<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
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 43230, Telephone: (614) 479-7199
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 13, 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 Rule 13d-1(b)(3) or (4), check the following box. ___.
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
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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
5,757,437
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
2,600,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,757,437
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)
42.5%
14. TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
CUSIP NO. 9113801103
----------
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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 7. SOLE VOTING POWER
SHARES BENE 0
FICIALLY OWNED
BY EACH RE 8. SHARED VOTING POWER
PORTING PERSON 5,757,437
WITH
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
2,600,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,757,437
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)
42.5%
14. TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
CUSIP NO. 911380103
---------
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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
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 7. SOLE VOTING POWER
SHARES BENE 0
FICIALLY OWNED
BY EACH RE 8. SHARED VOTING POWER
PORTING PERSON 5,757,437
WITH
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
2,600,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,757,437
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.5%
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14. TYPE OF REPORTING PERSON
CO
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AMENDMENT NO. 5 TO STATEMENT ON SCHEDULE 13D
--------------------------------------------
This Amendment No. 5 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. 5 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 and No. 4 thereto. This Amendment No. 5 amends
Items 3, 4 and 6 and amends and restates Items 2 and 5 of Schedule 13D.
Capitalized terms used herein and not otherwise defined shall have their
respective meanings set forth in Amendment No. 4 to Schedule 13D.
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
Kenneth B. Gilman
Martin Trust
E. Gordon Gee
Leonard A. Schlesinger
Eugene M. Freedman
David T. Kollat
V. Ann Hailey
Abigail S. Wexner
Claudine B. Malone
Donald B. Shackelford
Allan R. Tessler
Raymond Zimmerman
Arnold F. Kanarick
STATE OF ORGANIZATION OR CITIZENSHIP:
See Item 6 of the cover pages attached hereto for the state of organization
of the reporting persons.
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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 following 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.
Kenneth B. Gilman is Vice Chairman and Chief Administrative 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.
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 Brown 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.
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.
V. Ann Hailey is Executive Vice President and Chief Financial Officer of
The Limited, Inc.
Abigail S. Wexner is an attorney-at-law. Mrs. Wexner is a director of The
Limited, Inc.
Claudine B. Malone is a management consultant for Financial & Management
Con sulting, 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.
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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; and Co-Chairman and Chief Executive Officer of Data
Broadcasting Corporation, a data broadcasting network. Mr. Tessler is a
director of The Limited, Inc.
Raymond Zimmerman is a director of The Limited, Inc.
Arnold F. Kanarick is Executive Vice President and Director of Human
Resources of The Limited, Inc.
ADDRESS OF PRINCIPAL BUSINESS AND PRINCIPAL OFFICE:
For Limited Direct Associates, L.P.:
Three Limited Parkway
Columbus, OH 43230
For Limited Direct, Inc.:
Three Limited Parkway
Columbus, OH 43230
For The Limited, Inc.:
Three Limited Parkway
Columbus, OH 43230
For Leslie H. Wexner
V. Ann Hailey
Kenneth B. Gilman
Arnold F. Kanarick
The Limited, Inc.
Three Limited Parkway
Columbus, OH 43230
For E. Gordon Gee:
Brown University
Box 1860, University Hall
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Providence, RI 02912
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.
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 Abigail S. Wexner
One Whitebarn Road
New Albany, OH 43054
For Raymond Zimmerman:
P.O. Box 2347
Brentwood, TN 37024
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 securi ties laws or finding any
violation with respect to such laws as a result of civil pro ceedings.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
With respect to the transactions reported herein, 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 Stock holders
or otherwise publicly available.
On February 13, 1998, Raphael Benaroya and George R. Remeta purchased
shares of Common Stock from the Issuer upon the exercise of options under
the Issuer's Restated 1989 Performance Option Plan. Mr. Benaroya purchased
777,925 shares of Common Stock. Mr. Remeta purchased 116,888 shares of
Common Stock. The Compensation Committee of the Board of Directors of the
Issuer unanimously waived payment of the exercise price in cash. Instead,
the
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Committee permitted payment to be made by reducing the number of shares
of Common Stock otherwise issuable upon exercise of the option (937,500
shares of Common Stock to Mr. Benaroya and 140,625 shares of Common Stock
to Mr. Remeta) by the number of shares of Common Stock having a fair market
value on the date of exercise equal to the gross exercise price ($937,500
for Mr. Benaroya and $140,625 for Mr. Remeta). The options exercised were
nonqualified stock options under the Internal Revenue Code.
During the period from February 5, 1997 to February 13, 1998, certain other
employee stock options became vested in, and exercisable by Mr. Benaroya,
Mr. Remeta, Ellen Demaio, Bradley Orloff and Frederic E. Stern. The total
number of vested options and shares of Common Stock currently held by such
Management Stockholders is set forth in the table under ITEM 5. INTEREST
IN SECURITIES OF THE ISSUER.
ITEM 4. PURPOSE OF TRANSACTION.
With respect to the transactions reported herein, 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.
The applicable Management Stockholders purchased shares of Common Stock and
acquired employee stock options for investment.
Such Management Stockholders have no plans or proposals that relate to or
would result in:
(a) The acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer, except the exercise of
employee stock options;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors;
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(e) Any material change in the present capitalization or dividend policy
of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's certificate of incorporation or bylaws or
other actions which may impede the acquisition of control of the Issuer by
any person;
(h) Causing a class of securities of the Issuer to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered national
securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g) of the Securities
Exchange Act (the "Act"); or
(j) Any action similar to any of those enumerated above.
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, 455,433 shares of 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., owns 3,200 shares of
URGI Common Stock which represents less than one percent of the total
outstanding Common Stock.
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.
Mr. David T. Kollat has the sole power to vote and to dispose of his 3,200
shares of URGI Common Stock.
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
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Management Stockholders is based on information received from URGI or such
Management Stockholders or otherwise publicly available.
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
6866 Touchtown Circle
Palm Beach Gardens, FL 33418
Cheryl A. Lutz
4408 F Street
Sacramento, CA 95819
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
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Fredric E. Stern
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 of
Common Stock 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, 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
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the Management Stockholders. LDA and Limited Direct, Inc. disclaim
beneficial ownership of all such shares.
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:
<TABLE>
<CAPTION> Outstanding
Name Shares Owned Vested Options Total Number % of Class
- ---- ------------ -------------- ------------ ----------
<S> <C> <C> <C> <C>
Raphael Benaroya 2,277,937 308,433 2,586,370 19.3%
Ellen Demaio 25,000 16,000 41,000 0.3%
Bradley Orloff 22,000 12,000 34,000 0.3%
George R. Remeta 341,888 116,000 457,888 3.5%
Fredric E. Stern 26,300 3,000 29,300 0.2%
Mort Greenberg 3,500 -0- 3,500 -
Cheryl A. Lutz 79 -0- 79 -
Jerry Silverman 5,300 -0- 5,300 -
</TABLE>
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.
With respect to the transactions reported herein, the information set
forth in this Item 6 with respect to the Management Stockholders is based
on information received from URGI or such Management Stockholders or
otherwise publicly available.
Messrs. Benaroya, Remeta, Orloff, Stern and Ms. Demaio are parties to the
Restated Stockholders' Agreement.
The shares of Common Stock purchased on February 13, 1998 by each of Mr.
Benaroya and Mr. Remeta (see ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION) have been pledged to the Issuer to secure payment of a loan
to him by the Issuer to finance the withholding taxes incurred by him in
connection with the purchase. The loans were in the amounts of $1,637,087
to Mr. Benaroya and $245,543 to Mr. Remeta; have a term of four years and
provide for full recourse.
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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 20, 1998
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
