0000902664-12-001275.txt : 20121005 0000902664-12-001275.hdr.sgml : 20121005 20121005091600 ACCESSION NUMBER: 0000902664-12-001275 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20121005 DATE AS OF CHANGE: 20121005 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WET SEAL INC CENTRAL INDEX KEY: 0000863456 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621] IRS NUMBER: 330415940 STATE OF INCORPORATION: DE FISCAL YEAR END: 0128 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41525 FILM NUMBER: 121130910 BUSINESS ADDRESS: STREET 1: 26972 BURBANK CITY: FOOTHILL RANCH STATE: CA ZIP: 92610 BUSINESS PHONE: 7145839029 MAIL ADDRESS: STREET 1: 26972 BURBANK CITY: FOOTHILL RANCH STATE: CA ZIP: 92610 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CLINTON GROUP INC CENTRAL INDEX KEY: 0001134119 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5 WEST 57TH STREET STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2128250400 MAIL ADDRESS: STREET 1: 5 WEST 57TH STREET STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 p12-1680sc13da.htm THE WET SEAL, INC. p12-1680sc13da.htm


SECURITIES AND EXCHANGE COMMISSION
  
Washington, D.C. 20549
  
   
SCHEDULE 13D/A
(Rule 13d-101)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 9)*
 
The Wet Seal, Inc.
(Name of Issuer)
 
Class A Common Stock, par value $0.10 per share
(Title of Class of Securities)
 
961840105
(CUSIP Number)
 
 
Marc Weingarten and David E. Rosewater
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(212) 756-2000
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
October 4, 2012
(Date of Event which Requires
Filing of this Schedule)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [  ]

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
 
(Page 1 of 16 Pages)
 
--------------------------
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


 
 
 
CUSIP No.  961840105
 
 
SCHEDULE 13D/A
Page  2 of 16 Pages




1
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)
0.00%
14
TYPE OF REPORTING PERSON
PN

 
 
 
CUSIP No.  961840105
 
 
SCHEDULE 13D/A
Page 3 of 16 Pages



1
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
2,726,010 shares of Class A Common Stock
9
SOLE DISPOSITIVE POWER
- 0 -
10
SHARED DISPOSITIVE POWER
2,726,010 shares of Class A Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,726,010 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)
3.03%
14
TYPE OF REPORTING PERSON
PN


 
 
 
CUSIP No.  961840105
 
 
SCHEDULE 13D/A
Page 4 of 16 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
926,772 shares of Class A Common Stock
9
SOLE DISPOSITIVE POWER
- 0 -
10
SHARED DISPOSITIVE POWER
926,772 shares of Class A Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
926,772 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)
1.03%
14
TYPE OF REPORTING PERSON
CO

 
 
 
CUSIP No.  961840105
 
 
SCHEDULE 13D/A
Page 5 of 16 Pages



1
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
1,888,549 shares of Class A Common Stock
9
SOLE DISPOSITIVE POWER
- 0 -
10
SHARED DISPOSITIVE POWER
1,888,549 shares of Class A Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,888,549 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)
2.10%
14
TYPE OF REPORTING PERSON
PN


 
 
 
CUSIP No.  961840105
 
 
SCHEDULE 13D/A
Page 6  of 16 Pages



1
NAME OF REPORTING PERSONS
Clinton Special Opportunities 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
683,132 shares of Class A Common Stock
9
SOLE DISPOSITIVE POWER
- 0 -
10
SHARED DISPOSITIVE POWER
683,132 shares of Class A Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
683,132 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)
0.76%
14
TYPE OF REPORTING PERSON
CO

 
 
 
CUSIP No.  961840105
 
 
SCHEDULE 13D/A
Page 7  of 16 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
6,225,313 shares of Class A Common Stock
9
SOLE DISPOSITIVE POWER
- 0 -
10
SHARED DISPOSITIVE POWER
6,225,313 shares of Class A Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
6,225,313 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)
6.92%
14
TYPE OF REPORTING PERSON
CO; IA

 
 
 
CUSIP No.  961840105
 
 
SCHEDULE 13D/A
Page 8  of 16 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
6,225,313 shares of Class A Common Stock
9
SOLE DISPOSITIVE POWER
- 0 -
10
SHARED DISPOSITIVE POWER
6,225,313 shares of Class A Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
6,225,313 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)
6.92%
14
TYPE OF REPORTING PERSON
IN


 
 
 
CUSIP No.  961840105
 
 
SCHEDULE 13D/A
Page 9  of 16 Pages


This Amendment No. 9 ("Amendment No. 9") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on August 30, 2012 (the "Original Schedule 13D"), Amendment No. 1 to the Original Schedule 13D, filed with the SEC on September 5, 2012 (“Amendment No. 1”), Amendment No. 2 to the Original Schedule 13D, filed with the SEC on September 13, 2012 (“Amendment No. 2”), Amendment No. 3 to the Original Schedule 13D, filed with the SEC on September 17, 2012 (“Amendment No. 3”), Amendment No. 4 to the Original Schedule 13D, filed with the SEC on September 19, 2012 (“Amendment No. 4”), Amendment No. 5 to the Original Schedule 13D, filed with the SEC on September 21, 2012 (“Amendment No. 5”), Amendment No. 6 to the Original Schedule 13D, filed with the SEC on September 27, 2012 (“Amendment No. 6”), Amendment No. 7 to the Original Schedule 13D, filed with the SEC on October 1, 2012 (“Amendment No. 7”) and Amendment No. 8 to the Original Schedule 13D, filed with the SEC on October 3, 2012 (“Amendment No. 8” and together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7 and this Amendment No. 9, the "Schedule 13D") with respect to the Class A common stock, par value $0.10 per share (the "Class A Common Stock"), of The Wet Seal, Inc., a Delaware corporation (the "Issuer").  Capitalized terms used herein and not otherwise defined in this Amendment No. 9 have the meanings set forth in the Schedule 13D.  This Amendment No. 9 amends Items 2, 3, 4, 5, 6 and 7 as set forth below.

As a result of Clinton’s abandonment of the Consent Solicitation (as described in Items 4 and 5 of this Schedule 13D), Clinton and the Nominees are no longer deemed to be a “group” for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 13d-5(b)(1) promulgated thereunder.  As described in Item 5 of this Schedule 13D, Clinton and each of the Nominees have terminated (i) their status as a “group” for purposes of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) promulgated thereunder with respect to the Class A Common Stock and (ii) the Joint Filing Agreement, dated August 30, 2012.  The security ownership reported in this Amendment No. 9 does not include the security ownership by any of the Nominees.  This Amendment No. 9 only reports information on the Reporting Persons identified in the cover pages hereto and not the Nominees.

 
Item 2.
IDENTITY AND BACKGROUND.

Paragraphs (a)–(c) and (f) of Item 2 are hereby amended and restated in their entirety as follows:

(a)           This statement is filed by (i) Clinton Spotlight Fund, L.P., a Delaware limited partnership ("Spotlight Fund"); (ii) Clinton Spotlight Master Fund, L.P., a Cayman Islands exempted limited partnership ("SPOT"); (iii) Clinton Magnolia Master Fund, Ltd., a Cayman Islands exempted company ("Magnolia"); (iv) Clinton Retail Opportunity Partnership, L.P., a Delaware limited partnership ("CROP"); (v) Clinton Special Opportunities Master Fund, Ltd., a Cayman Islands exempted company ("CSO"); (vi) Clinton Group, Inc., a Delaware corporation, which serves as the investment manager to SPOT, Magnolia, CROP and CSO (“CGI”); and (vii) George E. Hall, a United States citizen, who serves as President of CGI ("Mr. Hall" and together with Spotlight Fund, SPOT, Magnolia, CROP, CSO and CGI, “Clinton”).
 
(b)           The principal business address of Spotlight Fund, CROP, CGI and Mr. Hall is 9 West 57th Street, 26th Floor, New York, New York 10019.  The principal business address of SPOT, Magnolia and CSO is c/o Fortis Fund Services (Cayman) Limited, P.O. Box 2003 GT, Grand Pavilion Commercial Centre, 802 West Bay Road, Grand Cayman, Cayman Islands.
 
 
 
 
CUSIP No.  961840105
 
 
SCHEDULE 13D/A
Page 10of  16 Pages

 
(c)           The principal business of CGI is to provide investment management services to private individuals and institutions.  The principal business of SPOT, Magnolia, CROP and CSO is to invest in securities.  The principal business of Spotlight Fund is to serve as a domestic feeder fund for SPOT.  The principal business of Mr. Hall is to serve as President of CGI.

(f)           Mr. Hall is a citizen of the United States of America.

Item 3.
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:

The Reporting Persons used a total of approximately $18,961,000 (including brokerage commissions) in the aggregate to acquire the shares of Class A Common Stock reported herein as beneficially owned.

Funds for the purchase of the Class A Common Stock reported herein as beneficially held by Clinton were derived from (i) available working capital of Spotlight Fund, for the shares of Class A Common Stock held directly by it; (ii) available working capital of SPOT, for the shares of Class A Common Stock held directly by it; (iii) available working capital of Magnolia, for the shares of Class A Common Stock held directly by it; (iv) available working capital of CROP, for the shares of Class A Common Stock held directly by it; (v) available working capital of CSO, for the shares of Class A Common Stock held directly by it; and (vi) margin borrowings described in the following sentence, for the shares of Class A Common Stock held directly by Spotlight Fund, SPOT, Magnolia, CROP and CSO.  Such Class A Common Stock is held by Clinton in commingled margin accounts, which may extend margin credit to Clinton from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account. The margin accounts bear interest at a rate based upon the broker’s call rate from time to time in effect. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Class A Common Stock reported herein as beneficially owned by Clinton.

Item 4.
PURPOSE OF TRANSACTION.

Item 4 is hereby amended and supplemented by the addition of the following:

On October 4, 2012, CGI entered into an agreement with the Issuer (the “Settlement Agreement”) regarding the composition of the Board.  Under the terms of the Settlement Agreement, the Issuer confirmed that (i) it had accepted the resignation of Harold D. Kahn, Jonathan Duskin, Sidney M. Horn and Henry D. Winterstern (collectively, the “Resigning Directors”) as directors of the Issuer, effective immediately, and (ii) appointed Dorrit M. Bern, Lynda J. Davey, Mindy C. Meads and John S. Mills to fill the vacancies resulting from such resignations.

In addition, under the terms of the Settlement Agreement, the Resigning Directors shall make themselves reasonably telephonically available as requested by the newly composed Board and Mr. Kahn shall continue to provide consulting services by telephone to the Board and the Issuer pursuant to his revised compensation arrangements.  Each of the Resigning Directors shall be entitled to the vesting of a pro rata portion of his or her existing restricted stock grant for the period of his or her service as a director from the date of the 2012 Annual Meeting through October 4, 2012.
 
 
 
 
CUSIP No.  961840105
 
 
SCHEDULE 13D/A
Page 11  of 16 Pages

 
Under the terms of the Settlement Agreement, Clinton agreed to (i) immediately cease, and cause its affiliates to cease, any and all solicitation efforts in connection with the Consent Solicitation and (ii) not vote, deliver or otherwise use any consents that may have been received to date pursuant to the Consent Solicitation.  The Issuer has also agreed to reimburse Clinton for its reasonable and documented expenses incurred in connection with Clinton’s solicitation of consents, not to exceed $250,000.  Furthermore, the Issuer and Clinton each waived, discharged and released, and covenanted not to sue, the other party or its respective controlling persons, officers, directors, stockholders, agents, affiliates, employees, attorneys, advisors and assigns, past and present, in their capacity as such for any and all claims, causes of action, actions, judgments, liens, debts, contracts, indebtedness, damages, losses, liabilities, rights, interests and demands (other than fraud).

The foregoing summary is qualified in its entirety by reference to the full text of the Settlement Agreement, a copy of which is attached as Exhibit 12 to this Schedule 13D and is incorporated by reference herein.
 
 
Item 5.
INTEREST IN SECURITIES OF THE ISSUER.

Paragraphs (a) – (c) of Item 5 are hereby amended and restated as follows:

(a) The aggregate number and percentage of shares of Class A Common Stock to which this Schedule 13D relates is 6,225,313 shares of Class A Common Stock, constituting approximately 6.92% of the Issuer’s currently outstanding Class A Common Stock.  The aggregate number and percentage of shares of Class A Common Stock reported herein are based upon the 90,017,949 shares of Class A Common Stock outstanding as of August 31, 2012, as reported in the Issuer's definitive Consent Revocation Statement on Schedule 14A filed with the Securities and Exchange Commission on September 24, 2012.

By virtue of Clinton’s abandonment of the Consent Solicitation, Clinton and the Nominees are no longer deemed to have formed a "group" within the meaning of Section 13(d)(3) of the Exchange Act.  As a result, all shares of Class A Common Stock reported herein are beneficially owned by Clinton.
 
(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 2,726,010 shares of Class A Common Stock.
   
Percentage: Approximately 3.03% as of the date hereof.
 
(b)
1.
Sole power to vote or direct vote: 0
   
2.
Shared power to vote or direct vote: 2,726,010 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: 2,726,010 shares of Class A Common Stock
 
 
 
 
 
CUSIP No.  961840105
 
 
SCHEDULE 13D/A
Page  12  of 16 Pages


(iii)
Magnolia:
  
 
(a)
As of the date hereof, Magnolia may be deemed the beneficial owner of 926,772 shares of Class A Common Stock.
   
Percentage: Approximately 1.03% as of the date hereof.
 
(b)
1.
Sole power to vote or direct vote: 0
   
2.
Shared power to vote or direct vote: 926,772 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: 926,772 shares of Class A Common Stock

(iv)
CROP:
  
 
(a)
As of the date hereof, CROP may be deemed the beneficial owner of 1,888,549 shares of Class A Common Stock.
   
Percentage: Approximately 2.10% as of the date hereof.
 
(b)
1.
Sole power to vote or direct vote: 0
   
2.
Shared power to vote or direct vote: 1,888,549 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: 1,888,549 shares of Class A Common Stock
 
(v)
CSO:
  
 
(a)
As of the date hereof, CSO may be deemed the beneficial owner of 683,132 shares of Class A Common Stock.
   
Percentage: Approximately 0.76% as of the date hereof.
 
(b)
1.
Sole power to vote or direct vote: 0
   
2.
Shared power to vote or direct vote: 683,132 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: 683,132 shares of Class A Common Stock

(vi)
CGI:
  
 
(a)
As of the date hereof, CGI may be deemed the beneficial owner of 6,225,313 shares of Class A Common Stock.
   
Percentage: Approximately 6.92% as of the date hereof.
 
(b)
1.
Sole power to vote or direct vote: 0
   
2.
Shared power to vote or direct vote: 6,225,313 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: 6,225,313 shares of Class A Common Stock

 (vii)
Mr. Hall:
  
 
(a)
As of the date hereof, Mr. Hall may be deemed the beneficial owner of 6,225,313 shares of Class A Common Stock.
   
Percentage: Approximately 6.92% as of the date hereof.
 
(b)
1.
Sole power to vote or direct vote: 0
   
2.
Shared power to vote or direct vote: 6,225,313 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: 6,225,313 shares of Class A Common Stock
 
 
 
 
 
CUSIP No.  961840105
 
 
SCHEDULE 13D/A
Page 13  of 16 Pages


(b) By virtue of investment management agreements with Spotlight Fund, SPOT, Magnolia, CROP and CSO, CGI has the power to vote or direct the voting, and to dispose or direct the disposition, of all of the 6,225,313 shares of Class A Common Stock beneficially owned by Spotlight Fund, SPOT, Magnolia, CROP and CSO.  By virtue of his direct and indirect control of CGI, Mr. Hall is deemed to have shared voting power and shared dispositive power with respect to all Class A Common Stock as to which CGI has voting power or dispositive power.

(c) All transactions in Class A Common Stock effected by the Reporting Persons since the filing of Amendment No. 8 are set forth in Schedule B hereto. Unless otherwise indicated, all such transactions were effected in the open market.


Item 6.
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Item 6 of this Schedule 13D is hereby amended and supplemented as follows:

On October 4, 2012, the Issuer and CGI entered into the Settlement Agreement, the terms of which are described in Item 4 of this Schedule 13D.

The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto.  A copy of such agreement is attached as Exhibit 13 and is incorporated by reference herein.

Item 7.
MATERIAL TO BE FILED AS EXHIBITS.

Item 7 of this Schedule 13D is hereby amended and supplemented as follows:

Exhibit
Description
12
Agreement between Clinton Group, Inc. and The Wet Seal, Inc., dated October 4, 2012.
13
Joint Filing Agreement, dated October 5, 2012.


 
 
 
CUSIP No.  961840105
 
 
SCHEDULE 13D/A
Page 14  of 16 Pages



SIGNATURES
 
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Date: October 5, 2012
 
 
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/A
Page 15  of 16 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
  
     
     


 
 
 
CUSIP No.  961840105
 
 
SCHEDULE 13D/A
Page 16  of 16 Pages


SCHEDULE B


Transaction History of the Reporting Persons with respect to Class A Common Stock


This Schedule sets forth information with respect to each purchase and sale of shares of Class A Common Stock that were effectuated by a Reporting Person since the filing of the Original Schedule 13D.  SPOT, Magnolia and CROP are the only Reporting Persons to have effectuated transactions in Class A Common Stock since the filing of Amendment No. 8.  Unless otherwise indicated, all transactions were effectuated in the open market through a broker.


Clinton Spotlight Master Fund, L.P.

Trade Date
Shares Purchased (Sold)
Price Per Share ($)
10/3/2012
62,500
3.178
10/3/2012
(33,750)
3.1306
10/3/2012
(78,750)
3.143
10/3/2012
11,250
3.1205
10/3/2012
22,500
3.1571
10/4/2012
45,000
3.14
10/4/2012
(22,500)
3.1279


Clinton Magnolia Master Fund, Ltd.

Trade Date
Shares Purchased (Sold)
Price Per Share ($)
10/3/2012
18,750
3.178
10/3/2012
(15,000)
3.1306
10/3/2012
(35,001)
3.143
10/3/2012
5,000
3.1205
10/3/2012
10,000
3.1571
10/4/2012
20,000
3.14
10/4/2012
(10,000)
3.1279


Clinton Retail Opportunity Partnership, L.P.

Trade Date
Shares Purchased (Sold)
Price Per Share ($)
10/3/2012
43,750
3.178
10/3/2012
(26,250)
3.1306
10/3/2012
(61,249)
3.143
10/3/2012
8,750
3.1205
10/3/2012
17,500
3.1571
10/4/2012
35,000
3.14
10/4/2012
(17,500)
3.1279

EX-12 2 exhibit12.htm EXHIBIT 12 exhibit12.htm

EXHIBIT 12


Agreement between Clinton Group, Inc. and The Wet Seal, Inc., dated October 4, 2012

 
The Wet Seal, Inc.
26972 Burbank
Foothill Ranch, CA 92610
 
October 4, 2012
 
 

 
 
Clinton Group, Inc.
9 West 57th Street, 26th Floor
New York, NY 10019
Attn:   Mr. Joseph A. De Perio
    Mr. George E. Hall
    Mr. Gregory P. Taxin
 
Gentlemen:
 
This letter constitutes the agreement (the "Agreement") between Clinton Group, Inc., a Delaware corporation, on behalf of itself and its affiliated funds, persons and entities, both current and future (collectively, "Clinton"), and The Wet Seal, Inc., a Delaware corporation (the "Company").
 
WHEREAS, Clinton is the beneficial owner of 6,225,313 shares of Class A common stock, par value $0.10 per share, of the Company (“Class A Common Stock”), which represents approximately 6.92% of the issued and outstanding shares of Class A Common Stock;
 
WHEREAS, Clinton is currently engaged in a solicitation of consents from the Company’s stockholders (the “Consent Solicitation”) with respect to, among other things, the removal of certain current members on the Company’s board of directors (the “Board”) and the election of Dorrit M. Bern, Lynda J. Davey, Mindy C. Meads and John S. Mills to serve as directors of the Board;
 
WHEREAS, Clinton agrees that it believes it has but not delivered valid written consents to remove the Resigning Directors (as defined below); and
 
WHEREAS, the Company and Clinton desire to resolve the Consent Solicitation and all matters related thereto and, in furtherance thereof, undertake the actions and agreements contained herein.
 
 
 
 
 
 
 
NOW, THEREFORE, in consideration of the promises and the representations, warranties and agreements contained herein, and other good and valuable consideration, the parties hereto mutually agree as follows:
 
1.   The Company hereby confirms that simultaneously with the execution of this Agreement, the Board will take the following actions in the following order:
 
(a)   authorize the reimbursement to Clinton of the reasonable and documented out-of-pocket expenses incurred by Clinton in connection with the Consent Solicitation, not to exceed $250,000 in the aggregate;
 
(b)   accept the resignation of Harold D. Kahn, Jonathan Duskin, Sidney M. Horn and Henry D. Winterstern (collectively, the “Resigning Directors”) as directors of the Company, effective upon the execution of this Agreement; and
 
(c)   appoint Dorrit M. Bern, Lynda J. Davey, Mindy C. Meads and John S. Mills to fill the four vacancies resulting from the foregoing resignations and the one pre-existing vacancy, such that the Board will be composed of Ms. Bern, Ms. Davey, Ms. Meads, Mr. Mills, Mr. Kenneth M. Reiss, Ms. Kathy Bronstein, Mr. John Goodman and one vacant seat (the “New Board”).
 
2.   From the date hereof through October 23, 2012, (a) the Resigning Directors shall make themselves reasonably available to the New Board by telephone as reasonably requested by the New Board to facilitate an orderly transition to the New Board; and (b) Mr. Kahn shall continue to provide consulting services to the Board and the Company pursuant to the revised compensation arrangements previously agreed to between the Company and Mr. Kahn; provided that such consulting services shall only be provided by telephone.  Each of the Resigning Directors shall be entitled to the vesting of a pro rata portion of his existing restricted stock grant, for the period of his service as a director from the date of the Company’s 2012 annual meeting through the date hereof.
 
3.   Clinton hereby agrees that it (a) shall immediately cease, and shall cause its affiliates to cease, any and all solicitation efforts in connection with the Consent Solicitation and (b) shall not vote, deliver or otherwise use any consents that may have been received to date pursuant to the Consent Solicitation.
 
4.   The Company shall issue a press release in a form reasonably approved by Clinton (the "Press Release") prior to the opening of trading on October 5, 2012, the Company shall file with the Securities and Exchange Commission (the “SEC”) a corresponding Form 8-K that includes both the Press Release and this Agreement, and Clinton shall file with the SEC a Schedule 13D/A that includes this Agreement and confirms its abandonment of the Consent Solicitation.
 
5.   (a) Clinton, for the benefit of the Company and each of the Company's controlling persons, officers, directors, stockholders, agents, affiliates, employees, attorneys, advisors and assigns, past and present, in their capacity as such (the Company and each such person being a "Company Released Person"), hereby forever fully waives, discharges and releases, and covenants not to sue, any of the Company Released Persons for any and all claims, causes of
 
 
 
 
 
 
action, actions, judgments, liens, debts, contracts, indebtedness, damages, losses, liabilities, rights, interests and demands of whatsoever kind or character (other than fraud) (collectively, "Claims") based on any event, fact, act, omission, or failure to act by the Company Released Persons, whether known or unknown, occurring or existing prior to the execution of this Agreement; provided, however, this waiver and release and covenant not to sue shall not include any Claims arising out of or related to any obligations under, or breach of, this Agreement; provided, further, nothing in the foregoing shall be deemed or constructed, now or hereafter, as limiting in any manner any right of indemnification inuring to the benefit of any director or former director of the Company arising under the organizational documents of the Company or otherwise.
 
(b)   The Company, for the benefit of Clinton and its controlling persons, officers, directors, stockholders, agents, affiliates, employees, attorneys, advisors and assigns, past and present, in their capacity as such (each such person being a "Clinton Released Person"), hereby forever fully waives, discharges and releases and covenants not to sue, for any Claim based on any event, fact, act, omission or failure to act by such Clinton Released Person, whether known or unknown, occurring or existing prior to the execution of this Agreement; provided, however, this waiver and release and covenant not to sue shall not include any Claims arising out of or related to any obligations under, or breach of, this Agreement.
 
(c)   It is the intention of the parties that the foregoing release set forth above in subsections (a) and (b) of this paragraph shall be effective as a bar to all matters released herein.  In furtherance and not in limitation of such intention, the release described herein shall be, and shall remain in effect as, a full and complete release, notwithstanding the discovery or existence of any additional or different facts or claims.  It is expressly understood and agreed that this Agreement is intended to cover and does cover not only all known facts and/or claims but also any further facts and/or claims not now known or anticipated, but which may later develop or should be discovered, including all the effects and consequences thereof. To further effectuate this intention, each party hereto acknowledges its awareness of California Civil Code Section 1542, which reads as follows:
 
“A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
 
It is the intention of each party hereto to waive their respective rights under that section and any statute, rule, and legal doctrine of similar import for any and all matters released herein.  In waiving the provisions or Section 1542 of the California Civil Code, each party hereto expressly acknowledges and understands that it may hereafter discover facts in addition to or different from those which it now believes to be true with respect to the subject matter of the matters released herein, but expressly agrees that it has taken these possibilities into account in electing to participate in this Agreement, and that the release given herein shall be and remain in effect as a full and complete release notwithstanding the discovery or existence of any such additional or different facts, as to which each party hereto expressly assumes the risk.
 
 
 
 
 
 
 
6.   This Agreement may be executed by the signatories hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.
 
7.   This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. The parties hereto each (a) irrevocably and unconditionally consent to the personal jurisdiction and venue of the federal or state courts in the State of Delaware; (b) shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (c) shall not bring any action relating to this Agreement or otherwise in any court other than the federal or state courts located in the State of Delaware.
 
8.   This Agreement contains the entire agreement between Clinton and the Company concerning the subject matter hereof. This Agreement shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement may not be assigned by any party without the express written consent of the other party. No amendment, modification, supplement or waiver of any provision of this Agreement may in any event be effective unless in writing and signed by the party affected thereby.
 
9.   Clinton shall refrain from disparaging, or taking any action reasonably likely to damage the business or the reputation of the Company Released Parties.
 
10.   Subject to Section 1(a) hereof, each party shall be responsible for its own fees and expenses incurred in connection with the negotiation, execution and effectuation of this Agreement.
 
11.   The parties hereby acknowledge and agree that the Company Released Persons are express third party beneficiaries to this Agreement and are expressly granted the right to enforce the terms hereof including without limitation Sections 2 and 5(a).
 

 
[signature page follows]
 

 
 
 


 
 
Very truly yours,
 

 
 
THE WET SEAL, INC.
 
 
 
By: /s/ Steven H. Benrubi                  
 
Name: Steven H. Benrubi
 
Title:  Executive Vice President,
 
Chief Financial Officer and Corporate Secretary
 
Accepted and agreed to:
 
CLINTON GROUP, INC.
on behalf of itself and its affiliates
 
 
By:
/s/ George Hall                         
Name:
George Hall
Title:
Chief Executive Officer
EX-13 3 exhibit13.htm EXHIBIT 13 exhibit13.htm
 
 
EXHIBIT 13
 

Joint Filing Agreement, dated October 5, 2012

PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows that such information is inaccurate.

Dated: October 5, 2012.

 
 
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