-----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, BzcNTEIqtz/Wgu6SnEGLNhLkEBJGJSCnmtNQEh+2M8sY8dEDLuApWvLcEfGJH8/T saVcjshZgpcUZHCr0OnQXQ== 0001011075-96-000001.txt : 19960620 0001011075-96-000001.hdr.sgml : 19960620 ACCESSION NUMBER: 0001011075-96-000001 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960619 SROS: NASD 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: 96582743 BUSINESS ADDRESS: STREET 1: 64 FAIRBANKS CITY: IRVINE STATE: CA ZIP: 92718 BUSINESS PHONE: 7145839029 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOODMAN PHILLIPS & VINEBERG CENTRAL INDEX KEY: 0001011075 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 430 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 MAIL ADDRESS: STREET 1: 430 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* The Wet Seal, Inc. (Name of Issuer) Class B Common Stock (Title of Class of Securities) N/A (CUSIP Number) Irving Teitelbaum, Suzy Shier Ltd., 1604 St. Regis Blvd. (514/684-3651) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Commissions) May 24, 1996 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box--. Check the following box if a fee is being paid with the statement --. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person 2927977 Canada Inc. 2. Check the Appropriate Box if a Member of a Group (a)x (b) 3. S.E.C. Use Only 4. Source of Funds N/A 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 Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power 0 8. Shared Voting Power 1,015,573 9. Sole Dispositive Power 0 10. Shared Dispositive Power 1,105,573 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,015,573 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13. Percent of Class Represented by Amount in Row (11) 29% 14. Type of Reporting Person CO 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Gross-Teitelbaum Holdings, Inc. 2. Check the Appropriate Box if a Member of a Group (a)x (b) 3. S.E.C. Use Only 4. Source of Funds N/A 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 Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power 0 8. Shared Voting Power 1,015,573 Disclaims Beneficial Ownership of All Shares 9. Sole Dispositive Power 0 10. Shared Dispositive Power 1,105,573 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,015,573 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13. Percent of Class Represented by Amount in Row (11) 29% 14. Type of Reporting Person CO 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Los Angeles Express Fashions, Inc. 2. Check the Appropriate Box if a Member of a Group (a)x (b) 3. S.E.C. Use Only 4. Source of Funds N/A 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 Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power 0 8. Shared Voting Power 1,500,000 9. Sole Dispositive Power 0 10. Shared Dispositive Power 1,500,000 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,500,000 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13. Percent of Class Represented by Amount in Row (11) 43% 14. Type of Reporting Person CO 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Suzy Shier Inc. 2. Check the Appropriate Box if a Member of a Group (a)x (b) 3. S.E.C. Use Only 4. Source of Funds N/A 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 Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power 0 8. Shared Voting Power 1,675,000 9. Sole Dispositive Power 0 10. Shared Dispositive Power 1,675,000 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,675,000 Beneficial Ownership of all but 175,000 shares is disclaimed 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13. Percent of Class Represented by Amount in Row (11) 48% 14. Type of Reporting Person CO 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Suzy Shier Ltd. 2. Check the Appropriate Box if a Member of a Group (a)x (b) 3. S.E.C. Use Only 4. Source of Funds N/A 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 Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power 0 8. Shared Voting Power 1,675,000 9. Sole Dispositive Power 0 10. Shared Dispositive Power 1,675,000 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,675,000 Beneficial Ownership of all shares is disclaimed 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13. Percent of Class Represented by Amount in Row (11) 48% 14. Type of Reporting Person CO 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Stephen Gross Holdings Inc. 2. Check the Appropriate Box if a Member of a Group (a)x (b) 3. S.E.C. Use Only 4. Source of Funds N/A 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 Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power 0 8. Shared Voting Power 1,675,000 9. Sole Dispositive Power 0 10. Shared Dispositive Power 1,675,000 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,675,000 Beneficial Ownership of all shares is disclaimed 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13. Percent of Class Represented by Amount in Row (11) 48% 14. Type of Reporting Person CO 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Stephen Gross 2. Check the Appropriate Box if a Member of a Group (a)x (b) 3. S.E.C. Use Only 4. Source of Funds N/A 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 Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power 0 8. Shared Voting Power 1,675,000 9. Sole Dispositive Power 0 10. Shared Dispositive Power 1,675,000 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,675,000 Beneficial Ownership of all shares is disclaimed 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13. Percent of Class Represented by Amount in Row (11) 48% 14. Type of Reporting Person IN 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Teitelbaum Holdings Inc. 2. Check the Appropriate Box if a Member of a Group (a)x (b) 3. S.E.C. Use Only 4. Source of Funds N/A 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 Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power 0 8. Shared Voting Power 2,690,573 9. Sole Dispositive Power 0 10. Shared Dispositive Power 2,690,573 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,690,573 Beneficial Ownership of all shares is disclaimed 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13. Percent of Class Represented by Amount in Row (11) 77% 14. Type of Reporting Person CO 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Irving Teitelbaum 2. Check the Appropriate Box if a Member of a Group (a)x (b) 3. S.E.C. Use Only 4. Source of Funds N/A 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 Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power 0 8. Shared Voting Power 2,690,573 9. Sole Dispositive Power 0 10. Shared Dispositive Power 2,690,573 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,690,573 Beneficial Ownership of all shares is disclaimed 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13. Percent of Class Represented by Amount in Row (11) 77% 14. Type of Reporting Person IN AMENDMENT NO. 1 TO SCHEDULE 13D Item 2. Identity and Background This Amendment No. 1 to Schedule 13D of The Wet Seal, Inc. ("Wet Seal") is being filed jointly pursuant to Rule 13d-1(f) (1) by 2927977 Canada Inc., Suzy Shier Inc., and Los Angeles Express Fashions Inc., which are the record holders of the 2,690,573 shares of the Class B Common Stock (the "Wet Seal Shares") of Wet Seal in respect of which this filing is being made, and other persons who may be deemed to control such corporations, directly or indirectly, or have contract rights to vote or influence the disposition of the Wet Seal Shares, and who therefore may be deemed to be beneficial owners of the Wet Seal Shares. Such individuals are listed in the Schedule 13-D of Wet Seal filed on August 21, 1995 (the "August 13D"), which is incorporated by reference herein.To the extent that persons filing this Schedule other than the record holders of the Wet Seal Shares directly or indirectly control such corporation, or have the contract rights described above, they may be deemed to constitute a group. A chart showing the ownership relationships among the persons filing this Schedule 13D is set forth as an exhibit in the August 13D. Information concerning the contract rights described above is contained in Item 6 hereof and of the August 13D. This Amendment to the August 13D is filed to reflect the holdings of the Wet Seal Shares after a public offering pursuant to a registration statement in which 2927977 Canada Inc. sold 946,773 Wet Seal Shares, Suzy Shier Inc. sold 1,325,000 Wet Seal Shares and Gross-Teitelbaum Holdings Inc. sold 378,227 leaving 2927977 Canada Inc. with direct ownership of 1,015,573 Wet Seal Shares, Suzy Shier Inc. with direct ownership of 175,000 Wet Seal Shares and Gross Teitelbaum Holdings Inc. with direct ownership of no Wet Seal Shares. This Amendment also reflects the termination of the August 9, 1995 Voting Trust Agreement and change of address of Maryse Bertrand. Each of the public offering and the termination of the Voting Trust Agreement occurred on May 24, 1996. XI.(a)Maryse Bertrand (b)1501 McGill College, 26th Floor, Montreal, Quebec H3A 3N9 Canada (c)Partner, Goodman Phillips & Vineberg, 1501 McGill College, 26th Floor, Montreal, Quebec H3A 3N9 Canada Item 4. Purpose of Transaction The purpose of selling the Wet Seal Shares was to gain liquidity. As a result of the sale, Suzy Shier Ltd. will no longer be able to consolidate its financial statements with those of Wet Seal. Item 5. Interest in Securities of the Issuer (a)The aggregate number and percentage of the class of securities identified pursuant to Item 1 of this Schedule 13D which are beneficially owned by each person who is filing this Schedule D are set forth in boxes 11 and 13 of the second part of the cover page for each such person and such information is incorporated herein by reference. The persons filing this Schedule 13D are not aware that any other person identified in Item 2 to this Schedule beneficially owns any shares of Class B Common Stock of Wet Seal. (b)The numbers of Wet Seal Shares as to which each person who is filing this Schedule 13D has sole voting power, shared voting power, sole dispositive power and shared dispositive power are set forth in boxes 7, 8, 9 and 10, respectively on the second part of the cover page to this Schedule for each such person and such information is incorporated herein by reference. No other person shares voting or dispositive power with respect to the Wet Seal Shares. (c)Transactions in shares of Class B Common Stock of Wet Seal by persons named in response to paragraph (a) of this Item are set forth in Item 2 and such information is incorporated herein by reference. (d)No person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Wet Seal Shares other than the persons who are filing this Schedule. (e)Not applicable. Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of the Issuer II. The Voting Trust Agreement dated August 9, 1995 by and among Gross- Teitelbaum Holdings Inc., 2927977 Canada Inc., Suzy Shier Inc. and Los Angeles Express Fashions Inc. was terminated effective May 24, 1996. A copy of the Agreement terminating the Voting Trust Agreement is attached hereto as Exhibit A and is incorporated herein by reference. Item 7. Materials to be Filed as Exhibits Agreement by and among Gross-Teitelbaum Holdings Inc., 2927977 Canada Inc., Suzy Shier Inc. and Los Angeles Express Fashions Inc. terminating the Voting Trust Agreement dated August 9, 1995. SIGNATURE We, the undersigned, hereby agree that this Schedule 13D, filed in connection with the voting securities of The Wet Seal, Inc., is being filed on behalf of each of us. Each of the undersigned certifies, after reasonable inquiry and to the best knowledge and belief of such undersigned, that the information contained in this statement is true, complete and correct. Dated: June 3, 1995 2927977 Canada Inc. By: I. Teitelbaum I. Teitelbaum, Secretary Gross-Teitelbaum Holdings Inc. Teitelbaum Holdings Inc. By: I. Teitelbaum By: I. Teitelbaum I. Teitelbaum, Secretary I. Teitelbaum, Secretary Suzy Shier Ltd. Stephen Gross Holdings Inc. By: I. Teitelbaum By: Stephen Gross I. Teitelbaum, Secretary Stephen Gross, Secretary Suzy Shier Inc. Stephen Gross By: I. Teitelbaum I. Teitelbaum, Secretary Irving Teitelbaum Los Angeles Express Fashions Inc. Gerald Randolph by:I. Teitelbaum I. Teitelbaum, Secretary Harvey Levenson Boris Stein Maryse Bertrand EX-1 2 EXHIBIT A THIS AGREEMENT MADE AS OF THE 15TH DAY OF MAY, 1996. BY AND AMONG: 2927977 CANADA INC. AND: GROSS-TEITELBAUM HOLDINGS INC. (2927977 Canada Inc. and Gross-Teitelbaum Holdings Inc. are hereinafter sometimes collectively referred to as the "GT Group") AND: SUZY SHIER INC. AND: LOS ANGELES EXPRESS FASHIONS INC. (Suzy Shier Inc. and Los Angeles Express Fashions Inc. are hereinafter sometimes collectively referred to as the "SS Group") AND: MARYSE BERTRAND in her capacity as trustee (hereinafter referred to as the "Voting Trustee") AND: SUZY SHIER LIMITED (hereinafter referred to as "SS Limited") WHEREAS the parties to this agreement have entered into the Voting Trust Agreement pursuant to which, among other things, the GT Group and the SS Group deposited with the Voting Trustee the Deposited Shares; WHEREAS each of the GT Group and the SS Group wish to convert the Designated Shares into Converted Shares and to sell the Converted Shares pursuantto the Public Offering; WHEREAS as a consequence of the conversion of the Designated Shares into the Converted Shares and the sale of the Converted Shares pursuant to the Public Offering, SS Limited will cease to be entitled to consolidate its financialstatements with those of the Company under Canadian generally accepted accounting principles; WHEREAS the parties to the Voting Trust Agreement have agreed to terminate the Voting Trust Agreement to enable the Converted Shares to be sold pursuant to the Public Offering, the whole upon the terms and conditions set forth in this agreement. NOW, THEREFORE, THIS AGREEMENT WITNESSETH: 1.01 Preamble The preamble hereto shall constitute an integral part of this agreement as if herein recited and incorporated at length. 1.02 Definitions In this agreement, the following terms shall have the following respective meanings, namely: (a) "Closing" means the closing of the Public Offering; (b) "Company" means The Wet Seal, Inc., a Delaware corporation; (c) "Converted Shares" means the shares of Class A Common Stock of the Company issued upon the conversion of the Designated Shares; (d) "Deposited Shares" means, as to each of the GT Group and the SS Group, the aggregate number of shares of Class B Common Stock of the Company deposited by each of them respectively, with the Voting Trustee pursuantto the Voting Trust Agreement as set forth in Schedule "A" to this agreement; (e) "Designated Shares" means, as to the GT Group, 1,167,500 Deposited Shares, and as to the SS Group, 1,167,500 Deposited Shares or, in each case, such greater number of Deposited Shares as may be determined respectively by the GT Group or the SS Group, as the case may be, and notified to the Voting Trustee; (f) "Public Offering" means the public offering of up to 3,565,000 shares of Class A Common Stock of the Company (including the Converted Shares) contemplated by that certain registration statement on Form S-3 of the Company dated April 30, 1996 filed by the Company with the Securities and Exchange Commission of the United States; and (g) "Voting Trust Agreement" means that certain Voting Trust Agreement made as of the 9th day of August, 1995 among the parties hereto. 1.03 Termination of Voting Trust Agreement The parties agree that the Voting Trust Agreement shall terminate with effect immediately prior to, and conditional upon the occurrence of, the Closing, provided that each of the following conditions is satisfied: i) the Closing shall have occurred on or prior to December 31, 1996; and ii) at least 2,335,000 Designated Shares shall have been converted into the Converted Shares prior to the Closing and such Converted Shares shall have been sold at and by virtue of the Closing. If both of the above conditions are satisfied, the Voting Trust Agreement shall have terminated effective immediately prior to the Closing and the Deposited Shares shall have been delivered by the Voting Trustee to the respective beneficial owners thereof pursuant to section 1.04 hereof free of the voting trust, rights of first refusal and other restrictions of the Voting Trust Agreement. Upon the termination of the Voting Trust Agreement and the delivery of the Deposited Shares in accordance with the provisions hereof, each of the parties thereto shall be released and discharged from all obligations, claims and liabilities thereunder, subject to the provisions of the next paragraph. In the event that either of the above conditions is not satisfied, this agreement shall terminate and be null and void ab initio and the Voting Trust Agreement shall remain in full force and effect unamended in accordance with its terms and, in such event, the GT Group and the SS Group shall forthwith return to the Voting Trustee the share certificates representing the Deposited Shares theretofore delivered by the Voting Trustee pursuant to section 1.04 hereof and the Voting Trustee shall issue and deliver voting trust certificates in respect thereof. 1.04 Procedure The GT Group and SS Group shall forthwith surrender the voting trust certificates representing the Deposited Shares to the Voting Trustee, and the Voting Trustee shall cause to be delivered to the GT Group and the SS Group, respectively, prior to the Closing, one or more certificates representing the Deposited Shares endorsed in blank for transfer by the Voting Trustee. 1.05 Representations and Warranties Each party hereby represents and warrants to the other parties to this agreement that this agreement has been duly authorized, executed and delivered by such party and is a valid and binding agreement enforceable against such party in accordance with its terms and, in the case of SS Limited, that this agreement has been duly approved by the independent committee of directors established pursuant to the Voting Trust Agreement. 1.06 Notices All notices required or permitted to be given by this agreement shall be given in accordance with section 7.01 of the Voting Trust Agreement. 1.07 Governing Law This agreement shall be governed and construed in accordance with the laws of the State of Delaware. 1.08 Undertaking In connection with this agreement as well as all transactions contemplated by this agreement, the parties agree to execute and deliver such additional documents and instruments, to pass such by-laws and resolutions and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all the terms and provisions of this agreement and to fully and effectively implement all such transactions. 1.09 Counterparts This agreement may be executed in a number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same agreement. IN WITNESS WHEREOF the parties hereto have signed this agreement as of the date first hereinabove mentioned. 2927977 CANADA INC. GROSS-TEITELBAUM HOLDINGS INC. Per: Irving Teitelbaum Per: Irving Teitelbaum SUZY SHIER INC. LOS ANGELES EXPRESS FASHIONS INC. Per: Irving Teitelbaum Per: Irving Teitelbaum SUZY SHIER LIMITED Per: Irving Teitelbaum Maryse Bertrand, in her capacity as trustee SCHEDULE "A" Name of Shareholder Number of Shares of Class B Common Stock Beneficially Owned 2927977 Canada Inc. 1,962,346 Gross-Teitelbaum Holdings Inc. 378,227 Suzy Shier Inc. 1,500,000 Los Angeles Express Fashions Inc. 1,500,000 -----END PRIVACY-ENHANCED MESSAGE-----