X0202 4 2006-03-16 0 0000868984 WHITEHALL JEWELLERS INC JWLR.PK 0000904439 HOLTZMAN SEYMOUR 100 N. WILKES BARRE BLVD., 4TH FLOOR WILKES BARRE PA 18702 1 0 1 0 Common Stock, par value $.001 per share 2006-03-16 4 J 0 226120 1.60 A 9488540 I See Footnotes As of the close of business on March 16, 2006, WJ Acquisition Corp. (?WJ Acquisition?) accepted for purchase an additional 226,120 shares of common stock, par value $0.001 per share of the Issuer (?Common Stock?) in the subsequent offering period that commenced at the close of the initial tender 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 Holtzman Opportunity Fund, L.P. (?Opportunity?), an entity managed by an entity indirectly owned 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 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 16, 2006, Opportunity directly owned 1,055,716 shares of Common Stock. The reporting person disclaims beneficial ownership of the shares of Common Stock owned by Opportunity, including, without limitation, those shares that Opportunity may be deemed to beneficially own pursuant to the transaction described in footnote (1), except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed to be an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or any other purpose. /s/ Seymour Holtzman 2006-03-20