SECURITIES AND EXCHANGE COMMISSION
|
|
Washington, D.C. 20549
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|
SCHEDULE 13D
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(Rule 13d-101)
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
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(Amendment No. )*
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The Wet Seal, Inc.
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(Name of Issuer)
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Class A Common Stock, par value $0.10 per share
|
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(Title of Class of Securities)
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961840105
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(CUSIP Number)
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|
Marc Weingarten and David E. Rosewater
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Schulte Roth & Zabel LLP
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919 Third Avenue
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New York, New York 10022
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(212) 756-2000
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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August 21, 2012
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(Date of Event which Requires
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Filing of this Schedule)
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CUSIP No. 961840105
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SCHEDULE 13D
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Page 2 of 19 Pages
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1
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NAME OF REPORTING PERSONS
Clinton Spotlight Fund, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) x
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
||
8
|
SHARED VOTING POWER
850 shares of Class A Common Stock
|
|||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
|||
10
|
SHARED DISPOSITIVE POWER
850 shares of Class A Common Stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
850 shares of Class A Common Stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.0%
|
|||
14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 961840105
|
SCHEDULE 13D
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Page 3 of 19 Pages
|
1
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NAME OF REPORTING PERSONS
Clinton Spotlight Master Fund, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) x
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
||
8
|
SHARED VOTING POWER
2,484,484 shares of Class A Common Stock
|
|||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
|||
10
|
SHARED DISPOSITIVE POWER
2,484,484 shares of Class A Common Stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,484,484 shares of Class A Common Stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
2.77%
|
|||
14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 961840105
|
SCHEDULE 13D
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Page 4 of 19 Pages
|
1 |
NAME OF REPORTING PERSONS
Clinton Magnolia Master Fund, Ltd.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) x
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
||
8
|
SHARED VOTING POWER
912,464 shares of Class A Common Stock
|
|||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
|||
10
|
SHARED DISPOSITIVE POWER
912,464 shares of Class A Common Stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
912,464 shares of Class A Common Stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
1.02%
|
|||
14
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TYPE OF REPORTING PERSON
CO
|
CUSIP No. 961840105
|
SCHEDULE 13D
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Page 5 of 19 Pages
|
1
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NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Clinton Retail Opportunity Partnership, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) x
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
||
8
|
SHARED VOTING POWER
1,662,002 shares of Class A Common Stock
|
|||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
|||
10
|
SHARED DISPOSITIVE POWER
1,662,002 shares of Class A Common Stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,662,002 shares of Class A Common Stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
1.86%
|
|||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 961840105
|
SCHEDULE 13D
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Page 6 of 19 Pages
|
1
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NAME OF REPORTING PERSONS
Clinton Special Opportunities Master Fund, Ltd.
|
|||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) x
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
||
8
|
SHARED VOTING POWER
750,000 shares of Class A Common Stock
|
|||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
|||
10
|
SHARED DISPOSITIVE POWER
750,000 shares of Class A Common Stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
750,000 shares of Class A Common Stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.84%
|
|||
14
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No. 961840105
|
SCHEDULE 13D
|
Page 7 of 19 Pages
|
1
|
NAME OF REPORTING PERSONS
Clinton Group, Inc.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) x
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
AF
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
||
8
|
SHARED VOTING POWER
5,809,800 shares of Class A Common Stock
|
|||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
|||
10
|
SHARED DISPOSITIVE POWER
5,809,800 shares of Class A Common Stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
5,809,800 shares of Class A Common Stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
6.49%
|
|||
14
|
TYPE OF REPORTING PERSON
CO; IA
|
CUSIP No. 961840105
|
SCHEDULE 13D
|
Page 8 of 19 Pages
|
1
|
NAME OF REPORTING PERSONS
George E. Hall
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) x
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
AF
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
||
8
|
SHARED VOTING POWER
5,809,800 shares of Class A Common Stock
|
|||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
|||
10
|
SHARED DISPOSITIVE POWER
5,809,800 shares of Class A Common Stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
5,809,800 shares of Class A Common Stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
6.49%
|
|||
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 961840105
|
SCHEDULE 13D
|
Page 9 of 19 Pages
|
1
|
NAME OF REPORTING PERSONS
Raphael Benaroya
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) x
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
PF
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
100,000 shares of Class A Common Stock
|
||
8
|
SHARED VOTING POWER
- 0 -
|
|||
9
|
SOLE DISPOSITIVE POWER
100,000 shares of Class A Common Stock
|
|||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
100,000 shares of Class A Common Stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.11%
|
|||
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 961840105
|
SCHEDULE 13D
|
Page 10 of 19 Pages
|
1
|
NAME OF REPORTING PERSONS
Dorrit M. Bern
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) x
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
PF
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
|
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
18,000 shares of Class A Common Stock
|
||
8
|
SHARED VOTING POWER
- 0 -
|
|||
9
|
SOLE DISPOSITIVE POWER
18,000 shares of Class A Common Stock
|
|||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
18,000 shares of Class A Common Stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.02%
|
|||
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 961840105
|
SCHEDULE 13D
|
Page 11 of 19 Pages
|
Item 1.
|
SECURITY AND ISSUER.
|
Item 2.
|
IDENTITY AND BACKGROUND.
|
CUSIP No. 961840105
|
SCHEDULE 13D
|
Page 12 of 19 Pages
|
Item 3.
|
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
|
Item 4.
|
PURPOSE OF TRANSACTION.
|
CUSIP No. 961840105
|
SCHEDULE 13D
|
Page 13 of 19 Pages
|
CUSIP No. 961840105
|
SCHEDULE 13D
|
Page 14 of 19 Pages
|
Item 5.
|
INTEREST IN SECURITIES OF THE ISSUER.
|
CUSIP No. 961840105
|
SCHEDULE 13D
|
Page 15 of 19 Pages
|
(i)
|
Spotlight Fund:
|
|||
(a)
|
As of the date hereof, Spotlight Fund may be deemed the beneficial owner of 850 shares of Class A Common Stock.
|
|||
Percentage: Approximately 0.00% as of the date hereof.
|
||||
(b)
|
1.
|
Sole power to vote or direct vote: 0
|
||
2.
|
Shared power to vote or direct vote: 850 shares of Class A Common Stock
|
|||
3.
|
Sole power to dispose or direct the disposition: 0
|
|||
4.
|
Shared power to dispose or direct the disposition: 850 shares of Class A Common Stock
|
(ii)
|
SPOT:
|
|||
(a)
|
As of the date hereof, SPOT may be deemed the beneficial owner of 2,484,484 shares of Class A Common Stock.
|
|||
Percentage: Approximately 2.77% as of the date hereof.
|
||||
(b)
|
1.
|
Sole power to vote or direct vote: 0
|
||
2.
|
Shared power to vote or direct vote: 2,484,484 shares of Class A Common Stock
|
|||
3.
|
Sole power to dispose or direct the disposition: 0
|
|||
4.
|
Shared power to dispose or direct the disposition: 2,484,484 shares of Class A Common Stock
|
(iii)
|
Magnolia:
|
|||
(a)
|
As of the date hereof, Magnolia may be deemed the beneficial owner of 912,464 shares of Class A Common Stock.
|
|||
Percentage: Approximately 1.02% as of the date hereof.
|
||||
(b)
|
1.
|
Sole power to vote or direct vote: 0
|
||
2.
|
Shared power to vote or direct vote: 912,464 shares of Class A Common Stock
|
|||
3.
|
Sole power to dispose or direct the disposition: 0
|
|||
4.
|
Shared power to dispose or direct the disposition: 912,464 shares of Class A Common Stock
|
(iv)
|
CROP:
|
|||
(a)
|
As of the date hereof, CROP may be deemed the beneficial owner of 1,662,002 shares of Class A Common Stock.
|
|||
Percentage: Approximately 1.86% as of the date hereof.
|
||||
(b)
|
1.
|
Sole power to vote or direct vote: 0
|
||
2.
|
Shared power to vote or direct vote: 1,662,002 shares of Class A Common Stock
|
|||
3.
|
Sole power to dispose or direct the disposition: 0
|
|||
4.
|
Shared power to dispose or direct the disposition: 1,662,002 shares of Class A Common Stock
|
(v)
|
CSO:
|
|||
(a)
|
As of the date hereof, CSO may be deemed the beneficial owner of 750,000 shares of Class A Common Stock.
|
|||
Percentage: Approximately 0.84% as of the date hereof.
|
||||
(b)
|
1.
|
Sole power to vote or direct vote: 0
|
||
2.
|
Shared power to vote or direct vote: 750,000 shares of Class A Common Stock
|
|||
3.
|
Sole power to dispose or direct the disposition: 0
|
|||
4.
|
Shared power to dispose or direct the disposition: 750,000 shares of Class A Common Stock
|
CUSIP No. 961840105
|
SCHEDULE 13D
|
Page 16 of 19 Pages
|
(vi)
|
CGI:
|
|||
(a)
|
As of the date hereof, CGI may be deemed the beneficial owner of 5,809,800 shares of Class A Common Stock.
|
|||
Percentage: Approximately 6.49% as of the date hereof.
|
||||
(b)
|
1.
|
Sole power to vote or direct vote: 0 shares of Class A Common Stock
|
||
2.
|
Shared power to vote or direct vote: 5,809,800 shares of Class A Common Stock
|
|||
3.
|
Sole power to dispose or direct the disposition: 0 shares of Class A Common Stock
|
|||
4.
|
Shared power to dispose or direct the disposition: 5,809,800 shares of Class A Common Stock
|
(vii)
|
Mr. Hall:
|
|||
(a)
|
As of the date hereof, Mr. Hall may be deemed the beneficial owner of 5,809,800 shares of Class A Common Stock.
|
|||
Percentage: Approximately 6.49% as of the date hereof.
|
||||
(b)
|
1.
|
Sole power to vote or direct vote: 0 shares of Class A Common Stock
|
||
2.
|
Shared power to vote or direct vote: 5,809,800 shares of Class A Common Stock
|
|||
3.
|
Sole power to dispose or direct the disposition: 0 shares of Class A Common Stock
|
|||
4.
|
Shared power to dispose or direct the disposition: 5,809,800 shares of Class A Common Stock
|
(viii)
|
Mr. Benaroya:
|
|||
(a)
|
As of the date hereof, Mr. Benaroya may be deemed the beneficial owner of 100,000 shares of Class A Common Stock.
|
|||
Percentage: Approximately 0.11% as of the date hereof.
|
||||
(b)
|
1.
|
Sole power to vote or direct vote: 100,000 shares of Class A Common Stock
|
||
2.
|
Shared power to vote or direct vote: 0 shares of Class A Common Stock
|
|||
3.
|
Sole power to dispose or direct the disposition: 100,000 shares of Class A Common Stock
|
|||
4.
|
Shared power to dispose or direct the disposition: 0 shares of Class A Common Stock
|
(ix)
|
Ms. Bern:
|
|||
(a)
|
As of the date hereof, Ms. Bern may be deemed the beneficial owner of 18,000 shares of Class A Common Stock.
|
|||
Percentage: Approximately 0.02% as of the date hereof.
|
||||
(b)
|
1.
|
Sole power to vote or direct vote: 18,000 shares of Class A Common Stock
|
||
2.
|
Shared power to vote or direct vote: 0 shares of Class A Common Stock
|
|||
3.
|
Sole power to dispose or direct the disposition: 18,000 shares of Class A Common Stock
|
|||
4.
|
Shared power to dispose or direct the disposition: 0 shares of Class A Common Stock
|
CUSIP No. 961840105
|
SCHEDULE 13D
|
Page 17 of 19 Pages
|
Item 6.
|
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
|
Item 7.
|
MATERIAL TO BE FILED AS EXHIBITS.
|
Exhibit
|
Description
|
1
|
Form of Nominee Agreement.
|
2
|
Joint Filing Agreement, dated August 30, 2012.
|
CUSIP No. 961840105
|
SCHEDULE 13D
|
Page 18 of 19 Pages
|
Clinton Spotlight Fund, L.P.
|
|||
By:
|
Clinton Group, Inc., its investment manager
|
||
By:
|
/s/ Francis Ruchalski
|
||
Name:
|
Francis Ruchalski
|
||
Title:
|
Chief Financial Officer
|
||
Clinton Spotlight Master Fund, L.P.
|
|||
By:
|
Clinton Group, Inc., its investment manager
|
||
By:
|
/s/ Francis Ruchalski
|
||
Name:
|
Francis Ruchalski
|
||
Title:
|
Chief Financial Officer
|
||
Clinton Magnolia Master Fund, Ltd.
|
|||
By:
|
Clinton Group, Inc., its investment manager
|
||
By:
|
/s/ Francis Ruchalski
|
||
Name:
|
Francis Ruchalski
|
||
Title:
|
Chief Financial Officer
|
||
Clinton Retail Opportunity Partnership, L.P.
|
|||
By:
|
Clinton Group, Inc., its investment manager
|
||
By:
|
/s/ Francis Ruchalski
|
||
Name:
|
Francis Ruchalski
|
||
Title:
|
Chief Financial Officer
|
||
CUSIP No. 961840105
|
SCHEDULE 13D
|
Page 19 of 19 Pages
|
Clinton Special Opportunities Master Fund, Ltd.
|
|||
By:
|
Clinton Group, Inc., its investment manager
|
||
By:
|
/s/ Francis Ruchalski
|
||
Name:
|
Francis Ruchalski
|
||
Title:
|
Chief Financial Officer
|
||
Clinton Group, Inc.
|
|||
By:
|
/s/ Francis Ruchalski
|
||
Name:
|
Francis Ruchalski
|
||
Title:
|
Chief Financial Officer
|
||
/s/ George E. Hall
|
|||
George E. Hall
|
|||
/s/ Raphael Benaroya
|
|||
Raphael Benaroya
|
/s/ Dorrit M. Bern
|
|||
Dorrit M. Bern
|
Name | Position and Principal Occupation |
George E. Hall | Director, Chief Investment Officer and President |
Francis A. Ruchalski | Director and Chief Financial Officer |
John L. Hall | Director |
Name
|
Principal Occupation
|
Business Address
|
Jane Fleming
|
Client Accountant of Queensgate Bank & Trust Company Ltd.
|
c/o Queensgate Bank & Trust Company Ltd., Harbour Place, 5th Floor, 103 South Church Street, P.O. Box 30464 SMB, Grand Cayman, Cayman Islands
|
Dennis Hunter
|
Director of Queensgate Bank & Trust Company Ltd.
|
c/o Queensgate Bank & Trust Company Ltd., Harbour Place, 5th Floor, 103 South Church Street, P.O. Box 30464 SMB, Grand Cayman, Cayman Islands
|
Roger Hanson
|
Director of dms Management Ltd.
|
c/o dms Management Ltd., P.O. Box 31910 SMB, Ansbacher House, 20 Genesis Close, Grand Cayman, Cayman Islands
|
Name
|
Principal Occupation
|
Business Address
|
Jane Fleming
|
Client Accountant of Queensgate Bank & Trust Company Ltd.
|
c/o Queensgate Bank & Trust Company Ltd., Harbour Place, 5th Floor, 103 South Church Street, P.O. Box 30464 SMB, Grand Cayman, Cayman Islands
|
Dennis Hunter
|
Director of Queensgate Bank & Trust Company Ltd.
|
c/o Queensgate Bank & Trust Company Ltd., Harbour Place, 5th Floor, 103 South Church Street, P.O. Box 30464 SMB, Grand Cayman, Cayman Islands
|
Roger Hanson
|
Director of dms Management Ltd.
|
c/o dms Management Ltd., P.O. Box 31910 SMB, Ansbacher House, 20 Genesis Close, Grand Cayman, Cayman Islands
|
Trade Date
|
Shares Purchased (Sold)
|
Price Per Share ($)
|
6/29/2012
|
60,000
|
3.1127
|
7/2/2012
|
17,100
|
3.1733
|
7/9/2012
|
110,000
|
3.2626
|
7/18/2012
|
8,200
|
3.0799
|
7/18/2012
|
4,300
|
3.08
|
7/23/2012
|
35,000
|
2.5475
|
7/23/2012
|
40,000
|
2.5443
|
7/25/2012
|
15,700
|
2.6881
|
7/25/2012
|
19,300
|
2.6988
|
8/8/2012
|
12,500
|
2.9278
|
8/9/2012
|
15,000
|
3.0554
|
8/9/2012
|
30,000
|
3.051
|
8/9/2012
|
(7,500)
|
3.05
|
8/9/2012
|
3,240
|
3.049
|
8/9/2012
|
7,500
|
3.049
|
8/17/2012
|
12,750
|
3.1013
|
8/22/2012
|
25,000
|
2.7117
|
8/22/2012
|
13,000
|
2.6846
|
8/22/2012
|
12,000
|
2.8082
|
Trade Date
|
Shares Purchased (Sold)
|
Price Per Share ($)
|
7/9/2012
|
20,000
|
3.2626
|
7/18/2012
|
820
|
3.0799
|
7/18/2012
|
1,720
|
3.08
|
7/23/2012
|
14,000
|
2.5475
|
7/23/2012
|
8,000
|
2.5443
|
7/25/2012
|
3,140
|
2.6881
|
7/25/2012
|
3,860
|
2.6988
|
7/26/2012
|
100,000
|
2.73
|
7/26/2012
|
175,000
|
2.7403
|
7/26/2012
|
108,281
|
2.7298
|
7/26/2012
|
(108,281)
|
2.7052
|
7/26/2012
|
(41,719)
|
2.7052
|
7/27/2012
|
13,500
|
2.71
|
8/8/2012
|
2,500
|
2.9278
|
8/9/2012
|
25,000
|
3.0554
|
8/9/2012
|
50,000
|
3.051
|
8/9/2012
|
(12,500)
|
3.05
|
8/9/2012
|
12,500
|
3.049
|
8/9/2012
|
5,400
|
3.049
|
8/17/2012
|
2,550
|
3.1013
|
8/22/2012
|
250,000
|
2.7117
|
8/22/2012
|
130,000
|
2.6846
|
8/22/2012
|
120,000
|
2.8082
|
8/23/2012
|
35,000
|
2.8549
|
8/27/2012
|
25,000
|
2.8158
|
8/27/2012
|
25,000
|
2.82
|
8/28/2012
|
(250,000)
|
2.75
|
Trade Date
|
Shares Purchased (Sold)
|
Price Per Share ($)
|
6/29/2012
|
40,000
|
3.1127
|
7/2/2012
|
11,400
|
3.1733
|
7/9/2012
|
70,000
|
3.2626
|
7/18/2012
|
7,380
|
3.0799
|
7/18/2012
|
2,580
|
3.08
|
7/23/2012
|
21,000
|
2.5475
|
7/23/2012
|
32,000
|
2.5443
|
7/25/2012
|
12,560
|
2.6881
|
7/25/2012
|
15,440
|
2.6988
|
8/8/2012
|
10,000
|
2.9278
|
8/9/2012
|
10,000
|
3.0554
|
8/9/2012
|
20,000
|
3.051
|
8/9/2012
|
(5,000)
|
3.05
|
8/9/2012
|
5,000
|
3.049
|
8/9/2012
|
2,160
|
3.049
|
8/17/2012
|
10,200
|
3.1013
|
8/22/2012
|
75,000
|
2.7117
|
8/22/2012
|
39,000
|
2.6846
|
8/22/2012
|
36,000
|
2.8082
|
8/27/2012
|
25,000
|
2.8158
|
8/27/2012
|
25,000
|
2.82
|
Trade Date
|
Shares Purchased (Sold)
|
Price Per Share ($)
|
8/22/2012
|
150,000
|
2.7117
|
8/22/2012
|
78,000
|
2.6846
|
8/22/2012
|
72,000
|
2.8082
|
8/28/2012
|
250,000
|
2.75
|
8/28/2012
|
150,000
|
2.7733
|
8/29/2012 | 50,000 | 2.8249 |
Trade Date
|
Shares Purchased (Sold)
|
Price Per Share ($)
|
8/13/2012
|
100,000
|
3.101
|
Trade Date
|
Shares Purchased (Sold)
|
Price Per Share ($)
|
8/29/2012
|
18,000
|
2.8317
|
Very truly yours, | |||
CLINTON GROUP, INC. | |||
By:
|
|||
Name: | |||
Title: |
Agreed to and accepted as
|
||
of the date first written above: | ||
Name: [Nominee]
|
||
Clinton Spotlight Fund, L.P.
|
|||
By:
|
Clinton Group, Inc., its investment manager
|
||
By:
|
/s/ Francis Ruchalski
|
||
Name:
|
Francis Ruchalski
|
||
Title:
|
Chief Financial Officer
|
||
Clinton Spotlight Master Fund, L.P.
|
|||
By:
|
Clinton Group, Inc., its investment manager
|
||
By:
|
/s/ Francis Ruchalski
|
||
Name:
|
Francis Ruchalski
|
||
Title:
|
Chief Financial Officer
|
||
Clinton Magnolia Master Fund, Ltd.
|
|||
By:
|
Clinton Group, Inc., its investment manager
|
||
By:
|
/s/ Francis Ruchalski
|
||
Name:
|
Francis Ruchalski
|
||
Title:
|
Chief Financial Officer
|
||
Clinton Retail Opportunity Partnership, L.P.
|
|||
By:
|
Clinton Group, Inc., its investment manager
|
||
By:
|
/s/ Francis Ruchalski
|
||
Name:
|
Francis Ruchalski
|
||
Title:
|
Chief Financial Officer
|
||
Clinton Special Opportunities Master Fund, Ltd.
|
|||
By:
|
Clinton Group, Inc., its investment manager
|
||
By:
|
/s/ Francis Ruchalski
|
||
Name:
|
Francis Ruchalski
|
||
Title:
|
Chief Financial Officer
|
||
Clinton Group, Inc.
|
|||
By:
|
/s/ Francis Ruchalski
|
||
Name:
|
Francis Ruchalski
|
||
Title:
|
Chief Financial Officer
|
||
/s/ George E. Hall
|
|||
George E. Hall
|
|||
/s/ Raphael Benaroya
|
|||
Raphael Benaroya
|
/s/ Dorrit M. Bern
|
|||
Dorrit M. Bern
|