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
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
