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Share Name | Share Symbol | Market | Type |
---|---|---|---|
The Wet Seal - Class A (MM) | NASDAQ:WTSLA | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 3.02 | 0 | 00:00:00 |
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. 9)*
|
|
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)
|
|
October 4, 2012
|
|
(Date of Event which Requires
|
|
Filing of this Schedule)
|
CUSIP No. 961840105
|
SCHEDULE 13D/A
|
Page
2
of 16 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 16 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
2,726,010 shares of Class A Common Stock
|
|||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
|||
10
|
SHARED DISPOSITIVE POWER
2,726,010 shares of Class A Common Stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,726,010 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)
3.03%
|
|||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 961840105
|
SCHEDULE 13D/A
|
Page 4
of 16 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
926,772 shares of Class A Common Stock
|
|||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
|||
10
|
SHARED DISPOSITIVE POWER
926,772 shares of Class A Common Stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
926,772 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)
1.03%
|
|||
14
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No. 961840105
|
SCHEDULE 13D/A
|
Page 5
of 16 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
1,888,549 shares of Class A Common Stock
|
|||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
|||
10
|
SHARED DISPOSITIVE POWER
1,888,549 shares of Class A Common Stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,888,549 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 16 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 16 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 16 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 16 Pages
|
Item 2.
|
IDENTITY AND BACKGROUND.
|
CUSIP No. 961840105
|
SCHEDULE 13D/A
|
Page 10
of 16 Pages
|
Item 3.
|
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
|
Item 4.
|
PURPOSE OF TRANSACTION.
|
CUSIP No. 961840105
|
SCHEDULE 13D/A
|
Page 11
of 16 Pages
|
Item 5.
|
INTEREST IN SECURITIES OF THE ISSUER.
|
(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 2,726,010 shares of Class A Common Stock.
|
|||
Percentage: Approximately 3.03% as of the date hereof.
|
||||
(b)
|
1.
|
Sole power to vote or direct vote: 0
|
||
2.
|
Shared power to vote or direct vote: 2,726,010 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: 2,726,010 shares of Class A Common Stock
|
CUSIP No. 961840105
|
SCHEDULE 13D/A
|
Page 12
of 16 Pages
|
(iii)
|
Magnolia:
|
|||
(a)
|
As of the date hereof, Magnolia may be deemed the beneficial owner of 926,772 shares of Class A Common Stock.
|
|||
Percentage: Approximately 1.03% as of the date hereof.
|
||||
(b)
|
1.
|
Sole power to vote or direct vote: 0
|
||
2.
|
Shared power to vote or direct vote: 926,772 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: 926,772 shares of Class A Common Stock
|
(iv)
|
CROP:
|
|||
(a)
|
As of the date hereof, CROP may be deemed the beneficial owner of 1,888,549 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: 1,888,549 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: 1,888,549 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 13
of 16 Pages
|
Item 6.
|
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
|
Item 7.
|
MATERIAL TO BE FILED AS EXHIBITS.
|
Exhibit
|
Description
|
12
|
Agreement between Clinton Group, Inc. and The Wet Seal, Inc., dated October 4, 2012.
|
13
|
Joint Filing Agreement, dated October 5, 2012.
|
CUSIP No. 961840105
|
SCHEDULE 13D/A
|
Page 14
of 16 Pages
|
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 15
of 16 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
|
|||
CUSIP No. 961840105
|
SCHEDULE 13D/A
|
Page 16
of 16 Pages
|
Trade Date
|
Shares Purchased (Sold)
|
Price Per Share ($)
|
10/3/2012
|
62,500
|
3.178
|
10/3/2012
|
(33,750)
|
3.1306
|
10/3/2012
|
(78,750)
|
3.143
|
10/3/2012
|
11,250
|
3.1205
|
10/3/2012
|
22,500
|
3.1571
|
10/4/2012
|
45,000
|
3.14
|
10/4/2012
|
(22,500)
|
3.1279
|
Trade Date
|
Shares Purchased (Sold)
|
Price Per Share ($)
|
10/3/2012
|
18,750
|
3.178
|
10/3/2012
|
(15,000)
|
3.1306
|
10/3/2012
|
(35,001)
|
3.143
|
10/3/2012
|
5,000
|
3.1205
|
10/3/2012
|
10,000
|
3.1571
|
10/4/2012
|
20,000
|
3.14
|
10/4/2012
|
(10,000)
|
3.1279
|
Trade Date
|
Shares Purchased (Sold)
|
Price Per Share ($)
|
10/3/2012
|
43,750
|
3.178
|
10/3/2012
|
(26,250)
|
3.1306
|
10/3/2012
|
(61,249)
|
3.143
|
10/3/2012
|
8,750
|
3.1205
|
10/3/2012
|
17,500
|
3.1571
|
10/4/2012
|
35,000
|
3.14
|
10/4/2012
|
(17,500)
|
3.1279
|
1 Year The Wet Seal - Class A (MM) Chart |
1 Month The Wet Seal - Class A (MM) Chart |
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