<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
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)
November 20, 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 ___.
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)
OO
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 5,275,574
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON
WITH 10. SHARED DISPOSITIVE POWER
5,275,574
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,275,574
12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES (SEE INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.8%
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)
OO
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 5,275,574
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON
WITH 10. SHARED DISPOSITIVE POWER
5,275,574
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,275,574
12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES (SEE INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.8%
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)
OO
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 5,275,574
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON
WITH 10. SHARED DISPOSITIVE POWER
5,275,574
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,275,574
12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES (SEE INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.8%
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)
OO
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 5,275,574
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON
WITH 10. SHARED DISPOSITIVE POWER
5,275,574
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,275,574
12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES (SEE INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.8%
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)
OO
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 5,275,574
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON
WITH 10. SHARED DISPOSITIVE POWER
5,275,574
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,275,574
12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES (SEE INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.8%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
<PAGE> 7
CUSIP No. 911380103
STATEMENT ON SCHEDULE 13D - AMENDMENT NO. 3
ITEM 1. SECURITY AND ISSUER.
Common Stock, $.001 par value per share ("Shares"), of 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.
Not Applicable.
<PAGE> 8
ITEM 4. PURPOSE OF TRANSACTION.
All the reporting persons purchased Shares and acquired
employee stock options for investment. (Certain of the
reporting persons sold the Shares they purchased.)
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, except to fill one vacancy;
(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 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%
</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. 2,100,000 -0- 2,100,000 16.0%
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"), which is incorporated herein by reference to
Exhibit No. 2 hereto. 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, one is a person nominated by Limited Direct
Associates, L.P. ("LDA") and six are persons ("Public
Directors") who are not affiliates of (w) Mr. Benaroya, (x)
certain executives of the Issuer or (y) Mr. 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, 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; and
<PAGE> 11
(iv) the rights of Mr. Benaroya and LDA to nominate a
Director 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 power,
either solely or jointly with a spouse, 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 power, either solely or jointly with a spouse, 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 and the pledges of shares of Common Stock referred
to in Item 6 below, each of the reporting persons has the
power, either solely or jointly with a spouse, 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 power, either solely or
jointly with a spouse, 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
6866 Touchtown Circle
Palm Beach Gardens, FL 33418
<PAGE> 12
(ii) Limited Direct Associates, L.P.
Three Limited Parkway
Columbus, OH 43216
(iii) Cheryl A. Lutz
4408 F Street
Sacramento, CA 95819
(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.
Ms. Lutz is an employee of the Issuer and is a citizen of the
United States.
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.
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.
(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, which is incorporated herein by
reference to Exhibit No. 2 hereto.
The Shares purchased on February 13, 1998 by each of Mr.
Benaroya and Mr. Remeta have been pledged to the
Company to secure payment of a loan to him by the Company to
finance the withholding taxes incurred by him in connection
with the purchase. Mr. Benaroya purchased 777,925 Shares. Mr.
Remeta purchased 116,888 Shares.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.
The Employment Agreements, dated November 20, 1998, between
the Company and Raphael Benaroya and George R. Remeta,
respectively, contain provisions that accelerate the
exercisability of unvested employee stock options in the
event of termination without cause, as defined in the
Employment Agreements. In the event of termination without
cause, unvested employee stock options to purchase 258,430
shares by Mr. Benaroya and 121,000 shares by Mr. Remeta will
become fully exercisable immediately. The Employment
Agreements, and the stock option agreements between the
Company and Messrs. Benaroya and Remeta, respectively, also
provide for the acceleration of unvested options in the event
of a change of control of the Company, as defined therein.
The Employment Agreements are incorporated herein by
reference to Exhibit Nos. 3.7 and 3.8
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Joint Filing Agreement among the reporting persons
(filed on July 22, 1993).
2. Restated Stockholders' Agreement among the Issuer, CCI,
LDA and the Management Stockholders, and Amendment Nos. 1,2
and 3 thereto (filed on November 16, 1998).
3.1. Restated 1990 Stock Option Plan as of March 6, 1998
(filed on November 16, 1998).
3.2. Restated 1990 Stock Option Plan as of May 28, 1996
(filed on November 16, 1998).
3.3. Restated 1996 Stock Option Plan as of March 6, 1998
(filed on November 16, 1998).
3.4. Restated 1989 Management Stock Option Plan as of
May 6, 1998 (filed on November 16, 1998).
3.5. 1998 Stock Option Agreement between the Issuer and
Raphael Benaroya (filed on November 16, 1998).
3.6. 1998 Stock Option Agreement between the Issuer and
George R. Remeta (filed on November 16, 1998).
3.7 Employment Agreement, dated November 20, 1998, between
the Issuer and Raphael Benaroya.
3.8 Employment Agreement, dated November 20, 1998, between
the Issuer and George R. Remeta.
<PAGE> 14
SIGNATURE:
This joint Schedule 13D Amendment No. 3 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 Schedule 13D Amendment No. 3 is true,
complete and correct.
Name Date
---- ----
RAPHAEL BENAROYA * November 25, 1998
----------------------
Raphael Benaroya
/s/ GEORGE R. REMETA November 25, 1998
----------------------
George R. Remeta
ELLEN DEMAIO * November 25, 1998
----------------------
Ellen Demaio
BRADLEY ORLOFF * November 25, 1998
----------------------
Bradley Orloff
FREDRIC E. STERN * November 25, 1998
----------------------
Fredric E. Stern
*By /s/ 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
(filed on July 22, 1993).
2. Restated Stockholders' Agreement among the Issuer, CCI, LDA
and the Management Stockholders and Amendment Nos. 1,2
and 3 thereto (filed on November 16, 1998).
3.1. Restated 1990 Stock Option Plan as of March 6, 1998 (filed on
November 16, 1998).
3.2. Restated 1990 Stock Option Plan as of May 28, 1996 (filed on
November 16, 1998).
3.3. Restated 1996 Stock Option Plan as of March 6, 1998 (filed
on November 16, 1998).
3.4. Restated 1989 Management Stock Option Plan as of
May 6, 1998 (filed on November 16, 1998).
3.5. 1998 Stock Option Agreement between the Issuer and
Raphael Benaroya (filed on November 16, 1998).
3.6. 1998 Stock Option Agreement between the Issuer and
George R. Remeta (filed on November 16, 1998).
3.7 Employment Agreement, dated November 20, 1998, between the
Issuer and Raphael Benaroya.
3.8 Employment Agreement, dated November 20, 1998, between the
Issuer and George R. Remeta.
<PAGE> 1
Exhibit No. 3.7
EMPLOYMENT AGREEMENT
Agreement made as of the 20th day of November, 1998, between UNITED
RETAIL GROUP, INC., a Delaware corporation, with principal offices at 365 West
Passaic Street, Rochelle Park, New Jersey 07662-6563 (the "Company"), and
RAPHAEL BENAROYA, residing at 179 Lincoln Street, Englewood, New Jersey 07631
(the "Executive").
WHEREAS, the Executive has been employed by the Company as its
Chairman of the Board, President and Chief Executive Officer;
WHEREAS, the Company desires to continue the services of the
Executive, and the Executive desires to continue to provide such services to the
Company, on the terms set forth in this Agreement;
WHEREAS, the provisions of this Agreement were recommended by the
Compensation Committee of the Company's Board of Directors on November 9, 1998;
and
WHEREAS, this Agreement was reviewed by special counsel to the Company
and approved by the Company's Board of Directors on November 20, 1998.
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. DEFINITIONS.
(a) Affiliated Companies shall mean, with respect to the Company, any
corporation, limited partnership, general partnership,
association, joint-stock company, joint venture, trust, bank,
trust company, land trust, business trust, fund or any organized
group of persons, whether or not a legal entity, that is directly
or indirectly controlled by the Company.
(b) Base Salary shall have the meaning set forth in Section 4(a).
(c) Board of Directors shall mean the Board of Directors of the
Company.
(d) Business of the Company shall mean the operation of a retail store
chain which markets and sells apparel for women principally in
sizes 14 and larger and any other future business in which the
Company and its subsidiaries and Affiliated Companies engage that
produces more than 10% of the Company's consolidated sales.
<PAGE> 1
Exhibit No. 3.8
EMPLOYMENT AGREEMENT
Agreement made as of the 20th day of November, 1998, between UNITED
RETAIL GROUP, INC., a Delaware corporation, with principal offices at 365 West
Passaic Street, Rochelle Park, New Jersey 07662-6563 (the "Company"), and GEORGE
R. REMETA, residing at 25 Lee Way, Oakland, New Jersey 07436 (the "Executive").
WHEREAS, the Executive has been employed by the Company as its Vice
Chairman, Secretary and Chief Financial Officer;
WHEREAS, the Company desires to continue the services of the Executive,
and the Executive desires to continue to provide such services to the Company,
on the terms set forth in this Agreement;
WHEREAS, the provisions of this Agreement were recommended by the
Compensation Committee of the Company's Board of Directors on November 9, 1998;
and
WHEREAS, this Agreement was reviewed by special counsel to the Company
and approved by the Company's Board of Directors on November 20, 1998.
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. DEFINITIONS.
(a) Affiliated Companies shall mean, with respect to the Company, any
corporation, limited partnership, general partnership,
association, joint-stock company, joint venture, trust, bank,
trust company, land trust, business trust, fund or any organized
group of persons, whether or not a legal entity, that is directly
or indirectly controlled by the Company.
(b) Base Salary shall have the meaning set forth in Section 4(a).
(c) Board of Directors shall mean the Board of Directors of the
Company.
(d) Business of the Company shall mean the operation of a retail store
chain which markets and sells apparel for women principally in
sizes 14 and larger and any other future business in which the
Company and its subsidiaries and Affiliated Companies engage that
produces more than 10% of the Company's consolidated sales.
