0000902664-14-003986.txt : 20141008 0000902664-14-003986.hdr.sgml : 20141008 20141008090033 ACCESSION NUMBER: 0000902664-14-003986 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20141008 DATE AS OF CHANGE: 20141008 GROUP MEMBERS: CLINTON GROUP, INC. GROUP MEMBERS: CLINTON MAGNOLIA MASTER FUND, LTD. GROUP MEMBERS: CLINTON RELATIONAL OPPORTUNITY MASTER FUND, L.P. GROUP MEMBERS: CLINTON RELATIONAL OPPORTUNITY, LLC GROUP MEMBERS: CLINTON SPECIAL OPPORTUNITIES MASTER FUND, LTD. GROUP MEMBERS: GEH CAPITAL, INC. GROUP MEMBERS: GEORGE E. HALL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WET SEAL INC CENTRAL INDEX KEY: 0000863456 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621] IRS NUMBER: 330415940 STATE OF INCORPORATION: DE FISCAL YEAR END: 0128 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41525 FILM NUMBER: 141146982 BUSINESS ADDRESS: STREET 1: 26972 BURBANK CITY: FOOTHILL RANCH STATE: CA ZIP: 92610 BUSINESS PHONE: 7145839029 MAIL ADDRESS: STREET 1: 26972 BURBANK CITY: FOOTHILL RANCH STATE: CA ZIP: 92610 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CLINTON GROUP INC CENTRAL INDEX KEY: 0001134119 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVE. STREET 2: 51ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128250400 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVE. STREET 2: 51ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 p14-2031sc13da.htm THE WET SEAL, INC.

 

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 19)*
 

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 7, 2014

(Date of Event Which Requires Filing of This Statement)
 

 

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. [ ]

 

(Page 1 of 19 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. 961840105SCHEDULE 13D/APage 2 of 19 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

112,500 shares of Class A Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

112,500 shares of Class A Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

112,500 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)

0.1%

14

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 3 of 19 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

2,174,007 shares of Class A Common Stock (including options to purchase 238,100 shares of Class A Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,174,007 shares of Class A Common Stock (including options to purchase 238,100 shares of Class A Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

2,174,007 shares of Class A Common Stock (including options to purchase 238,100 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)

2.6%

14

TYPE OF REPORTING PERSON

PN

         

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 4 of 19 Pages

 

1

NAME OF REPORTING PERSON

Clinton Relational Opportunity, LLC

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

2,174,007 shares of Class A Common Stock (including options to purchase 238,100 shares of Class A Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,174,007 shares of Class A Common Stock (including options to purchase 238,100 shares of Class A Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

2,174,007 shares of Class A Common Stock (including options to purchase 238,100 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)

2.6%

14

TYPE OF REPORTING PERSON

CO; IA

         

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 5 of 19 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

155,068 shares of Class A Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

155,068 shares of Class A Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

155,068 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)

0.2%

14

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 6 of 19 Pages

 

1

NAME OF REPORTING PERSON

GEH Capital, Inc.

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

899,073 shares of Class A Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

899,073 shares of Class A Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

899,073 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)

1.1%

14

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 7 of 19 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

4,144,567 shares of Class A Common Stock (including options to purchase 506,400 shares of Class A Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

4,144,567 shares of Class A Common Stock (including options to purchase 506,400 shares of Class A Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

4,144,567 shares of Class A Common Stock (including options to purchase 506,400 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)

4.9%

14

TYPE OF REPORTING PERSON

CO; IA

         

 

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 8 of 19 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

5,043,640 shares of Class A Common Stock (including options to purchase 506,400 shares of Class A Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

5,043,640 shares of Class A Common Stock (including options to purchase 506,400 shares of Class A Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

5,043,640 shares of Class A Common Stock (including options to purchase 506,400 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)

6.0%

14

TYPE OF REPORTING PERSON

IN

         

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 9 of 19 Pages

 

This Amendment No. 19 (“Amendment No. 19”) 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”), Amendment No. 10 to the Original Schedule 13D, filed with the SEC on October 22, 2012 (“Amendment No. 10”), Amendment No. 11 to the Original Schedule 13D, filed with the SEC on February 13, 2013 (“Amendment No. 11”), Amendment No. 12 to the Original Schedule 13D, filed with the SEC on June 25, 2013 (“Amendment No. 12”), Amendment No. 13 to the Original Schedule 13D, filed with the SEC on August 22, 2013 (“Amendment No. 13”), Amendment No. 14 to the Original Schedule 13D, filed with the SEC on September 17, 2013 (“Amendment No. 14”), Amendment No. 15 to the Original Schedule 13D, filed with the SEC on December 17, 2013 (“Amendment No. 15”), Amendment No. 16 to the Original Schedule 13D, filed with the SEC on March 11, 2014 (“Amendment No. 16”), Amendment No. 17 to the Original Schedule 13D, filed with the SEC on March 21, 2014 (“Amendment No. 17”) and Amendment No. 18 to the Original Schedule 13D, filed with the SEC on September 3, 2014 (“Amendment No. 18” 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, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 13, Amendment No. 14, Amendment No. 15, Amendment No. 16, Amendment No. 17 and this Amendment No. 19, 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. 19 have the meanings set forth in the Schedule 13D. This Amendment No. 19 amends Items 2, 3, 5 and 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 Magnolia Master Fund, Ltd., a Cayman Islands exempted company ("Magnolia"); (ii) Clinton Relational Opportunity Master Fund, L.P., a Cayman Islands exempted limited partnership ("CREL"); (iii) Clinton Relational Opportunity, LLC, a Delaware limited liability company, which serves as the investment manager to CREL ("CRO"); (iv) Clinton Special Opportunities Master Fund, Ltd., a Cayman Islands exempted company ("CSO"); (v) GEH Capital, Inc., a Delaware corporation ("GEHC"); (vi) Clinton Group, Inc., a Delaware corporation, which serves as the investment manager to CSO and Magnolia (“CGI”); and (vii) George E. Hall, a United States citizen, who serves as Chief Executive Officer of CGI ("Mr. Hall" and together with Magnolia, CREL, CRO, CSO, GEHC and CGI, “Clinton” or the "Reporting Persons").

   

  

 
CUSIP No. 961840105SCHEDULE 13D/APage 10 of 19 Pages

 

 

(b) The principal business address of CRO, GEHC, CGI and Mr. Hall is 601 Lexington Avenue, 51st Floor, New York, New York 10022. The principal business address of Magnolia, CREL and CSO is c/o Credit Suisse Administration Services (Cayman) Ltd., P.O. Box 2003 GT, Grand Pavilion Commercial Centre, 802 West Bay Road, Grand Cayman, Cayman Islands.

 

(c) The principal business of CRO and CGI is to provide investment management services to private individuals and institutions. The principal business of Magnolia, CREL, CSO and GEHC is to invest in securities. The principal business of Mr. Hall is to serve as Chief Executive Officer of CGI.

 

The name, citizenship, present principal occupation or employment and business address of each director and executive officer of CGI, Magnolia, CREL, CRO, CSO and GEHC is set forth in Schedule A attached hereto. To the best of the Reporting Persons' knowledge, except as set forth in this statement on Schedule 13D, none of such individuals owns any shares of Class A Common Stock.

 

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:
   
 

Clinton used approximately $7,710,000 (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 Magnolia, for the shares of Class A Common Stock held directly by it; (ii) available working capital of CREL, for the shares of Class A Common Stock held directly by it; (iii) available working capital of GEHC, for the shares of Class A Common Stock held directly by it; (iv) available working capital of CSO, for the shares of Class A Common Stock held directly by it; and (v) margin borrowings described in the following sentence, for the shares of Class A Common Stock held directly by Magnolia, CREL, CSO and GEHC. 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 5. INTEREST IN SECURITIES OF THE ISSUER

 

Paragraphs (a) – (c) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:
   
 

(a) The aggregate number and percentage of shares of Class A Common Stock to which this Schedule 13D relates is 5,043,640 shares of Class A Common Stock (including options to purchase 506,400 shares of Class A Common Stock), constituting approximately 6.0% 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 84,309,311 shares of Class A Common Stock outstanding as of September 5, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended August 2, 2014 filed with the Securities and Exchange Commission on September 11, 2014.

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 11 of 19 Pages

 

  (i) Magnolia
    (a) As of the date hereof, Magnolia may be deemed the beneficial owner of 112,500 shares of Class A Common Stock.
      Percentage: Approximately 0.1% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 112,500 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: 112,500 shares of Class A Common Stock

 

  (ii) CREL:
    (a) As of the date hereof, CREL may be deemed the beneficial owner of 2,174,007 shares of Class A Common Stock (including options to purchase 238,100 shares of Class A Common Stock).
      Percentage: Approximately 2.6% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 2,174,007 shares of Class A Common Stock (including options to purchase 238,100 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: 2,174,007 shares of Class A Common Stock (including options to purchase 238,100 shares of Class A Common Stock)

 

  (iii) CRO:
    (a) As of the date hereof, CRO may be deemed the beneficial owner of 2,174,007 shares of Class A Common Stock (including options to purchase 238,100 shares of Class A Common Stock).
      Percentage: Approximately 2.6% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 2,174,007 shares of Class A Common Stock (including options to purchase 238,100 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: 2,174,007 shares of Class A Common Stock (including options to purchase 238,100 shares of Class A Common Stock)

 

  (iv) CSO:
    (a) As of the date hereof, CSO may be deemed the beneficial owner of 155,068 shares of Class A Common Stock.
      Percentage: Approximately 0.2% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 155,068 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: 155,068 shares of Class A Common Stock

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 12 of 19 Pages

 

  (v) GEHC:    
    (a) As of the date hereof, GEHC may be deemed the beneficial owner of 899,073 shares of Class A Common Stock.
      Percentage: Approximately 1.1% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 899,073 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: 899,073 shares of Class A Common Stock

 

  (vi) CGI:
    (a) As of the date hereof, CGI may be deemed the beneficial owner of 4,144,567 shares of Class A Common Stock (including options to purchase 506,400 shares of Class A Common Stock).
      Percentage: Approximately 4.9% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 4,144,567 shares of Class A Common Stock (including options to purchase 506,400 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: 4,144,567 shares of Class A Common Stock (including options to purchase 506,400 shares of Class A Common Stock)

 

  (vii) Mr. Hall:
    (a) As of the date hereof, Mr. Hall may be deemed the beneficial owner of 5,043,640 shares of Class A Common Stock (including options to purchase 506,400 shares of Class A Common Stock).
      Percentage: Approximately 6.0% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 5,043,640 shares of Class A Common Stock (including options to purchase 506,400 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: 5,043,640 shares of Class A Common Stock (including options to purchase 506,400 shares of Class A Common Stock)

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 13 of 19 Pages

 

 

(b) By virtue of investment management agreements with Magnolia and CSO, its ownership of CRO, a sub-advisory agreement governing a portion of a mutual fund portfolio (“CASF”) that beneficially owns 1,559,336 shares of Class A Common Stock (including options to purchase 268,300 shares of Class A Common Stock), and a sub-advisory agreement governing a mutual fund portfolio ("WKCAX") that beneficially owns 143,656 shares of Class A Common Stock, CGI has the power to vote or direct the voting, and to dispose or direct the disposition, of all of the 4,144,567 shares of Class A Common Stock (including options to purchase 506,400 shares of Class A Common Stock) beneficially owned by Magnolia, CREL, CSO, CASF and WKCAX. By virtue of his direct and indirect control of CGI and indirect ownership of GEHC, 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 and GEHC have voting power or dispositive power.

 

(c) All transactions in Class A Common Stock effected by the Reporting Persons since the filing of Amendment No. 18 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:

 

 

As of the date hereof, the Reporting Persons are party to option contracts on an aggregate of 506,400 shares of Class A Common Stock with a $1.00 strike price and expiration dates ranging from October 18, 2014 to December 20, 2014.

 

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 27 to this Schedule 13D and is incorporated by reference herein.

 

Other than as previously reported in the Schedule 13D and the options described in this Item 6, there are no contracts, arrangements, understandings or relationships among the Reporting Persons or between the Reporting Persons and any other person with respect to securities of the Issuer.

 

Item 7. MATERIAL TO BE FILED AS EXHIBITS

 

Exhibit Description
27 Joint Filing Agreement, dated October 8, 2014.

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 14 of 19 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: October 8, 2014

 

  Clinton Magnolia 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 Relational Opportunity, LLC, its investment manager
     
  By: /s/ John Hall
  Name: John Hall
  Title: Authorized Signatory

 

  Clinton Relational Opportunity, LLC
     
  By: /s/ John Hall
  Name: John Hall
  Title: Authorized Signatory

 

  Clinton Special Opportunities Master Fund, Ltd.
     
  By: Clinton Group, Inc., its investment manager
     
  By: /s/ Francis Ruchalski
  Name: Francis Ruchalski
  Title: Chief Financial Officer

 

  GEH Capital, Inc.
     
  By: /s/ Francis Ruchalski
  Name: Francis Ruchalski
  Title: Comptroller

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 15 of 19 Pages

 

  Clinton Group, Inc.
     
  By: /s/ Francis Ruchalski
  Name: Francis Ruchalski
  Title: Chief Financial Officer
     

 

  /s/ George E. Hall
  George E. Hall
   
   
 
CUSIP No. 961840105SCHEDULE 13D/APage 16 of 19 Pages

Schedule A

 

Directors and Executive Officers of Certain Reporting Persons

 

CLINTON GROUP, INC.

 

The following sets forth the name, position and principal occupation of each director and executive officer of CGI. Each such person is a citizen of the United States of America. The business address of each director and executive officer is 601 Lexington Avenue, 51st Floor, New York, New York 10022.

 

Name Position and Principal Occupation
George E. Hall Director and Chief Executive Officer
* President
Francis A. Ruchalski Director and Chief Financial Officer
John L. Hall Director and Secretary  
Nader Behbehani Chief Compliance Officer

 

* Gregory P. Taxin resigned as President of CGI and joined the Board of Directors of the Issuer, in each case effective October 1, 2014.

 

CLINTON MAGNOLIA MASTER FUND, LTD.

 

The following sets forth the name, principal occupation and business address of each director of Magnolia. There are no executive officers of Magnolia. Each such person is a citizen of the United Kingdom.

 

Name Principal Occupation Business Address
Jane Fleming

Client Accountant of Queensgate Bank & Trust Company Ltd.

 

 c/o Queensgate Bank & Trust Company Ltd., Harbour Place, 5th Floor, 103 South Church Street, P.O. Box 30464 SMB, Grand Cayman, Cayman Islands
Dennis Hunter

Director of Queensgate Bank & Trust Company Ltd.

 

c/o Queensgate Bank & Trust Company Ltd., Harbour Place, 5th Floor, 103 South Church Street, P.O. Box 30464 SMB, Grand Cayman, Cayman Islands

 

Roger Hanson Director of dms Management Ltd. c/o dms Management Ltd., P.O. Box 31910 SMB, Ansbacher House, 20 Genesis Close, Grand Cayman, Cayman Islands

 

CLINTON RELATIONAL OPPORTUNITY MASTER FUND, L.P.

 

Clinton Relational Opportunity GP LLC, a Delaware limited liability company, is the general partner of CREL. George Hall is the controlling person of Clinton Relational Opportunity GP LLC.

 

CLINTON RELATIONAL OPPORTUNITY, LLC

 

George Hall is the controlling person of CRO.

 

CLINTON SPECIAL OPPORTUNITIES MASTER FUND, LTD.

 

The following sets forth the name, principal occupation and business address of each director of CSO. There are no executive officers of CSO. Each such person is a citizen of the United Kingdom.

 

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 17 of 19 Pages

 

Name Principal Occupation Business Address
Jane Fleming

Client Accountant of Queensgate Bank & Trust Company Ltd.

 

 c/o Queensgate Bank & Trust Company Ltd., Harbour Place, 5th Floor, 103 South Church Street, P.O. Box 30464 SMB, Grand Cayman, Cayman Islands
Dennis Hunter

Director of Queensgate Bank & Trust Company Ltd.

 

c/o Queensgate Bank & Trust Company Ltd., Harbour Place, 5th Floor, 103 South Church Street, P.O. Box 30464 SMB, Grand Cayman, Cayman Islands

 

Roger Hanson Director of dms Management Ltd. c/o dms Management Ltd., P.O. Box 31910 SMB, Ansbacher House, 20 Genesis Close, Grand Cayman, Cayman Islands

 

 

GEH CAPITAL, INC.

 

The following sets forth the name, position and principal occupation of each director and executive officer of GEHC. Each such person is a citizen of the United States of America. The business address of each director and executive officer is 601 Lexington Avenue, 51st Floor, New York, New York 10022.

 

Name Position and Principal Occupation
George E. Hall Director, Chief Executive Officer and President
Francis A. Ruchalski Director and Comptroller
John L. Hall Director, Chief Financial Officer, Secretary and Treasurer
     

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 18 of 19 Pages

Schedule B

The following table sets forth all transactions with respect to the shares of Class A Common Stock effected since the filing of Amendment No. 18 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.

Magnolia

 

Date of Transaction Shares Purchased (Sold) Price per Share ($)
9/23/2014 75,000 0.5663
9/24/2014 37,500 0.562

 

CREL

 

Date of Transaction Shares Purchased (Sold) Price per Share ($)
9/8/2014 (300,000) 0.6761
9/9/2014 (5,100) 0.6854
9/10/2014 (12,600) 0.6681
9/10/2014 (2,940) 0.6679
9/10/2014 (15,414) 0.6707
9/10/2014 (9,300) 0.6687
9/10/2014 (30,000) 0.665
9/15/2014 (18,750) 0.6829
9/15/2014 (6,250) 0.6901
9/16/2014 (5,000) 0.6523
9/16/2014 (450) 0.6368
9/16/2014 (2,500) 0.6335
9/25/2014 39,762 0.5416
9/25/2014 5,700 0.5437
9/30/2014 30,000 0.5395
9/30/2014 (31,000) 0.5211
10/3/2014 (3,140) 0.6
10/3/2014 (10,912) 0.5828
10/3/2014 (1,689) 0.5954

 

GEHC

 

Date of Transaction Shares Purchased (Sold) Price per Share ($)
9/8/2014 (50,000) 0.67
9/8/2014 (250,000) 0.6751
9/9/2014 (35,022) 0.68
9/18/2014 (25,000) 0.6006
9/19/2014 (35,000) 0.58
9/23/2014 (25,000) 0.56
9/23/2014 (50,000) 0.5706
9/23/2014 (25,000) 0.56
9/24/2014 (50,000) 0.56
9/24/2014 (50,000) 0.55
9/24/2014 (50,000) 0.57
9/25/2014 (100,000) 0.5345
 
CUSIP No. 961840105SCHEDULE 13D/APage 19 of 19 Pages

 

9/30/2014 (29,180) 0.546929
9/30/2014 (20,820) 0.53089
9/30/2014 (8,300) 0.5255
9/30/2014 (50,000) 0.542381
9/30/2014 (50,000) 0.530332
10/7/2014 (46,800) 0.530035
10/7/2014 (19,600) 0.550299
10/7/2014 (3,200) 0.535006
10/7/2014 (30,400) 0.530373

 

CASF

 

Date of Transaction Shares Purchased (Sold) Price per Share ($)
9/8/2014 (200,000) 0.6761
9/10/2014 (8,400) 0.6681
9/10/2014 (1,960) 0.6679
9/10/2014 (10,277) 0.6707
9/10/2014 (6,200) 0.6687
9/10/2014 (20,000) 0.665
9/15/2014 (18,750) 0.6829
9/15/2014 (6,250) 0.6901
9/16/2014 (5,000) 0.6523
9/16/2014 (450) 0.6368
9/16/2014 (2,500) 0.6335
9/22/2014 25,000 0.5956
9/22/2014 25,000 0.5982
9/24/2014 87,500 0.562
9/25/2014 39,761 0.5416
9/25/2014 5,700 0.5437
9/30/2014 30,000 0.5395
9/30/2014 (31,000) 0.5211
10/3/2014 (2,080) 0.6
10/3/2014 (7,274) 0.5828
10/3/2014 (1,125) 0.5954

 

WKCAX

 

Date of Transaction Shares Purchased (Sold) Price per Share ($)
9/11/2014 5,000 0.71
9/30/2014 90,000 0.5395
10/1/2014 9,756 0.5686
10/1/2014 13,900 0.5897
10/1/2014 25,000 0.5635

 

 

 EX-99 2 p14-2031exhibit_27.htm EXHIBIT 27

EXHIBIT 27

 

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: October 8, 2014

 

  Clinton Magnolia 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 Relational Opportunity, LLC, its investment manager
     
  By: /s/ John Hall
  Name: John Hall
  Title: Authorized Signatory

 

  Clinton Relational Opportunity, LLC
     
  By: /s/ John Hall
  Name: John Hall
  Title: Authorized Signatory

 

  Clinton Special Opportunities Master Fund, Ltd.
     
  By: Clinton Group, Inc., its investment manager
     
  By: /s/ Francis Ruchalski
  Name: Francis Ruchalski
  Title: Chief Financial Officer

 

 
 

 

  GEH Capital, Inc.
     
  By: /s/ Francis Ruchalski
  Name: Francis Ruchalski
  Title: Comptroller

 

  Clinton Group, Inc.
     
  By: /s/ Francis Ruchalski
  Name: Francis Ruchalski
  Title: Chief Financial Officer
     

 

  /s/ George E. Hall
  George E. Hall