X0202 4/A 2006-03-09 2006-03-12 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 2006-03-09 4 J 0 8200396 1.60 A 9256112 I See Footnote As of the close of business on March 9, 2006, WJ Acquisition Corp. (?WJ Acquisition?) accepted for purchase 8,200,396 shares of common stock, par value $0.001 per share of the Issuer (?Common Stock?) pursuant to the tender offer described in the original Form 4 filed on March 12, 2006 (the ?Tender Offer?). 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 9, 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. This amendment and restatement to the Form 4 filed on March 12, 2006 is being filed to amend the amount of securities acquired and the amount of securities beneficially owned following the reported transaction. The original Form 4 disclosed the holdings of the Reporting Person based on information provided at that time by Continental Stock Transfer & Trust Company, the depositary for the Tender Offer. On March 22, 2006, the Reporting Person was informed of the corrected numbers set forth herein and is therefore filing this amended and restated Form 4. /s/ Seymour Holtzman 2006-03-24