<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
United Retail Group, Inc.
-------------------------
(Name of Issuer)
(Common Stock ($.001 Par Value)
-------------------------------
(Title of Class of Securities)
911380103
---------
(CUSIP Number)
Samuel P. Fried, Esq., Vice President and General Counsel, The Limited, Inc.,
Three Limited Parkway, Columbus, Ohio 43216, Telephone: (614) 479-7199
----------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 5, 1997
----------------
(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. ___.
Check the following box if a fee is being paid with the statement ____. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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
disclosures 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 ("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).
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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
Limited Direct Associates, L.P.
I.R.S. # 31-1251727
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 0
BY EACH REPORTING
PERSON WITH
8. SHARED VOTING POWER
5,886,611
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
2,600,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,886,611
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.1%
14. TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
CUSIP NO. 9113801103
----------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Limited Direct, Inc.
I.R.S. # 51-0301511
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 0
BY EACH REPORTING
PERSON WITH
8. SHARED VOTING POWER
5,886,611
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
2,600,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,886,611
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.1%
14. TYPE OF REPORTING PERSON
CO
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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
The Limited, Inc.
I.R.S. # 31-1029810
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 0
BY EACH REPORTING
PERSON WITH
8. SHARED VOTING POWER
5,886,611
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
2,600,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,886,611
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.1%
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14. TYPE OF REPORTING PERSON
CO
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AMENDMENT NO. 4 TO STATEMENT ON SCHEDULE 13D
--------------------------------------------
This Amendment No. 4 to Schedule 13D is being filed on behalf of
Limited Direct Associates, L.P. ("LDA"), a Delaware limited partnership,
Limited Direct, Inc., a Delaware corporation and the general partner of
LDA, and The Limited, Inc., a Delaware corporation and the ultimate parent
of LDA, in connection with United Retail Group, Inc. Common Stock ("URGI
Common Stock") held by LDA. This Amendment No. 4 amends and restates the
statement on Schedule 13D filed with the Commission by the reporting
persons on July 22, 1993, as amended by Amendments No. 1, No. 2 and No. 3
thereto.
ITEM 1. SECURITY AND ISSUER.
Common Stock (par value $.001 per share) (the "Common Stock")
United Retail Group, Inc. ("URGI" or the "Issuer")
365 West Passaic Street
Rochelle Park, NJ 07662
ITEM 2. IDENTITY AND BACKGROUND.
NAME:
See Item 1 of the cover pages attached hereto for the names of the
reporting persons.
The following persons are executive officers, directors or controlling
persons of Limited Direct, Inc. or of The Limited, Inc. (the
"Executive Officers and Directors"):
Leslie H. Wexner
Michael A. Weiss
Kenneth B. Gilman
Bella Wexner
Patrick Hectorne
Martin Trust
E. Gordon Gee
Leonard A. Schlesinger
Daniel P. Finkelman
Jon Ricker
Kent A. Kleeberger
C. David Zoba
Eugene M. Freedman
David T. Kollat
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Claudine B. Malone
Donald B. Shackelford
Allan R. Tessler
Raymond Zimmerman
Arnold F. Kanarick
Wade H. Buff
Alfred S. Dietzel
Jack Listanowsky
Samuel P. Fried
William K. Gerber
Charles W. Hinson
Edward Razek
George R. Sappenfield, III
Bruce A. Soll
Timothy B. Lyons
STATE OF ORGANIZATION OR CITIZENSHIP:
See Item 6 of the cover pages attached hereto for the state of
organization of the reporting persons.
The Executive Officers and Directors are citizens of the United
States.
PRINCIPAL BUSINESS OR OCCUPATION:
The principal business of Limited Direct Associates, L.P., Limited
Direct, Inc. and The Limited, Inc. is the retail sale of clothing.
The follow are the present principal occupations or employments of
each of the Executive Officers and Directors:
Leslie H. Wexner is President and Chief Executive Officer of The
Limited, Inc. He is Chairman of the Board of Directors of The
Limited, Inc.
Michael A. Weiss is a director of The Limited, Inc.
Kenneth B. Gilman is Vice Chairman and Chief Financial Officer of The
Limited, Inc. Mr. Gilman is a director of The Limited, Inc. He is
also President and Assistant Secretary and a director of Limited
Direct, Inc.
Bella Wexner is Secretary of The Limited, Inc. Ms. Wexner is a
director of The Limited, Inc.
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Page 10 of 22
Patrick Hectorne is Treasurer of The Limited, Inc. Mr. Hectorne is
also Treasurer of Limited Direct, Inc.
Martin Trust is President of Mast Industries, Inc., a wholly-owned
subsidiary of The Limited, Inc. He is a director of The Limited, Inc.
E. Gordon Gee is President of The Ohio State University. Dr. Gee is a
director of The Limited, Inc.
Dr. Leonard A. Schlesinger is a Professor of Business Administration
at the Harvard Business School. Dr. Schlesinger is a director of The
Limited, Inc.
Daniel P. Finkelman is Vice President Strategic Planning of The
Limited, Inc.
Jon Ricker is Vice President and Chief Information Officer of The
Limited, Inc.
Kent A. Kleeberger is Corporate Controller of The Limited, Inc.
C. David Zoba is Vice President and Senior Real Estate Counsel of The
Limited, Inc.
Eugene M. Freedman is a Senior Advisor to and director of Monitor
Company, Inc. Mr. Freedman is a director of The Limited, Inc.
David T. Kollat is Chairman of 22 Inc., a management consulting firm.
He is a director of The Limited, Inc.
Claudine B. Malone is a management consultant for Financial &
Management Consulting, Inc., a management consulting firm. She is a
director of The Limited, Inc.
Donald B. Shackelford is Chairman of the Board of State Savings Bank.
Mr. Shackelford is a director of The Limited, Inc.
Allan R. Tessler is Chairman of the Board and Chief Executive Officer
of International Financial Group, Inc., a merchant banking concern;
Chairman of the Board and Chief Executive officer of Ameriscribe
Corporation, a provider of reprographic and related facilities
management services; Chairman of the Board of Enhance Financial
Services, a financial guaranty reinsurance company; of counsel to the
law firm of Shea & Gould; and Co-Chairman and Chief Executive Officer
of Data Broadcasting Corporation, a data broadcasting network. Mr.
Tessler is a director of The Limited, Inc.
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Raymond Zimmerman is Chairman of the Board, President and director of
Service Merchandise Company, Inc., a retail catalogue merchandising
business. Mr. Zimmerman is a director of The Limited, Inc.
Arnold F. Kanarick is Executive Vice President and Director of Human
Resources of The Limited, Inc.
Wade H. Buff is Vice President-Internal Audit of The Limited, Inc.
Alfred S. Dietzel is Vice President-Financial and Public Relations of
The Limited, Inc.
Jack Listanowsky is Vice President and Chief Sourcing and Production
Officer of The Limited, Inc.
Samuel P. Fried is Vice President and General Counsel of The Limited,
Inc. Mr. Fried is General Counsel and Assistant Secretary of Limited
Direct, Inc.
William K. Gerber is Vice President of Finance of The Limited, Inc.
Mr Gerber is Vice President of Limited Direct, Inc.
Charles W. Hinson is President-Store Planning of The Limited, Inc.
Edward Razek is Vice President and Director of Marketing of The
Limited, Inc.
George R. Sappenfield, III, is President-Real Estate of The Limited,
Inc.
Bruce A. Soll is Vice President and Counsel of The Limited, Inc.
Timothy B. Lyons is Vice President, Taxes and Assistant Secretary of
The Limited, Inc. Mr. Lyons is a director of The Limited, Inc. He is
also Vice President and Secretary and a director of Limited Direct,
Inc.
ADDRESS OF PRINCIPAL BUSINESS AND PRINCIPAL OFFICE:
For Limited Direct Associates, L.P.:
Three Limited Parkway
Columbus, OH 43216
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For Limited Direct, Inc.:
Three Limited Parkway
Columbus, OH 43216
For The Limited, Inc.:
Three Limited Parkway
Columbus, OH 43216
For: Leslie H. Wexner
Michael A. Weiss
Kenneth B. Gilman
Bella Wexner
Patrick Hectorne
Arnold F. Kanarick
Wade H. Buff
Alfred S. Dietzel
Jack Listanowsky
Samuel P. Fried
William K. Gerber
Charles W. Hinson
Edward Razek
George R. Sappenfield, III
Bruce A. Soll
Timothy B. Lyons
Daniel P. Finkelman
Jon Ricker
Kent A. Kleeberger
C. David Zoba
The Limited, Inc.
Three Limited Parkway
Columbus, OH 43216
For E. Gordon Gee:
The Ohio State University
205 Administration Building
190 North Oval Mall
Columbus, OH 43210
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For Dr. Leonard A. Schlesinger:
Harvard Business School
Baker Library Rm 463
Boston, MA 02163
For Eugene M. Freedman:
Monitor Company, Inc.
25 First Street
Cambridge, MA 02141
For David T. Kollat:
22, Inc.
6099 Riverside Drive, Suite 106
Dublin, OH 43017
For Claudine B. Malone:
Financial & Management Consulting, Inc.
7570 Potomac Fall Road
McLean, VA 22102
For Donald B. Shackelford:
State Savings Company
20 East Broad Street
Columbus, OH 43215
For Allan R. Tessler, Esq.:
International Financial Group, Inc.
of Wyoming
25 East 78th Street
New York, NY 10021
For Martin A. Trust:
Mast Industries, Inc.
100 Old River Road
Andover, MA 01810
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For Raymond Zimmerman:
Service Merchandise
1600 Vaden Boulevard
I-65 Moore's Lane
Brentwood, TN 37027
ADDRESS OF PRINCIPAL OFFICE:
See "Address of principal business" listed above in this Item 2 for
the addresses of the principal offices of the reporting persons and of
the Executive Officers and Directors.
NO CONVICTIONS IN CRIMINAL PROCEEDINGS:
The reporting persons and the Executive Officers and Directors have
not been convicted in any criminal proceeding during the last five
years.
NO SECURITIES LAWS VIOLATIONS:
The reporting persons and the Executive Officers and Directors have
not been subject, during the last five years, to any 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 as a result of civil
proceedings.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The funds used by LDA to purchase the shares of Common Stock purchased
to date were contributed to LDA from internally generated funds of The
Limited, Inc., the ultimate parent of LDA, in the amount of
approximately $7,500,000.
The information set forth in this Item 3 with respect to the
Management Stockholders, with whom the reporting persons share voting
power over shares of URGI Common Stock, is based on information
received from URGI or such Management Stockholders or otherwise
publicly available.
The following Management Stockholders party to the Restated
Stockholders' Agreement described in Items 5 and 6 (see Exhibit 1)
purchased the respective numbers of Shares of Common Stock from URGI
for $1.00 cash per share in July 1989, and continue to hold the
respective numbers of Shares, indicated below:
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Name Shares Purchased Shares Held
------------------ ---------------- -----------
Raphael Benaroya 1,500,000 1,500,000
George R. Remeta 225,000 225,000
Ellen Demaio 25,000 25,000
Bradley Orloff 25,000 22,000
Fredric E. Stern 25,000 25,000
Limited Service Corporation, a subsidiary of The Limited, Inc.,
entered into Repayment Agreements, dated July 17, 1989, with the
Management Stockholders listed above and five other Management
Stockholders who are no longer employees of URGI. Pursuant to the
Repayment Agreements, Limited Service Corporation was to make interest
payments without any reimbursement on certain loans from Bank of New
York ("BONY") ("Purchase Money Loans") obtained by the Management
Stockholders to finance a portion of the purchase price of the Common
Stock they acquired at the time. In August 1994, the Management
Stockholders paid the principal of the Purchase Money Loans and
Limited Service Corporation paid the accrued interest at the prime
rate.
The respective principal amounts of the Purchase Money Loans to the
Management Stockholders listed above were: Mr. Benaroya - $1,000,000;
Mr. Remeta - $112,500; and each of Ms. Demaio, Mr. Orloff and Mr.
Stern - $12,500.
Mr. Benaroya borrowed an additional $300,000 from BONY in July 1989 to
finance a further portion of the purchase price of Shares. He repaid
the loan in three equal annual installments with interest at the prime
rate.
ITEM 4. PURPOSE OF TRANSACTION.
In 1993, LDA contemplated making a contribution of approximately
500,000 shares of Common Stock acquired by LDA in 1989 to a charitable
foundation not affiliated with LDA. In order to maintain the current
accounting treatment of its interest in URGI, LDA acquired an equal
number of shares of URGI in an open market purchase program conducted
on LDA's behalf by Goldman, Sachs & Co. As of the date of this
amendment, LDA has donated 400,000 shares of URGI Common Stock to a
charitable institution unaffiliated with The Limited, Inc.
Pursuant to the Restated Stockholders' Agreement described in Item 5,
LDA and certain other stockholders of URGI agreed to vote their shares
of URGI Common
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Stock to elect certain nominees designated by LDA and such
stockholders to the Board of Directors of URGI. Under the Restated
Stockholders' Agreement, LDA has the right to designate two nominees
for election to the Board. LDA may change the nominees designated by
it from time to time.
The information set forth in this Item 4 with respect to the
Management Stockholders, with whom the reporting persons share voting
power over shares of URGI Common Stock, is based on information
received from URGI or such Management Stockholders or otherwise
publicly available.
All the Management Stockholders purchased Common Stock for investment.
In addition, Messrs. Benaroya and Remeta purchased Common Stock in
order to obtain representation on the Issuer's Board of Directors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
a. See Items 11 and 13 of the cover pages attached hereto for the
aggregate number and percentage of Common Stock held by the reporting
persons. Of such aggregate number and percentage, 1,479,420 shares of
Common Stock are shares that certain Management Stockholders have a
right to acquire, according to information supplied by such Management
Stockholders.
b. See Items 7-10 of the cover pages attached hereto for the number of
shares of Common Stock of the reporting persons as to which the
reporting persons have the sole or shared power to vote or direct the
vote and the sole or shared power to dispose or direct the
disposition.
The following information is provided with respect to the Management
Stockholders, as persons with whom the power to vote or direct the
vote or to dispose or direct the disposition is shared. The
information set forth in this Item 5 with respect to the Management
Stockholders is based on information received from URGI or such
Management Stockholders or otherwise publicly available.
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NAME:
See subsection (d) in this Item 5 for the names of persons with whom
the power to vote or direct the vote or to dispose or direct the
disposition is shared.
RESIDENCE OR BUSINESS ADDRESS:
The following is the business or residence address for:
Raphael Benaroya
Ellen Demaio
Bradley Orloff
George R. Remeta
Fredric E. Stern
c/o United Retail Group, Inc.
365 West Passaic Street
Rochelle Park, NJ 07662
Mort Greenberg
6616 Kings Hollow Court
Dallas, TX 75248
Cheryl A. Lutz
7514 Windbridge Drive
Apartment 119
Sacramento, CA 95831
Jerry Silverman
3017 Caminito Carboneras
Del Mar, CA 92014
PRINCIPAL OCCUPATION:
The present principal occupation of each of the following persons is
employee of United Retail Group, Inc.:
Raphael Benaroya
Ellen Demaio
Bradley Orloff
George R. Remeta
Fredric E. Stern
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Page 18 of 22
Mr. Greenberg is retired and is a citizen of the United States.
Ms. Lutz is an employee of the Issuer and is a citizen of the United
States.
Mr. Silverman is an officer of Sweet Factory, Inc., a chain of retail
specialty candy shops, with offices at 10343 Roselle Street, San
Diego, CA 07016. He is a citizen of the United States.
NO CONVICTIONS IN CRIMINAL PROCEEDINGS:
The reporting persons have no reason to believe that any of the
Management Stockholders listed in this Item 5 have during the last
five years been convicted in a criminal proceeding.
NO SECURITIES LAWS VIOLATIONS:
The reporting persons have no reason to believe that any of the
Management Stockholders listed in this Item 5 has during the last five
years been a party to a civil proceeding and as a result of such
proceeding 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.
CITIZENSHIP:
All the Management Stockholders are citizens of the United States and
Mr. Raphael Benaroya is a citizen of the United States and of Israel.
c. None of the reporting persons effected any transaction involving
Shares during the last 60 days.
d. Limited Direct, Inc. is the sole general partner of LDA. LDA is
party to a Restated Stockholders' Agreement, dated as of December 23,
1992, amended as of June 1, 1993 and as of February 1, 1997 (as
amended, the "Restated Stockholders' Agreement"), among URGI, LDA and
the Management Stockholders. Pursuant to the Restated Stockholders'
Agreement (also discussed in Item 6(a)), LDA and the Management
Stockholders have agreed to act together in connection with the
election and removal of members of the Board of Directors of URGI and
have agreed (with each other and URGI) to vote against any amendment
of the by-laws of URGI not approved in advance by the Board of
Directors of URGI. Accordingly, LDA and Limited Direct, Inc. may be
deemed to share voting power with respect to shares of Common Stock
beneficially owned by the Management Stockholders. LDA and Limited
Direct, Inc. disclaim beneficial ownership of all such shares.
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The Limited, Inc. is the owner of 100% of the outstanding capital
stock of Limited Direct, Inc. Accordingly, The Limited, Inc. may be
deemed to share investment power with respect to shares of Common
Stock beneficially owned by LDA and Limited Direct, Inc. and may be
deemed to share voting power with respect to shares of Common Stock
beneficially owned by LDA, Limited Direct Inc. and the Management
Stockholders. The Limited, Inc. disclaims beneficial ownership of all
such shares.
The information set forth in this Item 5(d) with respect to the
Management Stockholders is based on information received from URGI or
such Management Stockholders or otherwise publicly available.
The aggregate number of shares of Common Stock individually owned by
each Management Stockholder (identifying in a separate column shares
of Common Stock which there is a right to acquire upon exercise of
vested employee stock options) and the percentage of the Common Stock
such aggregate number of shares represents are as follows:
Outstanding
Name Shares Owned Vested Options Total Number % of Class
- ------------------ ------------ -------------- ------------ -----------
Raphael Benaroya 1,500,012 1,212,795 2,712,807 20.2%
Ellen Demaio 25,000 8,000 33,000 0.3%
Bradley Orloff 22,000 10,000 32,000 0.3%
George R. Remeta 225,000 248,625 473,625 3.8%
Fredric E. Stern 26,300 -0- 26,300 0.2%
Mort Greenberg 3,500 -0- 3,500 -
Cheryl A. Lutz 79 -0- 79 -
Jerry Silverman 5,300 -0- 5,300 -
Other Management Stockholders originally party to the Restated
Stockholders' Agreement no longer hold shares of Common Stock.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
a. STOCKHOLDERS' AGREEMENT
A total of approximately 43.1% of the outstanding Common Stock is held
by LDA, an affiliate of The Limited, Inc., Raphael Benaroya, the
Chairman of the Board, President and Chief Executive Officer of URGI,
Management Stockholders, who, together with URGI and Centre Capital
Investors, L.P. ("CCI"), are parties to the Restated Stockholders'
Agreement. The Restated Stockholders' Agreement provides, among other
things, that the parties shall take such action, including the voting
of shares of Common Stock, as may be necessary to cause the Board of
Directors to be elected in the following manner:
(i) the Board of Directors shall consist of nine members, of whom two are
persons ("Management Directors") nominated by the Chairman of the
Board, two are persons ("LDA Directors") nominated by LDA and five are
persons ("Public Directors") who are not affiliates of (i) Benaroya,
-
(ii) certain executives of URGI or (iii) Benaroya's or such
--- ---
executives' Permitted Transferees under the Restated Stockholders'
Agreement (collectively, "Management Investors") or (iv) LDA, named by
--
the Nominating Committee and approved by the Board of Directors;
(ii) if the holdings of the Management Investors increase to at least
3,010,000 shares of Common Stock (including at least 500,000
additional shares acquired by Mr. Benaroya), the Chairman of the Board
shall be entitled to nominate one additional Management Director, for
a total Board membership of 10, for so long as he and his family
continue to hold at least 500,000 shares of Common Stock, he remains
Chairman of the Board and the Management Investors continue to hold at
least 2,010,000 shares, provided, however, that in the event the
number of shares held by the Chairman (and his family) and the
Management Investors fall below 500,000 shares and 2,010,000 shares,
respectively, the Chairman shall thereafter nominate two persons,
rather than three persons, for election as Directors, and the total
Board membership shall be reduced to nine;
(iii) in the event of Mr. Benaroya's termination as Chairman of the
Board under any circumstances, (x) he shall be entitled to nominate
-
one Director so long as he and his family continue to hold at least
100,000 shares of Common Stock, (y) one other person, who would
-
otherwise have been nominated by him as a Director, shall be named
instead by the Nominating Committee and approved by the Board of
Directors, and (z) if the Board then has 10 members, the Board
-
membership shall be decreased to nine;
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Page 21 of 22
(iv) the right of LDA to nominate shall be reduced to one Director (but
the membership of the Board shall not decrease) if its holding of
shares of Common Stock falls below 500,000 shares but remains above
100,000 shares and one person, who would otherwise have been nominated
by it as a Director, shall be named instead by the Nominating
Committee and approved by the Board of Directors; and
(v) the rights of Mr. Benaroya and LDA to nominate Directors shall expire
if their stockholdings fall below 100,000 shares of Common Stock, and,
in the case of Mr. Benaroya, he no longer serves as Chairman of the
Board; in which case the Director who would otherwise be nominated by
such party shall be named instead by the Nominating Committee and
approved by the Board of Directors.
The voting arrangement under the Restated Stockholders' Agreement
described above expires on July 17, 1999.
Pursuant to the Restated Stockholders' Agreement, LDA and the
Management Stockholders have also agreed (with each other and URGI) to
vote against any amendment of the by-laws of URGI not approved in
advance by the Board of Directors of URGI.
Pursuant to the Restated Stockholders' Agreement, LDA has the right
("Demand Registration Right") on two occasions to require URGI to
prepare and file a registration statement under the 1933 Act with
respect to up to 2,500,000 shares of Common Stock that it holds. Mr.
Benaroya has a similar Demand Registration Right exercisable on one
occasion with respect to an offering of not more than 2,687,500 shares
of Common Stock. URGI is required to bear the expenses of Demand
Registrations. Further, under the terms of the Restated Stockholders'
Agreement, in the event that URGI proposes to register any of its
securities under the 1933 Act for its own account (subject to certain
exceptions), or pursuant to the exercise of a Demand Registration
Right, the other parties to the Restated Stockholders' Agreement and
certain other stockholders are entitled to include shares in such
registration, subject to the right of the underwriters of any such
offering to limit the number of shares included in such registration.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Description of
Number Exhibit
------ --------------
7 Amendment No. 2 to Restated Stockholders' Agreement,
dated as of February 1, 1997.
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Page 22 of 22
SIGNATURE.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: February 10, 1997
LIMITED DIRECT ASSOCIATES, L.P.
By: LIMITED DIRECT, INC., as
General Partner
By: /s/ William K. Gerber
---------------------
William K. Gerber
Vice President
LIMITED DIRECT, INC.
By: /s/ William K. Gerber
---------------------
William K. Gerber
Vice President
THE LIMITED, INC.
By: /s/ William K. Gerber
---------------------
William K. Gerber
Vice President, Finance
<PAGE>
Exhibit 7
---------
AMENDMENT NO. 2 TO
RESTATED STOCKHOLDERS' AGREEMENT
--------------------------------
AMENDMENT NO. 2, dated as of February 1, 1997, to the RESTATED
STOCKHOLDERS' AGREEMENT, dated as of December 23, 1992 as amended by
Amendment No. 1 to Restated Stockholders' Agreement dated as of June 1,
1993 (as so amended, the "Agreement") by and among United Retail Group,
Inc., a Delaware corporation (the "Corporation") and the Stockholders (as
therein defined) and Centre Capital Investors, L.P.
WHEREAS, it is deemed to be in the best interests of the Corporation
and the Stockholders that the provision originally made for the continuity
and stability of the business and management of the Corporation be
modified.
NOW, THEREFORE, in consideration of the mutual covenants and
obligations hereinafter set forth, the parties hereto, intending to be
legally bound, hereby agree as follows:
SECTION 1. Section 2(h) of the Agreement is restated to read in its
entirety as follows:
"Termination. All the provisions of this Section 2 shall terminate
-----------
on July 17, 1999."
SECTION 2. The date in the introductory phrase of Section 2(c) is
changed from March 17, 1997 to July 17, 1999.
<PAGE>
SECTION 3. All the other provisions of the Agreement shall remain
in full force and effect in accordance with their terms.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
on the date first above written.
UNITED RETAIL GROUP, INC.
By: /s/ George R. Remeta
----------------------
/s/ Raphael Benaroya Name: George R. Remeta
---------------------- Title: Vice Chairman
Raphael Benaroya
LIMITED DIRECT ASSOCIATES L.P.
/s/ George R. Remeta By: LIMITED DIRECT, INC.
-------------------- as general partner
George R. Remeta
/s/ Bradley Orloff By: /s/ William K. Gerber
--------------------- ---------------------
Bradley Orloff Vice President
/s/ Frederic E. Stern
---------------------
Frederic E. Stern
2
