WHITEHALL JEWELLERS INC
8-K, 1999-12-14
JEWELRY STORES
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                       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): December 14, 1999.

                            WHITEHALL JEWELLERS, INC.

             (Exact name of registrant as specified in its charter)



<TABLE>
<S>                              <C>                          <C>
- -----------------------------------------------------------------------------------------------
           Delaware                      0-028175                        36-1433610
(State or Other Jurisdiction     (Commission File Number)     (IRS Employer Identification No.)
        of Incorporation)
- -----------------------------------------------------------------------------------------------
</TABLE>

        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




<PAGE>   2



Item 5.   Other Events.

                  On December 14, 1999, the registrant issued a press release
announcing that its Board of Directors had declared a three-for-two common stock
split to be effected by a 50% dividend on the registrant's issued shares of
Common Stock and Class B Common Stock. The dividend is to be distributed on
January 4, 2000 to stockholders of record as of the close of business on
December 24, 1999. The press release announcing such stock split is attached
hereto as Exhibit 99 and incorporated herein by reference.





















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<PAGE>   3

                                   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
                                             ----------------------------------
                                             Executive Vice President, Finance
                                             & Administration and
                                             Secretary
Date:  December 14, 1999























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<PAGE>   4
                                  EXHIBIT INDEX

             The following exhibit is filed herewith as noted below.

    Exhibit No.                                  Exhibit
    -----------                                  -------

    99                             Press Release dated December 14, 1999




















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<PAGE>   1
WHITEHALL                                  NEWS RELEASE
Whitehall Jewellers, Inc.                  FOR IMMEDIATE RELEASE



                                           Contacts:  John R. Desjardins
                                                      Executive Vice President -
                                                      Finance and Administration
                                                      312-782-6800 - Ext. 151

                                                      Howard Adamski
                                                      Vice President - Treasurer
                                                      312-782-6800 - Ext. 286


                       WHITEHALL ANNOUNCES 3:2 STOCK SPLIT

         Chicago, IL - December 14, 1999 -- Whitehall Jewellers, Inc.
(NASDAQ:WHJI) today announced that its Board of Directors has approved a 3:2
split of its common stock. The record date of the stock split is December 24,
1999. The additional shares will be mailed on January 4, 2000. The Company
currently has 9,643,983 shares of Common Stock outstanding, and after giving
effect to the stock split will have approximately 14,465,975 shares of Common
Stock outstanding.

         Hugh M. Patinkin, Chairman and Chief Executive, commented, "We are
pleased to announce a 3:2 stock split. This has been an eventful and productive
year for the Company with strong comparable store sales increases, along with
the opening of 46 new stores. We believe the stock split will make our stock
more accessible to investors and also increase our liquidity."

         Whitehall Jewellers, Inc. is a leading national specialty retailer of
fine jewelry, currently operating 293 stores in 33 states. The Company operates
stores in regional and superregional


            For Investor Relations info: [email protected]
                  Internet Website: www.whitehalljewellers.com

<PAGE>   2


shopping malls under the names Whitehall Co. Jewellers, Lundstrom Jewelers and
Marks Bros. Jewelers.

All statements, trend analysis and other information contained in this report
relative to markets for the Company's products and trends in the Company's
operations or financial results, as well as other statements including words
such as "anticipate," "believe," "plan," "estimate," "expect," "intend" and
other similar expressions, constitute forward-looking statements under the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements are subject to known and unknown risks, uncertainties and other
factors which may cause actual results to be materially different from those
contemplated by the forward-looking statements. Such factors include, among
other things: (1) the extent and results of the Company's store expansion
strategy and associated occupancy costs; (2) the seasonality of the Company's
business; (3) economic conditions, the retail sales environment and the
Company's ability to execute its business strategy and the related effects on
comparable store sales and other results; (4) the extent and success of the
Company's marketing and promotional programs; (5) the extent to which the
Company is able to retain and attract key personnel as well as personnel costs;
(6) competition; (7) the availability and cost of consumer credit; (8)
relationships with suppliers; (9) timely "Year 2000" compliance by the Company
and third party suppliers and service providers; (10) the Company's ability to
maintain adequate information systems capacity and infrastructure; (11) the
Company's leverage and cost of funds; (12) the Company's ability to maintain
adequate loss prevention measures; (13) fluctuations in raw material prices
including diamond, gem and gold prices; (14) regulation; (15) the successful
integration of acquired locations and assets into the Company's existing
operations; and, (16) the risk factors listed from time to time in the Company's
filings with the Securities and Exchange Commission.











            For Investor Relations info: [email protected]
                  Internet Website: www.whitehalljewellers.com


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