8-K 1 c98589e8vk.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 14, 2005 WHITEHALL JEWELLERS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 1-15615 36-1433610 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 155 North Wacker Drive, Suite 500, Chicago, Illinois 60606 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: 312-782-6800 Not Applicable (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.02 Termination of a Material Definitive Agreement. On September 14, 2005 Whitehall Jewellers, Inc. (the "Company") received a letter (the "Notice") from LaSalle Bank, National Association, as Administrative Agent under the Company's Second Amended and Restated Credit and Gold Consignment Agreement dated as of July 29, 2003, as amended (the "Credit Agreement"), alleging that (1) one or more events of default have occurred under the Credit Agreement, (2) the commitment of the lenders to make loans or advances under the Credit Agreement had been terminated and (3) any additional loans, advances and financial accommodations would be made by the lenders, if at all, in their sole and exclusive discretion. A copy of this letter is attached hereto as Exhibit 10.1. The Company has not accepted the positions expressed in the Notice. It is in negotiations with the lenders as to future extensions of credit or financial accommodations, although there is no assurance that such extensions of credit or financial accommodations will be forthcoming. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. The following exhibits are filed herewith as noted below. Exhibit No. Exhibit ----------- ------- 10.1 Letter from LaSalle Bank, National Association, Administrative Agent, relating to the Registrant's credit facility. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WHITEHALL JEWELLERS, INC. (Registrant) By: /s/ John R. Desjardins ------------------------------- John R. Desjardins Executive Vice President and Chief Financial Officer Date: September 20, 2005 EXHIBIT INDEX The following exhibit is furnished herewith as noted below. Exhibit No. Exhibit ----------- ------- 10.1 Letter from LaSalle Bank, National Association, Administrative Agent, relating to the Registrant's credit facility.