-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CqokarS8To/cYQs0TOyDRxqtrRXjUa/9FkJ7xuCpf4bodB9Wh4Hzl8iL1IxQvNb/ tG8x9mXBJDQPkUzbOES6yA== 0000921530-02-000091.txt : 20020414 0000921530-02-000091.hdr.sgml : 20020414 ACCESSION NUMBER: 0000921530-02-000091 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020212 GROUP MEMBERS: GROSS-TEITELBAUM HOLDINGS INC. GROUP MEMBERS: LA SENZA CORPORATION GROUP MEMBERS: LOS ANGELES EXPRESS FASHIONS INC. GROUP MEMBERS: STEPHEN GROSS HOLDINGS INC. GROUP MEMBERS: SUZY SHIER EQUITIES INC. 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: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41525 FILM NUMBER: 02536440 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: 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: 0131 FILING VALUES: FORM TYPE: SC 13D/A 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 SC 13D/A 1 thewetseal_13da9-13102.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* THE WET SEAL, INC. ------------------ (Name of Issuer) Class A Common Stock, $0.10 Par Value ------------------------------------- (Title of Class of Securities) 961840105 --------- (CUSIP Number) Stephen M. Vine, Esq. Akin, Gump, Strauss, Hauer & Feld, L.L.P. 590 Madison Avenue New York, New York 10022 (212) 872-1000 -------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 31, 2002 ---------------- (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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-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 ss.240.13d-7 for other parties to whom copies are to be sent. * 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). Continued on following pages Page 1 of 16 Pages SCHEDULE 13D CUSIP No. 961840105 Page 2 of 16 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only). GROSS-TEITELBAUM HOLDINGS INC. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [X] b. [_] 3 SEC Use Only 4 Source of Funds (See Instructions) Not Applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization Canada 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 0 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] 13 Percent of Class Represented By Amount in Row (11) 0% 14 Type of Reporting Person (See Instructions) CO SCHEDULE 13D CUSIP No. 961840105 Page 3 of 16 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only). LOS ANGELES EXPRESS FASHIONS INC. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [X] b. [_] 3 SEC Use Only 4 Source of Funds (See Instructions) Not Applicable 6 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization Canada 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 2,000,000 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 2,000,000 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,000,000 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] 13 Percent of Class Represented By Amount in Row (11) 10.73% 14 Type of Reporting Person (See Instructions) CO SCHEDULE 13D CUSIP No. 961840105 Page 4 of 16 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only). SUZY SHIER EQUITIES INC. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [X] b. [_] 3 SEC Use Only 4 Source of Funds (See Instructions) Not Applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization Canada 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 2,000,000 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 2,000,000 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,000,000 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] 13 Percent of Class Represented By Amount in Row (11) 10.73% 14 Type of Reporting Person (See Instructions) CO SCHEDULE 13D CUSIP No. 961840105 Page 5 of 16 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only). LA SENZA CORPORATION 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [X] b. [_] 3 SEC Use Only 4 Source of Funds (See Instructions) Not Applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization Canada 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 2,000,000 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 2,000,000 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,000,000 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] 13 Percent of Class Represented By Amount in Row (11) 10.73% 14 Type of Reporting Person (See Instructions) CO SCHEDULE 13D CUSIP No. 961840105 Page 6 of 16 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only). STEPHEN GROSS HOLDINGS INC. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [X] b. [_] 3 SEC Use Only 4 Source of Funds (See Instructions) Not Applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_[ 6 Citizenship or Place of Organization Canada 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 2,499,000 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 2,499,000 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,499,000 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] 13 Percent of Class Represented By Amount in Row (11) 13.06% 14 Type of Reporting Person (See Instructions) CO SCHEDULE 13D CUSIP No. 961840105 Page 7 of 16 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only). STEPHEN GROSS 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [X] b. [_] 3 SEC Use Only 4 Source of Funds (See Instructions) Not Applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization Canada 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 2,499,000 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 2,499,000 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,499,000 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] 13 Percent of Class Represented By Amount in Row (11) 13.06% 14 Type of Reporting Person (See Instructions) IN SCHEDULE 13D CUSIP No. 961840105 Page 8 of 16 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only). TEITELBAUM HOLDINGS INC. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [X] b. [_] 3 SEC Use Only 4 Source of Funds (See Instructions) Not Applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization Canada 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 2,501,000 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 2,501,000 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,501,000 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] 13 Percent of Class Represented By Amount in Row (11) 13.07% 14 Type of Reporting Person (See Instructions) CO SCHEDULE 13D CUSIP No. 961840105 Page 9 of 16 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only). IRVING TEITELBAUM 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [X] b. [_] 3 SEC Use Only 4 Source of Funds (See Instructions) Not Applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization Canada 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 2,501,000 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 2,501,000 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,501,000 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] 13 Percent of Class Represented By Amount in Row (11) 13.07% 14 Type of Reporting Person (See Instructions) IN SCHEDULE 13D CUSIP No. 961840105 Page 10 of 16 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only). MAISAR INVESTMENTS INC. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [X] b. [_] 3 SEC Use Only 4 Source of Funds (See Instructions) Not Applicable 7 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization Canada 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 0 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] 13 Percent of Class Represented By Amount in Row (11) 0% 14 Type of Reporting Person (See Instructions) CO Page 11 of 16 This Amendment No. 9 to Schedule 13D relates to shares of Class A Common Stock, $0.10 par value per share (the "Class A Shares"), of The Wet Seal, Inc. (the "Issuer"). This Amendment No. 9 supplementally amends the initial statement on Schedule 13D, dated August 21, 1995, and all amendments thereto (collectively, the "Initial Statement"), filed by the Reporting Persons (as defined herein). This Amendment No. 9 is being filed by the Reporting Persons to report that the number of Class A Shares of which certain of the Reporting Persons may be deemed the beneficial owner of has changed by more than one percent of the total number of outstanding Class A Shares. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement. The Initial Statement is supplementally amended as follows. Item 2. Identity and Background. This Statement is being filed on behalf of each of the following persons (collectively, the "Reporting Persons"): (i) Gross-Teitelbaum Holdings Inc. ("GTHI") (ii) Los Angeles Express Fashions Inc. ("LA"); (iii) Suzy Shier Equities Inc. ("Suzy Shier Equities"); (iv) La Senza Corporation ("La Senza Corporation"); (v) Stephen Gross Holdings Inc. ("SGHI"); (vi) Stephen Gross ("Mr. Gross"); (vii) Teitelbaum Holdings Inc. ("THI"), (viii) Irving Teitelbaum ("Mr. Teitelbaum"), and (ix) Maisar Investments Inc. ("Maisar"). This Statement relates to Shares (as defined herein) held for the accounts of LA, SGHI and THI. On January 31, 2002, pursuant to a so-called "butterfly" corporate reorganization, Maisar transferred the 1,000,000 Shares (as defined herein) that was formerly held for its account to SGHI and THI in the same percentages as Mr. Teitelbaum and Mr. Gross have ownership interests in GTHI. GTHI is owned 50.1% and 49.9% by Mr. Teitelbaum and Mr. Gross respectively. Maisar is a wholly-owned subsidiary of GTHI. The address and principal business of each Reporting Person is 1604 St. Regis Blvd., Dorval, Quebec, Canada H9P1H6. During the last five years, none of the Reporting Persons and to the best of the Reporting Persons' knowledge, any other person identified in response to this Item 2 has been (a) convicted in a criminal proceeding, or (b) been a party to a civil proceeding as a result of which he has been subject to a judgment, decree or final order enforcing future violations of, or prohibiting or mandating activities subject to federal or state securities laws, or finding any violation with respect to such laws. Page 12 of 16 Item 5. Interest in Securities of the Issuer (a) (i) GTHI and Maisar may be deemed the beneficial owners of 0 Class A Shares (approximately 0% of the total number of Class A Shares outstanding). (ii) LA may be deemed the beneficial owner of 2,000,000 Class A Shares (approximately 10.73% of the total number of Class A Shares outstanding assuming conversion of 2,000,000 Class B Shares). This number consists of 2,000,000 Class B Shares held for its account. (iii) Suzy Shier Equities and La Senza Corporation may be deemed the beneficial owner of 2,000,000 Class A Shares (approximately 10.73% of the total number of Class A Shares outstanding assuming conversion of 2,000,000 Class B Shares). This number consists of 2,000,000 Class B Shares held for the account of LA. (iv) SGHI and Mr. Gross may be deemed the beneficial owner of 2,499,000 Class A Shares (approximately 13.06% of the total number of Class A Shares outstanding assuming conversion of 2,499,000 Class B Shares). This number consists of (1) 499,000 Class B Shares held for the account of SGHI and (2) 2,000,000 Class B Shares held for the account of LA. (v) THI and Mr. Teitelbaum may be deemed the beneficial owner of 2,501,000 Class A Shares (approximately 13.07% of the total number of Class A Shares outstanding assuming the conversion of 2,501,000 Class B Shares). This number consists of (1) 501,000 Class B Shares held for the account of THI and (2) 2,000,000 Class B Shares held for the account of LA. First Canada Management Consultants Limited, a Canadian company wholly owned by Teitelbaum Investments Ltd., a Canadian company of which Mr. Teitelbaum is the majority shareholder, holds options to acquire (i) 60,000 Class A Shares, which options vest in an increment of 60,000 Class A Shares on August 20, 2002 (ii) 135,000 Class A Shares, which options vest in increments of 45,000 Class A Shares on September 22nd of the years 2002 through 2004 and (iii) 120,000 Class A Shares, which options vest in increments of 30,000 Class A Shares on May 4th of the years 2002 through 2005 (the "Options"). (b) (i) Each of Suzy Shier Equities, La Senza Corporation, SGHI, Mr. Gross, THI and Mr. Teitelbaum may be deemed to have shared power to direct the voting and disposition of the 2,000,000 Class A Shares (and securities derivative thereof), held for the account of LA. (ii) Each of SGHI and Mr. Gross may be deemed to have shared power to direct the voting and disposition of the 499,000 Class A Shares (and securities derivative thereof), held for the account of SGHI. (iii) Each of THI and Mr. Teitelbaum may be deemed to have shared power to direct the voting and disposition of the 501,000 Class A Shares (and securities derivative thereof), held for the account of THI. (c) Except for the transactions disclosed in Item 2 and Annex A hereto, there have been no transactions with respect to the Class A Shares since December 14, 2001 ( 60 days from the date hereof) by any of the Reporting Persons. Page 13 of 16 (d) (i) The shareholders of LA have the right to participate in the receipt of dividends from, or proceeds from the sales of, the securities held by LA in accordance with their ownership interests in LA. (ii) The shareholders of Suzy Shier Equities have the right to participate in the receipt of dividends from, or proceeds from the sales of, the securities held by Suzy Shier Equities in accordance with their ownership interests in Suzy Shier Equities. (iii) The shareholders of Suzy Shier have the right to participate in the receipt of dividends from, or proceeds from the sales of, the securities held by Suzy Shier in accordance with their ownership interests in Suzy Shier. (e) As of January 31, 2002, each of GTHI and Maisar ceased to be a beneficial owner of more than five percent of the Shares. With reference to the information set forth above, this filing shall not be deemed an admission that the Reporting Persons are the beneficial owners of any securities of the Issuer which are not directly held by them. Page 14 of 16 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Date: February 12, 2002 GROSS-TEITELBAUM HOLDINGS INC. By: /s/ I. Teitelbaum ------------------------------- Name: I. Teitelbaum Title: Secretary LOS ANGELES EXPRESS FASHIONS INC. By: /s/ I. Teitelbaum -------------------------------- Name: I. Teitelbaum Title: Secretary SUZY SHIER EQUITIES INC. By: /s/ I. Teitelbaum ------------------------------- Name: I. Teitelbaum Title: Secretary LA SENZA CORPORATION By: /s/ I. Teitelbaum ------------------------------- Name: I. Teitelbaum Title: Chairman and Chief Executive Officer STEPHEN GROSS HOLDINGS INC. By: /s/ Stephen Gross ------------------------------- Name: Stephen Gross Title: Secretary Page 15 of 16 STEPHEN GROSS By: /s/ Stephen Gross ------------------------------- TEITELBAUM HOLDINGS INC. By: /s/ I. Teitelbaum ------------------------------- Name: I. Teitelbaum Title: Secretary IRVING TEITELBAUM By: /s/ Irving Teitelbaum ------------------------------- MAISAR INVESTMENTS INC. By: /s/ I. Teitelbaum ------------------------------- Name: I. Teitelbaum Title: President Page 16 of 16
ANNEX A RECENT TRANSACTIONS IN THE SECURITIES OF THE WET SEAL, INC. Date of Nature of Number of For the Account of Transaction Transaction Securities Price - ----------------- ------------ ------------ ---------- --------- Suzy Shier Inc. 1/11/02 Sale 1,000 $27.05 Suzy Shier Inc. 1/11/02 Sale 100 $27.01 Suzy Shier Inc. 1/11/02 Sale 98,900 $27.00
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