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), Rule
13d-1(f) or Rule 13d-1(g), check the following box. [ ]
* 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 22 Pages
|
|
1
|
NAME OF REPORTING PERSON
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 ITEMS 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)
0.00%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
|
|
CUSIP No. 961840105
|
SCHEDULE 13D/A
|
Page
3
of 22 Pages
|
|
1
|
NAME OF REPORTING PERSON
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 ITEMS 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
2,869,622 shares of Class A Common Stock
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
2,869,622 shares of Class A Common Stock
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,869,622 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)
3.20%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
|
|
CUSIP No. 961840105
|
SCHEDULE 13D/A
|
Page
4
of 22 Pages
|
|
1
|
NAME OF REPORTING PERSON
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 ITEMS 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
1,058,433 shares of Class A Common Stock
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,058,433 shares of Class A Common Stock
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,058,433 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)
1.18%
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
|
|
CUSIP No. 961840105
|
SCHEDULE 13D/A
|
Page
5
of 22 Pages
|
|
1
|
NAME OF REPORTING PERSON
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 ITEMS 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
2,006,858 shares of Class A Common Stock
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
2,006,858 shares of Class A Common Stock
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,006,858 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)
2.24%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
|
|
CUSIP No. 961840105
|
SCHEDULE 13D/A
|
Page
6
of 22 Pages
|
|
1
|
NAME OF REPORTING PERSON
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 ITEMS 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
557,132 shares of Class A Common Stock
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
557,132 shares of Class A Common Stock
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
557,132 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)
0.62%
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
|
|
CUSIP No. 961840105
|
SCHEDULE 13D/A
|
Page
7
of 22 Pages
|
|
1
|
NAME OF REPORTING PERSON
Clinton Relational Opportunity 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 ITEMS 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
470,340 shares of Class A Common Stock
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
470,340 shares of Class A Common Stock
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
470,340 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)
0.52%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
|
|
CUSIP No. 961840105
|
SCHEDULE 13D/A
|
Page
8
of 22 Pages
|
|
1
|
NAME OF REPORTING PERSON
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 ITEMS 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
6,963,235 shares of Class A Common Stock
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
6,963,235 shares of Class A Common Stock
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
6,963,235 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)
7.77%
|
|
14
|
TYPE OF REPORTING PERSON
CO; IA
|
|
|
|
|
|
|
|
CUSIP No. 961840105
|
SCHEDULE 13D/A
|
Page
9
of 22 Pages
|
|
1
|
NAME OF REPORTING PERSON
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 ITEMS 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
6,963,235 shares of Class A Common Stock
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
6,963,235 shares of Class A Common Stock
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
6,963,235 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)
7.77%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
|
|
CUSIP No. 961840105
|
SCHEDULE 13D/A
|
Page
10
of 22 Pages
|
This Amendment No. 11 ("
Amendment No. 11
")
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
”), Amendment No. 6 to the Original Schedule 13D, filed with the SEC
on September 27, 2012 (“
Amendment No. 6
”), Amendment No. 7 to the Original Schedule 13D, filed with the SEC
on October 1, 2012 (“
Amendment No. 7
”), Amendment No. 8 to the Original Schedule 13D, filed with the SEC on
October 3, 2012 (“
Amendment No. 8
”), Amendment No. 9 to the Original Schedule 13D, filed with the SEC on October
5, 2012 ("
Amendment No. 9
") and Amendment No. 10 to the Original Schedule 13D, filed with the SEC on October 22,
2012 ("
Amendment No. 10
" and together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment
No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9 and this Amendment
No. 11, 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. 11 have the meanings set forth in the Schedule 13D. This Amendment No. 11
amends Items 2, 3, 4, 5, 6 and 7 as set forth below.
|
Item 2.
|
IDENTITY AND BACKGROUND
|
|
|
|
|
Paragraphs (a)–(c) of Item 2 are hereby amended and restated in their entirety as follows:
|
|
|
|
|
|
(a) This Schedule 13D is filed by (i) Clinton Spotlight Fund, L.P., a Delaware limited partnership ("Spotlight Fund"); (ii) Clinton Spotlight Master Fund, L.P., a Cayman Islands exempted limited partnership ("SPOT"); (iii) Clinton Magnolia Master Fund, Ltd., a Cayman Islands exempted company ("Magnolia"); (iv) Clinton Retail Opportunity Partnership, L.P., a Delaware limited partnership ("CROP"); (v) Clinton Special Opportunities Master Fund, Ltd., a Cayman Islands exempted company ("CSO"); (vi) Clinton Relational Opportunity Master Fund, L.P., a Cayman Islands exempted limited partnership ("CREL"); (vii) Clinton Group, Inc., a Delaware corporation, which serves as the investment manager to SPOT, Magnolia, CROP, CSO and CREL (“CGI”); and (viii) George E. Hall, a United States citizen, who serves as President of CGI ("Mr. Hall" and together with Spotlight Fund, SPOT, Magnolia, CROP, CSO, CREL and CGI, “Clinton”).
|
|
|
|
|
|
(b) The principal business address of Spotlight Fund, CROP, CGI and Mr. Hall is 9 West 57th Street, 26th Floor, New York, New York 10019. The principal business address of SPOT, Magnolia, CSO and CREL is c/o Fortis Fund Services (Cayman) Limited, P.O. Box 2003 GT, Grand Pavilion Commercial Centre, 802 West Bay Road, Grand Cayman, Cayman Islands.
|
|
|
|
|
|
(c) The principal business of CGI is to provide investment management services to private individuals and institutions. The principal business of SPOT, Magnolia, CROP, CREL and CSO is to invest in securities. The principal business of Spotlight Fund is to serve as a domestic feeder fund for SPOT. The principal business of Mr. Hall is to serve as President of CGI.
|
|
CUSIP No. 961840105
|
SCHEDULE 13D/A
|
Page
11
of 22 Pages
|
|
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 approximately $20,724,285 (including brokerage commissions) in the aggregate to acquire the shares of Class A Common Stock reported herein as beneficially owned.
|
|
|
|
|
|
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; (vi) available working capital of CREL, for the shares of Class A Common Stock held directly by it; and (vii) margin borrowings described in the following sentence, for the shares of Class A Common Stock held directly by Spotlight Fund, SPOT, Magnolia, CROP, CSO and CREL. 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.
|
|
Item 4.
|
PURPOSE OF TRANSACTION
|
|
|
|
|
Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
|
|
|
|
|
On February 13, 2013, CGI sent a letter to the Board applauding the swift actions of the new Board, including the appointment of a new Chief Executive Officer, the reduction in overhead costs, the announcement of a share buyback plan and the resolution of various EEOC matters, and encouraging a more aggressive approach to returning excess capital to shareholders. In particular, CGI suggested implementing a Dutch Auction self-tender offer, which would likely permit the Issuer to return to shareholders as much as an additional $35 to $55 million in capital this quarter. CGI noted that, given the long-term prospects of the business and CGI's confidence in the ability of the Board to affect positive change, CGI and its affiliates would not tender their shares of Class A Common Stock in such a tender offer but there do appear to be other shareholders who would tender.
|
|
|
|
|
|
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 14 to this Schedule 13D and is incorporated by reference herein.
|
|
CUSIP No. 961840105
|
SCHEDULE 13D/A
|
Page
12
of 22 Pages
|
|
Item 5.
|
INTEREST IN SECURITIES OF THE ISSUER
|
|
|
|
|
Paragraphs (a) – (c) of Item 5 of the Schedule 13D 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 6,963,235 shares of Class A Common Stock, constituting approximately 7.77% 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 89,610,534 shares of Class A Common Stock outstanding as of November 19, 2012, as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended October 27, 2012, filed with the Securities and Exchange Commission on November 21, 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.
|
|
|
|
|
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 2,869,622 shares of Class A Common Stock.
|
|
|
|
|
Percentage: Approximately 3.20% as of the date hereof.
|
|
|
|
|
1.
|
Sole power to vote or direct vote: 0
|
|
|
|
|
2.
|
Shared power to vote or direct vote: 2,869,622 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: 2,869,622 shares of Class A Common Stock
|
|
|
(iii) Magnolia:
|
|
|
|
(a)
|
As of the date hereof, Magnolia may be deemed the beneficial owner of 1,058,433 shares of Class A Common Stock.
|
|
|
|
|
Percentage: Approximately 1.18% as of the date hereof.
|
|
|
|
|
1.
|
Sole power to vote or direct vote: 0
|
|
|
|
|
2.
|
Shared power to vote or direct vote: 1,058,433 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: 1,058,433 shares of Class A Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. 961840105
|
SCHEDULE 13D/A
|
Page
13
of 22 Pages
|
|
|
(iv) CROP:
|
|
|
|
(a)
|
As of the date hereof, CROP may be deemed the beneficial owner of 2,006,858 shares of Class A Common Stock.
|
|
|
|
|
Percentage: Approximately 2.24% as of the date hereof.
|
|
|
|
|
1.
|
Sole power to vote or direct vote: 0
|
|
|
|
|
2.
|
Shared power to vote or direct vote: 2,006,858 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: 2,006,858 shares of Class A Common Stock
|
|
|
|
|
|
(v) CSO:
|
|
|
|
(a)
|
As of the date hereof, CSO may be deemed the beneficial owner of 557,132 shares of Class A Common Stock.
|
|
|
|
|
Percentage: Approximately 0.62% as of the date hereof.
|
|
|
|
|
1.
|
Sole power to vote or direct vote: 0
|
|
|
|
|
2.
|
Shared power to vote or direct vote: 557,132 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: 557,132 shares of Class A Common Stock
|
|
|
|
|
|
(vi) CREL:
|
|
|
|
(a)
|
As of the date hereof, CREL may be deemed the beneficial owner of 470,340 shares of Class A Common Stock.
|
|
|
|
|
Percentage: Approximately 0.52% as of the date hereof.
|
|
|
|
|
1.
|
Sole power to vote or direct vote: 0
|
|
|
|
|
2.
|
Shared power to vote or direct vote: 470,340 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: 470,340 shares of Class A Common Stock
|
|
|
|
|
|
(vii) CGI:
|
|
|
|
(a)
|
As of the date hereof, CGI may be deemed the beneficial owner of 6,963,235 shares of Class A Common Stock.
|
|
|
|
|
Percentage: Approximately 7.77% as of the date hereof.
|
|
|
|
|
1.
|
Sole power to vote or direct vote: 0
|
|
|
|
|
2.
|
Shared power to vote or direct vote: 6,963,235 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: 6,963,235 shares of Class A Common Stock
|
|
CUSIP No. 961840105
|
SCHEDULE 13D/A
|
Page
14
of 22 Pages
|
|
|
(viii) Mr. Hall:
|
|
|
|
(a)
|
As of the date hereof, Mr. Hall may be deemed the beneficial owner of 6,963,235 shares of Class A Common Stock.
|
|
|
|
|
Percentage: Approximately 7.77% as of the date hereof.
|
|
|
|
|
1.
|
Sole power to vote or direct vote: 0
|
|
|
|
|
2.
|
Shared power to vote or direct vote: 6,963,235 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: 6,963,235 shares of Class A Common Stock
|
|
|
|
|
|
(b) By virtue of investment management agreements with Spotlight Fund, SPOT, Magnolia, CROP, CSO and CREL, CGI has the power to vote or direct the voting, and to dispose or direct the disposition, of all of the 6,963,235 shares of Class A Common Stock beneficially owned by Spotlight Fund, SPOT, Magnolia, CROP, CSO and CREL. 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.
|
|
|
|
|
|
(c) All transactions in Class A Common Stock effected by the Reporting Persons in the past sixty days are set forth in Schedule B hereto. Unless otherwise indicated, all such transactions were effected in the open market.
|
|
|
|
|
Item 6.
|
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
|
|
|
|
Item 6 of this Schedule 13D is hereby amended and supplemented as follows:
|
|
|
|
|
The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto. A copy of such agreement is attached as Exhibit 15 to this Schedule 13D and is incorporated by reference herein.
|
|
|
|
|
Item 7.
|
MATERIAL TO BE FILED AS EXHIBITS
|
|
|
|
|
Exhibit
|
Description
|
|
14
|
Letter, dated February 13, 2013.
|
|
15
|
Joint Filing Agreement, dated February 13, 2013.
|
|
CUSIP No. 961840105
|
SCHEDULE 13D/A
|
Page
15
of 22 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: February 13, 2013
|
|
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
16
of 22 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 Relational Opportunity Master Fund, L.P.
|
|
|
|
|
|
|
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
17
of 22 Pages
|
Schedule
B
The
following table sets forth all transactions with respect to the shares of Class A Common Stock effected during the past 60 days
by any of the Reporting Persons. Except as otherwise noted, all such transactions in the table were effected in the
open market through a broker.
Clinton Spotlight Master Fund, L.P.
|
Date of Transaction
|
Shares Purchased (Sold)
|
Price per Share ($)
|
|
12/31/2012
|
18,000
|
2.746
|
|
1/2/2013
|
1,845
|
2.8246
|
|
1/2/2013
|
9,405
|
2.8094
|
|
1/3/2013
|
6,750
|
2.8018
|
|
1/4/2013
|
9,000
|
2.7224
|
|
1/7/2013
|
5,000
|
2.7284
|
|
1/24/2013
|
(450)
|
2.75
|
|
1/31/2013
|
3,800
|
2.8073
|
|
2/12/2013
|
(7,960)
|
2.9962
|
Clinton Magnolia Master Fund, Ltd.
|
Date of Transaction
|
Shares Purchased (Sold)
|
Price per Share ($)
|
|
12/31/2012
|
9,000
|
2.746
|
|
1/2/2013
|
615
|
2.8246
|
|
1/2/2013
|
3,136
|
2.8094
|
|
1/3/2013
|
2,000
|
2.8018
|
|
1/4/2013
|
3,000
|
2.7224
|
|
1/7/2013
|
1,000
|
2.7284
|
|
1/31/2013
|
2,200
|
2.79
|
|
2/1/2013
|
(25,000)
|
2.8
|
|
2/5/2013
|
100,200
|
2.7996
|
|
2/12/2013
|
(1,990)
|
2.9962
|
Clinton Retail Opportunity Partnership, L.P.
|
Date of Transaction
|
Shares Purchased (Sold)
|
Price per Share ($)
|
|
12/31/2012
|
13,500
|
2.746
|
|
1/2/2013
|
1,435
|
2.8246
|
|
1/2/2013
|
7,314
|
2.8094
|
|
1/3/2013
|
5,000
|
2.8018
|
|
1/4/2013
|
6,000
|
2.7224
|
|
1/7/2013
|
4,000
|
2.7284
|
|
1/24/2013
|
(450)
|
2.75
|
|
2/12/2013
|
(7,990)
|
2.9962
|
|
CUSIP No. 961840105
|
SCHEDULE 13D/A
|
Page
18
of 22 Pages
|
Clinton Special Opportunities Master Fund, Ltd.
|
Date of Transaction
|
Shares Purchased (Sold)
|
Price per Share ($)
|
|
2/4/2013
|
(25,000)
|
2.77
|
|
2/12/2013
|
(1,000)
|
2.9962
|
Clinton Relational Opportunity Master Fund, L.P.
|
Date of Transaction
|
Shares Purchased (Sold)
|
Price per Share ($)
|
|
12/19/2012
|
10,000
|
2.7958
|
|
12/19/2012
|
15,000
|
2.7994
|
|
12/31/2012
|
4,500
|
2.746
|
|
1/2/2013
|
205
|
2.8246
|
|
1/2/2013
|
1,045
|
2.8094
|
|
1/3/2013
|
1,250
|
2.8018
|
|
1/4/2013
|
2,000
|
2.7224
|
|
1/7/2013
|
10,000
|
2.7284
|
|
1/31/2013
|
5,000
|
2.8073
|
|
2/1/2013
|
25,000
|
2.8
|
|
2/4/2013
|
10,000
|
2.7936
|
|
2/4/2013
|
7,300
|
2.7932
|
|
2/4/2013
|
25,000
|
2.77
|
|
2/4/2013
|
50,000
|
2.79
|
|
2/5/2013
|
145,000
|
2.7996
|
|
2/12/2013
|
(960)
|
2.9962
|
|
CUSIP No. 961840105
|
SCHEDULE 13D/A
|
Page
19
of 22 Pages
|
EXHIBIT 14
February 13, 2013
Board of Directors
The Wet Seal, Inc.
26972 Burbank
Foothill Ranch, CA 92610
|
|
RE:
|
Progress of the New Board and the Return of Additional Capital
|
|
Ladies and Gentlemen:
I write on behalf of Clinton Group, Inc. ("Clinton"),
the investment manager of several funds and accounts that collectively own nearly 7 million shares of the common stock of
The Wet Seal, Inc. ("Wet Seal" or the "Company").
We appreciate the swift actions of the new Board, including
the appointment of a new Chief Executive Officer, the reduction in overhead costs, the announcement of a share buyback plan and
the resolution of various EEOC matters. We believe these actions put the Company on firm ground for future operating improvements
and will benefit shareholders and the stock price.
In particular, we estimate that once implemented,
the annual cost savings and reduced share count should augment EPS in FY13 by $0.04 and annually by more than $0.06 per
share thereafter. At the average price to earnings multiple of the last five years, these early moves by the new team should add more
than $0.75 per share to the stock price.
As we have often indicated, given the importance of every
day and every penny of EPS, we believe the Company should return all of its excess capital to shareholders as soon as possible.
The buyback is one good way to return capital and to take advantage of supply-demand imbalances in the Company’s stock. We
applaud you for authorizing that program.
The Company should also adopt a more aggressive approach
to returning its significant, excess capital to shareholders rapidly and with certainty. A Dutch Auction self-tender would likely
permit the Company to return as much as an additional $35 to $55 million in capital this quarter, reducing the share count and
adding almost another $0.06 to EPS in FY14 (and another $0.75 to the stock price).
Given the long-term prospects of the business and our confidence
in your ability to continue to affect positive change, we would not be sellers into such a tender offer. But it appears some shareholders
are sellers at these price levels; there is no better buyer of their stock than the Company, which has unused shareholder capital
at its ready disposal.
We would certainly recommend that the Company retain sufficient
cash reserves for its working capital purposes and for future growth in store count. But we also know that every day that goes
by while the extra cash remains on the balance sheet, an opportunity to create additional shareholder value dissipates. Certainly,
if the Company waits until evidence of the operational turnaround is manifest, the stock price will be much higher and the impact
of buying back stock on the remaining shareholders will be substantially dampened. Now is the time to act.
|
CUSIP No. 961840105
|
SCHEDULE 13D/A
|
Page
20
of 22 Pages
|
Please consider a near-term self-tender in addition to the
buyback you have announced. We appreciate your efforts in helping the Company succeed again.
|
Sincerely yours,
|
|
|
|
|
|
|
|
|
//s//
|
|
|
Joseph De Perio
|
|
|
Senior Portfolio Manager
|
|
|
|
|
|
|
|
|
//s//
|
|
|
Gregory P. Taxin
|
|
|
Managing Director
|
|
|
|
|
|
CUSIP No. 961840105
|
SCHEDULE 13D/A
|
Page
21
of 22 Pages
|
EXHIBIT 15
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned
acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing
additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments,
and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason
to believe that such information is inaccurate.
DATE: February 13, 2013
|
|
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
|
|
CUSIP No. 961840105
|
SCHEDULE 13D/A
|
Page
22
of 22 Pages
|
|
|
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
|
|
|
Clinton Relational Opportunity Master Fund, L.P.
|
|
|
|
|
|
|
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
|