SC 13D/A 1 p12-1613sc13da.htm THE WET SEAL, INC. p12-1613sc13da.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. 6)*
 
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 25, 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
2,653,854 shares of Class A Common Stock
 
9
SOLE DISPOSITIVE POWER
- 0 -
 
10
SHARED DISPOSITIVE POWER
2,653,854 shares of Class A Common Stock
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,653,854 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)
2.95%
 
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
901,094 shares of Class A Common Stock
 
9
SOLE DISPOSITIVE POWER
- 0 -
 
10
SHARED DISPOSITIVE POWER
901,094 shares of Class A Common Stock
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
901,094 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)
1.00%
 
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
1,846,618 shares of Class A Common Stock
 
9
SOLE DISPOSITIVE POWER
- 0 -
 
10
SHARED DISPOSITIVE POWER
1,846,618 shares of Class A Common Stock
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,846,618 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)
2.05%
 
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
6,085,548 shares of Class A Common Stock
 
9
SOLE DISPOSITIVE POWER
- 0 -
 
10
SHARED DISPOSITIVE POWER
6,085,548 shares of Class A Common Stock
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
6,085,548 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)
6.76%
 
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
6,085,548 shares of Class A Common Stock
 
9
SOLE DISPOSITIVE POWER
- 0 -
 
10
SHARED DISPOSITIVE POWER
6,085,548 shares of Class A Common Stock
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
6,085,548 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)
6.76%
 
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 11 of 17 Pages


This Amendment No. 6 ("Amendment No. 6") 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”) and Amendment No. 5 to the Original Schedule 13D, filed with the SEC on September 21, 2012 (“Amendment No. 5” and together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and this Amendment No. 6, 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. 6 have the meanings set forth in the Schedule 13D.  This Amendment No. 6 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 $18,477,000 (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 $18,116,000 (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 25, 2012, Clinton sent a letter to stockholders of the Issuer addressing the Issuer’s open letter to stockholders issued on September 24, 2012.  In its letter, Clinton noted the Board’s reversal of many important decisions it has made in the face of a threat of removal and reiterated the need for immediate change in the composition of the Board.  Clinton also noted several inaccurate statements contained in the Board’s letter.  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 8 to this Schedule 13D and is incorporated by reference herein.
 
On September 26, 2012, Clinton issued a press release announcing the recommendation of Institutional Shareholder Services, in agreement with other independent research analysts, that stockholders of the Issuer support change in the composition of the Board by voting to elect two of the Nominees, Lynda K. Davey and Mindy C. Meads, 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 9 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 6,203,548 shares of Class A Common Stock, constituting approximately 6.89% 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 2,653,854 shares of Class A Common Stock.
   
Percentage: Approximately 2.95% as of the date hereof.
 
(b)
1.
Sole power to vote or direct vote: 0
   
2.
Shared power to vote or direct vote: 2,653,854 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: 2,653,854 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 901,094 shares of Class A Common Stock.
   
Percentage: Approximately 1.00% as of the date hereof.
 
(b)
1.
Sole power to vote or direct vote: 0
   
2.
Shared power to vote or direct vote: 901,094 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: 901,094 shares of Class A Common Stock

(iv)
CROP:
  
 
(a)
As of the date hereof, CROP may be deemed the beneficial owner of 1,846,618 shares of Class A Common Stock.
   
Percentage: Approximately 2.05% as of the date hereof.
 
(b)
1.
Sole power to vote or direct vote: 0
   
2.
Shared power to vote or direct vote: 1,846,618 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: 1,846,618 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 6,085,548 shares of Class A Common Stock.
   
Percentage: Approximately 6.76% as of the date hereof.
 
(b)
1.
Sole power to vote or direct vote: 0
   
2.
Shared power to vote or direct vote: 6,085,548 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: 6,085,548 shares of Class A Common Stock

 (vii)
Mr. Hall:
  
 
(a)
As of the date hereof, Mr. Hall may be deemed the beneficial owner of 6,085,548 shares of Class A Common Stock.
   
Percentage: Approximately 6.76% as of the date hereof.
 
(b)
1.
Sole power to vote or direct vote: 0
   
2.
Shared power to vote or direct vote: 6,085,548 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: 6,085,548 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 6,203,548 shares of Class A Common Stock, constituting approximately 6.89% 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 6,085,548 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.
 

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


 
(c) All transactions in Class A Common Stock effected by the Reporting Persons since the filing of Amendment No. 5 are set forth in Schedule B hereto. Unless otherwise indicated, all such transactions were effected in the open market.


Item 7.
MATERIAL TO BE FILED AS EXHIBITS.

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

Exhibit
  
Description
8
  
Letter to the Stockholders of The Wet Seal, Inc., dated September 25, 2012.
9   Press Release, dated September 27, 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: September 27, 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, CROP and CSO are the only Reporting Persons to have effectuated transactions in Class A Common Stock since the filing of Amendment No. 5.  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 ($)
9/21/2012
(5,000)
3.2049
9/21/2012
5,000
3.1714
9/24/2012
(20,000)
3.236
9/25/2012
(8,983)
3.1792
9/25/2012
(16,000)
3.219
9/26/2012  9,200  3.0799 


Clinton Magnolia Master Fund, Ltd.

Trade Date
Shares Purchased (Sold)
Price Per Share ($)
9/21/2012
(5,000)
3.2049
9/21/2012
5,000
3.1714
9/24/2012
(7,500)
3.236
9/25/2012
(3,370)
3.1792
9/25/2012
(6,000)
3.219


Clinton Retail Opportunity Partnership, L.P.

Trade Date
Shares Purchased (Sold)
Price Per Share ($)
9/21/2012
(5,000)
3.2049
9/21/2012
5,000
3.1714
9/24/2012
(15,000)
3.236
9/25/2012
(6,737)
3.1792
9/25/2012
(12,000)
3.219
9/26/2012  9,200  3.0799 


Clinton Special Opportunities Master Fund, Ltd.

Trade Date
Shares Purchased (Sold)
Price Per Share ($)
9/24/2012
(7,500)
3.236
9/25/2012
(3,368)
3.1792
9/25/2012
(6,000)
3.219