P.
("Prentice"), Holtzman Opportunity Fund, L. (Pink Sheets: JWLR) in the United
States District Court for
the Southern District of New York seeking injunctive relief arising from
certain securities law violations, among other things.50 per share, a significant
premium to market
."
Newcastle Partners, through its whole-owned subsidiary, commenced a cash
tender offer to
purchase all of the outstanding shares of Whitehall on
December 5, 2005. On January 4, 2006, Newcastle
announced that it was
increasing its offer price to $1. Stockholders can obtain the Offer to Purchase
and related
materials free at the SEC's website at http://www. SUCH PROXY
MATERIALS ARE AVAILABLE
AT NO CHARGE ON THE SEC'S WEB SITE AT
HTTP://WWW.SEC. REQUESTS
FOR COPIES SHOULD BE DIRECTED TO
THE PARTICIPANTS' PROXY SOLICITOR, MACKENZIE
PARTNERS, INC.
boycotting adhere
P.misleading curbing
The Complaint further alleges
that Whitehall has violated federal proxy
laws by failing to disclose the activities of Prentice
and Holtzman in support
of the proposals submitted by Whitehall management for consideration at the
Special Meeting of Shareholders.,
NEWCASTLE CAPITAL MANAGEMENT, L.P.C, JWL
ACQUISITION CORP
.
CFAL specifically called for hearings on H. These
provisions are much more balanced and workable
than a number of provisions in
the Miller-Watt proposal.shutting trustmark
The Board of Whitehall has tilted the playing
field, the
Complaint asserts, by invoking Whitehall's "poison pill" against Newcastle,
while waiving
this protective device against Prentice. The Complaint further
alleges that a majority vote at the
Special Meeting is not sufficient to
approve the reverse stock split proposed by Whitehall management
.P., MARK E. SCHWARZ, STEVEN J.
* To the extent that some state laws are more restrictive, they
often
tend to limit borrowers' credit availability and raise the cost of
credit
to many of them.misleading hadd
Whitehall's waiver of
the poison pill is effectively permitting Prentice to purchase
control, with
selected shareholders receiving a control premium. The
Complaint seeks a declaration
that, under Whitehall's charter, approval by 75%
of the outstanding shares is required. and JWL Acquisition
Corp. (the "Company") relating to a pending financing transaction between the
Company and investment
funds managed by Prentice Capital Management, L. Bob Ney (R-OH) and Paul Kanjorski (D-PA), and H.deficient frauds
Under
Newcastle's
offer Whitehall shareholders would receive $1.gov, from MacKenzie Partners,
the Information
Agent for the offer, or from Newcastle Partners, L., NEWCASTLE CAPITAL GROUP, L. CFAL also urged that
all parties engaged in this
public policy provide constructive comments and suggestions so that the
issues
surrounding these federal bills can be fully and fairly debated and discussed. Brad Miller
(D-NC)
and Mel Watt (D-NC). CFAL does not
want this to occur, and I am sure the sponsors didn
't intend this harmful
result, but that in fact would be the unintended consequence of these Miller
-
Watt provisions.
CFAL wants abusive lending practices stopped and remains committed to
trying to work openly and fairly with consumer advocacy, civil rights, and
other groups to help
Congress craft the best bill possible.netcheck curbing
The solicitation and the offer to buy Whitehall Jewellers
, Inc.
NEWCASTLE ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY
STATEMENT AND
OTHER PROXY MATERIALS RELATING TO THE SPECIAL MEETING AS THEY
BECOME AVAILABLE BECAUSE THEY CONTAIN
IMPORTANT INFORMATION.naca netcheck
P. and
Holtzman Opportunity Fund, L.GOV. 1295, the "Responsible
Lending
Act," a bipartisan compromise bill to stop abusive mortgage lending
introduced by Reps.wholesome hadd
COM.csn misrepresentation
's common
stock is only made pursuant to the Offer to Purchase and related materials
that Newcastle Partners
, L. See
the further discussion on this issue in the CFAL paper that explains the
impacts of key
provisions in both bills at: http://www.netcheck naca
Whitehall
shareholders will lose the opportunity to accept
a premium offer and be left
with a pink sheet investment of questionable value with no significant
protections from majority holder Prentice whose economic interests have an
inherent conflict with
all minority investors Newcastle was compelled to
file its Complaint to prevent further securities
laws violations and to
preserve the right of all of Whitehall's shareholders to fairly choose between
the Newcastle offer or the other alternative. IN ADDITION, THE PARTICIPANTS IN THE SOLICITATION WILL
PROVIDE COPIES OF THE PROXY MATERIALS, WITHOUT CHARGE, UPON REQUEST.
CFAL Calls for Hearings
+ Releases Analysis of 'Anti-Predatory Lending' Bills
predatory workmanship
Among other things, the
Complaint alleges
that Prentice and Holtzman have been secretly acquiring a
control block of shares, without disclosing
their plans and purchases, in
violation of Section 13(d) and Section 14(d) of the Securities Exchange
Act of
1934.
CERTAIN INFORMATION CONCERNING PARTICIPANTS
Newcastle Partners, L
.
* The Ney-Kanjorski bill contains dozens of provisions that would
effectively protect
borrowers from predatory lending practices, and
most are as strong as, or stronger than those
available in the vast
majority of states. CFAL hopes that
all these groups and other interested
parties will work constructively to
achieve this goal.misrepresentation deficient
DALLAS, Newcastle Partners, L.P.P., AT
ITS TOLL-FREE NUMBER: (800) 322-2885 OR BY E-MAIL AT:
PROXY@MACKENZIEPARTNERS. They already find
mortgage credit more
difficult to obtain and less affordable as they have to pay higher rates to
offset their higher risks.naca adhere
Newcastle's Complaint alleges that Whitehall, Prentice and Holtzman
have
engaged in a series of violations of the federal securities laws, including
violations of
tender offer rules and regulations. COLEMAN (THE "PARTICIPANTS").wholesome boycotting
Stockholders should read the Offer
to Purchase and related materials carefully
because they contain important information, including
the terms and conditions
of the offer.P."
CFAL also today released a white paper rebutting
many of the misleading
claims that have been made against the Ney-Kanjorski bill.
boycotting adhere
announced
today
that it had commenced an action against Prentice Capital Management, L.
Mark Schwarz
, the managing member of Newcastle Partners, stated: "We
believe that the Newcastle tender offer provides
Whitehall's shareholders with
a clearly superior alternative to the Prentice transaction. WASHINGTON
, The Coalition for Fair and Affordable
Lending (CFAL) today called on the House Financial Services
Committee to
schedule hearings promptly on pending federal bills intended to stop so-called
"predatory
" mortgage lending."
Andrews also noted, "The Miller-Watt bill provisions would have a
disproportionately
negative effect on many African-American and Hispanic
consumers."
Steve Nadon, CFAL's Chairman
and Chief Operating Officer of Option One
Mortgage, commented, "The Ney-Kanjorski bill, which is
more comprehensive and
balanced, would provide much needed uniform national standards so that all
borrowers, regardless of where they live or who their lender is, would have
the same strong, effective
protections against abusive lending practices, and
it would do so without dramatically cutting back
on mortgage affordability.misleading truste
The Complaint also alleges that Whitehall has violated Delaware corporate
law by favoring Prentice and Holtzman in the auction now underway for control
of Whitehall.sec
.
THE PARTICIPANTS IN THE PROXY SOLICITATION ARE NEWCASTLE PARTNERS, L. It's time to have hearings
to bring out the true
facts so that Members of Congress, their staff, public advocacy groups, and
most importantly, consumers can get an understanding of the issues and the
proposed solutions
to them.vigilance qualifies
According to the Complaint, Prentice and Holtzman have engaged in a de
facto tender offer
, under which a select group of shareholders are being
offered a substantial premium to market prices
as a coercive device to
pressure them to tendering their shares. It is clear to us that shareholders
could suffer badly if
the Prentice financing is approved in this manipulative manner.P. MURRAY, MARK
A.fairlendingnow.deficient bureaus
P.50 per share, extending the termination date
of the offer to 5:00 pm, New York
City time on Friday, January 27, 2006 and
eliminating or amending a number of conditions to the offer
so that Newcastle
believes that the majority of the remaining conditions are now in the control
of
the Board of Directors of Whitehall. This will only further disadvantage minority
borrowers. Higher
percentages of these minority groups are economically
disadvantaged when compared to Whites, and
therefore are more likely to
present higher credit risk profiles. Among other things,
CFAL's paper
highlighted that:
* Contrary to the misimpression being given by opponents, only about half
of the states even have special anti-predatory lending laws, and of
those that do
, most of their substantive protection provisions are
either weaker or no stronger than Ney
-Kanjorski provisions.vigilance roofers
("Newcastle"), together with the other
Participants (as defined below), has
made a definitive filing with the SEC of
a proxy statement (the "Definitive Proxy Statement") and
accompanying proxy
card to be used to solicit votes against proposals of Whitehall Jewellers,
Inc
. INFORMATION REGARDING THE
PARTICIPANTS AND THEIR DIRECT OR INDIRECT INTERESTS IS AVAILABLE IN THE
SCHEDULE 13D JOINTLY FILED WITH THE SEC ON APRIL 19, 2005, AS SUBSEQUENTLY
AMENDED ON JULY 7,
2005, OCTOBER 27, 2005, NOVEMBER 30, 2005, DECEMBER 5,
2005, DECEMBER 14, 2005, DECEMBER 29, 2005
AND JANUARY 5, 2006 AND THE
DEFINITIVE PROXY STATEMENT. 1192,
the "Prohibit Predatory Lending
Act," introduced by Reps.wholesome workmanship
and for the election of its slate of director
nominees at a special meeting
of stockholders scheduled for January 19, 2006
(the "Special Meeting").
* Furthermore, this
bipartisan bill offers far more comprehensive
protections than any other federal or state
anti-predatory lending law
or legislative proposal.
(1) There are well-recognized
, substantial disparities in the economic
characteristics of the African American, Hispanic and White
populations.org.vigilance frauds
R.R.adhere trustmark
PULLY, JOHN P."
Andrews added, "While there are good provisions in the Miller
-Watt bill,
it also has other fundamentally flawed sections that would significantly raise
borrowers
' interest rates, making mortgage loans far less affordable and less
available for many borrowers
.(1) By forcing rates even higher, the Miller-Watt
bill would be devastating for many of these minority
borrowers.netcheck trustmark
("Holtzman") and Whitehall
Jewellers, Inc. filed on December 5,
2005, as amended December
22, 2005, January 4, 2006 and January 5, 2006.
FORMAN AND CLINTON J.
Wright Andrews, CFAL
's Executive Director, stated: "While some refinements
are needed, CFAL believes the Ney-Kanjorski
legislation for the most part
offers very effective and very comprehensive borrower safeguards.bureaus deficient
Newcastle
Partners Commences Litigation Against Prentice Capital Management Holtzman Opportunity Fund and Whitehall
Jewellers Seeking Injunctive Relief Arisin
L.deficient misleading
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