<PAGE> 1
FORM 11-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED: DECEMBER 31, 1995
-----------------
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from: __________ to __________
Commission file no.: 019774
------
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below: United Retail Group, Inc. Retirement
------------------------------------
Savings Plan
------------
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office: United Retail Group, Inc.,
--------------------------
365 West Passaic Street, Rochelle Park, New Jersey 07662
---------------------------------------------------------
<PAGE> 2
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of
United Retail Group, Inc. and the
Plan Administrator of the United
Retail Group Retirement Savings Plan:
We have audited the accompanying statements of net assets available for
benefits of the United Retail Group Retirement Savings Plan as of December 31,
1995 and 1994, and the related statements of changes in net assets available
for benefits for each of the three years in the period ended December 31, 1995.
These financial statements are the responsibility of the Plan's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for benefits of the
Plan as of December 31, 1995 and 1994, and the changes in net assets available
for benefits for each of the three years in the period ended December 31, 1995,
in conformity with generally accepted accounting principles.
Columbus, Ohio,
February 29, 1996.
<PAGE> 3
UNITED RETAIL GROUP RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1995
<TABLE>
<CAPTION>
Company Balanced Fixed Equity Aggressive International Loan
Total Stock Fund Fund Fund Fund Fund Fund Fund
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
- ------
Investments, at Fair Value:
Determined by Quoted Market
Price:
Vanguard Wellesley Income
Fund (Cost $1,443,745) $1,588,578 $ - $1,588,578 $ - $ - $ - $ - $ -
United Retail Group, Inc.
Stock (Cost $586,955) 175,779 175,779 - - - - -
Fidelity Contra Fund
(Cost $853,076) 978,643 - - - 978,643 - - -
Columbia Special Fund, Inc.
(Cost $293,113) 314,248 - - - - 314,248 - -
Warburg Pincus International
Equity Fund (Cost $143,071) 160,270 - - - - - 160,270 -
Cash Equivalents (Cost
Approximates Fair Value)
Schwab Money market Fund 2,471,042 - - 2,471,042 - - - -
Schwab Government Money
Market Fund 33,453 - - 33,453 - - - -
Participant Loans 288,402 - - - - - - 288,402
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Investments 6,010,415 175,779 1,588,578 2,504,495 978,643 314,248 160,270 288,402
Interfund Transfers - (47) (30) 77 (74) 74 - -
Accrued Income 122,350 - - - 82,336 40,014 - -
Cash 17,285 1,171 - 16,114 - - - -
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Assets 6,150,050 176,903 1,588,548 2,520,686 1,060,905 354,336 160,270 288,402
LIABILITIES
- -----------
Administrative Expense Payable 56,080 - 18,182 26,137 8,462 2,190 1,109 -
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS $6,093,970 $ 176,903 $1,570,366 $2,494,549 $1,052,443 $ 352,146 $ 159,161 $ 288,402
========== ========== ========== ========== ========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of this financial statement.
F-1
<PAGE> 4
UNITED RETAIL GROUP RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1994
<TABLE>
<CAPTION>
Company Balanced Fixed Equity Aggressive Loan
Total Stock Fund Fund Fund Fund Fund Fund
---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
- ------
Investments, at Fair Value:
Determined by Quoted Market
Price:
Vanguard Wellesley Income
Fund (Cost $1,706,807) $1,585,566 $ - $1,585,566 $ - $ - $ - $ -
United Retail Group, Inc.
Stock (Cost $629,382) 297,431 297,431 - - - - -
Vanguard World Fund - U.S.
Growth Portfolio (Cost
$550,590) 571,797 - - - 571,797 - -
Columbia Special Fund, Inc.
(Cost $181,722) 177,433 - - - - 177,433 -
Cash Equivalents (Cost
Approximates Fair Value)
Schwab Money Market Fund 2,556,010 - - 2,556,010 - - -
Schwab Government Money
Market Fund 31,756 - - 31,756 - - -
Participant Loans 130,322 - - - - - 130,322
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Investments 5,350,315 297,431 1,585,566 2,587,766 571,797 177,433 130,322
Interfund Transfers - - 2,075 (2,169) 1,110 (1,016)
Accrued Income 27,407 15,445 - 11,962
Cash 12,352 1,842 3,478 3,780 2,259 993 -
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Assets 5,390,074 299,273 1,591,119 2,604,822 575,166 189,372 130,322
LIABILITIES
-----------
Administrative Expense Payable 63,907 - 28,799 27,150 7,226 732 -
---------- ---------- ---------- ---------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS $5,326,167 $ 299,273 $1,562,320 $2,577,672 $ 567,940 $ 188,640 $ 130,322
========== ========== ========== ========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of this financial statement.
F-2
<PAGE> 5
UNITED RETAIL GROUP RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
Company Balanced Fixed Equity Aggressive International Loan
Total Stock Fund Fund Fund Fund Fund Fund Fund
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment Income:
Mutual Funds $ 234,785 $ - $ 107,498 $ - $ 82,336 $ 40,014 $ 4,937 $ -
Increase (Decrease) In Net
Unrealized appreciation 336,792 (76,265) 266,074 - 104,360 25,424 17,199 -
Interest 149,953 - - 136,633 - - - 13,320
Realized Gain (Loss) on
Sale of Securities 25,208 (65,411) 1,617 - 79,621 6,449 2,932 -
---------- ---------- ---------- ---------- ---------- ---------- ---------- --------
Total Investment Income (Loss) 746,738 (141,676) 375,189 136,633 266,317 71,887 25,068 13,320
Participants' Contributions 708,082 45,347 170,923 196,575 173,240 88,600 33,397 -
Loan Repayments - 3,860 22,149 21,050 13,050 12,263 1,039 (73,411)
Loans Issued - (10,779) (52,820) (86,990) (43,494) (29,286) (8,939) 232,308
Interfund Transfers - 16,381 (241,569) (104,416) 178,480 36,716 114,408 -
Administrative Expense (52,540) - (14,920) (25,722) (7,957) (2,747) (1,194) -
Benefits to Participants (634,477) (35,503) (250,906) (220,253) (95,133) (13,927) (4,618) (14,137)
---------- ---------- ---------- ---------- ---------- ---------- ---------- --------
Increase (Decrease) in Net
Assets Available for Benefits 767,803 (122,370) 8,046 (83,123) 484,503 163,506 159,161 158,080
Beginning Net Assets Available
for Benefits 5,326,167 299,273 1,562,320 2,577,672 567,940 188,640 - 130,322
---------- ---------- ---------- ---------- ---------- ---------- ---------- --------
Ending Net Assets Available
for Benefits $6,093,970 $ 176,903 $1,570,366 $2,494,549 $1,052,443 $ 352,146 $ 159,161 $288,402
========== ========== ========== ========== ========== ========== ========== ========
</TABLE>
The accompanying notes are an integral part of this financial statement.
F-3
<PAGE> 6
UNITED RETAIL GROUP RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
Company Balanced Fixed Equity Aggressive Loan
Total Stock Fund Fund Fund Fund Fund Fund
---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment Income:
Mutual Funds $ 173,742 $ - $ 155,184 $ - $ 6,596 $ 11,962 $ -
Increase (Decrease) in Net
Unrealized Appreciation (281,010) (40,360) (245,717) - 9,356 (4,289) -
Interest 87,528 67 - 85,553 - - 1,908
Realized Gain (Loss) on
Sale of Securities (77,425) (56,910) (28,831) - 7,811 505 -
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Investment Income (97,165) (97,203) (119,364) 85,553 23,763 8,178 1,908
---------- ---------- ---------- ---------- ---------- ---------- ----------
Contributions:
Employer 36,398 7,567 13,122 6,637 3,791 5,281 -
Participants 782,876 58,714 258,240 260,503 145,290 60,129 -
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Contribution 819,274 66,281 271,362 267,140 149,081 65,410 -
---------- ---------- ---------- ---------- ---------- ---------- ----------
Loan Repayments - 372 1,761 2,578 2,877 614 (8,202)
Loans Issued - - (45,463) (44,455) (26,366) (20,332) 136,616
Interfund Transfers - (790) (829,034) 574,052 118,309 137,463 -
Administrative Expense (50,660) - (22,874) (21,421) (5,633) (732) -
Benefits to Participants (917,349) (42,786) (336,335) (362,777) (173,490) (1,961) -
---------- ---------- ---------- ---------- ---------- ---------- ----------
Increase (Decrease) in Net
Assets Available for Benefits (245,900) (74,126) (1,079,947) 500,670 88,541 188,640 130,322
Beginning Net Assets Available
for Benefits 5,572,067 373,399 2,642,267 2,077,002 479,399 - -
---------- ---------- ---------- ---------- ---------- ---------- ----------
Ending Net Assets Available
for Benefits $5,326,167 $ 299,273 $1,562,320 $2,577,672 $ 567,940 $ 188,640 $ 130,322
========== ========== ========== ========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of this financial statement.
F-4
<PAGE> 7
UNITED RETAIL GROUP RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
Company Balanced Fixed Equity
Total Stock Fund Fund Fund Fund
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Investment Income:
Mutual Funds $ 215,525 $ - $ 208,651 $ - $ 6,874
Increase (Decrease) in Net
Unrealized Appreciation (386,665) (400,877) 5,856 - 8,356
Interest 58,342 429 - 57,913 -
Realized Gain (Loss) on
Sale of Securities 149,962 (44,796) 192,918 - 1,840
---------- ---------- ---------- ---------- ----------
Total Investment Income 37,164 (445,244) 407,425 57,913 17,070
---------- ---------- ---------- ---------- ----------
Contributions:
Employer 188,517 42,933 56,583 59,904 29,097
Participants 596,657 106,434 186,862 192,844 110,517
---------- ---------- ---------- ---------- ----------
Total Contributions 785,174 149,367 243,445 252,748 139,614
---------- ---------- ---------- ---------- ----------
Interfund Transfers - 536,166 (1,654,625) 811,787 306,672
Administrative Expense (45,923) - (29,824) (12,214) (3,885)
Benefits to Participants (708,507) (135,574) (281,521) (226,786) (64,626)
---------- ---------- ---------- ---------- ----------
Increase (Decrease) in Net Assets
Available for Benefits 67,908 104,715 (1,315,100) 883,448 394,845
Beginning Net Assets Available for
Benefits 5,504,159 268,684 3,957,367 1,193,554 84,554
---------- ---------- ---------- ---------- ----------
Ending Net Assets Available for
Benefits $5,572,067 $ 373,399 $2,642,267 $2,077,002 $ 479,399
========== ========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of this financial statement.
F-5
<PAGE> 8
UNITED RETAIL GROUP RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(1) DESCRIPTION OF THE PLAN
General
The United Retail Group Retirement Savings Plan (the "Plan"), formerly
the United Retail Group Retirement Income and Savings Plan, is
a defined contribution plan covering certain employees of
United Retail Group, Inc. and its affiliates (the "Employer")
who are at least 21 years of age and have completed 1,000 or
more hours of service during their first consecutive twelve
months of employment or any calendar year beginning in or
after their first consecutive twelve months of employment.
Certain employees of the Employer, who are covered by a
collective bargaining agreement, are not eligible to
participate in the Plan. At December 31, 1995 there were 567
participants in the Plan.
The following description of the Plan provides only general
information. Participants should refer to the Plan agreement
for a more complete description of the Plan's provisions. The
Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA) as amended.
Amendments
Effective January 1, 1993, the Plan was amended and restated to, among
other things, (1) rename the Plan the United Retail Group
Retirement Savings Plan, (2) eliminate the retirement
contribution, (3) allow participants to increase their
voluntary tax-deferred contribution as noted under
"Participant Voluntary Contribution" below, (4) allow
participants to direct the investment of the Employer's prior
retirement contribution and (5) change the payment of benefits
as noted under "Payment of Benefits" below.
Effective January 1, 1994, the Plan was amended and restated to, among
other things, (1) permit participant loans as noted under
"Participant Loans" below and (2) make certain changes in the
Plan as were required by law.
Contributions
Employer Contributions:
The Employer may provide a 50% matching contribution on the first 3%
of a participant's voluntary contributions.
Participant Voluntary Contribution:
A participant may elect to make a voluntary tax-deferred contribution
of 1% to 12% of his or her annual compensation up to the
maximum permitted under Section 402(g) of the Internal Revenue
Code adjusted annually ($9,240 at December 31, 1995). The
annual compensation of each participant taken into account
under the Plan is limited to the maximum amount permitted
under Section 401(a)(17) of the Internal Revenue Code. The
annual compensation limit for the Plan year ended December 31,
1995, was $150,000. Participants earning annually more than
$66,000, $66,000 and $64,245 for the years ended December 31,
1995, 1994 and 1993, respectively, may be limited to voluntary
contributions of less than 12% due to requirements by Section
401(k) of the Internal Revenue Code based on the current
levels of participant voluntary contributions.
F-6
<PAGE> 9
Vesting
A participant is fully and immediately vested for voluntary
contributions. A summary of vesting percentages in the
Employer's contributions follows:
<TABLE>
<CAPTION>
Years of Continuous Service Percentage
--------------------------- ----------
<S> <C>
Less than 3 years 0%
3 years 20
4 years 40
5 years 60
6 years 80
7 years 100
</TABLE>
Payment of Benefits
The full value of participants' accounts becomes payable upon
retirement, disability, or death. Upon termination of
employment for any other reason, participants' accounts, to
the extent vested, become payable. Participants will receive
any benefit to which they are entitled in the form of, (1)
lump-sum cash distribution, with those participants holding
more than 100 shares of Employer Securities receiving shares
for the portion of their account invested in Employer
Securities, (2) if eligible a payment directly to an eligible
retirement plan specified by the Participant or (3) if the
account balance is greater than $3,500 and the Participant has
attained age 70-1/2, cash installments over a period not
extending beyond the life expectancy of the Participant or the
joint and last survivor life expectancies of the Participant
and a designated Beneficiary. Those participants with vested
account balances more than $3,500 have the option of leaving
their accounts invested in the Plan until age 65.
Participant Loans
Effective July 1, 1994, participants are permitted to borrow from
their account the lesser of $50,000 or 50% of the vested
balance of their account for a term of not more than five
years with repayment made from payroll deductions. All loans
become due and payable in full upon a participant's
termination of employment with the Employer. The borrowing
constitutes a separate earmarked investment of the
participant's account. Interest on the borrowing is based on
a formula using the published money call rate on the date of
application.
Amounts Allocated Participants Withdrawn from the Plan
The vested portion of net assets available for plan benefits allocated
to participants withdrawn from the Plan as of December 31,
1995, 1994, and 1993, is set forth below:
<TABLE>
<CAPTION>
Stock Balanced Fixed Equity Aggressive Int'l
Total Fund Fund Fund Fund Fund Fund
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
December 31, 1995 $161,004 $ 4,079 $ 40,493 $ 50,281 $ 45,127 $ 16,919 $ 4,105
December 31, 1994 $180,460 $ 4,870 $ 82,250 $ 77,040 $ 14,024 $ 2,276 $ -
December 31, 1993 $256,342 $ 18,321 $ 87,780 $133,212 $ 17,029 $ - $ -
</TABLE>
Benefits undeliverable due to addresses are invested in the Schwab
Government Money Market Fund and held within the Fixed Fund.
At December 31, 1995 and 1994, the Plan was holding $33,453
and $31,756, respectively of such assets which are reflected
in the above amounts. Prior to 1994 these assets were held in
a separate trust account by the Trustee.
F-7
<PAGE> 10
Forfeitures
Forfeitures are used to reduce the Employer's required contributions.
Utilized forfeitures for 1995, 1994 and 1993, is set forth
below:
<TABLE>
<CAPTION>
Stock Balanced Fixed Equity Aggressive Int'l
Total Fund Fund Fund Fund Fund Fund
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
December 31, 1995 $169,076 $ 13,502 $ 41,877 $ 55,369 $ 35,752 $ 16,488 $ 6,088
December 31, 1994 $135,690 $ 9,130 $ 49,171 $ 49,127 $ 27,334 $ 928 $ -
December 31, 1993 $ - $ - $ - $ - $ - $ - $ -
</TABLE>
Forfeitures not utilized as of December 31, 1995, 1994 and 1993
represent unallocated assets in the investment funds as
follows:
<TABLE>
<CAPTION>
Stock Balanced Fixed Equity Aggressive Int'l
Total Fund Fund Fund Fund Fund Fund
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
December 31, 1995 $124,930 $ 770 $ 15,777 $101,957 $ 4,945 $ 1,241 $ 240
December 31, 1994 $223,064 $ 3,852 $ 48,717 $158,215 $ 12,176 $ 104 $ -
December 31, 1993 $188,506 $ 6,261 $118,049 $ 45,622 $ 18,574 $ - $ -
</TABLE>
Expenses
Brokerage fees, transfer taxes, and other expenses incurred in connection
with the investment of the Plan's assets will be added to the cost of
such investments or deducted from the proceeds thereof, as the case
may be. Administrative expenses of the Plan, not to exceed .25% of
the net asset value of the Plan valued as of the last day of each
quarter, will be paid from the Plan from earnings not allocated to
participants' accounts. The remainder will be paid by the Employer,
unless the Employer elects to pay more or all of such costs.
Tax Determination
The Plan obtained its latest determination letter on November 21, 1994, in
which the Internal Revenue Service stated that the Plan, as amended
and restated January 1, 1994, was in compliance with the applicable
requirements of the Internal Revenue Code. Accordingly, the following
Federal income tax rules will apply to the Plan:
Voluntary tax-deferred contributions made under the Plan by a
participant and contributions made by the Employer to
participant accounts are generally not taxable until such
amounts are distributed.
The participants are not subject to Federal income tax on
interest, dividends, or gains in their particular accounts until
distributed.
The foregoing is only a brief summary of certain tax implications and
applies only to Federal tax regulations currently in effect.
(2) SUMMARY OF ACCOUNTING POLICIES
The Plan's financial statements are prepared on the accrual basis of
accounting. Assets of the Plan are valued at fair value. If
available, quoted market prices are used to value investments. The
amounts for investments that have no quoted market price are shown at
their estimated fair value, which is determined based on yields
equivalent for such securities or for securities of comparable
maturity, quality, and type as obtained from market makers.
Realized gains or losses on the distribution or sale of securities
represent the difference between the average cost of such securities
held and the market value on the date of distribution or sale.
F-8
<PAGE> 11
Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires the plan administrator to make
estimates and assumptions that affect certain reported amounts and
disclosures. Accordingly, actual results may differ from those
estimates.
(3) INVESTMENTS
Net unrealized appreciation (depreciation), equal to the difference
between cost and market value of all investments at the applicable
valuation dates, is recognized in determining the value of each fund.
The unrealized appreciation (depreciation) as of December 31, 1995,
1994, and 1993, is set forth below:
<TABLE>
<CAPTION>
Unrealized Appreciation (Depreciation)
--------------------------------------
Stock Balanced Fixed Equity Aggressive Int'l
Total Fund Fund Fund Fund Fund Fund
--------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
December 31, 1995 $(102,442) $(411,176) $ 144,833 $ - $ 125,567 $ 21,135 $ 17,199
December 31, 1994 $(436,274) $(331,951) $(121,241) $ - $ 21,207 $ (4,289) $ -
December 31, 1993 $(166,527) $(302,853) $ 124,476 $ - $ 11,850 $ - $ -
</TABLE>
The following is a summary of the net gain (loss) on securities sold
during the periods ended December 31, 1995, 1994, and 1993:
<TABLE>
<CAPTION>
Realized Gain (Loss)
--------------------
Stock Balanced Fixed Equity Aggressive Int'l
Total Fund Fund Fund Fund Fund Fund
---------- --------- ---------- ---------- --------- ---------- ----------
<S> <C> <C> <C> <S> <C> <C> <C>
Year Ended
December 1995
Proceeds $2,268,219 $ 45,138 $ 634,850 $ 710,031 $ 768,143 $ 71,648 $ 38,409
Cost 2,243,011 110,549 633,233 710,031 688,522 65,199 35,477
---------- --------- ---------- ---------- --------- ---------- ----------
Realized $ 25,208 $ (65,411) $ 1,617 $ - $ 79,621 $ 6,449 $ 2,932
========== ========= ========== ========== ========= ========== ==========
Year Ended
December 1994
Proceeds $4,279,914 $ 61,533 $1,226,336 $2,699,562 $ 268,648 $ 23,835 $ -
Cost 4,357,339 118,443 1,255,167 2,699,562 260,837 23,330 -
---------- --------- ---------- ---------- --------- ---------- ----------
Realized $ (77,425) $ (56,910) $ (28,831) $ - $ 7,811 $ 505 $ -
========== ========= ========== ========== ========= ========== ==========
Year Ended
December 1993
Proceeds $3,362,102 $ 113,510 $2,440,617 $ 534,025 $ 273,950 $ - $ -
Cost 3,212,140 158,306 2,247,699 534,025 272,110 - -
---------- --------- ---------- --------- --------- ---------- ----------
Realized $ 149,962 $ (44,796) $ 192,918 $ - $ 1,840 $ - $ -
========== ========= ========== ========= ========= ========== ==========
</TABLE>
Contributions under the Plan are invested in one of six investment funds:
(1) The Company Stock Fund, consisting of common stock of the United
Retail Group, Inc., (2) the Balanced Fund, which is invested in the
Vanguard Wellesley Income Fund, (3) the Fixed Fund, which is invested
in the Schwab Money Market Fund, prior to October of 1994 the assets
were invested in the Vanguard Money Market Reserves Prime Portfolio
Fund, (4) the Equity Fund, which is invested in the Fidelity Contra
Fund and prior to February of 1995 the Vanguard World Fund - U.S.
Growth Portfolio, (5) effective July 1, 1994 the Aggressive Fund,
which is invested in the Columbia Special Fund, Inc, and (6) effective
January 1, 1995 the International Fund, which invests in the Warburg
Pincus International Equity Fund.
Participants' voluntary and the Employer's contributions may be invested
in any one or more of the funds, at the election of the participant.
There are 123 participants in the Company Stock Fund, 401 in the
Balanced Fund, 290 in the Fixed Fund, 248 in the Equity Fund, 140 in
the Aggressive Fund, and 78 in the International Fund at December 31,
1995.
(4) PLAN ADMINISTRATION
The Plan is administered by a Committee, the members of which are
appointed by the Board of Directors of the Employer.
F-9
<PAGE> 12
(5) PLAN TERMINATION
Although the Employer has not expressed any intent, the Employer has the
right under the Plan to discontinue their contributions at any time.
United Retail Group, Inc. has the right at any time, by action of its
Board of Directors, to terminate the Plan subject to the provisions of
ERISA. Upon Plan termination or partial termination, participants
will become fully vested in their accounts.
F-10
<PAGE> 13
SIGNATURES
The Plan
Pursuant to the requirements of the Securities Exchange Act of 1934, the
persons who administer the employee benefit plan have duly caused this annual
report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: June 17, 1996 UNITED RETAIL GROUP, INC.
RETIREMENT SAVINGS PLAN
By: /s/ JON GROSSMAN
-------------------------------
Jon Grossman, Chairman
of the Administrative Committee
<PAGE> 14
CONSENT OF INDEPENDENT ACCOUNTANTS
The undersigned hereby consents to the inclusion as an exhibit to this Annual
Report on Form 11-K for the year ended February 3, 1996 of our report dated
February 29, 1996, on our audits of the statements of net assets available for
benefits of the United Retail Group Retirement Savings Plan (the "Plan") as of
December 31, 1995 and 1994, and the related statements of changes in net assets
available for benefits for each of the three years in the period ended December
31, 1995.
The undersigned also hereby consents to the incorporation of such report by
reference in the Registration Statement on Form S-8 of United Retail Group,
Inc. (The "Company") with respect to the Plan and its investment in shares of
common stock of the Company.
ARY, EARMAN AND ROEPCKE
Columbus, Ohio
April 19, 1996
