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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
-----
THE WET SEAL, Inc.
-------------------------------------------------------------
(Name of Issuer)
Class A Common Stock
---------------------------------------------------
(Title of Class of Securities)
961840105
-----------------------------------------
(CUSIP Number)
Stuart Panish, c/o Zweig-DiMenna Associates LLC, 900 Third Avenue,
New York, New York 10022 (212) 755-9860
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 3, 1997
-------------------------------------------
(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 this statement [_]. (A fee
is not required only if the filing 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 in 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).
<PAGE>
SCHEDULE 13D
CUSIP NO. 961840105 Page 2 of __ Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Zweig-DiMenna Special Opportunities, L.P., Zweig-DiMenna International
Limited
Zweig-DiMenna International Managers, Inc., on behalf of a discretionary
account
Gotham Advisors, Inc., on behalf of a discretionary account
Zweig/Glaser Advisers, on behalf of discretionary accounts
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS* WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Zweig-DiMenna Special Opportunities, L.P. - Delaware; Zweig-DiMenna
International Limited - British Virgin Islands
Zweig-DiMenna International Managers, Inc., on behalf of a
discretionary account - Delaware
Gotham Advisors, Inc., on behalf of a discretionary account - Delaware
Zweig/Glaser Advisers, on behalf of discretionary accounts - New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
Zweig-DiMenna Special Opportunities, L.P. - 116,200; Zweig-DiMenna
International Limited - 449,300
Zweig-DiMenna International Managers, Inc., on behalf of a
discretionary account - 100,000
Gotham Advisors, Inc., on behalf of a discretionary account - 58,500
Zweig/Glaser Advisers, on behalf of discretionary accounts - 28,900
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
Zweig-DiMenna Special Opportunities, L.P. - 116,200; Zweig-DiMenna
International Limited - 449,300
Zweig-DiMenna International Managers, Inc., on behalf of a
discretionary account - 100,000
Gotham Advisors, Inc., on behalf of a discretionary account - 58,500
Zweig/Glaser Advisers, on behalf of discretionary accounts - 28,900
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Zweig-DiMenna Special Opportunities, L.P. - 116,200; Zweig-DiMenna
International Limited - 449,300
Zweig-DiMenna International Managers, Inc., on behalf of a
discretionary account - 100,000
Gotham Advisors, Inc., on behalf of a discretionary account - 58,500
Zweig/Glaser Advisers, on behalf of discretionary accounts - 28,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 INCLUDES CERTAIN SHARES*
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
Total - 7.1%
Zweig-DiMenna Special Opportunities, L.P. - 1.1%; Zweig-DiMenna
International Limited - 4.2%
Zweig-DiMenna International Managers, Inc., on behalf of a
discretionary account - 0.9%
Gotham Advisors, Inc., on behalf of a discretionary account - 0.6%
Zweig/Glaser Advisers, on behalf of discretionary accounts - 0.3%
14 TYPE OF REPORTING PERSON*
Zweig-DiMenna Special Opportunities, L.P. - PN
Zweig-DiMenna International Limited - CO
Zweig-DiMenna International Managers, Inc. - CO
Gotham Advisors, Inc. - CO
Zweig/Glaser Advisers - PN
<PAGE>
SCHEDULE 13D
ITEM 1 SECURITY AND ISSUER
The Wet Seal, Inc.
64 Fairbanks
Irvine, California 92718
Class A Common Stock, par value $.10 per share.
ITEM 2 IDENTITY AND BACKGROUND
A. Zweig-DiMenna Special Opportunities, L.P.
Zweig-DiMenna Special Opportunities, L.P., a Delaware limited
partnership, is a private investment partnership which seeks
appreciation of the Partnership's assets for the benefit of its
partners. The address of its principal business and its principal office
is 900 Third Avenue, New York, New York 10022. The following information
is provided as to each general partner of Zweig-DiMenna Special
Opportunities, L.P.:
1. Zweig-DiMenna Associates LLC, a New York limited liability company,
is the managing general partner of Zweig-DiMenna Special Opportunities,
L.P. Its principal business and office address is 900 Third Avenue, New
York, New York 10022. Its managing directors are Martin E. Zweig and
Joseph A. DiMenna, and its principals are Brenda M. Earl, Carol R.
Whitehead and Jeffrey R. Perry. Dr. Zweig, Mr. DiMenna, Ms. Earl, Ms.
Whitehead and Mr. Perry are the sole members of Zweig-DiMenna Associates
LLC. The following information is provided as to each of the above
mentioned managing directors and principals.
i) a) Name - Martin E. Zweig
b) Residence or Business Address - 900 Third Avenue, New York, New
York 10022.
c) Present Principal Occupation, etc. - Dr. Zweig is Chairman of
the Board and President of The Zweig Fund, Inc. and The Zweig Total
Return Fund, Inc., each of which is a New York Stock Exchange listed
investment company. He is also President of Zweig Advisors Inc.,
Zweig Total Return Advisors, Inc., Gotham Advisors, Inc., Euclid
Advisors, Inc., Zweig Associates, Inc., Zweig-DiMenna International
Managers, Inc. and Zweig Securities Advisory Service, Inc. He is
President of the Zweig Series Trust mutual fund and Chairman of
Zweig/Glaser Advisers, the investment manager of the Zweig Series
Trust. Dr. Zweig is a Managing Director of the Managing General
Partner of Zweig-DiMenna Partners, L.P. and Zweig-DiMenna Special
Opportunities, L.P., each of which is an
<PAGE>
investment partnership. The business address of the principal
entities referred to above is 900 Third Avenue, New York, New York
10022.
d) Dr. Zweig is a citizen of the United States.
ii) a) Name - Joseph A. DiMenna.
b) Residence or Business Address - 900 Third Avenue, New York, New
York 10022.
c) Present Principal Occupation, etc. - Mr. DiMenna is a Managing
Director of the Managing General Partner of Zweig-DiMenna Partners,
L.P. and Zweig-DiMenna Special Opportunities, L.P., Executive Vice
President and Treasurer of Zweig Associates, Inc., Executive Vice
President of Zweig-DiMenna International Managers, Inc. and Vice
President of Gotham Advisors, Inc. The business address of the
principal entities referred to above is 900 Third Avenue, New York,
New York 10022.
d) Mr. DiMenna is a citizen of the United States.
iii) a) Name - Brenda M. Earl.
b) Residence or Business Address - 900 Third Avenue, New York, New
York 10022.
c) Present Principal Occupation, etc. - Ms. Earl is a Principal of
the Managing General Partner of Zweig-DiMenna Partners, L.P. and
Zweig-DiMenna Special Opportunities, L.P., Vice President - Research
of Zweig Associates, Inc., and Vice President - Research of Zweig-
DiMenna International Managers, Inc. The business address of the
principal entities referred to above is 900 Third Avenue, New York,
New York 10022.
d) Ms. Earl is a citizen of the United States.
iv) a) Name - Carol R. Whitehead.
b) Residence or Business Address - 900 Third Avenue, New York, New
York 10022.
c) Present Principal Occupation, etc. - Ms. Whitehead is a
Principal of the Managing General Partner of Zweig-DiMenna Partners,
L.P. and Zweig-DiMenna Special Opportunities, L.P., Vice President -
Marketing of Zweig Associates, Inc., and Vice President - Business
Development of Zweig-DiMenna International Managers, Inc. The
business address of the principal entities referred to above is 900
Third Avenue, New York, New York 10022.
<PAGE>
d) Ms. Whitehead is a citizen of the United States.
v) a) Name - Jeffrey R. Perry.
b) Residence or Business Address - 900 Third Avenue, New York, New
York 10022.
c) Present Principal Occupation, etc. - Mr. Perry is a Principal of
the Managing General Partner of Zweig-DiMenna Partners, L.P. and
Zweig-DiMenna Special Opportunities, L.P., Vice President - Research
of Zweig Associates, Inc., and Vice President - Research of Zweig-
DiMenna International Managers, Inc. The business address of the
principal entities referred to above is 900 Third Avenue, New York,
New York 10022.
d) Mr. Perry is a citizen of the United States.
2. Zweig Associates, Inc., a New York corporation, is a general partner
of Zweig-DiMenna Special Opportunities L.P. Its principal business
and office address is 900 Third Avenue, New York, New York 10022.
Martin E. Zweig is President, Joseph A. DiMenna is Executive Vice
President, Carol R. Whitehead is Vice President - Marketing and Brenda
M. Earl and Jeffrey R. Perry is each a Vice President - Research of
Zweig Associates, Inc. Martin E. Zweig, Joseph A. DiMenna and Carol
Whitehead are the directors and shareholders of Zweig Associates, Inc.
Reference is made to Item 2.A.1, above, for information about such
individuals.
None of the above, i.e., Zweig-DiMenna Special Opportunities, L.P.,
Zweig-DiMenna Associates LLC, Zweig Associates, Inc., Martin E. Zweig,
Joseph A. DiMenna, Brenda M. Earl, Carol R. Whitehead or Jeffrey R.
Perry has, during the last five years, (i) been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or State securities laws or finding any violation
with respect to such laws.
B. Zweig-DiMenna International Limited
Zweig-DiMenna International Limited is incorporated in the Territory
of the British Virgin Islands. Its business is investing and trading
primarily in U.S. equity securities. The address of its principal
business and its principal office is Maritime House, Frederick Street,
Suite 200, P.O. Box N-9932, Nassau, Bahamas. The following information
is provided as to each executive officer and director of such
corporation, each person controlling such corporation and each
<PAGE>
executive officer and director of any corporation or other person
ultimately in control of such corporation:
1. a) Name - Cedric B. Moss, Managing Director.
b) Residence or Business Address - c/o Dominion Management Services
Limited, P.O. Box N-9932, Maritime House, Frederick Street, Nassau,
Bahamas.
c) Present Principal Occupation, etc. - Mr. Moss is President of
Dominion Management Services Limited, the Administrator of
Zweig-DiMenna International Limited. The business address of the
entity referred to above is Dominion Management Services Limited,
P.O. Box N-9932, Maritime House, Frederick Street, Nassau, Bahamas.
d) Mr. Moss is a Bahamian citizen.
2. a) Name - Frederick A Mitchell, Director.
b) Residence or Business Address - P.O. Box N3928, Gwendolyn House,
Nassau, Bahamas.
c) Present Principal Occupation, etc. - Mr. Mitchell is a practicing
attorney in the firm Gwendolyn House in Nassau.
d) Mr. Mitchell is a Bahamian citizen.
3. a) Name - Michael D. Riegels, Director.
b) Residence or Business Address - Harney, Westwood & Riegels,
Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British Virgin
Islands.
c) Present Principal Occupation, etc. - Mr. Riegels is the Senior
Partner of the law firm of Harney, Westwood & Riegels.
d) Mr. Riegels is a British Dependent Territories Citizen.
4. Zweig-DiMenna International Managers, Inc. - the Investment Manager of
Zweig-DiMenna International Limited. It is incorporated under the
laws of the State of Delaware. Its principal business address and the
address of its principal office is 900 Third Avenue, New York, New
York 10022. Dr. Martin E. Zweig and Mr. Joseph A. DiMenna are the
directors and principal officers, and Ms. Carol R Whitehead is Vice
President - Business Development, and Ms. Brenda M. Earl and Mr.
Jeffrey R. Perry is each a Vice President - Research, of Zweig-DiMenna
International Managers, Inc. Martin E. Zweig and Joseph A. DiMenna are
the
<PAGE>
principal stockholders of Zweig-DiMenna International Managers,
Inc. Reference is made to Item 2.A.1, above, for information
about such individuals.
None of the above, i.e., Zweig-DiMenna International Limited,
Cedric B. Moss, Frederick A. Mitchell, Michael D. Riegels, or
Zweig-DiMenna International Managers, Inc. has, during the
last five years, (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii)
been a party to a civil proceeding of judicial or administrative
body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities
laws or finding any violation with respect to such laws.
C. Zweig-DiMenna International Managers, Inc., investment manager for a
foreign discretionary account. Reference is made to Item 2.B.4,
above, for information about Zweig-DiMenna International
Managers, Inc. and its officers, directors and stockholders.
None of the above, i.e., Zweig-DiMenna International Mangers,
Inc., Martin E. Zweig, Joseph A. DiMenna, Brenda M. Earl,
Carol R. Whitehead or Jeffrey R. Perry has, during the last
five years, (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii)
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities
laws or finding any violation with respect to such laws.
D. Gotham Advisors, Inc., investment manager for an ERISA plan
discretionary account. It is incorporated under the laws of
the State of Delaware. Its principal business address and the
address of its principal office is 900 Third Avenue, New York,
New York 10022. Dr. Martin E. Zweig is the sole director, and
Dr. Zweig and Mr. Joseph A. DiMenna are the principal officers,
of Gotham Advisors, Inc. Dr. Zweig, Mr. DiMenna and Ms. Brenda
M. Earl are the stockholders of Gotham Advisors, Inc.
Reference is made to Item 2.A.1, above, for information
about such individuals.
None of the above, i.e., Gotham Advisors, Inc., Martin E.
Zweig, Joseph A. DiMenna or Brenda M. Earl has, during the last
five years, (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or
(ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment,
decree or final order enjoining 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>
E. Zweig/Glaser Advisers, is an investment adviser for mutual funds. It is
a partnership organized under the laws of New York. Glaser
Corp., a Delaware corporation controlled by Mr. Eugene J.
Glaser, and Zweig Management Corp., a Delaware corporation
controlled by Dr. Martin E. Zweig, are the general partners of
Zweig/Glaser Advisers. Mr. Glaser is President of Zweig/Glaser
Advisers, Chairman, Chief Executive Officer and Director of
Zweig Series Trust, President and Director of Zweig
Securities Corp. and Director of The Zweig Fund, Inc.
Reference is made to Item 2.A.1, above, for information about
Dr. Zweig. The principal business and office address of
Zweig/Glaser Advisers and Glaser Corp. is 5 Hanover Square,
New York, New York 10004.
None of the above, i.e., Zweig/Glaser Advisers, Glaser Corp.,
Zweig Management Corp., Eugene J. Glaser or Martin E. Zweig
has, during the last five years, (i) been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or State
securities laws or finding any violation with respect to such
laws.
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS
The securities of The Wet Seal, Inc. were purchased at an aggregate cost
of $16,932,484 with the investment capital of Zweig-DiMenna
International Limited, Zweig-DiMenna Special Opportunities, L.P., the
discretionary account managed by Zweig-DiMenna International Managers,
Inc. (the "ZDIM Account"), the discretionary account managed by Gotham
Advisors, Inc. (the "Gotham Account") and the discretionary accounts
managed by Zweig/Glaser Advisers (the "Zweig/Glaser Advisers Accounts").
No part of the purchase price was made up of borrowed funds or funds
otherwise obtained for the purpose of acquiring, holding, trading or
voting such securities.
ITEM 4 PURPOSE OF TRANSACTION
Transactions for the purchase of shares of Class A Common Stock (the
"Shares") of The Wet Seal, Inc. (the "Company") were executed by Zweig-
DiMenna International Limited, Zweig-DiMenna Special Opportunities,
L.P., the ZDIM Account, the Gotham Account and the Zweig/Glaser Advisers
Accounts (collectively, the "Investors") for investment purposes only.
The Investors continue to evaluate their ownership and voting position
in the Company and may consider the following future courses of action:
(i) continuing to hold the Shares for investment; (ii) disposing of all
or a portion of the Shares in open market sales or in privately
negotiated transactions; or (iii) acquiring additional shares of common
stock in the open market or in privately negotiated transactions. The
Investors have not as yet determined which of the courses of action
specified in this paragraph they may ultimately take. The Investors'
future actions with regard to this investment in the
<PAGE>
Company are dependent upon their evaluation of a variety of
circumstances affecting the Company in the future, including the market
price of the Company's common stock, the Company's prospects and their
own portfolios.
Other than as described above, the Investors do not have any present
plans or proposals which relate to or would result in any of the
following (although they reserve the right to develop such plans or
proposals): a) the acquisition by any person of additional securities of
the Company, or the disposition of securities of the Company; b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries; c) a sale
or transfer of a material amount of assets of the Company or any of its
subsidiaries; d) any change in the present board of directors or
management of the Company, including any plans or proposals to change
the number or term of directors or to fill any existing vacancies on the
board; e) any material change in the present capitalization or dividend
policy of the Company; f) any other material change in the Company's
business or corporate structure; g) changes in the Company's charter,
by-laws or instruments corresponding thereto or other actions which may
impede the acquisition or control of the Company by any person; h)
causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
association; i) a class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934; or j) any action similar to those
enumerated above.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
<TABLE>
<S> <C> <C> <C>
a. Aggregate number of shares beneficially owned:
Zweig-DiMenna International Limited - 449,300
Zweig-DiMenna Special Opportunities, L.P. - 116,200
ZDIM Account - 100,000
Gotham Account - 58,500
Zweig/Glaser Advisers Accounts - 28,900
Percent of class beneficially owned:
Zweig-DiMenna International Limited - 4.2%
Zweig-DiMenna Special Opportunities, L.P. - 1.1%
ZDIM Account - 0.9%
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
Gotham Account - 0.6%
Zweig/Glaser Advisers Accounts - 0.3%
b. Number of shares as to which there is sole power to vote:
Zweig-DiMenna International Limited - 449,300
Zweig-DiMenna Special Opportunities, L.P. - 116,200
ZDIM Account - 100,000
Gotham Account - 58,500
Zweig/Glaser Advisers Accounts - 28,900
Number of shares as to which there is shared power to vote or to
direct the vote:
Zweig-DiMenna International Limited - 0
Zweig-DiMenna Special Opportunities, L.P. - 0
ZDIM Account - 0
Gotham Account - 0
Zweig/Glaser Advisers Accounts - 0
Number of shares as to which there is sole power to dispose or to
direct the disposition:
Zweig-DiMenna International Limited - 449,300
Zweig-DiMenna Special Opportunities, L.P. - 116,200
ZDIM Account - 100,000
Gotham Account - 58,500
Zweig/Glaser Advisers Accounts - 28,900
Number of shares as to which there is shared power to dispose or to
direct the disposition:
</TABLE>
<PAGE>
Zweig-DiMenna International Limited - 0
Zweig-DiMenna Special Opportunities, L.P. - 0
ZDIM Account - 0
Gotham Account - 0
Zweig/Glaser Advisers Accounts - 0
c. Zweig-DiMenna International Limited, Zweig-DiMenna Special
Opportunities, L.P., the ZDIM Account, the Gotham Account, and the
Zweig/Glaser Advisers Accounts purchased or sold, as indicated, the
Shares on the open market on the following dates and at the following
prices and in the following amounts:
ZWEIG-DIMENNA INTERNATIONAL LIMITED
DATE DESCRIPTION OF TRANSACTION
11/6/96 Sold 4,300 shares at $29.625 a share
11/8/96 Sold 8,600 shares at $29.9688 a share
11/18/96 Purchased 46,800 shares at $25.6583 a
share
11/18/96 Sold 5,300 shares at $28.75 a share
11/19/96 Sold 7,900 shares at $27.325 a share
11/21/96 Purchased 93,600 shares at $25.3596 a
share
11/22/96 Purchased 99,900 shares at $26.0234 a share
11/25/96 Purchased 31,100 shares at $23.65 a share
11/25/96 Purchased 15,600 shares at $23.625 a share
12/4/96 Purchased 2,600 shares at $22.125 a share
12/12/96 Sold 3,100 shares at $22.50 a share
1/3/97 Purchased 28,500 shares at $15.0417 a share
1/3/97 Purchased 47,500 shares at $14.375 a share
<PAGE>
1/3/97 Purchased 19,00 shares at $13.7708 a share
1/6/97 Purchased 25,400 shares at $14.6406 a share
1/6/97 Purchased 6,400 shares at $14.625 a share
1/7/97 Purchased 15,900 shares at $14.51 a share
ZWEIG-DIMENNA SPECIAL OPPORTUNITIES, L.P.
DATE DESCRIPTION OF TRANSACTION
11/6/96 Sold 4,100 shares at $29.625 a share
11/8/96 Sold 8,300 shares at $29.9688 a share
11/18/96 Purchased 11,400 shares at $25.6583 a
share
11/18/96 Sold 2,800 shares at $28.75 a share
11/19/96 Sold 4,300 shares at $27.325 a share
11/21/96 Purchased 22,700 shares at $25.3596 a
share
11/22/96 Purchased 24,200 shares at $26.0234 a
share
11/25/96 Purchased 7,600 shares at $23.65 a share
11/25/96 Purchased 3,800 shares at $23.625 a share
12/2/96 Sold 12,500 shares at $24 a share
12/4/96 Purchased 600 shares at $22.125 a share
12/12/96 Sold 800 shares at $22.50 a share
1/3/97 Purchased 6,900 shares at $15.0417 a share
1/3/97 Purchased 11,500 shares at $14.375 a share
1/3/97 Purchased 4,600 shares at $13.7708 a share
1/6/97 Purchased 6,100 shares at $14.6406 a share
<PAGE>
1/6/97 Purchased 1,500 shares at $14.625 a share
1/7/97 Purchased 3,800 shares at $14.51 a share
ZDIM ACCOUNT
DATE DESCRIPTION OF TRANSACTION
11/6/96 Sold 1,000 shares at $29.625 a share
11/8/96 Sold 1,900 shares at $29.9688 a share
11/18/96 Purchased 10,300 shares at $25.6583 a share
11/18/96 Sold 1,200 shares at $28.75 a share
11/19/96 Sold 1,700 shares at $27.325 a share
11/21/96 Purchased 20,600 shares at $25.3596 a share
11/22/96 Purchased 22,000 shares at $26.0234 a share
11/25/96 Purchased 6,900 shares at $23.65 a share
11/25/96 Purchased 3,400 shares at $23.625 a share
12/4/96 Purchased 600 shares at $22.125 a share
12/12/96 Sold 700 shares at $22.50 a share
1/3/97 Purchased 6,500 shares at $15.0417 a share
1/3/97 Purchased 10,800 shares at $14.375 a share
1/3/97 Purchased 4,300 shares at $13.7708 a share
1/6/97 Purchased 5,700 shares at $14.6406 a share
1/6/97 Purchased 1,400 shares at $14.625 a share
1/7/97 Purchased 3,600 shares at $14.51 a share
<PAGE>
GOTHAM ACCOUNT
DATE DESCRIPTION OF TRANSACTION
11/6/96 Sold 600 shares at $29.625 a share
11/8/96 Sold 1,200 shares at $29.9688 a share
11/18/96 Purchased 6,500 shares at $25.6583 a share
11/18/96 Sold 700 shares at $28.75 a share
11/19/96 Sold 1,100 shares at $27.325 a share
11/21/96 Purchased 13,100 shares at $25.3596 a
share
11/22/96 Purchased 13,900 shares at $26.0234 a
share
11/25/96 Purchased 4,400 shares at $23.65 a share
11/25/96 Purchased 2,200 shares at $23.625 a share
12/4/96 Purchased 300 shares at $22.125 a share
12/12/96 Sold 400 shares at $22.50 a share
1/3/97 Purchased 3,100 shares at $15.0417 a share
1/3/97 Purchased 5,200 shares at $14.375 a share
1/3/97 Purchased 2,100 shares at $13.7708 a share
1/6/97 Purchased 2,800 shares at $14.6406 a share
1/6/97 Purchased 700 shares at $14.625 a share
1/7/97 Purchased 1,700 shares at $14.51 a share
ZWEIG/GLASER ADVISERS ACCOUNTS
11/5/96 Purchased 19,300 shares at $28.3329 a share
11/8/96 Purchased 5,000 shares at $29.875 a share
<PAGE>
11/14/96 Purchased 4,600 shares at $28 a share
d. Not applicable.
e. Not applicable.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
None.
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Joint Filing Agreement among Zweig-DiMenna International
Limited, Zweig-DiMenna Special Opportunities, L.P., Zweig-DiMenna
International Managers, Inc., Gotham Advisors, Inc., and Zweig/Glaser
Advisers.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: January 10, 1997
ZWEIG-DiMENNA INTERNATIONAL LIMITED
By: Zweig-DiMenna International Managers, Inc.,
Investment Manager
By: /s/ Joseph A. DiMenna
----------------------
Name: Joseph A. DiMenna
Title: Executive Vice President
ZWEIG-DiMENNA SPECIAL OPPORTUNITIES, L.P.
By: Zweig-DiMenna Associates LLC,
Managing General Partner
By: /s/ Joseph A. DiMenna
----------------------
Name: Joseph A. DiMenna
Title: A Managing Director of Managing General Partner
ZWEIG-DiMENNA INTERNATIONAL MANAGERS, INC.
By: /s/ Joseph A. DiMenna
----------------------
Name: Joseph A. DiMenna
Title: Executive Vice President
GOTHAM ADVISORS, INC.
By: /s/ Joseph A. DiMenna
----------------------
Name: Joseph A. DiMenna
Title: Vice President
ZWEIG/GLASER ADVISERS
By: /s/ Marc Baltuch
-----------------
Name: Marc Baltuch
Title: First Vice President
<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT AMONG INVESTORS
This Joint Filing Agreement is entered into this 9th day of January, 1997
by Zweig-DiMenna International Limited, a British Virgin Islands corporation,
Zweig-DiMenna Special Opportunities, L.P., a Delaware limited partnership,
Zweig-DiMenna International Managers, Inc., a Delaware corporation, Gotham
Advisors, Inc., a Delaware corporation and Zweig/Glaser Advisers, a New York
partnership, collectively the "Investors". In lieu of filing separate
statements on Schedule 13D, the Investors hereby agree to file a joint statement
on Schedule 13D pursuant to Rule 13d-1(f)(1) under the Exchange Act of 1934 with
respect to the Class A Common Stock of The Wet Seal, Inc.
This Agreement shall be filed as an exhibit to the statement on Schedule
13D filed on behalf of the Investors and constitutes the Investors' consent
to file a joint Schedule 13D.
ZWEIG-DiMENNA INTERNATIONAL LIMITED
By: Zweig-DiMenna International Managers, Inc.,
Investment Manager
By:/s/ Joseph A. DiMenna
---------------------
Name: Joseph A. DiMenna
Title: Executive Vice President
ZWEIG-DiMENNA SPECIAL OPPORTUNITIES, L.P.
By: Zweig-DiMenna Associates LLC,
Managing General Partner
By:/s/ Joseph A. DiMenna
---------------------
Name: Joseph A. DiMenna
Title: A Managing Director of Managing
General Partner
ZWEIG-DiMENNA INTERNATIONAL MANAGERS, INC.
By:/s/ Joseph A. DiMenna
--------------------
Name: Joseph A. DiMenna
Title: Executive Vice President
GOTHAM ADVISORS, INC.
By:/s/ Joseph A. DiMenna
---------------------
Name: Joseph A. DiMenna
Title: Vice President
ZWEIG/GLASER ADVISERS
By:/s/ Marc Baltuch
----------------
Name: Marc Baltuch
Title: First Vice President
</PAGE>
