<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.
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(Name of Issuer)
Common Stock ($.001 Par Value)
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(Title of Class of Securities)
911380103
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(CUSIP Number)
George R. Remeta, 365 West Passaic Street, Rochelle Park, NJ 07662
(201) 909-2110
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 10, 1999
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(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).
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SCHEDULE 13D
CUSIP No. 911380103
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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 (a) [ ]
(SEE INSTRUCTIONS) (b) [X]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
- ------------------------------------------------------------------------------
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
- -------------------------------------------------------------------------------
| |
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | -0-
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 8 | SHARED VOTING POWER
REPORTING | | 4,720,410
PERSON WITH |_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| | -0-
|-----|--------------------------------------------------------
| |
| 10 | SHARED DISPOSITIVE POWER
| | 4,720,410
- ---------------|-----|---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,720,410
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.5%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
- ------------------------------------------------------------------------------
<PAGE>
SCHEDULE 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 (a) [ ]
(SEE INSTRUCTIONS) (b) [X]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
- ------------------------------------------------------------------------------
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.
- -------------------------------------------------------------------------------
| |
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | -0-
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 8 | SHARED VOTING POWER
REPORTING | | 4,720,410
PERSON WITH |_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| | -0-
|-----|--------------------------------------------------------
| |
| 10 | SHARED DISPOSITIVE POWER
| | 4,720,410
- ---------------|-----|---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,720,410
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.5%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
- ------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 911380103
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1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FREDRIC E. STERN
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(SEE INSTRUCTIONS) (b) [X]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
- ------------------------------------------------------------------------------
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.
- -------------------------------------------------------------------------------
| |
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | -0-
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 8 | SHARED VOTING POWER
REPORTING | | 4,720,410
PERSON WITH |_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| | -0-
|-----|--------------------------------------------------------
| |
| 10 | SHARED DISPOSITIVE POWER
| | 4,720,410
- ---------------|-----|---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,720,410
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.5%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
- ------------------------------------------------------------------------------
<PAGE>
CUSIP No. 911380103
STATEMENT ON SCHEDULE 13D AMENDMENT NO. 5
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(originally dated July 12, 1993, as amended to and including May 26, 1999)
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,
accessories and footwear.
(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
findings 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.
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Item 4. Purpose of Transaction.
All the reporting persons purchased Shares and acquired employee stock
options for investment.
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 and the sale of the underlying
Shares;
(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;
(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 within 60
days upon exercise of vested employee stock options, and the percentage
of the Shares owned beneficially by each reporting person are as
follows:
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Outstanding Vested Total %
Name Shares Owned Options Number of Class
---- ------------ ------- ------ --------
Raphael Benaroya 2,177,937 394,706 2,572,643 19.1%
George R. Remeta 341,888 164,000 505,888 3.8%
Fredric E. Stern 25,000 10,000 35,000 0.3%
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:
Outstanding Vested Total %
Name Shares Owned Options Number of Class
---- ------------ ------- ------ --------
Mort Greenberg 3,500 -0- 3,500 -
Limited Direct
Assoc. L.P. 1,600,000 -0- 1,600,000 12.2%
Cheryl A. Lutz 79 -0- 79 -
Jerry Silverman 3,300 -0- 3,300 -
(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 by
reference to Exhibit No. 2 hereto.
The Restated Stockholders' Agreement provides that the parties other
than the Issuer and CCI shall act together in connection with 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.
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, 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
<PAGE>
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.
The arrangements under the Restated Stockholders' Agreement described
above expire on July 17, 1999.
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 Touchdown Circle
Palm Beach Gardens, FL 33418
(ii) Limited Direct Associates, L.P.
Three Limited Parkway
Columbus, OH 43230
(iii) Cheryl A. Lutz
4408 F Street
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.
Ms. Lutz is an employee of Zany Brainy, with offices at 2100 Arden Way,
Sacramento, CA 95815, and is a citizen of the United States.
Mr. Silverman is the proprietor of Silverman & Associates, a real
estate consultancy, with offices at 3017 Caminto 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
<PAGE>
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 except that Mr. Stern sold 1,300 Shares
on May 12, 1999 on the NASDAQ National Market System. He sold 1,000
shares at $15.25 and 300 shares at $15.125.
LDA has advised the Issuer that it is the beneficial owner of 1,600,000
Shares after making donations to a charitable foundation of 400,000
Shares, half on May 10, 1999 and half on May 26, 1999.
(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.
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 upon the exercise of employee stock options 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. Mr. Benaroya purchased 777,925 Shares. Mr. Remeta purchased
116,888 Shares.
The Employment Agreements, dated November 20, 1998, between the Issuer
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 205,294 shares by Mr.
Benaroya and 96,000 shares by Mr. Remeta will become fully exercisable
immediately. The Employment Agreements, and the stock option agreements
between the Issuer and Messrs. Benaroya and Remeta, respectively, also
provide for the acceleration of unvested options in the event of a
change of control of the Issuer, as defined therein.
The Employment Agreements are incorporated herein by reference to
Exhibit Nos. 3.7 and 3.8 hereto.
<PAGE>
Item 7. Material 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 (filed on December 2, 1998).
3.8. Employment Agreement, dated November 20, 1998, between the Issuer
and George R. Remeta (filed on December 2, 1998).
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Signature:
This joint Statement on Schedule 13D Amendment No. 5 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 Statement on Schedule 13D
Amendment No. 5 is true, complete and correct.
Name Date
---- ----
RAPHAEL BENAROYA * May 27, 1999
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Raphael Benaroya
GEORGE R. REMETA May 27, 1999
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George R. Remeta
FREDRIC E. STERN * May 27, 1999
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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).
Schedule 13D
