SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 5)*
The West 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)
January 28, 2000
_____________________________________
(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 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 17 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 961840105 Page 2 of 17 Pages
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 or Organization
Canada
7 Sole Voting Power
0
Number of
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)
7.87%
14 Type of Reporting Person*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 961840105 Page 3 of 17 Pages
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 or Organization
Canada
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 1,455,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,455,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,455,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
13.23%
14 Type of Reporting Person*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 961840105 Page 4 of 17 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Suzy Shier Equities Inc.
2 Check the Appropriate Box If a Member of a Group*
a. [X]
b. [ ]
3 SEC Use Only
4 Source of Funds*
OO
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place or Organization
Canada
7 Sole Voting Power
0
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 1,920,500
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,920,500
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,920,500
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
17.19%
14 Type of Reporting Person*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 961840105 Page 5 of 17 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Suzy Shier Ltd.
2 Check the Appropriate Box If a Member of a Group*
a. [X]
b. [ ]
3 SEC Use Only
4 Source of Funds*
OO
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place or Organization
Canada
7 Sole Voting Power
58,000
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 1,920,500
Each
Reporting 9 Sole Dispositive Power
Person 58,000
With
10 Shared Dispositive Power
1,920,500
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)
17.71%
14 Type of Reporting Person*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 961840105 Page 6 of 17 Pages
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 or Organization
Canada
7 Sole Voting Power
0
Number of
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*
13 Percent of Class Represented By Amount in Row (11)
17.71%
14 Type of Reporting Person*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 961840105 Page 7 of 17 Pages
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 or Organization
Canada
7 Sole Voting Power
0
Number of
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)
17.71%
14 Type of Reporting Person*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 961840105 Page 8 of 17 Pages
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 or Organization
Canada
7 Sole Voting Power
0
Number of
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*
[X]
13 Percent of Class Represented By Amount in Row (11)
23.31%
14 Type of Reporting Person*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 961840105 Page 9 of 17 Pages
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 or Organization
Canada
7 Sole Voting Power
40,000
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 2,794,073
Each
Reporting 9 Sole Dispositive Power
Person 40,000
With
10 Shared Dispositive Power
2,794,073
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,834,073
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares*
[ ]
13 Percent of Class Represented By Amount in Row (11)
23.56%
14 Type of Reporting Person*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 961840105 Page 10 of 17 Pages
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*
Not Applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place or Organization
Canada
7 Sole Voting Power
0
Number of
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%
14 Type of Reporting Person*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 961840105 Page 11 of 17 Pages
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 or Organization
Canada
7 Sole Voting Power
0
Number of
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)
7.87%
14 Type of Reporting Person*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 12 of 17 Pages
This Amendment No. 5 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. 5 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. 5 on Schedule 13D is being filed by the
Reporting Persons to report the recent transaction in Class B Shares of the
Issuer (convertible into Class A Shares), as a result of which the number of
Class A Shares of which certain of the Reporting Persons may be deemed the
beneficial owner of has changed by more than one percent of the total number of
outstanding 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 Equities Inc.,
(iv) Suzy Shier Ltd. ("Suzy Shier Ltd."),
(v) Stephen Gross Holdings Inc. ("SGHI "),
(vi) Stephen Gross ("Mr. Gross"),
(vii) Teitelbaum Holdings Inc. ("THI"),
(viii) Irving Teitelbaum ("Mr. Teitelbaum"),
(ix) La Senza Inc. ("La Senza") and
(x) 3254127 Canada Inc. ("3254127").
On January 28, 2000, La Senza transferred 155,000 Class B
Shares to LA, an indirect wholly-owned subsidiary of its parent, Suzy Shier Ltd.
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 13 of 17 Pages
Item 3. Source and Amount of Funds or Other Consideration.
LA issued 2,481,627.5 class F shares of its capital stock as
consideration for the securities reported herein as being acquired by it since
December 13, 1999 (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 Suzy Shier Ltd., 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.
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 7.87% 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
1,455,000 Class A Shares (approximately 13.23% of the total number of Class A
Shares outstanding assuming conversion of 1,300,000 Class B Shares). This number
consists of 1,455,000 Class B Shares held for its account.
(iii) Suzy Shier Equities may be deemed the
beneficial owner of 1,920,500 Class A Shares (approximately 17.19% of the total
number of Class A Shares outstanding assuming conversion of 1,630,000 Class B
Shares). This number consists of (1) 290,500 Class A Shares and 175,000 Class B
Shares held for its account and (2) 1,455,000 Class B Shares held for the
account of LA.
<PAGE>
Page 14 of 17 Pages
(iv) Suzy Shier Ltd., SGHI and Mr. Gross may be
deemed the beneficial owner of 1,978,500 Class A Shares (approximately 17.71% of
the total number of Class A Shares outstanding assuming conversion of 1,630,000
Class B Shares). This number consists of (1) 290,500 Class A Shares and 175,000
Class B Shares held for the account of Suzy Shier Equities, (2) 1,455,000 Class
B Shares held for the account of LA and (3) 58,000 Class A Shares held for the
account of Suzy Shier Ltd.
(v) THI may be deemed the beneficial owner of
2,794,073 Class A Shares (approximately 23.31% of the total number of Class A
Shares outstanding assuming conversion of 2,445,573 Class B Shares ). This
number consists of (1) 290,500 Class A Shares and 175,000 Class B Shares held
for the account of Suzy Shier Equities, (2) 1,455,000 Class B Shares held for
the account of LA, (3) 815,573 Class B Shares held for the account of 3254127
and (4) 58,000 Class A Shares held for the account of Suzy Shier Ltd.
(vi) Mr. Teitelbaum may be deemed the beneficial
owner of 2,834,073 Class A Shares (approximately 23.56% of the total number of
Class A Shares outstanding assuming conversion of 2,445,573 Class B Shares and
exercise of 40,000 Options, as defined below). This number consists of (1)
290,500 Class A Shares and 175,000 Class B Shares held for the account of Suzy
Shier Equities, (2) 1,455,000 Class B Shares held for the account of LA, (3)
815,573 Class B Shares held for the account of 3254127, (4) 58,000 Class A
Shares held for the account of Suzy Shier Ltd. and (5) 40,000 Options which are
exercisable within 60 days.
First Canada Management Consultants Limited, a Canadian
company wholly owned by Teitelbaum Investments Ltd., a Canadian company of which
Mr. Teitelbaum is the majority shareholder, holds options to acquire 160,000
Class A Shares, which options vest in increments of 40,000 Class A Shares on
August 20th of the years 1999 through 2002 and options to acquire 150,000 Class
A Shares, which options vest in increments of 30,000 Class A Shares on September
22nd of the years 2000 through 2004 (the "Options").
(b) (i) 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 1,455,000 Class A Shares (and
securities derivative thereof), held for the account of LA.
(ii) 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 465,500 Class A Shares (and securities derivative
thereof), held for the account of Suzy Shier Equities.
(iii) 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 (and securities derivative thereof), held for the account of
3254127.
<PAGE>
Page 15 of 17 Pages
(iv) Each of SGHI, Mr. Gross, THI and Mr.
Teitelbaum may be deemed to have shared power to direct the voting and
disposition of the 58,000 Class A Shares held for the account of Suzy Shier Ltd.
(v) Suzy Shier Ltd. may be deemed to have sole
power to direct the voting and disposition of the 58,000 Class A Shares (and
securities derivative thereof), held for its account.
(c) Except for the transaction disclosed in Item 2,
there have been no transactions with respect to the Class A Shares since
December 13, 1999 (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 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.
(iii) 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.
(iv) The shareholders of Suzy Shier Ltd. 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
Ltd. in accordance with their ownership interests in Suzy Shier Ltd.
(e) Not applicable.
<PAGE>
Page 16 of 17 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.
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: February 11, 2000 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 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
STEPHEN GROSS HOLDINGS INC.
By: /S/ STEPHEN GROSS
______________________________
Name: Stephen Gross
Title: Secretary
<PAGE>
Page 17 of 17 Pages
STEPHEN GROSS
/S/ STEPHEN GROSS
_______________________________________
TEITELBAUM HOLDINGS INC.
By: /S/ I. TEITELBAUM
______________________________
Name: I. Teitelbaum
Title: Secretary
IRVING TEITELBAUM
/S/ I. 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
