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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
UNITED RETAIL GROUP, INC.
(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
(Title of Class of Securities)
911380103
(CUSIP Number)
Mr. Glenn Krevlin
Cumberland Associates
1114 Avenue of the Americas
New York, New York 10036
(212) 536-9700
(Name, Address and Telephone Number
of Person Authorized to Receive Notices
and Communications)
December 5, 1996
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
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SCHEDULE 13D
CUSIP No. 911380103
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CUMBERLAND ASSOCIATES
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[ ]
b[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC,00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7. SOLE VOTING POWER
620,000
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 20,000
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 620,000
WITH
10. SHARED DISPOSITIVE POWER
20,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
640,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
14. TYPE OF REPORTING PERSON*
PN, IA
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Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $.001
per share (the "Common Stock" or the "Shares"), of United Retail Group, Inc.
(the "Company"), which has its principal executive offices at 365 West Passaic
Street, Rochelle Park, New Jersey 07662.
Item 2. Identity and Background.
This statement is being filed by Cumberland Associates.
Cumberland Associates is a limited partnership organized under the laws of the
State of New York, and is engaged in the business of managing, on a
discretionary basis, ten securities accounts, the principal one of which is
Cumberland Partners. The address of the principal business and office of
Cumberland Associates is 1114 Avenue of the Americas, New York, New York 10036.
K. Tucker Andersen, Richard Reiss, Jr., Oscar S. Schafer,
Bruce G. Wilcox, Glenn Krevlin, Andrew Wallach and Eleanor Poppe are the
general partners (the "General Partners") of Cumberland Associates. The
business address of each of the General Partners is the same as that of
Cumberland Associates. Each of the General Partners is a citizen of the United
States.
Neither Cumberland Associates nor any of the General Partners
have, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), nor has any such
person, during the last five years, been a party to a civil proceeding of a
judicial or
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administrative body of competent jurisdiction as a result of which any such
person was or is 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.
Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof, Cumberland Associates held and
beneficially owned 640,000 shares of Common Stock. The aggregate purchase price
of the Common Stock purchased by Cumberland Associates on behalf of Cumberland
Partners and one other managed account was $4,933,765. Of this amount,
Cumberland Associates invested approximately $4,730,015 on behalf of Cumberland
Partners and $203,750 on behalf of one of Cumberland Associates' other account
holders. The source of funds for the purchase of all such Common Stock by
Cumberland Associates was a combination of investment capital contributed by
Cumberland Partners and the other managed account and margin borrowings through
the margin accounts of the account holders maintained with Morgan Stanley & Co.
Incorporated.
By virtue of Rule 13d-3 under the Securities Exchange Act of
1934 (the "Act") each of the General Partners may be deemed the beneficial
owner of all of the Common Stock purchased by Cumberland Associates on behalf
of Cumberland Partners, LongView Partners and the other managed accounts, and
therefore each General Partner may be deemed to have invested the aggregate
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amount of funds noted above. Except as noted above, none of the General
Partners has independently invested any of his funds for the purpose of
purchasing the Common Stock.
Item 4. Purpose of Transaction.
Cumberland Associates has purchased, on behalf of its
discretionary accounts, the Common Stock in order to acquire an equity interest
in the Company. As of the date hereof, Cumberland Associates is holding such
Common Stock solely for investment and it has no present plans or proposals
with respect to any material change in the Company's business or corporate
structure or, generally, any other action referred to in instructions (a)
through (j) of Item 4 of the form of Schedule 13D. Depending on market
conditions and other factors, Cumberland Associates may continue purchases of
Common Stock or may sell or otherwise dispose of all or portions of such Common
Stock, if such sales and purchases would be desirable investments for the
portfolios of its accounts.
Item 5. Interest in Securities of the Issuer.
As of the date hereof, Cumberland Associates beneficially
owned the aggregate number and percentage of outstanding Common Stock set forth
below:
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Number of Shares Percentage
---------------- ----------
640,000(1) 5.3%(2)
Set forth in Appendix A attached hereto and incorporated
herein by reference are descriptions of the transactions in the Common Stock
effected by Cumberland Associates within the 60 day period prior to the date of
this filing.
In addition, each of the General Partners may, by virtue of
his position as general partner of Cumberland Associates, be deemed, pursuant to
Rule 13d-3 under the Act, to own beneficially the Common Stock of which
Cumberland Associates would possess beneficial ownership. Other than in their
respective capacities as general partners of Cumberland Associates, none of the
General Partners is the beneficial owner of any Common Stock.
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(1) As to 620,000 Shares of which, there is sole voting power and sole
power to dispose or to direct the disposition of such Shares; as to
20,000 Shares of which, there is shared voting power and shared power
to dispose or to direct the disposition of such Shares because the one
other account holder may be deemed a beneficial owner of such Shares
pursuant to Rule 13d-3 under the Act as a result of their right to
terminate their discretionary account within a period of 60 days.
(2) Based on 12,190,375 shares of Common Stock outstanding, as indicated
in the Company's Form 10-Q for the quarterly period ended November 2,
1996.
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Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Pursuant to management agreements with all of its accounts
except Cumberland Partners and LongView Partners, Cumberland Associates receives
(i) an annual management fee from some of its account holders and (ii) an
incentive fee from all of its account holders based, in the case of some of the
account holders, on the net appreciation during the preceding fiscal or calendar
year in the value of the securities in the account and, in the case of other
account holders, on the account's taxable income during the preceding fiscal or
calendar year. In the case of the accounts of Cumberland Partners and LongView
Partners, Cumberland Associates received an annual management fee from each such
account holders which does not include an incentive fee.
Except as otherwise set forth in this statement, to the best
knowledge of the undersigned, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among or between the
undersigned, the General Partners and any other person with respect to any
securities of the Company, including but not limited to transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
No Exhibits are filed herewith.
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After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Date: December 12, 1996
CUMBERLAND ASSOCIATES
By:/s/ Glenn Krevlin
Glenn Krevlin
General Partner
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APPENDIX A*
1. TRANSACTIONS EFFECTED BY CUMBERLAND ASSOCIATES
DATE OF NO. OF UNITS NO. OF UNITS PRICE PER
TRANSACTION PURCHASED SOLD UNIT
- - ----------- ------------ ------------ ---------
12/9/96 20,000 $2 15/16
12/5/96 30,000 $2 15/16
11/11/96 135,000 $3 1/8
11/6/96 25,000 $2 3/8
11/5/96 15,000 $2
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* Each of the transactions set forth in this Appendix was a regular way
transaction.
