<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 6)
United Retail Group, Inc.
-------------------------
(Name of Issuer)
Common Stock ($.001 Par Value)
------------------------------
(Title of Class of Securities)
911380103
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(CUSIP Number)
Samuel P. Fried, Esq., Vice President and General Counsel, The Limited, Inc.,
Three Limited Parkway, Columbus, Ohio 43230, Telephone: (614) 479-7199
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 6, 1998
-------------------
(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. ___.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
*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).
<PAGE>
SCHEDULE 13D
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CUSIP NO.911380103 PAGE 2 OF 9
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Limited Direct Associates, L.P.
I.R.S. # 31-1251727
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2. (a) _
(b) X
- ------------------------------------------------------------------------------
SEC USE ONLY
3.
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4.
AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
5.
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6.
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7.
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8.
5,275,574
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9.
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10.
2,100,000
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11.
5,275,574
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12.
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.
38.8%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14.
PN
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<PAGE>
SCHEDULE 13D
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CUSIP NO.911380103 PAGE 3 OF 9
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- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Limited Direct, Inc.
I.R.S. # 51-0301511
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2. (a) _
(b) X
- ------------------------------------------------------------------------------
SEC USE ONLY
3.
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4.
AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
5.
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6.
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7.
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8.
5,275,574
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9.
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10.
2,100,000
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11.
5,275,574
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12.
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.
38.8%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14.
CO
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<PAGE>
SCHEDULE 13D
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CUSIP NO.911380103 PAGE 4 OF 9
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- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Limited Direct, Inc.
I.R.S. # 31-1029810
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2. (a) _
(b) X
- ------------------------------------------------------------------------------
SEC USE ONLY
3.
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4.
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
5.
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6.
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7.
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8.
5,275,574
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9.
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10.
2,100,000
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11.
5,275,574
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12.
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.
38.8%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14.
CO
- ------------------------------------------------------------------------------
<PAGE>
CUSIP NO.911380103 SCHEDULE 13D PAGE 5 OF 9
AMENDMENT NO. 6 TO STATEMENT ON SCHEDULE 13D
--------------------------------------------
This Amendment No. 6 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. 6 amends 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, No. 3, No. 4 and No. 5 thereto. This Amendment No. 6
amends Items 2, 4, 5, 6 and 7 of Schedule 13D. Capitalized terms used herein
and not otherwise defined shall have the same meanings as set forth in
Amendments No. 4 and 5 to Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND.
ADDRESS OF PRINCIPAL BUSINESS AND PRINCIPAL OFFICE:
For Dr. Leonard A. Schlesinger:
Brown University
P.O. Box 1967
Maddock House
Providence, RI 02912
For Eugene M. Freedman:
Monitor Clipper Partners, Inc.
25 First Street
Cambridge, MA 02141
For Donald B. Shackelford:
Fifth Third Bank of Columbus
20 East Broad Street
Columbus, OH 43215
For Raymond Zimmerman:
P.O. Box 810156
Boca Raton, FL 33481
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CUSIP NO.911380103 SCHEDULE 13D PAGE 6 OF 9
ITEM 4. PURPOSE OF TRANSACTION.
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.
Management Stockholders acquired employee stock options for investment.
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 URGI Common Stock benefically owned by the
reporting persons. Of such aggregate number and percentage, 520,570
shares of URGI Common Stock are shares that certain Management
Stockholders have a right to acquire, according to information received
from URGI or such Management Stockholders or otherwise publicly
available.
Mr. David T. Kollat, a Director of The Limited, Inc., no longer owns any
shares of URGI Common Stock.
b. See Items 7-10 of the cover pages attached hereto for the number of
shares of URGI 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.
Mr. David T. Kollat no longer owns any shares of URGI Common Stock.
PRINCIPAL OCCUPATION:
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.
Mr. Silverman is the proprietor of Silverman & Associates, a real estate
consultancy, with offices at 3017 Caminito Carboneras, Del Mar, CA 92014.
He is a citizen of the United States.
<PAGE>
CUSIP NO.911380103 SCHEDULE 13D PAGE 7 OF 9
c. On November 6, 1998, LDA donated 500,000 shares of URGI Common Stock
to a charitable foundation not affiliated with LDA.
d. 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 URGI Common Stock individually owned by
each Management Stockholder (identifying in a separate column shares of
URGI Common Stock which there is a right to acquire upon exercise of
vested employee stock options) and the percentage of the URGI Common
Stock such aggregate number of shares represents are as follows:
<TABLE>
<CAPTION>
Outstanding
Name Shares Owned Vested Options Total Number % of Class
- ---- ------------ -------------- ------------ ----------
<S> <C> <C> <C> <C>
Raphael Benaroya 2,277,937 341,570 2,619,507 19.5%
Ellen Demaio 0 20,000 20,000 0.2%
Bradley Orloff 0 14,000 14,000 0.1%
George R. Remeta 341,888 139,000 480,888 3.6%
Fredric E. Stern 26,300 6,000 32,300 0.2%
Mort Greenberg 3,500 -0- 3,500 -
Cheryl A. Lutz 79 -0- 79 -
Jerry Silverman 5,300 -0- 5,300 -
</TABLE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
URGI, LDA and certain Management Stockholders entered into Amendment No.
3, dated as of April 6, 1998, to the Restated Stockholders' Agreement.
The terms of such Amendment No. 3 are incorporated in this Item 6 by
reference to Exhibit 8 to this Amendment No. 6 to Schedule 13D, which is
listed in Item 7 of this Amendment No. 6 and is attached hereto.
<PAGE>
CUSIP NO.911380103 SCHEDULE 13D PAGE 8 OF 9
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
Exhibit Description of
Number Exhibit
- ------ --------------
<S> <C>
8 Amendment No. 3, dated as of April 6, 1998, to the Restated
Stockholders' Agreement.
</TABLE>
<PAGE>
CUSIP NO.911380103 SCHEDULE 13D PAGE 9 OF 9
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: November , 1998
LIMITED DIRECT ASSOCIATES, L.P.
By: LIMITED DIRECT, INC., as
General Partner
By: /s/ Samuel Fried
------------------
Samuel Fried
Vice President
LIMITED DIRECT, INC.
By: /s/ Samuel Fried
------------------
Samuel Fried
Vice President
THE LIMITED, INC.
By: /s/ Samuel Fried
------------------
Samuel Fried
Vice President
<PAGE>
EXHIBIT 8
---------
AMENDMENT NO. 3
RESTATED STOCKHOLDERS' AGREEMENT
--------------------------------
This AMENDMENT NO. 3, dated as of April 6, 1998, to the RESTATED
STOCKHOLDERS' AGREEMENT, dated as of December 23, 1992, (the "Original
Agreement" and as amended, the "Amended Agreement"), by and among United Retail
Group, Inc., a Delaware corporation (the "Corporation"), and the Stockholders
and Centre Capital Investors L.P. ("CCI").
WITNESSETH:
----------
WHEREAS, all capitalized terms herein shall have the respective meanings
set forth in the Original Agreement;
WHEREAS, CCI has transferred all the Shares it held;
WHEREAS, the undersigned stockholders believe it to be in the best
interests of the Corporation and its stockholders to reduce the number of
Directors from nine to eight during the period from May 21, 1998 through July
31, 1998 (the "Interim Period");
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:
1. The Original Agreement shall continue in full force and effect in
accordance with its terms, except as expressly amended hereby.
2. Section 2(c) shall be amended to read in its entirety as follows:
(c) Subsequent Nominations. Until July 17, 1999, the Stockholders
shall, at any time that Directors of the Corporation are to be elected, take
such action as may be necessary to nominate or to cause the Board of Directors
to nominate and recommend to the Stockholders, as the proposed members of the
Board of Directors:
(i) if Limited at all times prior to May 21, 1998 owns at least 100,000
shares of Common Stock - one Person designated by Limited, two Persons
designated by the Incumbent Chairman of the Board and five Public Directors
approved by the
<PAGE>
Nominating Committee and the Board of Directors, provided, however, that after
July 31, 1998 the number of Public Directors approved by the Nominating
Committee and the Board of Directors shall be six;
(ii) if at any time Limited owns less than 100,000 shares of Common
Stock - two Persons designated by the Incumbent Chairman of the Board and six
Public Directors approved by the Nominating Committee and the Board of
Directors, provided, however, that after July 31, 1998 the number of Public
Directors approved by the Nominating Committee of the Board of Directors shall
be seven,
provided, however, that in the event the total number of shares of Common Stock
held by the Management Investors as a group shall increase to 3,010,000 or more
at any time, then so long as (i) the Incumbent Chairman of the Board and his
Permitted Transferees at all times after July 31, 1998 own at least 500,000
shares of Common Stock, and (ii) the Management Investors at all times after
July 31, 1998 own at least 2,010,000 shares of Common Stock, the Incumbent
Chairman of the Board shall designate three Persons, instead of two Persons, to
be nominated as proposed members of the Board of Directors, and the Stockholders
shall take such action, and shall cause the Directors to take such action, as
may be necessary to increase the total membership of the Board from nine to 10
and provided, further, that in the event the total number of shares of Common
Stock owned by the Incumbent Chairman and his Permitted Transferees and by the
Management Investors, respectively, shall at any time after July 31, 1998 be
less than those required by clauses (i) and (ii) of the preceding proviso, the
Incumbent Chairman of the Board shall thereafter designate two Persons, instead
of three Persons, to be nominated as proposed members of the Board of Directors
and the Stockholders shall take such action, and shall cause the Directors to
take such action, as may be necessary to decrease the total membership of the
board from 10 to nine. In the event Benaroya shall cease to serve as Chairman
of the Board, regardless of the circumstances of such cessation, he, or his
executor in the event of his death or the committee of his property in the event
of his legal incompetence, shall retain the right to designate one Person to be
nominated as a proposed member of the Board of Directors and the one other
Person who would otherwise have been designated by the Incumbent Chairman of the
Board shall be designated instead by the Nominating Committee, provided that, if
the Board of Directors then has 10 members, the Stockholders shall take such
action and shall cause the Directors to take such action, as may be necessary to
decrease the total membership of the Board from 10 to nine, and provided further
that, notwithstanding any of the foregoing, after having ceased to serve as
Chairman of the Board, Benaroya, or his executor or committee, shall have no
right to designate if Benaroya and his Permitted Transferees own less than
100,000 shares of Common Stock at any time, and in such case the Person or
Persons who would otherwise have been nominated by the Incumbent Chairman of the
Board shall then be designated instead by the Nominating Committee.
2
<PAGE>
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
------------------------------
Name: George R. Remeta
Title: Vice Chairman
/s/ George R. Remeta LIMITED DIRECT ASSOCIATES, L.P.,
- ---------------------
George R. Remeta By: LIMITED DIRECT, INC.,
as general partner
/s/ Bradley Orloff
- ---------------------
Bradley Orloff By: /s/ Kenneth Gilman
------------------------------
Name: Kenneth Gilman
Title: President
/s/ Fredric E. Stern
- ---------------------
Fredric E. Stern
/s/ Raphael Benaroya
---------------------------------
Raphael Benaroya
3
