-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Sta21w2Keytf6ZmDYg6otJMW/BkqKjuMMQOfiM1wZhzXc0RYhOH3zDInXPrzux08 pWce1cT9uA4Q7R7cep2gyA== 0000902664-06-001007.txt : 20060310 0000902664-06-001007.hdr.sgml : 20060310 20060310182606 ACCESSION NUMBER: 0000902664-06-001007 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060309 FILED AS OF DATE: 20060310 DATE AS OF CHANGE: 20060310 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WHITEHALL JEWELLERS INC CENTRAL INDEX KEY: 0000868984 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-JEWELRY STORES [5944] IRS NUMBER: 361433610 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 155 N WACKER DR STREET 2: SUITE 500 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3127826800 MAIL ADDRESS: STREET 1: 155 NORTH WACKER STREET 2: SUITE 500 CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: MARKS BROS JEWELERS INC DATE OF NAME CHANGE: 19960301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WJ HOLDING CORP. CENTRAL INDEX KEY: 0001351829 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15615 FILM NUMBER: 06680552 BUSINESS ADDRESS: STREET 1: 623 FIFTH AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 756 8040 MAIL ADDRESS: STREET 1: 623 FIFTH AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WJ ACQUISITION CORP CENTRAL INDEX KEY: 0001351831 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15615 FILM NUMBER: 06680553 BUSINESS ADDRESS: STREET 1: 623 FIFTH AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 756 8040 MAIL ADDRESS: STREET 1: 623 FIFTH AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PWJ Lending LLC CENTRAL INDEX KEY: 0001341138 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15615 FILM NUMBER: 06680554 BUSINESS ADDRESS: STREET 1: 623 FIFTH AVENUE 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-756-8040 MAIL ADDRESS: STREET 1: 623 FIFTH AVENUE 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Zimmerman Michael CENTRAL INDEX KEY: 0001326156 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15615 FILM NUMBER: 06680555 BUSINESS ADDRESS: BUSINESS PHONE: (212) 756-8040 MAIL ADDRESS: STREET 1: 900 THIRD AVENUE, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Prentice Capital Management, LP CENTRAL INDEX KEY: 0001326150 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15615 FILM NUMBER: 06680556 BUSINESS ADDRESS: STREET 1: 900 THIRD AVENUE, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 756-8040 MAIL ADDRESS: STREET 1: 900 THIRD AVENUE, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PWJ Funding LLC CENTRAL INDEX KEY: 0001341139 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15615 FILM NUMBER: 06680557 BUSINESS ADDRESS: STREET 1: 623 FIFTH AVENUE 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-756-8040 MAIL ADDRESS: STREET 1: 623 FIFTH AVENUE 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 4 1 form4_ex.xml X0202 4 2006-03-09 0 0000868984 WHITEHALL JEWELLERS INC JWL 0001326150 Prentice Capital Management, LP 623 FIFTH AVENUE, 32ND FLOOR NEW YORK NY 10022 0 0 1 0 0001326156 Zimmerman Michael 623 FIFTH AVENUE, 32ND FLOOR NEW YORK NY 10022 0 0 1 0 0001341139 PWJ Funding LLC 623 FIFTH AVENUE 32ND FLOOR NEW YORK NY 10022 0 0 1 0 0001341138 PWJ Lending LLC 623 FIFTH AVENUE 32ND FLOOR NEW YORK NY 10022 0 0 1 0 0001351831 WJ ACQUISITION CORP 623 FIFTH AVENUE, 32ND FLOOR NEW YORK NY 10022 0 0 1 0 0001351829 WJ HOLDING CORP. 623 FIFTH AVENUE, 32ND FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock 2006-03-09 4 J 0 8206704 1.60 A 11434783 I See Prentice Capital Management, LP (the "Investment Manager") serves as investment manager to a number of investment funds and manages investments for certain entities in managed accounts with respect to which it has voting and dispositive authority over the Common Stock reported in this Form 4. Michael Zimmerman ("Mr. Zimmerman") is responsible for the supervision and conduct of all investment activities of the Investment Manager, including, without limitation, for all investment decisions with respect to the assets of such investment funds and managed accounts. PWJ Lending LLC ("PWJ Lending") is an entity established to make certain loans to Issuer and receive warrants from Issuer in connection therewith. PWJ Funding LLC ("PWJ Funding") is an entity established to purchase secured convertible notes from Issuer and make other purchases of Issuer's securities. WJ Holding Corp. ("WJ Holding") and WJ Acquisition Corp. ("WJ Acquisition") are entities established to serve as acquisition vehicles for the purpose of consummating the tender offer as described below in footnote 4. WJ Acquisition is a wholly-owned subsidiary of WJ Holding. PWJ Lending, PWJ Funding, WJ Holding and WJ Acquisition are directly controlled by Investment Manager. PWJ Lending beneficially owns 2,094,346 shares. PWJ Funding beneficially owns 1,133,733 shares. WJ Acquisition beneficially owns 8,206,704 shares. Neither the Investment Management nor Mr. Zimmerman directly owns any shares. The Investment Manager and Mr. Zimmerman may be deemed to beneficially own 11,434,783 shares of Common Stock. Each of the Investment Manager and Mr. Zimmerman disclaims any beneficial ownership of the shares included in this report to the extent such beneficial ownership exceeds such person's pecuniary interest therein. Certain of the Shares held by PWJ Lending and PWJ Funding are held by various investment funds including Prentice Capital Partners, LP, Prentice Capital Partners QP, LP, Prentice Capital Offshore, Ltd., PEC I LLC, and managed accounts managed by the Investment Manager and Mr. Zimmerman, in each case, as nominee for PWJ Lending and PWJ Funding. For purposes of this Form 4, references to PWJ Lending and PWJ Funding shall be deemed to include such investment funds and managed accounts. As of the close of business on March 9, 2006, WJ Acquisition accepted for purchase 8,206,704 shares pursuant to a tender offer commenced on February 8, 2006 for all the outstanding shares of common stock, par value $0.001 per share, together with the associated preferred stock purchase rights, of the Issuer, upon the terms and subject to the conditions set forth in the Offer to Purchase filed as Exhibit (a)(1)(i) to the Tender Offer Statement on Schedule TO on February 8, 2006, as amended. The reporting persons disclaim beneficial ownership in the shares held by WJ Acquisition except to the extent of their pecuniary interest in WJ Acquisition. PRENTICE CAPITAL MANAGEMENT, LP By: /s/Michael Weiss as Chief Financial Officer 2006-03-10 EX-99 2 exhibit99.txt JOINT FILER INFORMATION Joint Filer Information NAME: PWJ Funding LLC ADDRESS: 623 Fifth Avenue, 32nd Floor New York, New York 10022 DESIGNATED FILER: Prentice Capital Management, LP ISSUER: Whitehall Jewellers, Inc. DATE OF EVENT REQUIRING STATEMENT: March 9, 2006 SIGNATURE: /s/ Michael Weiss - -------------------------------- Michael Weiss, CFO of Prentice Capital Management, LP, its Manager NAME: PWJ Lending LLC ADDRESS: 623 Fifth Avenue, 32nd Floor New York, New York 10022 DESIGNATED FILER: Prentice Capital Management, LP ISSUER: Whitehall Jewellers, Inc. DATE OF EVENT REQUIRING STATEMENT: March 9, 2006 SIGNATURE: /s/ Jonathan Duskin - -------------------------------- Jonathan Duskin, Managing Director NAME: Michael Zimmerman ADDRESS: 623 Fifth Avenue, 32nd Floor New York, New York 10022 DESIGNATED FILER: Prentice Capital Management, LP ISSUER: Whitehall Jewellers, Inc. DATE OF EVENT REQUIRING STATEMENT: March 9, 2006 SIGNATURE: /s/ Michael Zimmerman - -------------------------------- Michael Zimmerman NAME: WJ Acquisition Corp. ADDRESS: 623 Fifth Avenue, 32nd Floor New York, New York 10022 DESIGNATED FILER: Prentice Capital Management, LP ISSUER: Whitehall Jewellers, Inc. DATE OF EVENT REQUIRING STATEMENT: March 9, 2006 SIGNATURE: /s/ Michael Weiss - -------------------------------- Michael Weiss, Vice President NAME: WJ Holding Corp. ADDRESS: 623 Fifth Avenue, 32nd Floor New York, New York 10022 DESIGNATED FILER: Prentice Capital Management, LP ISSUER: Whitehall Jewellers, Inc. DATE OF EVENT REQUIRING STATEMENT: March 9, 2006 SIGNATURE: /s/ Michael Weiss - -------------------------------- Michael Weiss, Vice President -----END PRIVACY-ENHANCED MESSAGE-----