SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
(Amendment No.3)*
The Wet Seal, Inc.
--------------------
(Name of Issuer)
Class A Common Stock, $0.10 par Value
---------------------------------------
(Title of Class of Securities)
961840105
--------------
(CUSIP Number)
Irving Teitelbaum
Suzy Shier Ltd.
1604 St. Regis Blvd.
Dorval, Quebec H9P1H6
(514) 684-3651
-------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 15, 1998
-------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box [_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) 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 disclosure
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on the following pages)
Page 1 of 22 Pages
Exhibit Index: Page 20
<PAGE>
Page 2 of 22 Pages
SCHEDULE 13D
CUSIP No. 961840105
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Gross-Teitelbaum Holdings, Inc.
2 Check the Appropriate Box If a Member of a Group*
a. [x]
b. [_]
3 SEC Use Only
4 Source of Funds*
Not Applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Canada
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 815,573
Each
Reporting 9 Sole Dispositive Power
Person 0
With
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* [x]
13 Percent of Class Represented By Amount in Row (11)
8.03% (Class B Shares held by the
Reporting Person represent 28.00% of
the outstanding Class B Shares. See
Item 5.)
14 Type of Reporting Person*
CO
Information set forth herein is qualified by information
set forth in Item 5.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 22 Pages
SCHEDULE 13D
CUSIP No. 961840105
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Los Angeles Express Fashions, Inc.
2 Check the Appropriate Box If a Member of a Group*
a. [x]
b. [_]
3 SEC Use Only
4 Source of Funds*
Not Applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Canada
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 1,300,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
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* [x]
13 Percent of Class Represented By Amount in Row (11)
12.21% (Class B Shares held by the
Reporting Person represent 44.63% of
the outstanding Class B Shares. See
Item 5.)
14 Type of Reporting Person*
CO
Information set forth herein is qualified by information
set forth in Item 5.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 22 Pages
SCHEDULE 13D
CUSIP No. 961840105
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Suzy Shier Inc.
2 Check the Appropriate Box If a Member of a Group*
a. [x]
b. [_]
3 SEC Use Only
4 Source of Funds*
Not Applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Canada
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
0% (Class B Shares held by the
Reporting Person represent 0% of the
outstanding Class B Shares. See Item
5.)
14 Type of Reporting Person*
CO
Information set forth herein is qualified by information
set forth in Item 5.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 22 Pages
SCHEDULE 13D
CUSIP No. 961840105
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Suzy Shier Equities Inc. (Formerly known as 3254143 Canada
Inc.)
2 Check the Appropriate Box If a Member of a Group*
a. [x]
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
Canada
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 1,579,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,579,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,579,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
14.59% (Class B Shares held by the
Reporting Person represent 50.64% of
the outstanding Class B Shares. See
Item 5.)
14 Type of Reporting Person*
CO
Information set forth herein is qualified by information
set forth in Item 5.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 22 Pages
SCHEDULE 13D
CUSIP No. 961840105
15 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Suzy Shier Ltd.
16 Check the Appropriate Box If a Member of a Group*
a. [x]
b. [_]
17 SEC Use Only
18 Source of Funds*
AF
19 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
20 Citizenship or Place of Organization
Canada
21 Sole Voting Power
Number of 0
Shares
Beneficially 22 Shared Voting Power
Owned By 1,978,500
Each
Reporting 23 Sole Dispositive Power
Person 0
With
24 Shared Dispositive Power
1,978,500
25 Aggregate Amount Beneficially Owned by Each Reporting Person
1,978,500
26 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
27 Percent of Class Represented By Amount in Row (11)
18.02% (Class B Shares held by the
Reporting Person represent 55.96% of
the outstanding Class B Shares. See
Item 5.)
28 Type of Reporting Person*
CO
Information set forth herein is qualified by information
set forth in Item 5.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 22 Pages
SCHEDULE 13D
CUSIP No. 961840105
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Stephen Gross Holdings Inc.
2 Check the Appropriate Box If a Member of a Group*
a. [x]
b. [_]
3 SEC Use Only
4 Source of Funds*
Not Applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Canada
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 1,978,500
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,978,500
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,978,500
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
18.02% (Class B Shares held by the
Reporting Person represent 55.96% of
the outstanding Class B Shares. See
Item 5.)
14 Type of Reporting Person*
CO
Information set forth herein is qualified by information
set forth in Item 5.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 22 Pages
SCHEDULE 13D
CUSIP No. 961840105
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Stephen Gross
2 Check the Appropriate Box If a Member of a Group*
a. [x]
b. [_]
3 SEC Use Only
4 Source of Funds*
Not Applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Canada
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 1,978,500
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,978,500
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,978,500
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
18.02% (Class B Shares held by the
Reporting Person represent 55.96% of
the outstanding Class B Shares. See
Item 5.)
14 Type of Reporting Person*
IN
Information set forth herein is qualified by information
set forth in Item 5.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 9 of 22 Pages
SCHEDULE 13D
CUSIP No. 961840105
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Teitelbaum Holdings Inc.
2 Check the Appropriate Box If a Member of a Group*
a. [x]
b. [_]
3 SEC Use Only
4 Source of Funds*
Not Applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Canada
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 2,794,073
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
2,794,073
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,794,073
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [_]
13 Percent of Class Represented By Amount in Row (11)
23.69% (Class B Shares held by the
Reporting Person represent 83.96% of
the outstanding Class B Shares. See
Item 5.)
14 Type of Reporting Person*
CO
Information set forth herein is qualified by information
set forth in Item 5.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 10 of 22 Pages
SCHEDULE 13D
CUSIP No. 961840105
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Irving Teitelbaum
2 Check the Appropriate Box If a Member of a Group*
a. [x]
b. [_]
3 SEC Use Only
4 Source of Funds*
Not Applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Canada
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 2,794,073
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
2,794,073
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,794,073
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [_]
13 Percent of Class Represented By Amount in Row (11)
23.69% (Class B Shares held by the
Reporting Person represent 83.96% of
the outstanding Class B Shares. See
Item 5.)
14 Type of Reporting Person*
IN
Information set forth herein is qualified by information
set forth in Item 5.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 11 of 22 Pages
SCHEDULE 13D
CUSIP No. 961840105
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
La Senza Inc.
2 Check the Appropriate Box If a Member of a Group*
a. [x]
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
Canada
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 399,500
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
399,500
11 Aggregate Amount Beneficially Owned by Each Reporting Person
399,500
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
4.20% (Class B Shares held by the
Reporting Person represent 5.32% of
the outstanding Class B Shares. See
Item 5.)
14 Type of Reporting Person*
CO
Information set forth herein is qualified by information
set forth in Item 5.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 12 of 22 Pages
SCHEDULE 13D
CUSIP No. 961840105
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
3254127 Canada Inc.
2 Check the Appropriate Box If a Member of a Group*
a. [x]
b. [_]
3 SEC Use Only
4 Source of Funds*
Not Applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Canada
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 815,573
Each
Reporting 9 Sole Dispositive Power
Person 0
With
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* [x]
13 Percent of Class Represented By Amount in Row (11)
8.03% (Class B Shares held by the
Reporting Person represent 28.00% of
the outstanding Class B Shares. See
Item 5.)
14 Type of Reporting Person*
CO
Information set forth herein is qualified by information
set forth in Item 5.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 13 of 22 Pages
This Amendment No. 3 to Schedule 13D relates to shares of
Class A Common Stock, $0.10 par value per share (the "Class A Shares"), of The
Wet Seal, Inc. (the "Issuer"). This Amendment No. 3 supplementally amends the
Initial Statement on Schedule 13D dated August 21, 1995 and all subsequent
amendments thereto (collectively, the "Initial Statement") filed by the
Reporting Persons. This Amendment No. 3 on Schedule 13D is being filed by the
Reporting Persons to report that as a result of the recent acquisition of Class
A Shares of the Issuer, the number of Class A Shares of which certain of the
Reporting Persons may be deemed the beneficial owners has increased by more than
one percent of the total number of outstanding Class A Shares. Previous filings
on Schedule 13D report ownership on the basis of shares of Class B Common Stock
(the "Class B Shares") which are convertible on a one-for-one basis into Class A
Shares and which Class A Shares are registered under the Act. Consequently, this
and all subsequent filings will report ownership on the basis of Class A Shares.
Capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Initial Statement. The Initial Statement is supplementally
amended as follows.
Item 1. Security and Issuer.
This Statement relates to the Class A Shares. The address of
the principal executive offices of the Issuer is 26972 Burbank, Foothill Ranch,
California, 93610.
Item 2. Identity and Background.
This Statement is being filed on behalf of each of the
following persons (collectively, the "Reporting Persons"):
(i) Gross-Teitelbaum Holdings Inc. ("GTHI"),
(ii) Los Angeles Express Fashions, Inc. ("LA"),
(iii) Suzy Shier Inc. ("Suzy Shier Inc."),
(iv) Suzy Shier Equities Inc.,
(v) Suzy Shier Ltd. ("Suzy Shier Ltd."),
(vi) Stephen Gross Holdings Inc. ("SGHI "),
(vii) Stephen Gross ("Mr. Gross"),
(viii) Teitelbaum Holdings Inc. ("THI"),
(ix) Irving Teitelbaum ("Mr. Teitelbaum"),
(x) La Senza Inc. ("La Senza") and
(xi) 3254127 Canada Inc. ("3254127").
In October 1997, the registered name of 3254143 Canada Inc.
was changed to Suzy Shier Equities Inc. ("Suzy Shier Equities"). In or about
November 1997, Suzy Shier Inc. exchanged its shares of LA for shares of Suzy
Shier Equities. In addition, in or about November 1997, Suzy Shier Inc. entered
a transaction whereby its ownership of Suzy Shier Equities was transferred to
Suzy Shier Ltd. 2927977 Canada Inc., previously considered a Reporting Person,
will not be deemed a Reporting Person by virtue of the fact that 100% of the
voting shares of 3254127 are held by GTHI, the parent of 2927977 Canada Inc. Mr.
Teitelbaum and Mr. Gross serve as directors of the Issuer.
During the past five years, none of the Reporting Persons and
to the best of the Reporting Persons' knowledge, any other person identified in
response to this Item 2 has been (a) convicted in a criminal proceeding, or (b)
been a party to any civil proceeding as a result of which he has been 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>
Page 14 of 22 Pages
Item 3. Source and Amount of Funds or Other Consideration.
Suzy Shier Equities expended approximately $1,518,156 of its
working capital and La Senza expended approximately $4,038,771 of its working
capital to purchase the securities reported herein as being acquired since
September 6, 1998 (60 days prior to the date hereof).
The Class A Shares (and securities derivative thereof) held by
the Reporting Persons for the account(s) of La Senza, Suzy Shier Equities, LA
and 3254127 may be held through margin accounts maintained with brokers, which
extend margin credit as and when required to open or carry positions in their
margin accounts, subject to applicable federal margin regulations, stock
exchange rules and such firm's credit policies. The Class A Shares (and
securities derivative thereof) which may be held in the margin accounts are
pledged as collateral security for the repayment of debit balances in the
respective accounts.
Item 4. Purpose of Transaction.
The transactions reported herein effected by Suzy Shier
Equities and La Senza were carried out for investment purposes. Neither the
Reporting Persons nor, to the best of their knowledge, any of the other
individuals identified in response to Item 2, has any present plans or proposals
that relate to or would result in any of the transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
In addition, as directors of the Issuer, Mr. Teitelbaum and
Mr. Gross may have influence over the corporate activities of the Issuer,
including as may relate to transactions described in Item (a) through (j) of
Item 4.
Notwithstanding the foregoing, the Reporting Persons reserve
the right to acquire, or cause to be acquired, additional securities of the
Issuer, to dispose, or cause to be disposed of, such securities at any time or
to formulate other purposes, plans or proposals regarding the Issuer or any of
its securities, or to propose or take any action as described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D, to the extent deemed advisable in
light of general investment and trading policies of the Reporting Persons,
market conditions or other factors.
Item 5. Interest in Securities of the Issuer.
(a) (i) GTHI and 3254127 may be deemed the beneficial owner
of 815,573 Class A Shares (approximately 8.03% of the total number of Class A
Shares outstanding assuming conversion of 815,573 Class B Shares). This number
consists of 815,573 Class B Shares held for the account of 3254127.
(ii) LA may be deemed the beneficial owner of 1,300,000
Class A Shares (approximately 12.21% of the total number of Class A Shares
outstanding assuming conversion of 1,300,000 Class B Shares). This number
consists of 1,300,000 Class B Shares held for its account.
(iii) Suzy Shier Inc. may be deemed the beneficial owner
of 0 Class A Shares (approximately 0% of the total number of Class A Shares
outstanding).
(iv) Suzy Shier Equities may be deemed the beneficial
owner of 1,579,000 Class A Shares (approximately 14.59% of the total number of
Class A Shares outstanding assuming conversion of 1,475,000 Class B Shares).
This number consists of (1) 104,000 Class A Shares and 175,000 Class B Shares
held for its account and (2) 1,300,000 Class B Shares held for the account of
LA.
(v) Suzy Shier Ltd., SGHI and Mr. Gross may be deemed
the beneficial owner of 1,978,500 Class A Shares (approximately 18.02% of the
total number of Class A Shares outstanding assuming conversion of 1,630,000
<PAGE>
Page 15 of 22 Pages
Class B Shares). This number consists of (1) 244,500 Class A Shares and 155,000
Class B Shares held for the account of La Senza, (2) 104,000 Class A Shares and
175,000 Class B Shares held for the account of Suzy Shier Equities and (3)
1,300,000 Class B Shares held for the account of LA.
(vi) THI and Mr. Teitelbaum may be deemed the beneficial
owner of 2,794,073 Class A Shares (approximately 23.69% of the total number of
Class A Shares outstanding assuming conversion of 2,445,573 Class B Shares ).
This number consists of (1) 244,500 Class A Shares and 155,000 Class B Shares
held for the account of La Senza, (2) 104,000 Class A Shares and 175,000 Class B
Shares held for the account of Suzy Shier Equities, (3) 1,300,000 Class B Shares
held for the account of LA and (4) 815,573 Class B Shares held for the account
of 3254127.
(vii) La Senza may be deemed the beneficial owner of
399,500 Class A Shares (approximately 4.20% of the total number of Class A
Shares outstanding assuming conversion of 155,000 Class B Shares). This number
consists of (1) 244,500 Class A Shares and 155,000 Class B Shares held for its
account.
(b) (i) Each of Suzy Shier Ltd., SGHI, Mr. Gross, THI and
Mr. Teitelbaum may be deemed to have shared power to direct the voting and
disposition of the 399,500 Class A Shares held for the account of La Senza.
(ii) Each of Suzy Shier Equities, Suzy Shier Ltd., SGHI,
Mr. Gross, THI and Mr. Teitelbaum may be deemed to have shared power to direct
the voting and disposition of the 1,300,000 Class A Shares held for the account
of LA.
(iii) Each of Suzy Shier Ltd., SGHI, Mr. Gross, THI and
Mr. Teitelbaum may be deemed to have shared power to direct the voting and
disposition of the 279,000 Class A Shares held for the account of Suzy Shier
Equities.
(iv) Each of GTHI, THI and Mr. Teitelbaum may be deemed
to have shared power to direct the voting and disposition of the 815,573 Class A
Shares held for the account of 3254127.
(c) Except for the transactions disclosed on Annex A
hereto, all of which were executed in block trades in the over-the-counter
market, there have been no transactions with respect to the Class A Shares since
September 6, 1998 (60 days prior to the date hereof) by any of the Reporting
Persons.
(d) (i) The shareholders of LA have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Class A Shares (and securities derivative thereof), held by LA in accordance
with their ownership interests in LA.
(ii) The shareholders of La Senza have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Class A Shares (and securities derivative thereof), held by La Senza in
accordance with their ownership interests in La Senza.
(iii) The shareholders of Suzy Shier Equities have the
right to participate in the receipt of dividends from, or proceeds from the sale
of, the Class A Shares (and securities derivative thereof), held by Suzy Shier
Equities in accordance with their ownership interests in Suzy Shier Equities.
(iv) The shareholders of 3254127 have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Class A Shares (and securities derivative thereof), held by 3254127 in
accordance with their ownership interests in 3254127.
(e) Not applicable.
<PAGE>
Page 16 of 22 Pages
With reference to the information set forth above, this filing
shall not be deemed an admission that the Reporting Persons are the beneficial
owners of any securities of the Issuer which are not directly held by them.
<PAGE>
Page 17 of 22 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: November 5, 1998 GROSS-TEITELBAUM HOLDINGS INC.
By: /s/ I. Teitelbaum
-----------------------------------
Name: I. Teitelbaum
Title: Secretary
LOS ANGELES EXPRESS FASHIONS, INC.
By: /s/ I. Teitelbaum
-----------------------------------
Name: I. Teitelbaum
Title: Secretary
SUZY SHIER INC.
By /s/ I. Teitelbaum
-----------------------------------
Name: I. Teitelbaum
Title: Chairman & CEO
SUZY SHIER EQUITIES INC.
By: /s/ I. Teitelbaum
-----------------------------------
Name: I. Teitelbaum
Title: President
SUZY SHIER LTD.
By: /s/ I. Teitelbaum
-----------------------------------
Name: I. Teitelbaum
Title: Chairman and CEO
<PAGE>
Page 18 of 22 Pages
STEPHEN GROSS HOLDINGS INC.
By: /s/ Stephen Gross
-----------------------------------
Name: Stephen Gross
Title: Secretary
STEPHEN GROSS
/s/ Stephen Gross
-----------------------------------------
TEITELBAUM HOLDINGS INC.
By: /s/ I. Teitelbaum
-----------------------------------
Name: I. Teitelbaum
Title: Secretary
IRVING TEITELBAUM
/s/ Irving Teitelbaum
-----------------------------------------
LA SENZA INC.
By: /s/ I. Teitelbaum
-----------------------------------
Name: I. Teitelbaum
Title: Chairman and CEO
3254127 CANADA INC.
By: /s/ I. Teitelbaum
-----------------------------------
Name: I. Teitelbaum
Title: President
<PAGE>
Page 19 of 22 Pages
<TABLE>
<CAPTION>
ANNEX A
RECENT TRANSACTIONS IN THE CLASS A COMMON STOCK OF
THE WET SEAL INC.
Date of Nature of Number of Price Per
For the Account of Transaction Transaction Shares Share
- ------------------ ----------- ----------- ------ -----
<S> <C> <C> <C> <C>
Suzy Shier Equities Inc. 9/15/98 BUY 500 $14.3625
9/15/98 BUY 33,600 $14.4250
9/15/98 BUY 65,900 $14.5500
9/16/98 BUY 4,000 $16.8625
La Senza Inc. 9/15/98 BUY 50,000 $14.2500
9/17/98 BUY 40,000 $16.2969
9/21/98 BUY 154,500 $17.3100
</TABLE>
<PAGE>
Page 20 of 22 Pages
EXHIBIT INDEX
Page No.
--------
A. Joint Filing Agreement dated November 5, 1998
by and among Gross-Teitelbaum Holdings Inc., Los
Angeles Express Fashions, Inc., Suzy Shier Inc.,
Suzy Shier Equities Inc., Suzy Shier Ltd.,
Stephen Gross Holdings Inc., Stephen Gross,
Teitelbaum Holdings Inc., Irving Teitelbaum, La
Senza Inc. and 3254127 Canada
Inc.............................................. 21
Page 21 of 22 Pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the Common Stock of The Wet Seal Inc. dated November 5, 1998 is,
and any amendments thereto signed by each of the undersigned shall be, filed on
behalf of us pursuant to and in accordance with the provisions of Rule 13d-1(f)
under the Securities Exchange Act of 1934.
Date: November 5, 1998 GROSS-TEITELBAUM HOLDINGS INC.
By: /s/ I. Teitelbaum
-----------------------------------
Name: I. Teitelbaum
Title: Secretary
LOS ANGELES EXPRESS FASHIONS, INC.
By: /s/ I. Teitelbaum
-----------------------------------
Name: I. Teitelbaum
Title: Secretary
SUZY SHIER INC.
By: /s/ I. Teitelbaum
-----------------------------------
Name: I. Teitelbaum
Title: Chairman and CEO
SUZY SHIER EQUITIES INC.
By: /s/ I. Teitelbaum
-----------------------------------
Name: I. Teitelbaum
Title: President
SUZY SHIER LTD.
By: /s/ I. Teitelbaum
-----------------------------------
Name: I. Teitelbaum
Title: Chairman and CEO
<PAGE>
Page 22 of 22 Pages
STEPHEN GROSS HOLDINGS INC.
By: /s/ Stephen Gross
-----------------------------------
Name: Stephen Gross
Title: Secretary
STEPHEN GROSS
/s/ Stephen Gross
-----------------------------------------
TEITELBAUM HOLDINGS INC.
By: /s/ I. Teitelbaum
-----------------------------------
Name: I. Teitelbaum
Title: Secretary
IRVING TEITELBAUM
/s/ Irving Teitelbaum
-----------------------------------------
LA SENZA INC.
By: /s/ I. Teitelbaum
-----------------------------------
Name: I. Teitelbaum
Title: Chairman and CEO
3254127 CANADA INC.
By: /s/ I. Teitelbaum
-----------------------------------
Name: I. Teitelbaum
Title: President
