SC 13D/A 1 p12-1600sc13da.htm THE WET SEAL, INC. p12-1600sc13da.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. 3)*
 
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 19, 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 13 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 13 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 13 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
2,689,637 shares of Class A Common Stock
9
SOLE DISPOSITIVE POWER
- 0 -
10
SHARED DISPOSITIVE POWER
2,689,637 shares of Class A Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,689,637 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)
2.99%
14
TYPE OF REPORTING PERSON
PN


 
 
 
CUSIP No.  961840105
 
 
SCHEDULE 13D/A
Page 4 of 13 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
917,964 shares of Class A Common Stock
9
SOLE DISPOSITIVE POWER
- 0 -
10
SHARED DISPOSITIVE POWER
917,964 shares of Class A Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
917,964 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)
1.02%
14
TYPE OF REPORTING PERSON
CO

 
 
 
CUSIP No.  961840105
 
 
SCHEDULE 13D/A
Page 5 of 13 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
1,871,155 shares of Class A Common Stock
9
SOLE DISPOSITIVE POWER
- 0 -
10
SHARED DISPOSITIVE POWER
1,871,155 shares of Class A Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,871,155 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)
2.08%
14
TYPE OF REPORTING PERSON
PN


 
 
 
CUSIP No.  961840105
 
 
SCHEDULE 13D/A
Page 6  of 13 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
700,000 shares of Class A Common Stock
9
SOLE DISPOSITIVE POWER
- 0 -
10
SHARED DISPOSITIVE POWER
700,000 shares of Class A Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
700,000 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)
0.78%
14
TYPE OF REPORTING PERSON
CO

 
 
 
CUSIP No.  961840105
 
 
SCHEDULE 13D/A
Page 7 of 13 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
6,179,606 shares of Class A Common Stock
9
SOLE DISPOSITIVE POWER
- 0 -
10
SHARED DISPOSITIVE POWER
6,179,606 shares of Class A Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
6,179,606 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)
6.86%
14
TYPE OF REPORTING PERSON
CO; IA

 
 
 
CUSIP No.  961840105
 
 
SCHEDULE 13D/A
Page 8 of 13 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
6,179,606 shares of Class A Common Stock
9
SOLE DISPOSITIVE POWER
- 0 -
10
SHARED DISPOSITIVE POWER
6,179,606 shares of Class A Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
6,179,606 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)
6.86%
14
TYPE OF REPORTING PERSON
IN


 
 
 
CUSIP No.  961840105
 
 
SCHEDULE 13D/A
Page 9 of 13 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 13 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 11 of 13 Pages


This Amendment No. 4 ("Amendment No. 4") 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”) and Amendment No. 3 to the Original Schedule 13D, filed with the SEC on September 17, 2012 (“Amendment No. 3” and together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2 and this Amendment No. 4, 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. 4 have the meanings set forth in the Schedule 13D.  This Amendment No. 4 amends Items 4 and 7 as set forth below.
 

Item 4.
PURPOSE OF TRANSACTION.

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

On September 17, 2012, Clinton received a settlement proposal from the Board, pursuant to which the Board would be expanded to nine seats, five of which would be filled by the incumbent directors, two of which would be filled by additional directors selected by the current Board and two of which would be filled by Clinton’s proposed directors.

On September 19, 2012, Clinton sent a letter to the Board in response to its September 17 settlement proposal.  In the letter, Clinton stated that, while they are amenable to a fair resolution of the differences between themselves and the current Board, Clinton did not view the Board’s proposal as a fair resolution.  Clinton declared that the proposal was not attractive to them or the Issuer’s other stockholders because all current members of the Board would remain directors of the Issuer and retain their current compensation arrangements, the Issuer’s newly-adopted poison pill would remain in place and the size of the Board would be increased to ten members which is too large for a company of Wet Seal’s size.  Clinton noted that they would be pleased to consider a settlement recognizing the current Board’s responsibility for its past errors and holding the current members accountable for such errors.

The foregoing summary is qualified in its entirety by reference to the full text of the letter, a copy of which is attached as Exhibit 6 to this Schedule 13D and is incorporated by reference herein.

 
 
Item 7.
MATERIAL TO BE FILED AS EXHIBITS.

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

Exhibit
Description
6
Letter to the Stockholders of The Wet Seal, Inc., dated September 19, 2012.


 
 
 
CUSIP No.  961840105
 
 
SCHEDULE 13D/A
Page 12 of 13 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: September 19, 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
  
       

 
Clinton Special Opportunities Master Fund, Ltd.
  
       
 
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 13 of 13 Pages

 
 
 
 
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