UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
October 10, 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
815,573 Disclaims Beneficial Ownership of All Shares
9. Sole Dispositive Power
0
10. Shared Dispositive Power
815,573
11. Aggregate Amount Beneficially Owned by Each Reporting Person
815,573
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
28%
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
815,573 Disclaims Beneficial Ownership of All Shares
9. Sole Dispositive Power
0
10. Shared Dispositive Power
815,573
11. Aggregate Amount Beneficially Owned by Each Reporting Person
815,573
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
28%
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
1,300,000
9. Sole Dispositive Power
0
10. Shared Dispositive Power
1,300,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,300,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
44.7%
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
1,475,000 Disclaims all beneficial ownership of such shares.
9. Sole Dispositive Power
0
10. Shared Dispositive Power
1,475,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,475,000 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)
50.6%
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
1,630,000 Disclaims all beneficial ownership of such shares
9. Sole Dispositive Power
0
10. Shared Dispositive Power
1,630,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,630,000 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)
60.0%
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
1,630,000
9. Sole Dispositive Power
0
10. Shared Dispositive Power
1,630,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,630,000 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)
60.0%
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
1,630,000
9. Sole Dispositive Power
0
10. Shared Dispositive Power
1,630,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,630,000 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)
60.0%
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
2,445,573
9. Sole Dispositive Power
0
10. Shared Dispositive Power
2,445,573
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,445,573 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)
84.0%
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
2,445,573
9. Sole Dispositive Power
0
10. Shared Dispositive Power
2,445,573
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,445,573 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)
84.0%
14. Type of Reporting Person
IN
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
La Senza 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
155,000
9. Sole Dispositive Power
0
10. Shared Dispositive Power
155,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
155,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
5.3%
14. Type of Reporting Person
CO
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
3254127 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
815,573
9. Sole Dispositive Power
0
10. Shared Dispositive Power
815,573
11. Aggregate Amount Beneficially Owned by Each Reporting Person
815,573
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
28.0%
14. Type of Reporting Person
CO
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
3254143 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
175,000
9. Sole Dispositive Power
0
10. Shared Dispositive Power
175,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
175,000
12. Check Box 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
CO
AMENDMENT NO. 2 TO SCHEDULE 13D
Item 2. Identity and Background
This Amendment No. 2 to Schedule 13D of The Wet Seal, Inc. ("Wet
Seal") is being filed jointly pursuant to Rule 13d-1(f) (1) by 3254127
Canada Inc., 3254143 Canada Inc., Los Angeles Express Fashions Inc. and La
Senza Inc., which are the owners of the 2,445,573 shares of the Class B
Common Stock (the "Wet Seal Shares") of Wet Seal in respect of which this
filing is being made and (2) 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 Amendment No. 1 to Schedule 13-D of Wet Seal filed in June 1996
(the "June 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.
This Amendment No. 2 to Schedule 13D is filed to reflect the
holdings of the Wet Seal Shares after the following transactions involving
the Wet Seal Shares, which occurred April 29, 1996 and were effected pursuant
to Regulation S under the Securities Act, as amended:
(a) 2927977 Canada Inc. ("2927977") sold to 3254127 Canada Inc.,
its wholly owned subsidiary ("3254127"), 1,962,346 Wet Seal Shares, of
which 946,773 were sold by 3254127 pursuant to a registration statement on
May 24, 1996. Because the transfer had not been recorded by the issuer's
transfer agent before May 24, 1996, 2927977 sold the 946,773 Wet Seal
Shares on behalf of 3254127. Thereafter, 3254127 sold 200,000 Wet Seal
Shares pursuant to Rule 144 transactions on August 30, 1996.
(b) Suzy Shier Inc. sold to 3254143 Canada Inc., its wholly-owned
subsidiary ("3254143") 1,500,000 Wet Seal Shares, of which 1,325,000 were
sold by 3254143 pursuant to a registration statement on May 24, 1996. Because
the transfer had not been recorded by the issuer's transfer agent before May
24, 1996, Suzy Shier Inc. sold the 1,325,000 Wet Seal Shares on behalf of
3254143.
(c) Los Angeles Express Fashion Inc. ("LA") sold 200,000 shares to
La Senza Inc., a wholly owned subsidiary of Suzy Shier Limited (the
indirect parent of LA), 45,000 of which Wet Seal Shares were sold pursuant
to an underwritten public offering on October 10, 1996.
(d) Gross Teitelbaum Holdings Inc. ("GTHI") sold to 3254135 Canada
Inc., its wholly-owned subsidiary ("3254135") 378,227 Wet Seal Shares, all
of which were sold by 3254135 pursuant to a registration statement on May
24, 1996. Because the transfer had not been recorded by the issuer's transfer
agent before May 24, 1996, GTHI sold the 378,227 Wet Seal Shares on behalf
of 3254135.
These transactions resulted in (a) 3254127 Canada Inc., 3254143
Canada Inc., LA and La Senza Inc. having direct ownership of 815,573,
175,000, 1,300,000 and 155,000 Wet Seal Shares, respectively, and (b)
2927977, GTHI and Suzy Shier Inc. not having any direct ownership of Wet
Seal Shares.
Item 4. Purpose of Transaction
The purpose of selling the Wet Seal Shares for those who
did not sell to an affiliate was to gain liquidity. Those who sold to
affiliated companies were attempting to separate out the ownership of such
shares from such company's core business.
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.
<PAGE>
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: November 12, 1995
2927977 Canada Inc.
By: /s/_I._Teitelbaum_______
I. Teitelbaum, Secretary
Gross-Teitelbaum Holdings Inc. Teitelbaum Holdings Inc.
By: /s/_I._Teitelbaum_______ By: /s/_I._Teitelbaum_______
I. Teitelbaum, Secretary I. Teitelbaum, Secretary
Suzy Shier Ltd. Stephen Gross Holdings Inc.
By: /s/_I._Teitelbaum_____ By: /s/_Stephen_Gross______
I. Teitelbaum, Chairman & CEO Stephen Gross, Secretary
Suzy Shier Inc. /s/_Stephen_Gross_____
Stephen Gross
By: /s/_I._Teitelbaum______
I. Teitelbaum, Chairman & CEO /s/_Irving_Teitelbaum____
Irving Teitelbaum
Los Angeles Express 3254127 Canada Inc.
Fashions Inc.
By: /s/_I._Teitelbaum____ By: /s/_I._Teitelbaum____
I. Teitelbaum, Secretary I. Teitelbaum, President
3254143 Canada Inc. La Senza Inc.
By: /s/_I._Teitelbaum____ By: /s/_I._Teitelbaum_____
I. Teitelbaum, President I. Teitelbaum, Chairman & CEO
