SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D/A
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(Rule 13d-101)
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
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(Amendment No. 3)*
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The Wet Seal, Inc.
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(Name of Issuer)
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Class A Common Stock, par value $0.10 per share
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(Title of Class of Securities)
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961840105
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(CUSIP Number)
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Marc Weingarten and David E. Rosewater
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Schulte Roth & Zabel LLP
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919 Third Avenue
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New York, New York 10022
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(212) 756-2000
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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September 19, 2012
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(Date of Event which Requires
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Filing of this Schedule)
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CUSIP No. 961840105
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SCHEDULE 13D/A
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Page 2 of 13 Pages
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1
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NAME OF REPORTING PERSONS
Clinton Spotlight Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
- 0 -
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8
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SHARED VOTING POWER
850 shares of Class A Common Stock
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9
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SOLE DISPOSITIVE POWER
- 0 -
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10
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SHARED DISPOSITIVE POWER
850 shares of Class A Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
850 shares of Class A Common Stock
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.00%
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 961840105
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SCHEDULE 13D/A
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Page 3 of 13 Pages
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1
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NAME OF REPORTING PERSONS
Clinton Spotlight Master Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
- 0 -
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8
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SHARED VOTING POWER
2,689,637 shares of Class A Common Stock
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9
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SOLE DISPOSITIVE POWER
- 0 -
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10
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SHARED DISPOSITIVE POWER
2,689,637 shares of Class A Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,689,637 shares of Class A Common Stock
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
2.99%
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 961840105
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SCHEDULE 13D/A
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Page 4 of 13 Pages
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1
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NAME OF REPORTING PERSONS
Clinton Magnolia Master Fund, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
- 0 -
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8
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SHARED VOTING POWER
917,964 shares of Class A Common Stock
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9
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SOLE DISPOSITIVE POWER
- 0 -
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10
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SHARED DISPOSITIVE POWER
917,964 shares of Class A Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
917,964 shares of Class A Common Stock
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
1.02%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 961840105
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SCHEDULE 13D/A
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Page 5 of 13 Pages
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1
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NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Clinton Retail Opportunity Partnership, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
- 0 -
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8
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SHARED VOTING POWER
1,871,155 shares of Class A Common Stock
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9
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SOLE DISPOSITIVE POWER
- 0 -
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10
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SHARED DISPOSITIVE POWER
1,871,155 shares of Class A Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,871,155 shares of Class A Common Stock
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
2.08%
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 961840105
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SCHEDULE 13D/A
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Page 6 of 13 Pages
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1
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NAME OF REPORTING PERSONS
Clinton Special Opportunities Master Fund, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
- 0 -
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8
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SHARED VOTING POWER
700,000 shares of Class A Common Stock
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9
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SOLE DISPOSITIVE POWER
- 0 -
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10
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SHARED DISPOSITIVE POWER
700,000 shares of Class A Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
700,000 shares of Class A Common Stock
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.78%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 961840105
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SCHEDULE 13D/A
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Page 7 of 13 Pages
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1
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NAME OF REPORTING PERSONS
Clinton Group, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
- 0 -
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8
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SHARED VOTING POWER
6,179,606 shares of Class A Common Stock
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9
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SOLE DISPOSITIVE POWER
- 0 -
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10
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SHARED DISPOSITIVE POWER
6,179,606 shares of Class A Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
6,179,606 shares of Class A Common Stock
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
6.86%
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14
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TYPE OF REPORTING PERSON
CO; IA
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CUSIP No. 961840105
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SCHEDULE 13D/A
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Page 8 of 13 Pages
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1
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NAME OF REPORTING PERSONS
George E. Hall
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
- 0 -
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8
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SHARED VOTING POWER
6,179,606 shares of Class A Common Stock
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9
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SOLE DISPOSITIVE POWER
- 0 -
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10
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SHARED DISPOSITIVE POWER
6,179,606 shares of Class A Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
6,179,606 shares of Class A Common Stock
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
6.86%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 961840105
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SCHEDULE 13D/A
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Page 9 of 13 Pages
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1
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NAME OF REPORTING PERSONS
Raphael Benaroya
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
100,000 shares of Class A Common Stock
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8
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SHARED VOTING POWER
- 0 -
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9
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SOLE DISPOSITIVE POWER
100,000 shares of Class A Common Stock
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|||
10
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SHARED DISPOSITIVE POWER
- 0 -
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|||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
100,000 shares of Class A Common Stock
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.11%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 961840105
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SCHEDULE 13D/A
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Page 10 of 13 Pages
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1
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NAME OF REPORTING PERSONS
Dorrit M. Bern
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
18,000 shares of Class A Common Stock
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8
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SHARED VOTING POWER
- 0 -
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9
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SOLE DISPOSITIVE POWER
18,000 shares of Class A Common Stock
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10
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SHARED DISPOSITIVE POWER
- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
18,000 shares of Class A Common Stock
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.02%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 961840105
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SCHEDULE 13D/A
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Page 11 of 13 Pages
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Item 4.
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PURPOSE OF TRANSACTION.
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Item 7.
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MATERIAL TO BE FILED AS EXHIBITS.
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Exhibit
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Description
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6
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Letter to the Stockholders of The Wet Seal, Inc., dated September 19, 2012.
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CUSIP No. 961840105
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SCHEDULE 13D/A
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Page 12 of 13 Pages
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Clinton Spotlight Fund, L.P.
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By:
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Clinton Group, Inc., its investment manager
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By:
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/s/ Francis Ruchalski
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Name:
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Francis Ruchalski
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Title:
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Chief Financial Officer
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Clinton Spotlight Master Fund, L.P.
|
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By:
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Clinton Group, Inc., its investment manager
|
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By:
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/s/ Francis Ruchalski
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Name:
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Francis Ruchalski
|
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Title:
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Chief Financial Officer
|
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Clinton Magnolia Master Fund, Ltd.
|
|||
By:
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Clinton Group, Inc., its investment manager
|
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By:
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/s/ Francis Ruchalski
|
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Name:
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Francis Ruchalski
|
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Title:
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Chief Financial Officer
|
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Clinton Retail Opportunity Partnership, L.P.
|
|||
By:
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Clinton Group, Inc., its investment manager
|
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By:
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/s/ Francis Ruchalski
|
||
Name:
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Francis Ruchalski
|
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Title:
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Chief Financial Officer
|
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Clinton Special Opportunities Master Fund, Ltd.
|
|||
By:
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Clinton Group, Inc., its investment manager
|
||
By:
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/s/ Francis Ruchalski
|
||
Name:
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Francis Ruchalski
|
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Title:
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Chief Financial Officer
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CUSIP No. 961840105
|
SCHEDULE 13D/A
|
Page 13 of 13 Pages
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Clinton Group, Inc.
|
|||
By:
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/s/ Francis Ruchalski
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Name:
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Francis Ruchalski
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Title:
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Chief Financial Officer
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/s/ George E. Hall
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George E. Hall
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/s/ Raphael Benaroya
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Raphael Benaroya
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/s/ Dorrit M. Bern
|
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Dorrit M. Bern
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RE:
|
Unsatisfactory Settlement Terms
|