SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
May 24, 1996
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(Date of Report - Date of earliest event reported)
THE WET SEAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-18632 33-0415940
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(State or other jurisdiction (I.R.S. Employer
of incorporation of (Commission File Number) Identification Number)
organization)
64 Fairbanks, Irvine, California 92718
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area
code: (714) 583-9029
Page 1 of 10 pages
Exhibit Index Appears on page 3
Item 1. Change of Control.
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On May 15, 1996, Gross-Teitelbaum Holdings Inc. ("GTHI"), 2927977 Canada
Inc. ("GTHI Sub"), Suzy Shier Inc., Los Angeles Express Fashions Inc. and Suzy
Shier Limited, as trustors, and Maryse Bertrand, as trustee, under that certain
Voting Trust Agreement dated as of August 9, 1995 (the "Voting Trust
Agreement"), entered into an Agreement to terminate the Voting Trust Agreement
immediately prior to the closing of the public offering of 3,565,000 shares of
Class A Common Stock, $.10 par value per share (the "Class A Common Stock") of
the registrant which occurred on May 24, 1996. In the public offering, GTHI
Sub, GTHI and Suzy Shier Inc. sold 946,773, 378,227 and 1,325,000 shares of
Class B Common Stock, $.10 par value per share (the "Class B Common Stock"),
respectively, all of which shares were converted to Class A Common Stock upon
their sale in the public offering.
Prior to the public offering, the voting trustee controlled approximately
58.2% of the voting power with respect to the registrant. Following the public
offering which occurred on May 24, 1996, GTHI Sub, Suzy Shier Inc. and Los
Angeles Express Fashions Inc. held directly 1,015,573 shares, 175,000 shares and
1,500,000 shares, respectively, of the registrant's Class B Common Stock,
representing 12.2%, 2.1% and 18%, respectively, of the voting power with respect
to the registrant. GTHI no longer directly owns any shares of Common Stock of
the registrant. Each of GTHI Sub, Suzy Shier Inc. and Los Angeles Express
Fashions Inc. is controlled directly or indirectly by Irving Teitelbaum, the
Chairman of the Board and Stephen Gross, Secretary and a director of the
registrant. As of May 24, 1996, these entities collectively controlled
approximately 32.5% of the voting power with respect to the registrant.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits:
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Included as part of this Form 8-K is the exhibit listed on the
Exhibit Index appearing on page 3.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: June 4, 1996
THE WET SEAL, INC.
By: /s/ Ann Cadier Kim
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Ann Cadier Kim
Vice President and
Chief Financial Officer
(Principal Accounting Officer)
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EXHIBIT INDEX
Exhibit
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Number Description Page
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1. Agreement dated May 15, 1996 by and among
2927977 Canada Inc., Gross-Teitelbaum
Holdings Inc., Suzy Shier Inc., Los Angeles
Express Fashions Inc., Suzy Shier Limited
and Maryse Bertrand, as Trustee . . . . . 4
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