-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EKTc4AyNcYb60N1UTGpQCXbJcNLATLMqfBgVJ9K8Vez1ZAVOl+HCatFeG/UnN+Mf RKEbPPTlsO5r824hYYZm2w== 0000921530-98-000130.txt : 19981106 0000921530-98-000130.hdr.sgml : 19981106 ACCESSION NUMBER: 0000921530-98-000130 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981105 GROUP MEMBERS: 3254127 CANADA INC. GROUP MEMBERS: GROSS-TEITELBAUM HOLDINGS, INC. GROUP MEMBERS: IRVING TEITELBAUM GROUP MEMBERS: LA SENZA INC. GROUP MEMBERS: LOS ANGELES EXPRESS FASHIONS, INC GROUP MEMBERS: STEPHEN GROSS GROUP MEMBERS: STEPHEN GROSS HOLDINGS INC. GROUP MEMBERS: SUZY SHIER EQUITIES INC. GROUP MEMBERS: SUZY SHIER INC. GROUP MEMBERS: SUZY SHIER LTD. GROUP MEMBERS: TEITELBAUM HOLDINGS INC 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: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-41525 FILM NUMBER: 98738783 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: TEITELBAUM HOLDINGS INC CENTRAL INDEX KEY: 0001071893 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O SUZY SHIER INC STREET 2: 1604 ST REGIS BLVD CITY: DORVAL QUEBEC CANADA STATE: A8 MAIL ADDRESS: STREET 1: 1604 ST REGIS BLVD STREET 2: HQP 1H6 CITY: DORVAL QUEBEC CANADA STATE: A8 SC 13D/A 1 SCHEDULE 13D AMEND. # 3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (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.3)* The Wet Seal, Inc. -------------------- (Name of Issuer) Class A Common Stock, $0.10 par Value --------------------------------------- (Title of Class of Securities) 961840105 -------------- (CUSIP Number) Irving Teitelbaum Suzy Shier Ltd. 1604 St. Regis Blvd. Dorval, Quebec H9P1H6 (514) 684-3651 ------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 15, 1998 ------------------------------- (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), 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(b) for other parties to whom copies are to be sent. *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 disclosure 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). (Continued on the following pages) Page 1 of 22 Pages Exhibit Index: Page 20 Page 2 of 22 Pages SCHEDULE 13D CUSIP No. 961840105 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) Gross-Teitelbaum Holdings, Inc. 2 Check the Appropriate Box If a Member of a Group* a. [x] b. [_] 3 SEC Use Only 4 Source of Funds* Not Applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization Canada 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 815,573 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 815,573 11 Aggregate Amount Beneficially Owned by Each Reporting Person 815,573 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 8.03% (Class B Shares held by the Reporting Person represent 28.00% of the outstanding Class B Shares. See Item 5.) 14 Type of Reporting Person* CO Information set forth herein is qualified by information set forth in Item 5. *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 22 Pages SCHEDULE 13D CUSIP No. 961840105 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) Los Angeles Express Fashions, Inc. 2 Check the Appropriate Box If a Member of a Group* a. [x] b. [_] 3 SEC Use Only 4 Source of Funds* Not Applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization Canada 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 1,300,000 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 1,300,000 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,300,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 12.21% (Class B Shares held by the Reporting Person represent 44.63% of the outstanding Class B Shares. See Item 5.) 14 Type of Reporting Person* CO Information set forth herein is qualified by information set forth in Item 5. *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 22 Pages SCHEDULE 13D CUSIP No. 961840105 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) Suzy Shier Inc. 2 Check the Appropriate Box If a Member of a Group* a. [x] b. [_] 3 SEC Use Only 4 Source of Funds* Not Applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization Canada 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 0 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 0% (Class B Shares held by the Reporting Person represent 0% of the outstanding Class B Shares. See Item 5.) 14 Type of Reporting Person* CO Information set forth herein is qualified by information set forth in Item 5. *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 5 of 22 Pages SCHEDULE 13D CUSIP No. 961840105 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) Suzy Shier Equities Inc. (Formerly known as 3254143 Canada Inc.) 2 Check the Appropriate Box If a Member of a Group* a. [x] b. [_] 3 SEC Use Only 4 Source of Funds* WC 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization Canada 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 1,579,000 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 1,579,000 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,579,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 14.59% (Class B Shares held by the Reporting Person represent 50.64% of the outstanding Class B Shares. See Item 5.) 14 Type of Reporting Person* CO Information set forth herein is qualified by information set forth in Item 5. *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 6 of 22 Pages SCHEDULE 13D CUSIP No. 961840105 15 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) Suzy Shier Ltd. 16 Check the Appropriate Box If a Member of a Group* a. [x] b. [_] 17 SEC Use Only 18 Source of Funds* AF 19 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 20 Citizenship or Place of Organization Canada 21 Sole Voting Power Number of 0 Shares Beneficially 22 Shared Voting Power Owned By 1,978,500 Each Reporting 23 Sole Dispositive Power Person 0 With 24 Shared Dispositive Power 1,978,500 25 Aggregate Amount Beneficially Owned by Each Reporting Person 1,978,500 26 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 27 Percent of Class Represented By Amount in Row (11) 18.02% (Class B Shares held by the Reporting Person represent 55.96% of the outstanding Class B Shares. See Item 5.) 28 Type of Reporting Person* CO Information set forth herein is qualified by information set forth in Item 5. *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 7 of 22 Pages SCHEDULE 13D CUSIP No. 961840105 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) Stephen Gross Holdings Inc. 2 Check the Appropriate Box If a Member of a Group* a. [x] b. [_] 3 SEC Use Only 4 Source of Funds* Not Applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization Canada 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 1,978,500 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 1,978,500 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,978,500 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 18.02% (Class B Shares held by the Reporting Person represent 55.96% of the outstanding Class B Shares. See Item 5.) 14 Type of Reporting Person* CO Information set forth herein is qualified by information set forth in Item 5. *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 8 of 22 Pages SCHEDULE 13D CUSIP No. 961840105 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) Stephen Gross 2 Check the Appropriate Box If a Member of a Group* a. [x] b. [_] 3 SEC Use Only 4 Source of Funds* Not Applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization Canada 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 1,978,500 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 1,978,500 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,978,500 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 18.02% (Class B Shares held by the Reporting Person represent 55.96% of the outstanding Class B Shares. See Item 5.) 14 Type of Reporting Person* IN Information set forth herein is qualified by information set forth in Item 5. *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 9 of 22 Pages SCHEDULE 13D CUSIP No. 961840105 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) Teitelbaum Holdings Inc. 2 Check the Appropriate Box If a Member of a Group* a. [x] b. [_] 3 SEC Use Only 4 Source of Funds* Not Applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization Canada 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 2,794,073 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 2,794,073 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,794,073 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [_] 13 Percent of Class Represented By Amount in Row (11) 23.69% (Class B Shares held by the Reporting Person represent 83.96% of the outstanding Class B Shares. See Item 5.) 14 Type of Reporting Person* CO Information set forth herein is qualified by information set forth in Item 5. *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 10 of 22 Pages SCHEDULE 13D CUSIP No. 961840105 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) Irving Teitelbaum 2 Check the Appropriate Box If a Member of a Group* a. [x] b. [_] 3 SEC Use Only 4 Source of Funds* Not Applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization Canada 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 2,794,073 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 2,794,073 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,794,073 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [_] 13 Percent of Class Represented By Amount in Row (11) 23.69% (Class B Shares held by the Reporting Person represent 83.96% of the outstanding Class B Shares. See Item 5.) 14 Type of Reporting Person* IN Information set forth herein is qualified by information set forth in Item 5. *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 11 of 22 Pages SCHEDULE 13D CUSIP No. 961840105 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) La Senza Inc. 2 Check the Appropriate Box If a Member of a Group* a. [x] b. [_] 3 SEC Use Only 4 Source of Funds* WC 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization Canada 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 399,500 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 399,500 11 Aggregate Amount Beneficially Owned by Each Reporting Person 399,500 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 4.20% (Class B Shares held by the Reporting Person represent 5.32% of the outstanding Class B Shares. See Item 5.) 14 Type of Reporting Person* CO Information set forth herein is qualified by information set forth in Item 5. *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 12 of 22 Pages SCHEDULE 13D CUSIP No. 961840105 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) 3254127 Canada Inc. 2 Check the Appropriate Box If a Member of a Group* a. [x] b. [_] 3 SEC Use Only 4 Source of Funds* Not Applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization Canada 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 815,573 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 815,573 11 Aggregate Amount Beneficially Owned by Each Reporting Person 815,573 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 8.03% (Class B Shares held by the Reporting Person represent 28.00% of the outstanding Class B Shares. See Item 5.) 14 Type of Reporting Person* CO Information set forth herein is qualified by information set forth in Item 5. *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 13 of 22 Pages This Amendment No. 3 to Schedule 13D relates to shares of Class A Common Stock, $0.10 par value per share (the "Class A Shares"), of The Wet Seal, Inc. (the "Issuer"). This Amendment No. 3 supplementally amends the Initial Statement on Schedule 13D dated August 21, 1995 and all subsequent amendments thereto (collectively, the "Initial Statement") filed by the Reporting Persons. This Amendment No. 3 on Schedule 13D is being filed by the Reporting Persons to report that as a result of the recent acquisition of Class A Shares of the Issuer, the number of Class A Shares of which certain of the Reporting Persons may be deemed the beneficial owners has increased by more than one percent of the total number of outstanding Class A Shares. Previous filings on Schedule 13D report ownership on the basis of shares of Class B Common Stock (the "Class B Shares") which are convertible on a one-for-one basis into Class A Shares and which Class A Shares are registered under the Act. Consequently, this and all subsequent filings will report ownership on the basis of Class A Shares. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement. The Initial Statement is supplementally amended as follows. Item 1. Security and Issuer. This Statement relates to the Class A Shares. The address of the principal executive offices of the Issuer is 26972 Burbank, Foothill Ranch, California, 93610. Item 2. Identity and Background. This Statement is being filed on behalf of each of the following persons (collectively, the "Reporting Persons"): (i) Gross-Teitelbaum Holdings Inc. ("GTHI"), (ii) Los Angeles Express Fashions, Inc. ("LA"), (iii) Suzy Shier Inc. ("Suzy Shier Inc."), (iv) Suzy Shier Equities Inc., (v) Suzy Shier Ltd. ("Suzy Shier Ltd."), (vi) Stephen Gross Holdings Inc. ("SGHI "), (vii) Stephen Gross ("Mr. Gross"), (viii) Teitelbaum Holdings Inc. ("THI"), (ix) Irving Teitelbaum ("Mr. Teitelbaum"), (x) La Senza Inc. ("La Senza") and (xi) 3254127 Canada Inc. ("3254127"). In October 1997, the registered name of 3254143 Canada Inc. was changed to Suzy Shier Equities Inc. ("Suzy Shier Equities"). In or about November 1997, Suzy Shier Inc. exchanged its shares of LA for shares of Suzy Shier Equities. In addition, in or about November 1997, Suzy Shier Inc. entered a transaction whereby its ownership of Suzy Shier Equities was transferred to Suzy Shier Ltd. 2927977 Canada Inc., previously considered a Reporting Person, will not be deemed a Reporting Person by virtue of the fact that 100% of the voting shares of 3254127 are held by GTHI, the parent of 2927977 Canada Inc. Mr. Teitelbaum and Mr. Gross serve as directors of the Issuer. During the past five years, none of the Reporting Persons and to the best of the Reporting Persons' knowledge, any other person identified in response to this Item 2 has been (a) convicted in a criminal proceeding, or (b) been a party to any civil proceeding as a result of which he has been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. Page 14 of 22 Pages Item 3. Source and Amount of Funds or Other Consideration. Suzy Shier Equities expended approximately $1,518,156 of its working capital and La Senza expended approximately $4,038,771 of its working capital to purchase the securities reported herein as being acquired since September 6, 1998 (60 days prior to the date hereof). The Class A Shares (and securities derivative thereof) held by the Reporting Persons for the account(s) of La Senza, Suzy Shier Equities, LA and 3254127 may be held through margin accounts maintained with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firm's credit policies. The Class A Shares (and securities derivative thereof) which may be held in the margin accounts are pledged as collateral security for the repayment of debit balances in the respective accounts. Item 4. Purpose of Transaction. The transactions reported herein effected by Suzy Shier Equities and La Senza were carried out for investment purposes. Neither the Reporting Persons nor, to the best of their knowledge, any of the other individuals identified in response to Item 2, has any present plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. In addition, as directors of the Issuer, Mr. Teitelbaum and Mr. Gross may have influence over the corporate activities of the Issuer, including as may relate to transactions described in Item (a) through (j) of Item 4. Notwithstanding the foregoing, the Reporting Persons reserve the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose, or cause to be disposed of, such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, or to propose or take any action as described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, to the extent deemed advisable in light of general investment and trading policies of the Reporting Persons, market conditions or other factors. Item 5. Interest in Securities of the Issuer. (a) (i) GTHI and 3254127 may be deemed the beneficial owner of 815,573 Class A Shares (approximately 8.03% of the total number of Class A Shares outstanding assuming conversion of 815,573 Class B Shares). This number consists of 815,573 Class B Shares held for the account of 3254127. (ii) LA may be deemed the beneficial owner of 1,300,000 Class A Shares (approximately 12.21% of the total number of Class A Shares outstanding assuming conversion of 1,300,000 Class B Shares). This number consists of 1,300,000 Class B Shares held for its account. (iii) Suzy Shier Inc. may be deemed the beneficial owner of 0 Class A Shares (approximately 0% of the total number of Class A Shares outstanding). (iv) Suzy Shier Equities may be deemed the beneficial owner of 1,579,000 Class A Shares (approximately 14.59% of the total number of Class A Shares outstanding assuming conversion of 1,475,000 Class B Shares). This number consists of (1) 104,000 Class A Shares and 175,000 Class B Shares held for its account and (2) 1,300,000 Class B Shares held for the account of LA. (v) Suzy Shier Ltd., SGHI and Mr. Gross may be deemed the beneficial owner of 1,978,500 Class A Shares (approximately 18.02% of the total number of Class A Shares outstanding assuming conversion of 1,630,000 Page 15 of 22 Pages Class B Shares). This number consists of (1) 244,500 Class A Shares and 155,000 Class B Shares held for the account of La Senza, (2) 104,000 Class A Shares and 175,000 Class B Shares held for the account of Suzy Shier Equities and (3) 1,300,000 Class B Shares held for the account of LA. (vi) THI and Mr. Teitelbaum may be deemed the beneficial owner of 2,794,073 Class A Shares (approximately 23.69% of the total number of Class A Shares outstanding assuming conversion of 2,445,573 Class B Shares ). This number consists of (1) 244,500 Class A Shares and 155,000 Class B Shares held for the account of La Senza, (2) 104,000 Class A Shares and 175,000 Class B Shares held for the account of Suzy Shier Equities, (3) 1,300,000 Class B Shares held for the account of LA and (4) 815,573 Class B Shares held for the account of 3254127. (vii) La Senza may be deemed the beneficial owner of 399,500 Class A Shares (approximately 4.20% of the total number of Class A Shares outstanding assuming conversion of 155,000 Class B Shares). This number consists of (1) 244,500 Class A Shares and 155,000 Class B Shares held for its account. (b) (i) Each of Suzy Shier Ltd., SGHI, Mr. Gross, THI and Mr. Teitelbaum may be deemed to have shared power to direct the voting and disposition of the 399,500 Class A Shares held for the account of La Senza. (ii) Each of Suzy Shier Equities, Suzy Shier Ltd., SGHI, Mr. Gross, THI and Mr. Teitelbaum may be deemed to have shared power to direct the voting and disposition of the 1,300,000 Class A Shares held for the account of LA. (iii) Each of Suzy Shier Ltd., SGHI, Mr. Gross, THI and Mr. Teitelbaum may be deemed to have shared power to direct the voting and disposition of the 279,000 Class A Shares held for the account of Suzy Shier Equities. (iv) Each of GTHI, THI and Mr. Teitelbaum may be deemed to have shared power to direct the voting and disposition of the 815,573 Class A Shares held for the account of 3254127. (c) Except for the transactions disclosed on Annex A hereto, all of which were executed in block trades in the over-the-counter market, there have been no transactions with respect to the Class A Shares since September 6, 1998 (60 days prior to the date hereof) by any of the Reporting Persons. (d) (i) The shareholders of LA have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Class A Shares (and securities derivative thereof), held by LA in accordance with their ownership interests in LA. (ii) The shareholders of La Senza have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Class A Shares (and securities derivative thereof), held by La Senza in accordance with their ownership interests in La Senza. (iii) The shareholders of Suzy Shier Equities have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Class A Shares (and securities derivative thereof), held by Suzy Shier Equities in accordance with their ownership interests in Suzy Shier Equities. (iv) The shareholders of 3254127 have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Class A Shares (and securities derivative thereof), held by 3254127 in accordance with their ownership interests in 3254127. (e) Not applicable. Page 16 of 22 Pages With reference to the information set forth above, this filing shall not be deemed an admission that the Reporting Persons are the beneficial owners of any securities of the Issuer which are not directly held by them. Page 17 of 22 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: November 5, 1998 GROSS-TEITELBAUM HOLDINGS INC. By: /s/ I. Teitelbaum ----------------------------------- Name: I. Teitelbaum Title: Secretary LOS ANGELES EXPRESS FASHIONS, INC. By: /s/ I. Teitelbaum ----------------------------------- Name: I. Teitelbaum Title: Secretary SUZY SHIER INC. By /s/ I. Teitelbaum ----------------------------------- Name: I. Teitelbaum Title: Chairman & CEO SUZY SHIER EQUITIES INC. By: /s/ I. Teitelbaum ----------------------------------- Name: I. Teitelbaum Title: President SUZY SHIER LTD. By: /s/ I. Teitelbaum ----------------------------------- Name: I. Teitelbaum Title: Chairman and CEO Page 18 of 22 Pages STEPHEN GROSS HOLDINGS INC. By: /s/ Stephen Gross ----------------------------------- Name: Stephen Gross Title: Secretary STEPHEN GROSS /s/ Stephen Gross ----------------------------------------- TEITELBAUM HOLDINGS INC. By: /s/ I. Teitelbaum ----------------------------------- Name: I. Teitelbaum Title: Secretary IRVING TEITELBAUM /s/ Irving Teitelbaum ----------------------------------------- LA SENZA INC. By: /s/ I. Teitelbaum ----------------------------------- Name: I. Teitelbaum Title: Chairman and CEO 3254127 CANADA INC. By: /s/ I. Teitelbaum ----------------------------------- Name: I. Teitelbaum Title: President Page 19 of 22 Pages
ANNEX A RECENT TRANSACTIONS IN THE CLASS A COMMON STOCK OF THE WET SEAL INC. Date of Nature of Number of Price Per For the Account of Transaction Transaction Shares Share - ------------------ ----------- ----------- ------ ----- Suzy Shier Equities Inc. 9/15/98 BUY 500 $14.3625 9/15/98 BUY 33,600 $14.4250 9/15/98 BUY 65,900 $14.5500 9/16/98 BUY 4,000 $16.8625 La Senza Inc. 9/15/98 BUY 50,000 $14.2500 9/17/98 BUY 40,000 $16.2969 9/21/98 BUY 154,500 $17.3100
Page 20 of 22 Pages EXHIBIT INDEX Page No. -------- A. Joint Filing Agreement dated November 5, 1998 by and among Gross-Teitelbaum Holdings Inc., Los Angeles Express Fashions, Inc., Suzy Shier Inc., Suzy Shier Equities Inc., Suzy Shier Ltd., Stephen Gross Holdings Inc., Stephen Gross, Teitelbaum Holdings Inc., Irving Teitelbaum, La Senza Inc. and 3254127 Canada Inc.............................................. 21 EX-99.A 2 EXHIBIT A - JOINT FILING AGREEMENT Page 21 of 22 Pages EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of The Wet Seal Inc. dated November 5, 1998 is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of us pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934. Date: November 5, 1998 GROSS-TEITELBAUM HOLDINGS INC. By: /s/ I. Teitelbaum ----------------------------------- Name: I. Teitelbaum Title: Secretary LOS ANGELES EXPRESS FASHIONS, INC. By: /s/ I. Teitelbaum ----------------------------------- Name: I. Teitelbaum Title: Secretary SUZY SHIER INC. By: /s/ I. Teitelbaum ----------------------------------- Name: I. Teitelbaum Title: Chairman and CEO SUZY SHIER EQUITIES INC. By: /s/ I. Teitelbaum ----------------------------------- Name: I. Teitelbaum Title: President SUZY SHIER LTD. By: /s/ I. Teitelbaum ----------------------------------- Name: I. Teitelbaum Title: Chairman and CEO Page 22 of 22 Pages STEPHEN GROSS HOLDINGS INC. By: /s/ Stephen Gross ----------------------------------- Name: Stephen Gross Title: Secretary STEPHEN GROSS /s/ Stephen Gross ----------------------------------------- TEITELBAUM HOLDINGS INC. By: /s/ I. Teitelbaum ----------------------------------- Name: I. Teitelbaum Title: Secretary IRVING TEITELBAUM /s/ Irving Teitelbaum ----------------------------------------- LA SENZA INC. By: /s/ I. Teitelbaum ----------------------------------- Name: I. Teitelbaum Title: Chairman and CEO 3254127 CANADA INC. By: /s/ I. Teitelbaum ----------------------------------- Name: I. Teitelbaum Title: President -----END PRIVACY-ENHANCED MESSAGE-----