UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 19)
UNITED
RETAIL GROUP, INC.
(Name
of Issuer)
Common
Stock, $.001 par value per share
(together
with the associated right to purchase
one
one-hundredth of a share of
Preferred
Stock, $.001 par value per share)
(Title
of Class of Securities)
911380103
(CUSIP
Number)
Raphael
Benaroya
c/o
United Retail Group, Inc.
365
West Passaic Street
Rochelle
Park, NJ 07662
(201)
909-2000
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
October
24, 2007
(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 that is the
subject of this Schedule 13D, and is filing this schedule because of Rule
13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
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1
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NAMES
OF REPORTING PERSONS
Raphael
Benaroya
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions):
(a)
[ ]
(b)
[x]
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3
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SEC
USE ONLY:
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4
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SOURCE
OF FUNDS (see instructions):
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
or 2(e)
[ ]
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION:
USA
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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7
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SOLE
VOTING POWER
132,500
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8
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SHARED
VOTING POWER
0
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9
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SOLE
DISPOSITIVE POWER
132,500
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10
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SHARED
DISPOSITIVE POWER
0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
132,500
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
instructions):
[ ]
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.9%
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14
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TYPE
OF REPORTING PERSON (see instructions):
IN
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This
Amendment No. 19 amends and
supplements the Schedule 13D originally filed on July 12, 1993 with respect
to
the shares of Common Stock, $.001 par value per share (together with the
associated right to purchase one one-hundredth of a share of Preferred Stock,
$.001 par value per share, the “
Shares
”), of United Retail Group, Inc., a
Delaware corporation (the “
Issuer
”).
Item
4. Purpose of Transaction.
Item
4 is hereby amended and
supplemented as follows:
On
September 10, 2007, the Issuer,
Redcats USA, Inc., a Delaware corporation (“
Redcats
”), and Boulevard
Merger Sub, Inc., a newly formed Delaware corporation and a wholly owned
subsidiary of Redcats (“
Merger Sub
”), entered into an Agreement and Plan
of Merger (the “
Merger Agreement
”) pursuant to which Redcats and Merger
Sub commenced a cash tender offer (the “
Offer
”) to acquire all
outstanding Shares of the Issuer at a price per share equal to $13.70, net
to the sellers in cash.
Pursuant
to the Offer and the Share
Tender Agreement, by and among the reporting person, Issuer, Redcats and Merger
Sub, dated as of September 10, 2007 (the “
Tender Agreement
”), the
reporting person tendered and delivered all Owned Shares (as such term is
defined in the Tender Agreement) into the Offer. The Offer expired at
12:00 midnight, New York City time, at the end of Tuesday, October 23, 2007,
at
which time Redcats announced that all Shares tendered and delivered prior to
the
expiration of the Offer had been accepted and purchased. As a result,
the reporting person is no longer the beneficial owner of more than five percent
of the Issuer’s Shares.
Pursuant
to the terms of the Issuer’s
stock incentive plans and agreements, all options to purchase Shares and all
stock appreciation rights (“
SARs
”) vested upon completion of the
Offer. In addition, pursuant to the Issuer’s 2006 Equity-Based
Compensation and Performance Incentive Plan, all restrictions imposed on shares
of restricted stock granted thereunder lapsed upon completion of the
Offer. Accordingly, upon completion of the Offer, the reporting
person may be deemed to have beneficial ownership of 132,500 Shares underlying
his SARs and restricted stock granted under the aforementioned plans of the
Issuer.
Item
5: Interest in Securities of the Issuer.
Item
5 is hereby amended and
supplemented as follows:
(a) As
a result of the Offer, the reporting person is no longer the beneficial owner
of
more than five percent of the Issuer’s Shares as of October 24,
2007. The reporting person may be deemed to have beneficial ownership
of 132,500 Shares, which includes SARs with respect to 57,500 Shares and 75,000
Shares of restricted stock and which represents approximately 0.9% of the
outstanding Shares.
(c) The
reporting person tendered all Owned Shares (as such term is defined in the
Tender Agreement) pursuant to the Offer and the Share Tender Agreement at a
price per share equal to $13.70, net to the reporting person in
cash. The Offer expired at 12:00 midnight, New York City time, at the
end of Tuesday, October 23, 2007, at which time Redcats announced that all
Shares tendered and delivered prior to the expiration of the Offer had been
accepted and purchased. As a result, the reporting person is no
longer the beneficial owner of more than five percent of the Issuer’s
Shares.
Pursuant
to the terms of the Issuer’s stock incentive plans and agreements, all options
to purchase Shares and all SARs vested upon completion of the
Offer. In addition, pursuant to the Issuer’s 2006 Equity-Based
Compensation and Performance Incentive Plan, all restrictions imposed on shares
of restricted stock granted thereunder lapsed upon completion of the
Offer. Accordingly, upon completion of the Offer, the reporting
person may be deemed to have beneficial ownership of 132,500 Shares underlying
his SARs and restricted stock granted under the aforementioned plans of the
Issuer.
(e) As
of October 24, 2007, the reporting person ceased to be the beneficial owner
of
more than five percent of the outstanding Shares of the
Issuer. Accordingly, this Amendment constitutes the final amendment
to the Schedule 13D.
SIGNATURE
After
reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
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By:
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/s/
Raphael Benaroya
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Name:
Raphael Benaroya
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