-----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, Upe1Tb8HtY594alefXF0EjQ85jSjTsX2Bgn7NnItqDi+pLeIwm1LVIAfbw+aW8UI 5zFoL11tefL7aah8mDeZkw== 0001341004-06-001308.txt : 20060508 0001341004-06-001308.hdr.sgml : 20060508 20060508171559 ACCESSION NUMBER: 0001341004-06-001308 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060508 DATE AS OF CHANGE: 20060508 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: 1934 Act SEC FILE NUMBER: 005-41525 FILM NUMBER: 06817652 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: GMM Capital LLC CENTRAL INDEX KEY: 0001315159 IRS NUMBER: 726232404 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 950 THIRD AVENUE STREET 2: SUITE 2805 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-688-8288 MAIL ADDRESS: STREET 1: 950 THIRD AVENUE STREET 2: SUITE 2805 CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 nyc559232.txt SC 13D - AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Amendment No. 2) Under the Securities Exchange Act of 1934 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) Isaac Dabah GMM Capital, LLC c/o IID LLC 689 Fifth Avenue, 14th Floor New York, NY 10022 (212) 688-8288 --------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) With a copy to: Thomas W. Greenberg, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 (212) 735-3000 May 1, 2006 ------------------------------------------------------------------------- (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 sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] 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, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes). - ------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) GMM Capital LLC I.R.S. Identification No.: 72-6232404 - ------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) AF, OO - ------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------- Number of 7. Sole Voting Power Shares Beneficially 0 Owned by ----------------------------------- Each Reporting 8. Shared Voting Power Person with 7,571,141* ----------------------------------- 9. Sole Dispositive Power 0 ----------------------------------- 10. Shared Dispositive Power 7,571,141* - ------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 7,571,141* - ------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - ------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 9.99% - ------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) OO - ------------------------------------------------------------------------------- * Includes 1,215,782 shares which are issuable upon the conversion of convertible notes and preferred stock and the exercise of warrants (see Item 4 herein) held by GMM Capital LLC. - ------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) GMM Trust I.R.S. Identification No.: 72-6232404 - ------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO - ------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6. Citizenship or Place of Organization New Jersey - ------------------------------------------------------------------------------- Number of 7. Sole Voting Power Shares Beneficially 0 Owned by ---------------------------------- Each 8. Shared Voting Power Reporting Person with 7,571,141** ---------------------------------- 9. Sole Dispositive Power 0 ---------------------------------- 10. Shared Dispositive Power 7,571,141** - ------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 7,571,141** - ------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - ------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 9.99% - ------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) OO - ------------------------------------------------------------------------------- ** Includes 1,215,782 shares which are issuable upon the conversion of convertible notes and preferred stock and the exercise of warrants (see Item 4 herein) held by GMM Capital LLC. This Amendment No. 2 to Schedule 13D (this "Amendment") relates to the Class A Common Stock, par value $0.10 per share (the "Common Stock"), of The Wet Seal, Inc., a Delaware corporation (the "Company"). This Amendment amends (i) the initial statement on Schedule 13D, filed on January 24, 2005 (the "Initial Statement") and (ii) Amendment No. 1 to Schedule 13D, filed on May 6, 2005 ("Amendment No. 1" and collectively with the Initial Statement, the "Original Statement")), each filed jointly on behalf of GMM Capital LLC ("GMM Capital"), a Delaware limited liability company, GMM Trust, a trust formed under the laws of the State of New Jersey ("GMM Trust", together GMM Capital, the "Reporting Persons"). This Amendment is being filed by the Reporting Persons to report certain acquisitions and dispositions of shares of Common Stock by the Reporting Persons. Capitalized terms used but not defined herein have the meanings ascribed to them in the Original Statement. The Original Statement is hereby amended as follows: Item 2. Identity and Background. Item 2(b) is amended and restated as follows: (b) The principal office of each of the Reporting Persons is located at c/o IID LLC, 689 Fifth Avenue, 14th Floor, New York, NY 10022. The names, business addresses and present principal occupations or employment of the trustees of GMM Trust are set forth on Schedule I to the Initial Statement, which is incorporated herein by reference. Item 3. Source and Amount of Funds or Other Consideration. Item 3 is supplementally amended as follows: On August 18, 2005, GMM Capital converted 3,075 shares of Series C Preferred Stock into 1,025,000 shares of Common Stock. GMM paid an aggregate exercise price of $3,075,000 in connection with the conversion of the Series C Preferred Stock using capital provided by and on behalf of GMM Trust. On March 3, 2006, GMM Capital exercised Series B Warrants held by it in exchange for 292,500 shares of Common Stock and Series C Warrants held by it in exchange for 562,500 shares of Common Stock (for an aggregate of 855,500 shares of Common Stock). GMM paid an aggregate exercise price of $2,064,375 in connection with the conversion of the Series B Warrants and Series C Warrants using capital provided by and on behalf of GMM Trust. On May 1, 2006, GMM Capital converted the Convertible Notes held by it into 4,666,667 shares of Common Stock. The aggregate exercise price of $7,000,000 paid in connection with the conversion of the Convertible Notes was satisfied by surrender of the Convertible Notes to the Trustee pursuant to the terms of the Indenture. Item 5. Interest in Securities of the Issuer. Item 5 is amended and restated in its entirety as follows: (a) Based upon information set forth in the Company's Definitive Proxy Statement filed on May 3, 2006, there were 74,571,412 shares of Common Stock outstanding as of April 19, 2006. As of May 8, 2006, and taking into account the Conversion Cap, the Reporting Persons may be deemed to have beneficial ownership of an aggregate of 7,571,141 shares of Common Stock, or 9.99% of the shares of outstanding Common Stock. 1,215,782 of such shares of Common Stock are issuable upon the conversion of Series D Warrants and Series E Warrants held by GMM Capital as described in Item 4 of this Statement. (b) The Reporting Persons share the power to vote or to direct to vote and the share the power to dispose or to direct the disposition of all of the 7,571,141 shares of Common Stock that may be deemed beneficially owned by them. As a result of its ownership of GMM Capital, GMM Trust may be deemed to control the power to vote or direct the disposition of such shares of Common Stock. (c) Except as set forth on Schedule A, during the past sixty days, there were no purchases of the shares of Common Stock, or securities convertible in to or exchangeable for shares of Common Stock, by the Reporting Persons or any person or entity controlled by the Reporting Persons or any person or entity for which the Reporting Persons possess voting control over the securities thereof. Except as set forth on Schedule B or as described in Item 6, during the past sixty days, there were no sales of the shares of Common Stock, or securities convertible into or exchangeable for shares of Common Stock, by the Reporting Persons or any person or entity controlled by the Reporting Persons or any person or entity for which the Reporting Persons possess voting control over the securities thereof. (d) No person (other than the Reporting Persons) is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of common stock represented by the Purchased Securities. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. GMM Capital has entered into call arrangements as a brokerage client of Goldman Sachs, pursuant to which GMM Capital has the obligation to sell shares of Common Stock to Goldman Sachs on the terms indicated below. Each such call may be settled in cash or shares of Common Stock. On March 17, 2006, GMM Capital delivered 1,286 shares of Common Stock to Goldman Sachs in satisfaction of call arrangements which had been previously entered into to sell an aggregate of 1,286 shares of Common Stock on March 18, 2006 at $5.00 per share. Number of Strike Premium Date Maturity Date Shares Price ($) Received ($) - ---- ------------- ---------- ---------- ------------ 3/3/06 6/17/06 100 5.00 9,499.69 3/28/06 9/16/06 300 7.50 12,599.58 3/29/06 9/16/06 250 7.50 12,999.57 3/30/06 9/16/06 350 7.50 19,949.35 3/31/06 9/16/06 300 7.50 17,225.44 3/31/06 6/17/06 200 7.50 5,615.81 4/3/06 9/16/06 250 7.50 14,249.53 4/5/06 6/17/06 250 7.50 6,999.76 4/5/06 9/16/06 805 7.50 45.883.51 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth herein is true, complete and correct. GMM CAPITAL LLC By: /s/ Isaac Dabah --------------------------- Name: Isaac Dabah Title: Executive Director GMM TRUST By: /s/ Isaac Dabah --------------------------- Name: Isaac Dabah Title: Trustee Dated: May 8, 2006 SCHEDULE A Purchases by GMM Capital: Number of Price Per Date of Acquisition Shares Purchased Share ($) 3/3/06 (exercise of Series B Warrants) 292,500 2.25 3/3/06 (exercise of Series C Warrants) 562,500 2.50 5/1/06 (conversion of Convertible Note) 4,666,667 1.50 SCHEDULE B Sales by GMM Capital: Date of Sale Number of Shares Sold Price Per Share ($) 3/17/06 128,600 5.00 3/28/06 20,000 6.05 3/29/06 40,000 6.3983 3/30/06 10,000 6.55 -----END PRIVACY-ENHANCED MESSAGE-----