<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
RESTATED
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _______)*
United Retail Group, Inc.
-------------------------
(Name of Issuer)
Common Stock ($.001 Par Value)
------------------------------
(Title of Class of Securities)
911380103
---------
(CUSIP Number)
George R. Remeta, 365 West Passaic Street, Rochelle Park,
NJ 07662 (201) 909-2110
--------------------------------------------------------------------
(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 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).
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 911380103
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RAPHAEL BENAROYA
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
BK; PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.; ISRAEL
7. SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 5,886,611
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON
WITH 10. SHARED DISPOSITIVE POWER
5,886,611
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,886,611
12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES (SEE INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.1%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
<PAGE> 3
13D
CUSIP NO. 911380103
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GEORGE R. REMETA
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
BK; PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7. SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 5,886,611
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON
WITH 10. SHARED DISPOSITIVE POWER
5,886,611
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,886,611
12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES (SEE INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.1%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
<PAGE> 4
13D
CUSIP NO. 911380103
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ELLEN DEMAIO
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
BK; PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7. SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 5,886,611
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON
WITH 10. SHARED DISPOSITIVE POWER
5,886,611
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,886,611
12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES (SEE INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.1%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
<PAGE> 5
13D
CUSIP NO. 911380103
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BRADLEY ORLOFF
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
BK; PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7. SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 5,886,611
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON
WITH 10. SHARED DISPOSITIVE POWER
5,886,611
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,886,611
12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES (SEE INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.1%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
<PAGE> 6
13D
CUSIP NO. 911380103
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FREDRIC E. STERN
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
BK; PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7. SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 5,886,611
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON
WITH 10. SHARED DISPOSITIVE POWER
5,886,611
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,886,611
12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES (SEE INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.1%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
<PAGE> 7
CUSIP No. 911380103
RESTATED STATEMENT ON SCHEDULE 13D
(originally dated July 12, 1993, as amended to and including February 5, 1997)
ITEM 1. SECURITY AND ISSUER.
Common Stock, $.001 par value per share ("Shares") United
Retail Group, Inc. (the "Issuer") 365 West Passaic Street
Rochelle Park, NJ 07662
ITEM 2. IDENTITY AND BACKGROUND.
(a) See Item 1 of the cover pages for the names of the
reporting persons.
(b) The business address of the reporting persons is:
c/o United Retail Group, Inc.
365 West Passaic Street
Rochelle Park, NJ 07662
(c) The present principal occupation or employment of each of
the reporting persons is employee of the Issuer. The Issuer
operates a chain of retail specialty stores selling large size
women's apparel and accessories.
(d) None of the reporting persons has been convicted in a
criminal proceeding during the last five years.
(e) None of the reporting persons has during the last five
years been a party to a civil proceeding of a judicial or
administrative body 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.
(f) See Item 6 of the cover pages for the citizenship of the
reporting persons.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The following reporting persons purchased the respective
numbers of Shares indicated below from the Company for $1.00
cash per Share in July 1989 and continue to hold the
respective numbers of Shares indicated below:
<PAGE> 8
<TABLE>
<CAPTION>
Name Shares Purchased Shares Held
---- ---------------- -----------
<S> <C> <C>
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
</TABLE>
Limited Service Corporation, a subsidiary of The Limited Inc.,
entered into Repayment Agreements, dated July 17, 1989, with
the reporting persons. Pursuant to the Repayment Agreements,
Limited Service Corporation made interest payments without any
reimbursement on certain loans from Bank of New York ("BONY")
("Purchase Money Loans") obtained by the reporting persons to
finance a portion of the purchase price of the Shares they
acquired at the time. In August 1994, the reporting persons
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 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.
All the reporting persons purchased Shares for investment. In
addition, Mr. Benaroya purchased Shares in order to obtain
representation on the Issuer's Board of Directors.
The reporting persons 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;
<PAGE> 9
(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;
(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) The aggregate number of Shares beneficially owned by each
reporting person, identifying Shares which there is a right to
acquire upon exercise of vested employee stock options, and
the percentage of the Shares owned beneficially by each
reporting person is as follows:
<TABLE>
<CAPTION>
Outstanding Vested Total %
Name Shares Owned Options Number of Class
---- ------------ ------- ------ --------
<S> <C> <C> <C> <C>
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%
</TABLE>
The reporting persons believe that the other persons who might
comprise a group with the reporting persons within the meaning
of Section 13(d) (3) of the Act are the beneficial owners of
the following shares:
<PAGE> 10
<TABLE>
<CAPTION>
Outstanding Vested Total %
Name Shares Owned Options Number of Class
---- ------------ ------- ------ --------
<S> <C> <C> <C> <C>
Mort Greenberg 3,500 -0- 3,500 --
Limited Direct Assoc. L.P. 2,600,000 -0- 2,600,000 21.3%
Cheryl A. Lutz 79 -0- 79 --
Jerry Silverman 5,300 -0- 5,300 --
</TABLE>
(b) the persons named in the preceding subsection, together
with the Issuer and Centre Capital Investors L.P. ("CCI"), are
parties to the Restated Stockholders' Agreement, dated
December 23, 1992 (as amended the "Restated Stockholders'
Agreement"). The Restated Stockholders' Agreement provides,
among other things, that the parties other than the Issuer and
CCI shall take such action, including the voting of Shares, as
may be necessary to cause the Board to be elected in the
following manner:
(i) the Board 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
Limited Direct Associates, L.P. ("LDA") and five are persons
("Public Directors") who are not affiliates of (w) Benaroya,
(x) certain executives of the Issuer or (y) Benaroya's or such
executives' Permitted Transferees under the Restated
Stockholders' Agreement (collectively, "Management Investors")
or (z) LDA, named by the Nominating Committee and approved by
the Board;
(ii) if the holdings of the Management Investors increase to
at least 3,010,000 Shares (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, he remains Chairman of the Board and the Management
Investors continue to hold at least 2,010,000 Shares,
provided, that in the event the number of Shares held by the
Chairman (and his family) and the Management Investors falls
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;
(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, (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 and (z) if the Board then has 10
members, the Board membership shall be decreased to nine;
(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 falls below
<PAGE> 11
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
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.
The Restated Stockholders' Agreement provides that the parties
other than the Issuer and CCI shall act together in connection
with the election of the Board, the removal of directors and
certain amendments to the by-laws of the Issuer. Accordingly,
the stockholders of the Issuer who are parties to the Restated
Stockholders' Agreement might be deemed to share voting power
with respect to all the Shares beneficially owned by them.
The voting arrangement under the Restated Stockholders'
Agreement described above expires on July 17, 1999.
Except for the provisions of the Restated Stockholders'
Agreement, each of the reporting persons has the sole power to
vote the Shares he owns and believes that the other
stockholders of the Issuer who are parties to the Restated
Stockholders' Agreement have the sole power to vote the Shares
they own.
The Restated Stockholders' Agreement contains certain
restrictions on transfers of Shares held by the stockholders
of the Issuer who are parties to the Restated Stockholders'
Agreement but it unconditionally permits sales on the NASDAQ
National Market System and donations to charity. Accordingly,
the stockholders of the Issuer who are parties to the Restated
Stockholders' Agreement might be deemed to share the power to
dispose of all the Shares beneficially owned by them. Except
for the provisions of the Restated Stockholders' Agreement,
each of the reporting persons has the sole power to dispose of
the Shares he owns and he believes that the other stockholders
of the Issuer who are parties to the Restated Stockholders'
Agreement have the sole power to dispose of the Shares they
own.
Each of the reporting persons disclaims beneficial ownership
of the Shares held by all the other parties to the Restated
Stockholders' Agreement.
In addition to the reporting persons, CCI and the Issuer, the
current parties to the Restated Stockholders' Agreement are:
(i) Mort Greenberg
6616 Kings Hollow Court
Dallas, TX 75248
<PAGE> 12
(ii) Limited Direct Associates, L.P.
Three Limited Parkway
Columbus, OH 43216
(iii) Cheryl A. Lutz
7514 Windbridge Drive
Apartment 119
Sacramento, CA 95831
(iv) Jerry Silverman
3017 Caminito Carboneras
Del Mar, CA 92014
Mr. Greenberg is retired and is a citizen of the United
States.
LDA is a Delaware limited partnership. The reporting persons
believe that LDA is controlled by The Limited Inc. and they
expect that LDA will file a Restated Statement on Schedule 13D
with the Securities and Exchange Commission regarding its
ownership of Shares.
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.
The reporting persons have no reason to believe that Mr.
Greenberg, LDA, Ms. Lutz or Mr. Silverman during the last five
years has either been convicted in a criminal proceeding or
was a party to a civil proceeding before a judicial or
administrative body 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.
(c) None of the reporting persons effected any transaction
involving Shares during the last 60 days.
LDA has advised the Issuer that it is the beneficial owner of
2,600,000 Shares. It is the holder of record of 2,800,000
Shares.
(d) No other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, Shares owned by the reporting persons.
<PAGE> 13
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
The reporting persons are parties to the Restated
Stockholders' Agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Joint Filing Agreement among the reporting persons
(previously filed).
2. Restated Stockholders' Agreement, dated as of December 23,
1992, among the Issuer, CCI, LDA and the Management
Stockholders (previously filed).
3. Amendment No. 1 to the Restated Stockholders' Agreement,
dated as of June 1, 1993 (previously filed).
4. Form of payment-in-kind promissory note to Bank of New York
from George R. Remeta, Ellen Demaio, Bradley Orloff and
Fredric E. Stern, respectively (previously filed).
5. Promissory Notes from Raphael Benaroya to Bank of New York
(previously filed).
6. Form of Repayment Agreement between Limited Service
Corporation and George R. Remeta, Ellen Demaio, Bradley Orloff
and Fredric E. Stern, respectively, is incorporated by
reference to Exhibit No. 10.21 to the Issuer's Registration
Statement on Form S-1 (Registration No. 33-44499).
7. Repayment Agreement between Limited Service Corporation and
Raphael Benaroya is incorporated by reference to Exhibit No.
10.20 to the Issuer's Registration Statement on Form S-1
(Registration No. 33-44499).
8. Form of Pledge Agreement between the Issuer and Jerry
Silverman and form of related promissory note to the Issuer
(previously filed).
9. Form of Variable Interest Installment Note to Marine
Midland Bank, N.A.. from Jerry Silverman and form of related
Unlimited Continuing Guaranty (previously filed).
10. Amendment No. 2 to the Restated Stockholders' Agreement,
dated as of February 1, 1997.
<PAGE> 14
SIGNATURE:
This joint Restated Statement on Schedule 13D is filed on behalf of
each of the following stockholders of the Issuer.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in the Restated Statement on Schedule 13D
is true, complete and correct.
Name Date
---- ----
RAPHAEL BENAROYA * February 7, 1997
_____________________
Raphael Benaroya
GEORGE R. REMETA February 7, 1997
_____________________
George R. Remeta
ELLEN DEMAIO * February 7, 1997
_____________________
Ellen Demaio
BRADLEY ORLOFF * February 7, 1997
_____________________
Bradley Orloff
FREDRIC E. STERN * February 7, 1997
_____________________
Fredric E. Stern
*By George R. Remeta, as attorney-in-fact pursuant to the power of
attorney contained in Exhibit 1 to the Statement on Schedule 13D filed on July
22, 1993.
Attention: Intentional misstatement or omissions of fact constitute federal
criminal violations (see U.S.C. 1001).
<PAGE> 15
EXHIBIT INDEX
-------------
Exhibit No. Description
----------- -----------
1. Joint Filing Agreement among the reporting persons
(previously filed).
2. Restated Stockholders' Agreement, dated as of December 23,
1992, among the Issuer, CCI, LDA and the Management
Stockholders (previously filed).
3. Amendment No. 1 to the Restated Stockholders' Agreement,
dated as of June 1, 1993 (previously filed).
4. Form of payment-in-kind promissory note to Bank of New York
from George R. Remeta, Ellen Demaio, Bradley Orloff and
Fredric E. Stern, respectively (previously filed).
5. Promissory Notes from Raphael Benaroya to Bank of New York
(previously filed).
6. Form of Repayment Agreement between Limited Service
Corporation and George R. Remeta, Ellen Demaio, Bradley Orloff
and Fredric E. Stern, respectively, is incorporated by
reference to Exhibit No. 10.21 to the Issuer's Registration
Statement on Form S-1 (Registration No. 33-44499).
7. Repayment Agreement between Limited Service Corporation and
Raphael Benaroya is incorporated by reference to Exhibit No.
10.20 to the Issuer's Registration Statement on Form S-1
(Registration No. 33-44499).
8. Form of Pledge Agreement between the Issuer and Jerry
Silverman and form of related promissory note to the Issuer
(previously filed).
9. Form of Variable Interest Installment Note to Marine
Midland Bank, N.A.. from Jerry Silverman and form of related
Unlimited Continuing Guaranty (previously filed).
10. Amendment No. 2 to the Restated Stockholders' Agreement,
dated as of February 1, 1997.
<PAGE> 1
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.
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:GEORGE R. REMETA
---------------------------
RAPHAEL BENAROYA Name: George R. Remeta
- ------------------------- Title: Vice Chairman
Raphael Benaroya
GEORGE R. REMETA LIMITED DIRECT ASSOCIATES L.P.
- ------------------------- By: LIMITED DIRECT, INC.,
George R. Remeta as general partner
BRADLEY ORLOFF
- -------------------------
Bradley Orloff By: WILLIAM K. GERBER
--------------------------
FREDRIC E. STERN Vice President
- ------------------------
Fredric E. Stern
