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* Analysts say company likely to be sold

* Chairman Harold Kahn among those who resigned

* Shares up less than 1 percent

By Juhi Arora

Oct 5 (Reuters) – Wet Seal Inc replaced four board

members with Clinton Group nominees, putting the activist

investor in a stronger position to push for a sale of the

struggling clothing retailer.

Chairman Harold Kahn was among those who resigned but he

will stay on as a consultant with the company, whose monthly

same-store sales have been on a relentless decline.

Clinton Group holds about 7 percent of Wet Seal and has

called for a sale of the company, saying its performance over

the last five years has been unnecessarily poor and that the

board made missteps in hiring and strategy.

“This will be a much more aggressive board in terms of

exploring potential sale of the company,” said Eric Beder of

Brean Murray, Carrt & Co.

“They don’t have majority (on the board) but they can get

much more aggressive in making the board move forward.”

The retailer, which caters primarily to young women, fired

Chief Executive Susan McGalla in July as Clinton stepped up

pressure on the company to turn around its business. The company

has set up a search committee to find a new CEO.

Kathy Bronstein, who was the company’s CEO from 1992 to

2003, and retail industry veteran John Goodman were appointed to

the board in September.

Under the new team, Wet Seal has been trying to return to a

fast-fashion model by maintaining light inventories to respond

faster to new styles and trends.

PROXY BATTLE

As much as 63 percent of the outstanding shares were voted

in favor of the removal of the directors, the New York Post

reported, citing a person with knowledge of the proxy vote.

“This means that the shareholders have not only been

frustrated with executive management and the existing board, but

also the composition of the board,” said Piper Jaffray analyst

Stephanie Wissink, who expects the company to be sold.

The company’s stock rose less than 1 percent in early

trading on Friday, valuing it at about $287 million.

Wet Seal had adopted a shareholder rights plan in response

to Clinton Group’s demands for board seats and a sale. The

company later withdrew the “poison pill” and offered to nominate

two of Clinton’s nominees to the board.

The talks between Clinton Group and Wet Seal appeared to

collapse earlier this week when the investor said that the

retailer had backtracked on an offer to give it five seats on

the board.

Clinton nominees Dorrit Bern, Lynda Davey, Mindy Meads and

John Mills will join Bronstein, Goodman and Ken Reiss on the

board.

The company, which operates 554 Wet Seal and Arden B stores

in the United States and Puerto Rico, has reported declines in

monthly same-store sales for more than a year.

Revenue fell 9 percent to $135 million in the second

quarter.