0000902664-12-001257.txt : 20121001 0000902664-12-001257.hdr.sgml : 20121001 20121001101406 ACCESSION NUMBER: 0000902664-12-001257 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20121001 DATE AS OF CHANGE: 20121001 GROUP MEMBERS: CLINTON GROUP INC. GROUP MEMBERS: CLINTON MAGNOLIA MASTER FUND LTD. GROUP MEMBERS: CLINTON RETAIL OPPORTUNITY PARTNERSHIP L.P. 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: DORRIT M. BERN GROUP MEMBERS: GEORGE E. HALL GROUP MEMBERS: RAPHAEL BENAROYA 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: 121118592 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 p12-1653sc13da.htm THE WET SEAL, INC. p12-1653sc13da.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. 7)*
 
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)
 
September 28, 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 17 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  17  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  17  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
2,719,760 shares of Class A Common Stock
9
SOLE DISPOSITIVE POWER
- 0 -
10
SHARED DISPOSITIVE POWER
2,719,760 shares of Class A Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,719,760 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)
3.02%
14
TYPE OF REPORTING PERSON
PN


 
 

 
CUSIP No.  961840105
 
 
SCHEDULE 13D/A
Page  4 of  17  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
933,023 shares of Class A Common Stock
9
SOLE DISPOSITIVE POWER
- 0 -
10
SHARED DISPOSITIVE POWER
933,023 shares of Class A Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
933,023 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)
1.04%
14
TYPE OF REPORTING PERSON
CO

 
 

 
CUSIP No.  961840105
 
 
SCHEDULE 13D/A
Page  5 of  17  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
1,888,548 shares of Class A Common Stock
9
SOLE DISPOSITIVE POWER
- 0 -
10
SHARED DISPOSITIVE POWER
1,888,548 shares of Class A Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,888,548 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  17 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  17  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  17 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  17  Pages



1
NAME OF REPORTING PERSONS
Raphael Benaroya
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
100,000 shares of Class A Common Stock
8
SHARED VOTING POWER
- 0 -
9
SOLE DISPOSITIVE POWER
100,000 shares of Class A Common Stock
10
SHARED DISPOSITIVE POWER
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
100,000 shares of Class A Common Stock
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.11%
14
TYPE OF REPORTING PERSON
IN


 
 

 
CUSIP No.  961840105
 
 
SCHEDULE 13D/A
Page  10 of  17  Pages



1
NAME OF REPORTING PERSONS
Dorrit M. Bern
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
18,000 shares of Class A Common Stock
8
SHARED VOTING POWER
- 0 -
9
SOLE DISPOSITIVE POWER
18,000 shares of Class A Common Stock
10
SHARED DISPOSITIVE POWER
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
18,000 shares of Class A Common Stock
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.02%
14
TYPE OF REPORTING PERSON
IN





 
 

 
CUSIP No.  961840105
 
 
SCHEDULE 13D/A
Page  11of  17  Pages


This Amendment No. 7 ("Amendment No. 7") 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”) and Amendment No. 6 to the Original Schedule 13D, filed with the SEC on September 27, 2012 (“Amendment No. 6” and together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and this Amendment No. 7, 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. 7 have the meanings set forth in the Schedule 13D.  This Amendment No. 7 amends Items 3, 4, 5 and 7 as set forth below.
 
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 $18,930,000 (including brokerage commissions) in the aggregate to acquire the shares of Class A Common Stock reported in this Schedule 13D.  Clinton used a total of approximately $18,569,000 (including brokerage commissions) in the aggregate to acquire the shares of Class A Common Stock reported herein as beneficially owned by Clinton.  Mr. Benaroya used a total of approximately $310,000 (including brokerage commissions) in the aggregate to acquire the shares of Class A Common Stock reported herein as beneficially owned by him.  Ms. Bern used a total of approximately $51,000 (including brokerage commissions) in the aggregate to acquire the shares of Class A Common Stock reported herein as beneficially owned by her.

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.

The Class A Common Stock reported herein as beneficially held by Mr. Benaroya was purchased solely with the personal funds of Mr. Benaroya and none of the proceeds used to purchase the Class A Common Stock reported herein as beneficially owned by him were provided through borrowings of any nature.
 
 
 
 
 

 
CUSIP No.  961840105
 
 
SCHEDULE 13D/A
Page  12  of  17  Pages


 
The Class A Common Stock reported herein as beneficially held by Ms. Bern was purchased solely with the personal funds of Ms. Bern and none of the proceeds used to purchase the Class A Common Stock reported herein as beneficially owned by her were provided through borrowings of any nature.

Item 4.
PURPOSE OF TRANSACTION.

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

On September 28, 2012, Clinton issued by press release a letter to stockholders of the Issuer in response to the letter issued by the Issuer to stockholders on September 27, 2012.  In its letter, Clinton corrected several misleading statements made by the Issuer in its September 27 letter regarding Clinton and Clinton’s investment in the Issuer.  Clinton also reiterated the need for stockholders to take immediate action to change the composition of the Board by signing and returning a white consent card.  The foregoing summary is qualified in its entirety by reference to the full text of the press release, a copy of which is attached as Exhibit 10 to this Schedule 13D and is incorporated by reference herein.

Also on September 28, 2012, Clinton issued a press release announcing the recommendation of Glass, Lewis & Co. that stockholders of the Issuer remove all four of the long-standing directors currently on the Board and replace them with four of the Nominees by voting on Clinton’s white consent card.  The foregoing summary is qualified in its entirety by reference to the full text of the press release, a copy of which is attached as Exhibit 11 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 6,343,313 shares of Class A Common Stock, constituting approximately 7.05% 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.
 
(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 2,719,760 shares of Class A Common Stock.
   
Percentage: Approximately 3.02% as of the date hereof.
 
(b)
1.
Sole power to vote or direct vote: 0
   
2.
Shared power to vote or direct vote: 2,719,760 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: 2,719,760 shares of Class A Common Stock
 
 
 
 
 
 
 

 
CUSIP No.  961840105
 
 
SCHEDULE 13D/A
Page  13  of  17  Pages

(iii)
Magnolia:
 
 
(a)
As of the date hereof, Magnolia may be deemed the beneficial owner of 933,023 shares of Class A Common Stock.
   
Percentage: Approximately 1.04% as of the date hereof.
 
(b)
1.
Sole power to vote or direct vote: 0
   
2.
Shared power to vote or direct vote: 933,023 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: 933,023 shares of Class A Common Stock

(iv)
CROP:
 
 
(a)
As of the date hereof, CROP may be deemed the beneficial owner of 1,888,548 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: 1,888,548 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: 1,888,548 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  14  of  17  Pages

 
 
 (viii)
Mr. Benaroya:
 
 
(a)
As of the date hereof, Mr. Benaroya may be deemed the beneficial owner of 100,000 shares of Class A Common Stock.
   
Percentage: Approximately 0.11% as of the date hereof.
 
(b)
1.
Sole power to vote or direct vote: 100,000 shares of Class A Common Stock
   
2.
Shared power to vote or direct vote: 0
   
3.
Sole power to dispose or direct the disposition: 100,000 shares of Class A Common Stock
   
4.
Shared power to dispose or direct the disposition: 0

 (ix)
Ms. Bern:
 
 
(a)
As of the date hereof, Ms. Bern may be deemed the beneficial owner of 18,000 shares of Class A Common Stock.
   
Percentage: Approximately 0.02% as of the date hereof.
 
(b)
1.
Sole power to vote or direct vote: 18,000 shares of Class A Common Stock
   
2.
Shared power to vote or direct vote: 0
   
3.
Sole power to dispose or direct the disposition: 18,000 shares of Class A Common Stock
   
4.
Shared power to dispose or direct the disposition: 0

By virtue of the Consent Solicitation, the Reporting Persons and the Nominees may be deemed to have formed a "group" within the meaning of Section 13(d)(3) of the Exchange Act and may be deemed to beneficially own an aggregate of 6,343,313 shares of Class A Common Stock, constituting approximately 7.05% of the shares of Class A Common Stock outstanding.  None of the Nominees, other than Mr. Benaroya and Ms. Bern, beneficially owns any Class A Common Stock or other securities of the Issuer.  Each Nominee, other than Mr. Benaroya and Ms. Bern, expressly disclaims beneficial ownership of the shares of Class A Common Stock beneficially owned by the Reporting Persons.  Mr. Benaroya and Ms. Bern expressly disclaim beneficial ownership of the shares of Class A Common Stock beneficially owned by Clinton and Clinton expressly disclaims beneficial ownership of the shares of Class A Common Stock beneficially owned by Mr. Benaroya and Ms. Bern.  Furthermore, Mr. Benaroya expressly disclaims beneficial ownership of the shares of Class A Common Stock beneficially owned by Ms. Bern and Ms. Bern expressly disclaims beneficial ownership of the shares of Class A Common Stock beneficially owned by Mr. Benaroya.

(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.  Mr. Benaroya has sole voting and dispositive power over the 100,000 shares of Class A Common Stock beneficially owned by him.  Ms. Bern has sole voting and dispositive power over the 18,000 shares of Class A Common Stock beneficially owned by her.
 
(c) All transactions in Class A Common Stock effected by the Reporting Persons since the filing of Amendment No. 6 are set forth in Schedule B hereto. Unless otherwise indicated, all such transactions were effected in the open market.
 
 

 
 
 

 
CUSIP No.  961840105
 
 
SCHEDULE 13D/A
Page  15  of  17  Pages

 

 
Item 7.
MATERIAL TO BE FILED AS EXHIBITS.

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

Exhibit
Description
10
Press Release, dated September 28, 2012.
11
Press Release, dated September 28, 2012.


 
 

 
CUSIP No.  961840105
 
 
SCHEDULE 13D/A
Page  16 of  17 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 1, 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  17  of  17  Pages

 

 
 
Clinton Special Opportunities Master Fund, Ltd.
 
       
 
By:
Clinton Group, Inc., its investment manager
 
       
 
By:
/s/ Francis Ruchalski
 
 
Name:
Francis Ruchalski
 
 
Title:
Chief Financial Officer
 
       
 
Clinton Group, Inc.
 
       
 
By:
/s/ Francis Ruchalski
 
 
Name:
Francis Ruchalski
 
 
Title:
Chief Financial Officer
 
       
       
 
/s/ George E. Hall
 
 
George E. Hall
 
     
     
 
/s/ Raphael Benaroya
 
 
Raphael Benaroya
 
     
     
 
/s/ Dorrit M. Bern
 
 
Dorrit M. Bern
 


 
 
 
 

 
 
 
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. 6.  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 ($)
9/27/2012
(39,864)
3.1803
9/27/2012
9,480
3.1123
9/27/2012
39,864
3.1156
9/27/2012
6,426
3.1156
9/28/2012
50,000
3.1618


Clinton Magnolia Master Fund, Ltd.

Trade Date
Shares Purchased (Sold)
Price Per Share ($)
9/27/2012
(29,900)
3.1803
9/27/2012
7,110
3.1123
9/27/2012
29,900
3.1156
9/27/2012
4,819
3.1156
9/28/2012
20,000
3.1618


Clinton Retail Opportunity Partnership, L.P.

Trade Date
Shares Purchased (Sold)
Price Per Share ($)
9/27/2012
(29,898)
3.1803
9/27/2012
7,110
3.1123
9/27/2012
4,820
3.1156
9/27/2012
29,898
3.1156
9/28/2012
30,000
3.1618





 



 
 

EX-99 2 p12-1653exh10.htm EXHIBIT 10 p12-1653exh10.htm
EXHIBIT 10


Press Release, dated September 28, 2012

Clinton Group Responds to Wet Seal Board Letter
 
 
NEW YORK, September 28, 2012 /PRNewswire/ -- Clinton Group, Inc. ("Clinton Group"), the second-largest holder of stock in Wet Seal, Inc. (Nasdaq: WTSLA) today issued a letter to its fellow stockholders of the Company.
 
 
The full text of the letter is included below.
 
 
 
Clinton Spotlight Fund, L.P.
c/o Clinton Group, Inc.
9 West 57th Street
New York, New York 10019
 

 
 
September 28, 2012

 
To Our Fellow Stockholders of The Wet Seal, Inc.:
 

The Clinton Group (“Clinton Group”) is the second largest owner of the Company and is seeking to upgrade the Company’s Board of Directors to ensure the Board has experienced and capable professionals that can guide the business to long-term success. The Company’s performance over the last five years has been extremely frustrating and unnecessarily poor, as the Board has made a series of hiring and strategic missteps and failed to optimize the balance sheet. All the while, the Board has been content to re-nominate themselves as directors, despite the fact that none of them have specialty retail or recent operating experience.

The Company has no Chief Executive Officer. We do not believe stockholders should entrust this critical decision to the current Board. They have not made good hiring decisions in the past. We have no reason to believe their judgment on executives has suddenly improved.

We are pleased that Institutional Shareholder Services (ISS) and other research analysts agree with us that changes in the composition of the Board are warranted. We encourage you to support our proposals as well.

We also write – with apologizes for taking your time on this topic – to correct the hysterical and misleading letter issued by the Board yesterday. With the high level of support we are receiving, the Board is understandably feeling some pressure. Given their inability to defend their own track record (a stock that is down 50% on their watch while same-store sales have been negative in more than 75% of the last 60 months), they have instead turned to the refuge of the indefensible: attacking the messenger. Their letter is shameful.

First, the professionals we have nominated have tremendous experience to bring to the Company. Together, they have served as Chief Executive Officers of specialty retail businesses for more than 30 years. They have served on 12 public company boards. Four of them have served in executive roles at public companies. They have fashion experience, focused on selling to teenage girls and to young women. They are, in short, leagues ahead of the current Board in terms of relevant experience and track record, even with last week’s belated and desperate addition of two new directors.

 
 
 

 
 
 
We note that the incumbent Board – consisting of a Canadian lawyer, a hedge fund manager, a former independent film executive, a retired auditor and a consultant – never bother to tell stockholders how their foreign legal experience or film-making experience add value to the Board. For years, this collection of directors thought it perfectly acceptable to have no specialty retail experience whatsoever on the Board. Now, they claim that 30 years of specialty retail CEO experience is not good enough since those executives did not focus on “teen, fast fashion” specialty retailing. And yet, the directors still defend the relevance of an independent film executive. For us, that does not compute.

Second, try as they might to distract you from their own track record, we remind you that what matters here is them, not us. We all have entrusted our capital to their judgment. The issue here is whether it is time, for the good of the Company, to replace them as our fiduciaries with a group that will manage our capital and Company better over the long-term.

The ad hominem attacks on the Clinton Group are a transparent way to divert you. They are also false and premised on contortions of our track record and misleading data. While we do not want to distract you from the issue at hand, we feel compelled to respond:

·  
Our interest is as a stockholder and in ensuring the Company is managed well. An improved strategic direction, better management and an optimized balance sheet are not “short-term” issues. They are the proper course for the Company. Upgrading the Board is necessarily about maximizing the chances that the Company creates value for stockholders over the future. There is nothing “short term" about it.

·  
The data cited by the Board, as they and their advisors well know, in no way demonstrates the point they try to claim. The 13D Monitor data covers a small fraction of the companies with which we have been involved. Moreover, the data measures the return from the day we filed a form at the SEC showing that we owned more than 5% of the company until the day we filed a form indicating that we owned at least one share less than 5% of each respective company. It decidedly does not measure long-term performance of the company after we became involved nor does it measure the value created for our investors or for other investors in the company. To claim otherwise, as the Board does, is a blatant and knowing mischaracterization of the data. In reality, the changes we have advocated at our portfolio companies have helped create significant long-term value for investors. We refer you to our prior letter for some examples.

·  
The Board’s claim that Clinton Group’s motives are suspect because we have been “day trading” the stock is absurd. We have been the single largest net buyer of the Company’s stock in 2012. We have purchased more than 6.1 million shares, with cash. By contrast, before we started pressing this board, they had bought 20,000 shares in the aggregate during their entire, collective tenure as Board members. In fact, we purchased more stock this week than any single director has purchased in their entire tenure on the Board. We own more stock now than we ever have and remain the Company’s second largest owner. It is astounding to us that the directors – who, after all, have purchased almost no stock and have sold more than 1.8 million shares (all of which were given to them) – would criticize us for the way we arrived at owning 6.1 million shares.

Time is short. We know this Board is frantically attempting to hold onto power, including by using the power and purse of the Company to write disingenuous letters. We also know they are eagerly hunting for transactions and personnel and may well do something irreversible if we all do not act quickly.

Please sign, date and return the white consent card. If and as soon as we receive the consent of a majority of the outstanding stock (assuming we do so prior to the deadline under Delaware law), these proposals will be effective. So, please do not delay. Collectively, we can change the Board and we can do so right now.
 

 
 

 
 
 
If you have any questions or require any assistance in executing your consent, please contact Okapi Partners LLC at 437 Madison Avenue, 28th Floor, New York, New York 10022 or (212) 297- 0720 or Toll- Free (877) 259- 6290.
 
 
Thank you for your consideration,
 

Gregory P. Taxin
    Managing Director

 
 
About Clinton Group, Inc.
 
Clinton Group, Inc. is a diversified asset management firm. Clinton Group has been investing in global markets since its inception in 1991 with expertise that spans a  wide range of investment styles and asset classes. Clinton Group is a Registered Investment Advisor based in New York City.
 
 
 

CLINTON GROUP, INC., CLINTON SPOTLIGHT FUND, L.P., CLINTON SPOTLIGHT MASTER FUND, L.P., CLINTON MAGNOLIA MASTER FUND, LTD., CLINTON RETAIL OPPORTUNITY PARTNERSHIP, L.P., CLINTON SPECIAL OPPORTUNITIES MASTER FUND, LTD. AND GEORGE E. HALL (COLLECTIVELY, “CLINTON”) HAVE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) A DEFINITIVE CONSENT STATEMENT AND ACCOMPANYING CONSENT CARD TO BE USED TO SOLICIT WRITTEN CONSENTS FROM THE STOCKHOLDERS OF THE WET SEAL, INC. IN CONNECTION WITH CLINTON’S INTENT TO TAKE CORPORATE ACTION BY WRITTEN CONSENT. ALL STOCKHOLDERS OF THE WET SEAL, INC. ARE ADVISED TO READ THE DEFINITIVE CONSENT STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF WRITTEN CONSENTS BY CLINTON, RAPHAEL BENAROYA, DORRIT M. BERN, LYNDA J. DAVEY, MINDY C. MEADS AND JOHN S. MILLS (COLLECTIVELY, THE "PARTICIPANTS") FROM THE STOCKHOLDERS OF THE WET SEAL, INC. BECAUSE THEY CONTAIN IMPORTANT INFORMATION. INFORMATION RELATING TO THE PARTICIPANTS HAS BEEN INCLUDED IN THE DEFINITIVE CONSENT STATEMENT FILED ON SEPTEMBER 10, 2012 BY CLINTON WITH THE SEC. THE DEFINITIVE CONSENT STATEMENT AND ACCOMPANYING CONSENT CARD HAVE BEEN FURNISHED TO SOME OR ALL OF THE STOCKHOLDERS OF THE WET SEAL, INC. AND ARE, ALONG WITH OTHER RELEVANT DOCUMENTS, AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, CLINTON WILL PROVIDE COPIES OF THE DEFINITIVE CONSENT STATEMENT AND ACCOMPANYING CONSENT CARD WITHOUT CHARGE AT HTTP://WWW.MYPROXYONLINE.COM/WETSEAL OR UPON REQUEST.
 
 
 
CONTACT: Connie Laux, Clinton Group, Inc., +1-212-825-0400
 


EX-99 3 p12-1653exh11.htm EXHIBIT 11 p12-1653exh11.htm
EXHIBIT 11

Press Release, dated September 28, 2012

Glass Lewis Supports Clinton Group’s Proposals for Change at The Wet Seal
 
 
NEW YORK, September 28, 2012 /PRNewswire/ -- Clinton Group, Inc. today announced that Glass, Lewis & Co. (“Glass Lewis”) recommends that Wet Seal, Inc. (Nasdaq: WTSLA) stockholders remove all four of the long-standing directors and replace them with four independent professionals nominated by Clinton Group. Glass Lewis recommends that Wet Seal stockholders vote on the white proxy card.
 
In recommending the removal of Harold Kahn, Henry Winterstern, Sidney Horn and Jonathan Duskin, Glass Lewis said the “directors should be held responsible for the poor decisions and the Company’s underperformance during their tenure.”
 
Glass Lewis further noted that “a complete board overhaul is more likely to result in a positive result for shareholders than doubling down and taking another chance on the current board, even with its two new members and supposed newfound ways.” Glass Lewis further concluded that it “stand[s] unconvinced of the current board’s ability to provide adequate stewardship of the Company over the long term.”
 
“We are pleased to have Glass Lewis’ support for the removal of the four long-standing directors and replacement of them with our nominees,” said Joseph De Perio, Senior Portfolio Manager of Clinton Group.
 
Glass Lewis noted that the current Board has reversed course on a number of decisions recently and added two new directors to the Board. “However,” noted Glass Lewis, “these corrective actions seem somewhat insincere and look more like knee-jerk reactions after being called out by [the Clinton Group] and other shareholders.”
 
Glass Lewis also recognized that the Clinton Group nominees would bring needed skills and experience to the Wet Seal Board. In particular, Glass Lewis said that the Clinton Group nominees are “well-qualified individuals” and would be “in a better position than the current board to identify and hire the best CEO available for Wet Seal.” In comparing the long-standing incumbent directors to the Clinton Group nominees, Glass Lewis said “a fair assessment … based solely on their individual merit, favors multiple Clinton nominees.”
 
Glass Lewis concluded with a rhetorical question: “After multiple missteps and reversals of decisions, resulting in prolonged periods of underperformance, why would shareholders continue to put their confidence in the same board that remains largely unchanged?”
 
Clinton Group encourages stockholders to submit the white consent card as soon as possible.
 
Gregory P. Taxin, a Clinton Group Managing Director, co-founded and served as the CEO of Glass Lewis from 2003 to 2007.
 
About Clinton Group, Inc.
 
Clinton Group, Inc. is a diversified asset management firm. Clinton Group has been investing in global markets since its inception in 1991 with expertise that spans a wide range of  investment styles and asset classes. Clinton Group is a Registered Investment Advisor based in New York City.

No permission has been sought from Glass, Lewis & Co. to include its commentary in this press release.
 
 
 
 
 
 

 
 
 
 
 
 
CLINTON GROUP, INC., CLINTON SPOTLIGHT FUND, L.P., CLINTON SPOTLIGHT MASTER FUND, L.P., CLINTON MAGNOLIA MASTER FUND, LTD., CLINTON RETAIL OPPORTUNITY PARTNERSHIP, L.P., CLINTON SPECIAL OPPORTUNITIES MASTER FUND, LTD. AND GEORGE E. HALL (COLLECTIVELY, “CLINTON”) HAVE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) A DEFINITIVE CONSENT STATEMENT AND ACCOMPANYING CONSENT CARD TO BE USED TO SOLICIT WRITTEN CONSENTS FROM THE STOCKHOLDERS OF THE WET SEAL, INC. IN CONNECTION WITH CLINTON’S INTENT TO TAKE CORPORATE ACTION BY WRITTEN CONSENT. ALL STOCKHOLDERS OF THE WET SEAL, INC. ARE ADVISED TO READ THE DEFINITIVE CONSENT STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF WRITTEN CONSENTS BY CLINTON, RAPHAEL BENAROYA, DORRIT M. BERN, LYNDA J. DAVEY, MINDY C. MEADS AND JOHN S. MILLS (COLLECTIVELY, THE "PARTICIPANTS") FROM THE STOCKHOLDERS OF THE WET SEAL, INC. BECAUSE THEY CONTAIN IMPORTANT INFORMATION. INFORMATION RELATING TO THE PARTICIPANTS HAS BEEN INCLUDED IN THE DEFINITIVE CONSENT STATEMENT FILED ON SEPTEMBER 10, 2012 BY CLINTON WITH THE SEC. THE DEFINITIVE CONSENT STATEMENT AND ACCOMPANYING CONSENT CARD HAVE BEEN FURNISHED TO SOME OR ALL OF THE STOCKHOLDERS OF THE WET SEAL, INC. AND ARE, ALONG WITH OTHER RELEVANT DOCUMENTS, AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, CLINTON WILL PROVIDE COPIES OF THE DEFINITIVE CONSENT STATEMENT AND ACCOMPANYING CONSENT CARD WITHOUT CHARGE AT HTTP://WWW.MYPROXYONLINE.COM/WETSEAL OR UPON REQUEST.
 

 
 
CONTACT: Connie Laux, Clinton Group, Inc., +1-212-825-0400