X0202 4 2006-03-09 0 0000868984 WHITEHALL JEWELLERS INC JWLR.PK 0001349303 HOLTZMAN OPPORTUNITY FUND, L.P. C/O JEWELCOR MANAGEMENT, INC. 100 N. WILKES BARRE BLVD., 4TH FLOOR WILKES BARRE PA 18702 0 0 1 0 Common Stock, par value $.001 per share 2006-03-09 4 J 0 8206704 1.60 A 9262420 I See Footnotes As of the close of business on March 9, 2006, WJ Acquisition Corp. (?WJ Acquisition?) accepted for purchase 8,206,704 shares of common stock, par value $0.001 per share, of the Issuer (?Common Stock?) pursuant to a tender offer commenced on February 8, 2006 for all the outstanding shares of Common Stock, 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. WJ Acquisition is a wholly-owned subsidiary of WJ Holding Corp., a corporation the capital stock of which is owned 75% by Prentice Capital Management, LP (?Prentice?) and 25% by the reporting person. The reporting person disclaims beneficial ownership of the shares of Common Stock beneficially owned by Prentice and its related entities, and of the shares beneficially owned by WJ Holding Corp. (except to the extent, if any, the reporting person may be deemed to beneficially own a proportionate share thereof), and this report shall not be deemed to be an admission that the reporting person is the beneficial owner of the shares of Common Stock beneficially owned by such persons for purposes of Section 16 or for any other purpose. As of the close of business on March 9, 2006, Opportunity directly owned 1,055,716 shares of Common Stock. Holtzman Opportunity Fund, L.P. By: /s/ Seymour Holtzman 2006-03-12