Prentice Capital Management, LP – ‘SC TO-T/A’ on 3/6/06 re: Whitehall Jewellers Inc

On:  Monday, 3/6/06, at 4:22pm ET   ·   Accession #:  902664-6-978   ·   File #:  5-46037

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Amendment to Tender-Offer Statement — Third-Party Tender Offer   —   Schedule TO
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC TO-T/A   Whitehall Jewellers, Inc.                              6     21K 

Document Table of Contents

SC TO-T/A
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 As filed with the Securities and Exchange Commission on March 6, 2006

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 SCHEDULE TO-T/A

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) 
    OF THE SECURITIES EXCHANGE ACT OF 1934

 (AMENDMENT NO. 2)

 WHITEHALL JEWELLERS, INC.
(NAME OF SUBJECT COMPANY (ISSUER))

 PRENTICE CAPITAL MANAGEMENT, LP
 HOLTZMAN OPPORTUNITY FUND, L.P.
 PWJ FUNDING LLC
 PWJ LENDING LLC
HOLTZMAN FINANCIAL ADVISORS, LLC
SH INDEPENDENCE, LLC
 MICHAEL ZIMMERMAN
SEYMOUR HOLTZMAN
 JONATHAN DUSKIN
WJ HOLDING CORP.
WJ ACQUISITION CORP.
 (NAME OF FILING PERSON (OFFEROR))

Common Stock, Par Value $0.001 Per Share                965063100               
    (Title of Class of Securities)       (CUSIP Number of Class of Securities)

 JONATHAN DUSKIN
 PRENTICE CAPITAL MANAGEMENT, LP
623 FIFTH AVENUE, 32ND FLOOR
NEW YORK, NY 10022
 TELEPHONE: (212) 756-8040

 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
 COMMUNICATIONS ON BEHALF OF FILING PERSONS)

COPIES TO:

MARC WEINGARTEN, ESQ.                   SEYMOUR HOLTZMAN                        
ROBERT GOLDSTEIN, ESQ.                  C/O JEWELCOR COMPANIES                  
SCHULTE ROTH & ZABEL LLP                100 N. WILKES BARRE BLVD. 4TH FLOOR     
919 THIRD AVENUE                        WILKES BARRE, PA 18702                  
NEW YORK, NY 10022                      TELEPHONE: (570) 822-6277               
TELEPHONE: (212) 756-2000                                                       

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 CALCULATION OF FILING FEE

------------------------------------------------------------------------------- 
TRANSACTION VALUATION (1)                AMOUNT OF FILING FEE (2) 
------------------------------------------------------------------------------- 
$23,602,401                               $2,525.46 
------------------------------------------------------------------------------- 

(1) Estimated for purposes of calculating the filing fee only. This calculation 
assumes the purchase of 12,518,790 shares of common stock, par value $0.001 per 
share, and the associated preferred stock purchase rights, of Whitehall         
Jewellers, Inc. ("the Shares") at the tender offer price of $1.60 per Share. The
transaction value also includes the offer price of $1.60 multiplied by          
2,232,711, the estimated number of options to purchase Shares that are currently
outstanding and exercisable.                                                    

(2) The amount of the filing fee calculated in accordance with the Securities   
Exchange Act of 1934, as amended, equals $107.00 for each $1,000,000 of value.  

[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)   
and identify the filing with which the offsetting fee was previously paid.      
Identify the previous filing by registration statement number, or the Form or   
Schedule and the date of its filing.                                            

Amount Previously Paid: $2,525.46.       Filing party:  Prentice Capital        
                 Management, LP.
Form or Registration No.: Schedule TO.   Date Filed:    February 8, 2006        
                                  ($2198.90) and February 22, 2006
            ($326.56).

[ ] Check the box if the filing relates solely to preliminary communications    
made before the commencement of a tender offer.                                 

Check the appropriate boxes below to designate any transactions to which the    
statement relates:                                                              

[X] Third-party tender offer subject to Rule 14d--1.                            

[ ] Issuer tender offer subject to Rule 13e-4.                                  

[X] Going-private transaction subject to Rule 13e-3.                            

[ ] Amendment to Schedule 13D under Rule 13d-2.                                 

Check the following box if the filing is a final amendment reporting the results
of the tender offer:  [ ] .                                                     

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      This Amendment No. 2 ("Amendment No. 2") amends and supplements the Tender
Offer Statement on Schedule TO originally filed with the Securities and Exchange
Commission (the "Commission") on February 8, 2006, as amended on February 22,   
2006 (the "Schedule TO"), by WJ Acquisition Corp., a Delaware corporation (the  
"Purchaser"), WJ Holding Corp., a Delaware corporation ("Holdco"), Prentice     
Capital Management, LP, a Delaware limited partnership ("Prentice"), Holtzman   
Opportunity Fund, L.P., a Nevada limited partnership ("Holtzman," and together  
with Prentice, the "Investors"), PWJ Funding LLC ("PWJ Funding"), PWJ Lending   
LLC ("PWJ Lending"), Holtzman Financial Advisors, LLC, SH Independence, LLC,    
Michael Zimmerman, Jonathan Duskin and Seymour Holtzman. We refer to the        
Purchaser, Holdco, Prentice, PWJ Funding LLC, PWJ Lending LLC , Jonathan Duskin 
and Michael Zimmerman, each an affiliate of Prentice, Holtzman, Seymour         
Holtzman, Holtzman Financial Advisors, LLC, SH Independence, LLC, each an       
affiliate of Holtzman, the Purchaser and Holdco as the "Purchaser Group." This  
Amendment No. 2 relates to the offer by the Purchaser to purchase all of the    
outstanding shares of Common Stock, par value $0.001 per share, together with   
the associated preferred stock purchase rights, (the "Shares") of Whitehall     
Jewellers, Inc., a Delaware corporation ("Whitehall," or the "Company"), other  
than the Shares beneficially owned by the Purchaser Group immediately prior to  
the commencement of the Offer at a purchase price of $1.60 per share, net to the
seller in cash, without interest, upon the terms and subject to the conditions  
set forth in the Offer to Purchase dated February 8, 2006 (the "Offer to        
Purchase") and in the related Letter of Transmittal, copies of which are filed  
as Exhibits (a)(1)(i) and (a)(1)(ii) to the Schedule TO, respectively.          
Capitalized terms used and not otherwise defined in this Amendment No. 2 shall  
have the same meanings assigned to such terms in the Schedule TO or the Offer to
Purchase.                                                                       

     The information in the Offer to Purchase and the Letter of Transmittal is
incorporated in this Amendment No. 2 by reference in response to all of the     
applicable items in the Schedule TO, except that such information is hereby     
amended and supplemented to the extent specifically provided herein.            

ITEM 11.  ADDITIONAL INFORMATION.                                               

  Item 11 of the Schedule TO which incorporates by reference
information contained in the Offer to Purchase is hereby amended as follows:    

          1.   Based on information provided by the Depositary to the Purchaser,
            as of the close of business on March 3, 2006, 3,702,962 Shares
     have been tendered in and not withdrawn from the Offer.

  2.   The last paragraph of Section 11 of the Offer to Purchase
               entitled "The Tender Offer" ("Conditions to the Offer") is hereby
             amended and supplemented by adding the following information at
the end of the first sentence thereof:            

              "provided that these conditions may not be waived as to some but
not all the Whitehall stockholders"               

SC TO-T/A
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ITEM 13.  INFORMATION REQUIRED BY SCHEDULE 13E-3                                

  Item 13 of the Schedule TO which incorporates by reference
information contained in the Offer to Purchase, is hereby amended as follows:   

  3.   The second sentence of the last paragraph in Section 3 of
               "Special Factors" ("Position of the Purchaser Group Regarding the
             Fairness of the Offer and the Merger") of the Offer to Purchase
        is hereby amended and restated in its entirety as follows:

"The Purchaser Group did not consider the going concern and 
        liquidation values of the Common Stock and believed that the factors
        related to historical market price, past performance, book value and
         the other factors discussed above, were, in the aggregate, sufficient
       to conclude that the Offer and the Merger are substantively fair to
the unaffiliated Whitehall stockholders."                   

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   After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct. 

Dated:  March 6, 2006                                                           

           HOLTZMAN OPPORTUNITY FUND, L.P.

                             By: Holtzman Financial Advisors, LLC, its General
Partner     

                         By: SH Independence, LLC, its Managing Member

        By:     /s/ Seymour Holtzman
                                   -----------------------------------------
   Name:  Seymour Holtzman
Title: Sole Member  

            HOLTZMAN FINANCIAL ADVISORS, LLC

                         By: SH Independence, LLC, its Managing Member

        By:     /s/ Seymour Holtzman
                                   -----------------------------------------
   Name:  Seymour Holtzman
Title: Sole Member  

SH INDEPENDENCE, LLC

        By:     /s/ Seymour Holtzman
                                   -----------------------------------------
   Name:  Seymour Holtzman
Title: Sole Member  

           PRENTICE CAPITAL MANAGEMENT, LP

     By:     /s/ Michael Weiss
                                   -----------------------------------------
Name:  Michael Weiss
          Title: Chief Financial Officer

WJ ACQUISITION CORP.

     By:     /s/ Michael Weiss
                                   -----------------------------------------
Name:  Michael Weiss
 Title: Vice President

WJ HOLDING CORP.    

     By:     /s/ Michael Weiss
                                   -----------------------------------------
Name:  Michael Weiss
 Title: Vice President

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PWJ LENDING LLC     

       By:     /s/ Jonathan Duskin
                                   -----------------------------------------
  Name:  Jonathan Duskin
    Title: Managing Director

PWJ FUNDING LLC     

                              By:   Prentice Capital Management, LP, its Manager

     By:     /s/ Michael Weiss
                                   -----------------------------------------
Name:  Michael Weiss
          Title: Chief Financial Officer

   /s/ Michael Zimmerman
                            ------------------------------------------------
Michael Zimmerman   

 /s/ Jonathan Duskin
                            ------------------------------------------------
Jonathan Duskin     

  /s/ Seymour Holtzman
                            ------------------------------------------------
Seymour Holtzman    

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC TO-T/A’ Filing		Date		First		Last			Other Filings
Filed on:		3/6/06		1		5			3
		3/3/06		3
		2/22/06		2		3			SC TO-T/A
		2/8/06		2		3			SC 13E3,  SC TO-T
									List all Filings