sec document

DFAN14A 1 dfan14a04670015_01202006.htm sec document

SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant / /

Filed by a Party other than the Registrant /X/

Check the appropriate box:

/ / Preliminary Proxy Statement

/ / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

/ / Definitive Proxy Statement

/X/ Definitive Additional Materials

/ / Soliciting Material Under Rule 14a-12

WHITEHALL JEWELLERS, INC.
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(Name of Registrant as Specified in Its Charter)

NEWCASTLE PARTNERS, L.P.
NEWCASTLE CAPITAL MANAGEMENT, L.P.
NEWCASTLE CAPITAL GROUP, L.L.C.
JWL ACQUISITION CORP.
MARK E. SCHWARZ
STEVEN J. PULLY
JOHN P. MURRAY
MARK A. FORMAN
CLINTON J. COLEMAN
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(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required.

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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/ / Fee paid previously with preliminary materials:

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/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.

(1) Amount previously paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

Newcastle Partners, L.P. ("Newcastle"), together with the other
participants named herein, is filing materials contained in this Schedule 14A
with the Securities and Exchange Commission ("SEC") in connection with the
definitive filing with the SEC of a proxy statement and accompanying proxy card
to be used to solicit votes against proposals of Whitehall Jewellers, Inc. (the
"Company") relating to a pending financing transaction between the Company and
investment funds managed by Prentice Capital Management, L.P. and Holtzman
Opportunity Fund, L.P. and for the election of its slate of director nominees at
a special meeting of stockholders scheduled for January 25, 2006.

Item 1: On January 20, 2006, Newcastle issued the following press
release:

PRESS RELEASE

CONTACTS:
Daniel H. Burch (212)-929-5748
Jeanne M. Carr (212)-929-5916
MacKenzie Partners, Inc.

FOR IMMEDIATE RELEASE:
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NEWCASTLE PARTNERS READY WILLING AND ABLE TO CLOSE $1.50 PER
SHARE TENDER OFFER WITH WHITEHALL JEWELLERS

WHITEHALL ATTEMPTS TO USE SCARE TACTICS TO FORCE STOCKHOLDERS
TO APPROVE INFERIOR DEAL

DALLAS, TX - JANUARY 20, 2006 -- Whitehall Jewellers, Inc. (Pink
Sheets: JWLR) earlier today issued a release criticizing Newcastle Partners,
L.P. and its ability and willingness to close its tender offer to purchase all
of the outstanding shares of Whitehall for $1.50 per share in cash. Throughout
this process Whitehall has consistently worked to establish roadblocks to
Newcastle's offer, although Newcastle believes its $1.50 offer is clearly
superior to Prentice's proposal. Newcastle does not understand why the Whitehall
Board is working against its stockholders. Just earlier today, while Whitehall's
press release was being issued, Newcastle's attorneys were on the phone with
Whitehall's attorneys discussing the next stage of negotiations, the delivery of
documents by Newcastle to Whitehall, business points and timing. Whitehall's
counsel never mentioned any concerns, nor did the counsel discuss the pending
release.

Newcastle questions the accuracy of Whitehall's statement that if the
Prentice transaction is not approved the Company is likely to file bankruptcy.

STOCKHOLDERS SHOULD NOT LET WHITEHALL COERCE THEM INTO VOTING FOR AN
INFERIOR OFFER.

NEWCASTLE IS READY, WILLING AND ABLE TO PROCEED WITH ITS OFFER AT $1.50
PER SHARE.

The solicitation and the offer to buy Whitehall Jewellers, Inc.'s
common stock is only made pursuant to the Offer to Purchase and related
materials that Newcastle Partners, L.P. and JWL Acquisition Corp. filed on
December 5, 2005, as amended December 22, 2005, January 4, 2006, January 5, 2006
and January 9, 2006. Stockholders should read the Offer to Purchase and related
materials carefully because they contain important information, including the
terms and conditions of the offer. Stockholders can obtain the Offer to Purchase
and related materials free at the SEC's website at www.sec.gov, from MacKenzie
Partners, the Information Agent for the offer, or from Newcastle Partners, L.P.

CERTAIN INFORMATION CONCERNING PARTICIPANTS

Newcastle Partners, L.P. ("Newcastle"), together with the other Participants (as
defined below), has made a definitive filing with the SEC of a proxy statement
(the "Definitive Proxy Statement") and accompanying proxy card to be used to

solicit votes against proposals of Whitehall Jewellers, Inc. (the "Company")
relating to a pending financing transaction between the Company and investment
funds managed by Prentice Capital Management, L.P. and Holtzman Opportunity
Fund, L.P. and for the election of its slate of director nominees at a special
meeting of stockholders scheduled for January 25, 2006 (the "Special Meeting").

NEWCASTLE ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT
AND OTHER PROXY MATERIALS RELATING TO THE SPECIAL MEETING AS THEY BECOME
AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS ARE
AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION,
THE PARTICIPANTS IN THE SOLICITATION WILL PROVIDE COPIES OF THE PROXY MATERIALS,
WITHOUT CHARGE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE
PARTICIPANTS' PROXY SOLICITOR, MACKENZIE PARTNERS, INC., AT ITS TOLL-FREE
NUMBER: (800) 322-2885 OR BY E-MAIL AT: PROXY@MACKENZIEPARTNERS.COM.

THE PARTICIPANTS IN THE PROXY SOLICITATION ARE NEWCASTLE PARTNERS, L.P.,
NEWCASTLE CAPITAL MANAGEMENT, L.P., NEWCASTLE CAPITAL GROUP, L.L.C, JWL
ACQUISITION CORP., MARK E. SCHWARZ, STEVEN J. PULLY, JOHN P. MURRAY, MARK A.
FORMAN AND CLINTON J. COLEMAN (THE "PARTICIPANTS"). INFORMATION REGARDING THE
PARTICIPANTS AND THEIR DIRECT OR INDIRECT INTERESTS IS AVAILABLE IN THE SCHEDULE
13D JOINTLY FILED WITH THE SEC ON APRIL 19, 2005, AS SUBSEQUENTLY AMENDED ON
JULY 7, 2005, OCTOBER 27, 2005, NOVEMBER 30, 2005, DECEMBER 5, 2005, DECEMBER
14, 2005, DECEMBER 29, 2005, JANUARY 5, 2006, JANUARY 9, 2006, JANUARY 13, 2006
AND JANUARY 18, 2006 AND THE DEFINITIVE PROXY STATEMENT.