0000902664-13-003053.txt : 20130822 0000902664-13-003053.hdr.sgml : 20130822 20130822130611 ACCESSION NUMBER: 0000902664-13-003053 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130822 DATE AS OF CHANGE: 20130822 GROUP MEMBERS: CLINTON GROUP, INC. GROUP MEMBERS: CLINTON MAGNOLIA MASTER FUND, LTD. GROUP MEMBERS: CLINTON RELATIONAL OPPORTUNITY MASTER FUND, L.P. GROUP MEMBERS: CLINTON RELATIONAL OPPORTUNITY, LLC GROUP MEMBERS: CLINTON SPECIAL OPPORTUNITIES MASTER FUND, LTD. GROUP MEMBERS: CLINTON SPOTLIGHT FUND, L.P. GROUP MEMBERS: CLINTON SPOTLIGHT MASTER FUND, L.P. GROUP MEMBERS: GEH CAPITAL, INC. GROUP MEMBERS: GEORGE E. HALL 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: 131054749 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: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2128250400 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 p13-1669sc13da.htm THE WET SEAL, INC.

 

 

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
 

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)
 

August 22, 2013

(Date of Event Which Requires Filing of This Statement)
 

 

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), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

 

(Page 1 of 21 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. 961840105SCHEDULE 13D/APage 2 of 21 Pages

 

1

NAME OF REPORTING PERSON

Clinton Spotlight Fund, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) £

(b) S

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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)

0.00%

14

TYPE OF REPORTING PERSON

PN

         

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 3 of 21 Pages

 

1

NAME OF REPORTING PERSON

Clinton Spotlight Master Fund, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) £

(b) S

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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

2,735,456 shares of Class A Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,735,456 shares of Class A Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

2,735,456 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)

3.07%

14

TYPE OF REPORTING PERSON

PN

         

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 4 of 21 Pages

 

1

NAME OF REPORTING PERSON

Clinton Magnolia Master Fund, Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) £

(b) S

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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

785,746 shares of Class A Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

785,746 shares of Class A Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

785,746 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)

0.88%

14

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 5 of 21 Pages

 

 

 

1

NAME OF REPORTING PERSON

Clinton Relational Opportunity Master Fund, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) £

(b) S

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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

1,706,333 shares of Class A Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,706,333 shares of Class A Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,706,333 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)

1.92%

14

TYPE OF REPORTING PERSON

PN

         

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 6 of 21 Pages

 

1

NAME OF REPORTING PERSON

Clinton Relational Opportunity, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) £

(b) S

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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

1,706,333 shares of Class A Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,706,333 shares of Class A Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,706,333 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)

1.92%

14

TYPE OF REPORTING PERSON

CO; IA

         
 
CUSIP No. 961840105SCHEDULE 13D/APage 7 of 21 Pages

 

1

NAME OF REPORTING PERSON

Clinton Special Opportunities Master Fund, Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) £

(b) S

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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

35,500 shares of Class A Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

35,500 shares of Class A Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

35,500 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)

0.04%

14

TYPE OF REPORTING PERSON

CO

         
 
CUSIP No. 961840105SCHEDULE 13D/APage 8 of 21 Pages

 

1

NAME OF REPORTING PERSON

GEH Capital, Inc.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) £

(b) S

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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

100,000 shares of Class A Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

100,000 shares of Class A Common Stock

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)

0.11%

14

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 9 of 21 Pages

 

1

NAME OF REPORTING PERSON

Clinton Group, Inc.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) £

(b) S

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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

5,666,200 shares of Class A Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

5,666,200 shares of Class A Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

5,666,200 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)

6.37%

14

TYPE OF REPORTING PERSON

CO; IA

         

 

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 10 of 21 Pages

 

1

NAME OF REPORTING PERSON

George E. Hall

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) £

(b) S

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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

5,766,200 shares of Class A Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

5,766,200 shares of Class A Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

5,766,200 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)

6.48%

14

TYPE OF REPORTING PERSON

IN

         

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 11 of 21 Pages

 

This Amendment No. 13 ("Amendment No. 13") 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”), Amendment No. 8 to the Original Schedule 13D, filed with the SEC on October 3, 2012 (“Amendment No. 8”), Amendment No. 9 to the Original Schedule 13D, filed with the SEC on October 5, 2012 ("Amendment No. 9"), Amendment No. 10 to the Original Schedule 13D, filed with the SEC on October 22, 2012 ("Amendment No. 10"), Amendment No. 11 to the Original Schedule 13D, filed with the SEC on February 13, 2013 ("Amendment No. 11"), and Amendment No. 12 to the Original Schedule 13D, filed with the SEC on June 25, 2013 ("Amendment No. 12" 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, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11 and this Amendment No. 13, 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. 13 have the meanings set forth in the Schedule 13D. This Amendment No. 13 amends Items 2, 3, 4, 5, 6 and 7 as set forth below.

 

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

(a) This Schedule 13D 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 Relational Opportunity Master Fund, L.P., a Cayman Islands exempted limited partnership ("CREL"); (v) Clinton Relational Opportunity, LLC, a Delaware limited liability company, which serves as the investment manager to CREL ("CRO"); (vi) Clinton Special Opportunities Master Fund, Ltd., a Cayman Islands exempted company ("CSO"); (vii) GEH Capital, Inc., a Delaware corporation ("GEHC"); (viii) Clinton Group, Inc., a Delaware corporation, which serves as the investment manager to SPOT, Magnolia and CSO (“CGI”); and (ix) George E. Hall, a United States citizen, who serves as Chief Executive Officer of CGI ("Mr. Hall" and together with Spotlight Fund, SPOT, Magnolia, CREL, CRO, CSO, GEHC and CGI, “Clinton”).

 

(b) The principal business address of Spotlight Fund, CRO, GEHC, CGI and Mr. Hall is 601 Lexington Avenue, 51st Floor, New York, New York 10022. The principal business address of SPOT, Magnolia, CREL and CSO is c/o Credit Suisse Administration Services (Cayman) Ltd., P.O. Box 2003 GT, Grand Pavilion Commercial Centre, 802 West Bay Road, Grand Cayman, Cayman Islands.

 

 

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 12 of 21 Pages

(c) The principal business of CRO and CGI is to provide investment management services to private individuals and institutions. The principal business of SPOT, Magnolia, CREL, CSO and GEHC 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 Chief Executive Officer of CGI.
   
  The name, citizenship, present principal occupation or employment and business address of each director and executive officer of CGI, Spotlight Fund, SPOT, Magnolia, CREL, CRO, CSO and GEHC is set forth in Schedule A attached hereto. To the best of the Reporting Persons' knowledge, except as set forth in this statement on Schedule 13D, none of such individuals owns any shares of Class A Common Stock.
   
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 approximately $20,073,000 (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 CREL, 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; (vi) available working capital of GEHC, for the shares of Class A Common Stock held directly by it; and (vii) margin borrowings described in the following sentence, for the shares of Class A Common Stock held directly by Spotlight Fund, SPOT, Magnolia, CREL, CSO and GEHC. 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 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
 
  On August 22, 2013, representatives of the Reporting Persons spoke with members of the Issuer's management and the Board to reiterate their support for the Issuer and its business plan.  Such representatives of the Reporting Persons also expressed their view that the Issuer should renew its buyback plan (or otherwise return excess capital to stockholders), preserving sufficient capital inside the Issuer to execute its business and store expansion plans.  Such representatives indicated their belief that such a return of capital, coupled with the store growth plan articulated by management, would be very accretive to future earnings and help generate significant stockholder value.

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 13 of 21 Pages

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER
   
Paragraphs (a) – (c) of Item 5 of the Schedule 13D 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 5,766,200 shares of Class A Common Stock, constituting approximately 6.48% 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 88,976,080 shares of Class A Common Stock outstanding as of May 24, 2013, as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended May 4, 2013 filed with the Securities and Exchange Commission on May 29, 2013.
     
  (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 2,735,456 shares of Class A Common Stock.
        Percentage: Approximately 3.07% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
        2. Shared power to vote or direct vote: 2,735,456 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: 2,735,456 shares of Class A Common Stock
           
  (iii) Magnolia:
    (a) As of the date hereof, Magnolia may be deemed the beneficial owner of 785,746 shares of Class A Common Stock.
        Percentage: Approximately 0.88% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
        2. Shared power to vote or direct vote: 785,746 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: 785,746 shares of Class A Common Stock
   
  (iv) CREL:
    (a) As of the date hereof, CREL may be deemed the beneficial owner of 1,706,333 shares of Class A Common Stock.
        Percentage: Approximately 1.92% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
        2. Shared power to vote or direct vote: 1,706,333 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: 1,706,333 shares of Class A Common Stock

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 14 of 21 Pages

 

  (v) CRO:
    (a) As of the date hereof, CRO may be deemed the beneficial owner of 1,706,333 shares of Class A Common Stock.
        Percentage: Approximately 1.92% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
        2. Shared power to vote or direct vote: 1,706,333 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: 1,706,333 shares of Class A Common Stock
       
  (vi) CSO:
    (a) As of the date hereof, CSO may be deemed the beneficial owner of 35,500 shares of Class A Common Stock.
        Percentage: Approximately 0.04% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
        2. Shared power to vote or direct vote: 35,500 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: 35,500 shares of Class A Common Stock
         
  (vii) GEHC:
    (a) As of the date hereof, GEHC 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: 0
        2. Shared power to vote or direct vote: 100,000 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: 100,000 shares of Class A Common Stock
   
  (viii) CGI:
    (a) As of the date hereof, CGI may be deemed the beneficial owner of 5,666,200 shares of Class A Common Stock.
        Percentage: Approximately 6.37% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
        2. Shared power to vote or direct vote: 5,666,200 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: 5,666,200 shares of Class A Common Stock

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 15 of 21 Pages

 

   
  (ix) Mr. Hall:
    (a) As of the date hereof, Mr. Hall may be deemed the beneficial owner of 5,766,200 shares of Class A Common Stock.
      Percentage: Approximately 6.48% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 5,766,200 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: 5,766,200 shares of Class A Common Stock
   
 

(b) By virtue of investment management agreements with Spotlight Fund, SPOT, Magnolia and CSO, its ownership of CRO, and a sub-advisory agreement governing a portion of a mutual fund portfolio ("CASF") that beneficially owns 402,315 shares of Class A Common Stock, CGI has the power to vote or direct the voting, and to dispose or direct the disposition, of all of the 5,666,200 shares of Class A Common Stock beneficially owned by Spotlight Fund, SPOT, Magnolia, CREL, CSO and CASF. By virtue of his direct and indirect control of CGI and indirect ownership of GEHC, 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 and GEHC have voting power or dispositive power.

 

(c) All transactions in Class A Common Stock effected by the Reporting Persons since the filing of Amendment No. 12 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:
 

 

Clinton is currently party to option contracts covering 1,154,900 shares of Class A Common Stock with an exercise date of September 21, 2013 and strike prices ranging from $4.00 to $5.00.

 

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 16 to this Schedule 13D and is incorporated by reference herein.

 

Other than the options and the joint filing agreement, there are no contracts, arrangements, understandings or relationships among the Reporting Persons or between the Reporting Persons and any other person with respect to securities of the Issuer.

 

Item 7. MATERIAL TO BE FILED AS EXHIBITS
   
Exhibit Description
17 Joint Filing Agreement, dated August 22, 2013

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 16 of 21 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: August 22, 2013

 

  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 Relational Opportunity Master Fund, L.P.
   
  By: Clinton Relational Opportunity, LLC,
its investment manager
     
  By: /s/ John Hall 
  Name: John Hall
  Title: Authorized Signatory

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 17 of 21 Pages

 

 

  Clinton Relational Opportunity, LLC
   
  By: /s/ John Hall
  Name: John Hall
  Title: Authorized Signatory
   
   
  Clinton Special Opportunities Master Fund, Ltd.
   
  By: Clinton Group, Inc., its investment manager
     
  By: /s/ Francis Ruchalski  
  Name: Francis Ruchalski
  Title: Chief Financial Officer
   
   
  GEH Capital, Inc.
   
  By: /s/ Francis Ruchalski  
  Name: Francis Ruchalski
  Title: Comptroller
   
   
  Clinton Group, Inc.
   
  By: /s/ Francis Ruchalski  
  Name: Francis Ruchalski
  Title: Chief Financial Officer
   
   
  /s/ George E. Hall
  George E. Hall

  

 
CUSIP No. 961840105SCHEDULE 13D/APage 18 of 21 Pages

Schedule A

 

Directors and Executive Officers of Certain Reporting Persons

 

CLINTON GROUP, INC.

 

The following sets forth the name, position and principal occupation of each director and executive officer of CGI. Each such person is a citizen of the United States of America. The business address of each director and executive officer is 601 Lexington Avenue, 251st Floor, New York, New York 10022.

 

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

 

CLINTON SPOTLIGHT FUND, L.P.

 

Clinton Spotlight GP, LLC, a Delaware limited liability company, is the general partner of Spotlight Fund. George Hall is the controlling person of Clinton Spotlight GP, LLC.

 

CLINTON SPOTLIGHT MASTER FUND, L.P.

 

Clinton Spotlight GP, LLC, a Delaware limited liability company, is the general partner of SPOT. George Hall is the controlling person of Clinton Spotlight GP, LLC.

 

CLINTON MAGNOLIA MASTER FUND, LTD.

 

The following sets forth the name, principal occupation and business address of each director of Magnolia. There are no executive officers of Magnolia. Each such person is a citizen of the United Kingdom.

 

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

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 19 of 21 Pages

 

CLINTON RELATIONAL OPPORTUNITY MASTER FUND, L.P.

 

Clinton Relational Opportunity GP LLC, a Delaware limited liability company, is the general partner of CREL. George Hall is the controlling person of Clinton Relational Opportunity GP LLC.

 

CLINTON RELATIONAL OPPORTUNITY, LLC

 

George Hall is the controlling person of CRO.

 

CLINTON SPECIAL OPPORTUNITIES MASTER FUND, LTD.

 

The following sets forth the name, principal occupation and business address of each director of CSO. There are no executive officers of CSO. Each such person is a citizen of the United Kingdom.

 

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

 

GEH CAPITAL, INC.

 

The following sets forth the name, position and principal occupation of each director and executive officer of GEHC. Each such person is a citizen of the United States of America. The business address of each director and executive officer is 601 Lexington Avenue, 251st Floor, New York, New York 10022.

 

Name Position and Principal Occupation
George E. Hall Director, Chief Executive Officer and President
Francis A. Ruchalski Director and Comptroller
John L. Hall Director, Chief Financial Officer, Secretary and Treasurer

 
CUSIP No. 961840105SCHEDULE 13D/APage 20 of 21 Pages

 Schedule B

The following table sets forth all transactions with respect to the shares of Class A Common Stock effected since the filing of Amendment No. 12 by any of the Reporting Persons.  Except as otherwise noted, all such transactions in the table were effected in the open market through a broker.

Clinton Spotlight Master Fund, L.P.

 

Date of Transaction Shares Purchased (Sold) Price per Share ($)
7/2/2013 (72,225) 4.8992
7/3/2013 (34,815) 4.8641
7/5/2013 (112,350) 4.8705
7/11/2013 5,000 4.9696
7/19/2013 (45,000) 4.75
7/19/2013 52,500 5
7/29/2013 3,000 4.4369
7/29/2013 9,000 4.4388
7/30/2013 4,957 4.3262
7/30/2013 42,200 4.4006
7/31/2013 20,713 4.3852
7/31/2013 29,600 4.4374
8/2/2013 25,000 4.3319
8/6/2013 12,500 4.2504
8/7/2013 23,750 4.2126
8/7/2013 16,500 4.2962
8/7/2013 15,000 4.1785
8/14/2013 10,000 4.1533
8/14/2013 2,500 4.1596
8/14/2013 12,500 4.145
8/14/2013 25,000 4.1288
8/16/2013 15,000 3.9612
8/16/2013 71,000 3.9505
8/21/2013 39,000 3.913
8/21/2013 30,000 3.9222

 

Clinton Magnolia Master Fund, Ltd.

 

Date of Transaction Shares Purchased (Sold) Price per Share ($)
7/2/2013 (100,575) 4.8992
7/2/2013 (100,000) 4.9
7/3/2013 (6,330) 4.8641
7/5/2013 (33,705) 4.8705
7/11/2013 2,000 4.9696
7/19/2013 (15,000) 4.75
7/29/2013 5,000 4.4438
7/30/2013 1,488 4.3262
7/30/2013 12,661 4.4006
7/31/2013 8,286 4.3852
7/31/2013 11,840 4.4374
8/2/2013 10,000 4.3319

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 21 of 21 Pages

 

8/6/2013 5,000 4.2504
8/14/2013 3,000 4.1533
8/14/2013 1,000 4.1596
8/14/2013 3,750 4.145
8/14/2013 7,500 4.1288
8/16/2013 4,500 3.9612
8/16/2013 21,300 3.9505
8/21/2013 22,000 3.9222

 

Clinton Relational Opportunity Master Fund, L.P.

 

Date of Transaction Shares Purchased (Sold) Price per Share ($)
6/28/2013 (379,400) 4.7147
6/28/2013 (120,600) 4.7332
6/28/2013 (100,000) 4.74
6/28/2013 100,000 4.74
7/2/2013 (50,700) 4.8992
7/3/2013 (22,155) 4.8641
7/5/2013 (67,410) 4.8705
7/11/2013 3,000 4.9696
7/19/2013 (40,000) 4.75
7/19/2013 22,500 5
7/29/2013 1,500 4.4369
7/29/2013 4,500 4.4388
7/30/2013 3,470 4.3262
7/30/2013 29,539 4.4006
7/31/2013 12,428 4.3852
7/31/2013 17,760 4.4374
8/2/2013 10,000 4.3319
8/6/2013 7,500 4.2504
8/7/2013 19,000 4.2126
8/7/2013 11,000 4.2962
8/7/2013 10,000 4.1785
8/14/2013 7,000 4.1533
8/14/2013 1,500 4.1596
8/14/2013 8,750 4.145
8/14/2013 17,500 4.1288
8/16/2013 10,500 3.9612
8/16/2013 49,700 3.9505
8/21/2013 39,000 3.9222

 

Clinton Special Opportunities Master Fund, Ltd.

Date of Transaction Shares Purchased (Sold) Price per Share ($)
6/28/2013 28,500 4.7047
6/28/2013 7,000 4.73

 

GEH Capital, Inc.

Date of Transaction Shares Purchased (Sold) Price per Share ($)
7/2/2013 100,000 4.9

.

 EX-17 2 p13-1669_exh17.htm JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K)

EXHIBIT 17

JOINT FILING AGREEMENT
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 shall 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 or has reason to believe that such information is inaccurate.

DATE: August 22, 2013

 

 

  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 Relational Opportunity Master Fund, L.P.
   
  By: Clinton Relational Opportunity, LLC,
its investment manager
     
  By: /s/ John Hall 
  Name: John Hall
  Title: Authorized Signatory

  

 
 

 

  Clinton Relational Opportunity, LLC
   
  By: /s/ John Hall
  Name: John Hall
  Title: Authorized Signatory
   
   
  Clinton Special Opportunities Master Fund, Ltd.
   
  By: Clinton Group, Inc., its investment manager
     
  By: /s/ Francis Ruchalski  
  Name: Francis Ruchalski
  Title: Chief Financial Officer
   
   
  GEH Capital, Inc.
     
  By: /s/ Francis Ruchalski
  Name: Francis Ruchalski
  Title: Comptroller
   
   
  Clinton Group, Inc.
   
  By: /s/ Francis Ruchalski  
  Name: Francis Ruchalski
  Title: Chief Financial Officer
   
   
  /s/ George E. Hall
  George E. Hall