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As Of Filer Filing For·On·As Docs:Size Issuer 2/12/10 Riverview Group, LLC SC 13G/A 1:104K Wet Seal Inc Integrated Core Strategies (US) LLC Israel A. Englander Millenco LLC Millennium Management LLC |
Document/Exhibit Description Pages Size 1: SC 13G/A Amendment to Statement of Beneficial Ownership HTML 80K
SCHEDULE 13G |
UNITED STATES Check the appropriate box to designate the rule
pursuant to which this Schedule is filed: o Rule 13d-1(b) þ Rule 13d-1(c) o Rule 13d-1(d) 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 the disclosures provided in a prior cover page.
The information required in 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).
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 5)
1 |
NAMES OF REPORTING PERSONS
Riverview Group LLC |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER -0- |
6 |
SHARED VOTING POWER 4,273,111 (See Item 4) | |
7 |
SOLE DISPOSITIVE POWER -0- | |
8 |
SHARED DISPOSITIVE POWER 4,273,111 (See Item 4) |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 4,273,111 (See Item 4) |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 4.2% (See Item 4) |
12 | TYPE OF REPORTING PERSON OO |
1 |
NAMES OF REPORTING PERSONS
Integrated Core Strategies (US) LLC |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER -0- |
6 |
SHARED VOTING POWER 398,585 (See Item 4) | |
7 |
SOLE DISPOSITIVE POWER -0- | |
8 |
SHARED DISPOSITIVE POWER 398,585 (See Item 4) |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 398,585 (See Item 4) |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 0.4% |
12 | TYPE OF REPORTING PERSON OO |
1 |
NAMES OF REPORTING PERSONS
Millenco LLC |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER -0- |
6 |
SHARED VOTING POWER -0- (See Item 4) | |
7 |
SOLE DISPOSITIVE POWER -0- | |
8 |
SHARED DISPOSITIVE POWER -0- (See Item 4) |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON -0- (See Item 4) |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 0.0% |
12 | TYPE OF REPORTING PERSON OO, BD |
1 |
NAMES OF REPORTING PERSONS
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER -0- |
6 |
SHARED VOTING POWER 4,671,696 (See Item 4) | |
7 |
SOLE DISPOSITIVE POWER -0- | |
8 |
SHARED DISPOSITIVE POWER 4,671,696 (See Item 4) |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 4,671,696 (See Item 4) |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 4.6% (See Item 4) |
12 | TYPE OF REPORTING PERSON OO |
1 |
NAMES OF REPORTING PERSONS
Israel A. Englander |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER -0- |
6 |
SHARED VOTING POWER 4,671,696 (See Item 4) | |
7 |
SOLE DISPOSITIVE POWER -0- | |
8 |
SHARED DISPOSITIVE POWER 4,671,696 (See Item 4) |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 4,671,696 (See Item 4) |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 4.6% (See Item 4) |
12 |
TYPE OF REPORTING
PERSON IN |
Item 1. | ||
|
(a) | Name of Issuer: |
|
||
|
The Wet Seal, Inc., a Delaware corporation (the "Company"). | |
|
||
|
(b) | Address of Issuer’s Principal Executive Offices: |
|
||
|
26972 Burbank | |
Item 2. |
(a) | Name of Person Filing: |
|
(b) | Address of Principal Business Office: |
|
(c) | Citizenship: |
|
Riverview Group LLC c/o Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware | |
|
||
|
Integrated Core Strategies (US) LLC c/o Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware | |
|
||
|
Millenco LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware | |
|
||
|
Millennium Management
LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware | |
|
||
|
Israel A. Englander c/o Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: United States | |
|
||
(d) | Title of Class of Securities: | |
Class A common stock, par value $0.10 per share ("Class A Common Stock"). | ||
|
||
(e) | CUSIP Number: | |
961840105 |
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:
|
(a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |||
|
(b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |||
|
(c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |||
|
(d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |||
|
(e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
|
(f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
|
(g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |||
|
(h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |||
|
(i) | o | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |||
|
(j) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4. Ownership
(a) Amount Beneficially Owned:
As of the date of this filing, Riverview Group LLC, a Delaware limited liability company ("Riverview Group"), is the beneficial owner of 4,273,111 shares of the Issuer’s Class A Common Stock consisting of:
(i) 3,111,111 shares of Class A Common Stock currently issuable to Riverview Group upon the conversion of a 3.76% Secured Convertible Note due January 14, 2012 in the original principal amount of $4,666,667 (the "Note");
(ii) 537,000 shares of Class A Common Stock currently issuable to Riverview Group upon the conversion of 1,611 shares of Series C Convertible Preferred Stock, par value $0.01 per share (the "Series C Preferred"); and
(iii) 625,000 shares of Class A Common Stock currently issuable to Riverview Group upon the exercise of a Series E warrant.
The number of shares of Class A Common Stock into which the Note, the Series C Preferred and the Series E warrant are exercisable or convertible, as applicable, is limited pursuant to the terms of the Note, the Series C Preferred and Series E warrant to that number of shares of Class A Common Stock which would result in Riverview Group having aggregate beneficial ownership of not more than 9.99% of the total issued and outstanding shares of Class A Common Stock.
As of the date of this filing, Integrated Core Strategies (US) LLC, a Delaware limited liability company ("Integrated Core Strategies"), is the beneficial owner of 398,585 shares of the Issuer’s Class A Common Stock.
As of the date of this filing, Millenco LLC, a Delaware limited liability company ("Millenco), is the no longer the beneficial owner of any shares of the Issuer’s Class A Common Stock.
Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the general partner of the managing member of Riverview Group, and may be deemed to have shared voting control and investment discretion over securities owned by Riverview Group. Millennium Management is also the general partner of the managing member of Integrated Core Strategies, and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies. Israel A. Englander ("Mr. Englander"), is the managing member of Millennium Management. Consequently, Mr. Englander may also be deemed to have shared voting control and investment discretion over securities owned by Riverview Group or Integrated Core Strategies, as the case may be. The foregoing should not be construed in and of itself as an admission by Millennium Management or Mr. Englander as to beneficial ownership of the securities owned by Riverview Group or Integrated Core Strategies, as the case may be.
(b) Percent of Class:
Millennium Management and Mr. Englander may be deemed to beneficially own 4,671,696 shares or 4.6% of the Issuer’s Class A Common Stock (see Item 4(a) above), which percentage was calculated based on 97,423,777 shares of Class A Common Stock outstanding as of November 30, 2009, as per the Issuer’s Form 10-Q dated December 2, 2009.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote-0-
(ii) Shared power to vote or to direct the vote
4,671,696 (See Item 4)
(iii) Sole power to dispose or to direct the disposition of
-0-
(iv) Shared power to dispose or to direct the disposition of
4,671,696 (See Item 4)
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following þ .
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group
See Exhibit I.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of February 11, 2010, by and among Riverview Group LLC, Integrated Core Strategies (US) LLC, Millenco LLC, Millennium Management LLC and Israel A. Englander.
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: February 11, 2010
RIVERVIEW GROUP LLC
By: Integrated Holding Group LP,
its managing member
By: Millennium Management LLC,
its general partner By: /s/ David NolanName: David Nolan
Title: Co-President
INTEGRATED CORE STRATEGIES (US) LLC
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General Partner By: /s/ David NolanName: David Nolan
Title: Co-President
MILLENCO LLC
By: /s/Mark MeskinName: Mark Meskin
Title: Chief Executive Officer
MILLENNIUM MANAGEMENT LLC
By: /s/David NolanName: David Nolan
Title: Co-President
/s/ Israel A. Englander by David Nolan
pursuant to Power of Attorney filed with
the SEC on June 6, 2005Israel A. Englander
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A Common Stock, par value $0.10 per share, of The Wet Seal, Inc., a Delaware corporation, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: February 11, 2010
RIVERVIEW GROUP LLC
By: Integrated Holding Group LP,
its managing member
By: Millennium Management LLC,
its general partner By: /s/ David NolanName: David Nolan
Title: Co-President
INTEGRATED CORE STRATEGIES (US) LLC
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General Partner By: /s/ David NolanName: David Nolan
Title: Co-President
MILLENCO LLC
By: /s/Mark MeskinName: Mark Meskin
Title: Chief Executive Officer
MILLENNIUM MANAGEMENT LLC
By: /s/David NolanName: David Nolan
Title: Co-President
/s/ Israel A. Englander by David Nolan
pursuant to Power of Attorney filed with
the SEC on June 6, 2005Israel A. Englander
Dates Referenced Herein and Documents Incorporated by Reference
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This ‘SC 13G/A’ Filing Date Other Filings 1/14/12 Filed on: 2/12/10 SC 13G/A 2/11/10 4 12/31/09 12/2/09 10-Q 11/30/09 6/6/05 4 List all Filings
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