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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended February 3, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ___________________ to ______________________
Commission file number 019774
UNITED RETAIL GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 51 0303670
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
365 WEST PASSAIC STREET, ROCHELLE PARK, NJ 07662
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (201) 845-0880
Securities registered pursuant to Section 12(b) of the 1934 Act:
Title of each class Name of each exchange on which registered
______________________________________________________________________
______________________________________________________________________
Securities registered pursuant to Section 12(g) of the 1934 Act:
COMMON STOCK, $.001 PAR VALUE PER SHARE
(Title of class)
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the
"1934 Act") during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES x NO
---- ----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
As of February 29, 1996, the aggregate market value of the voting stock of the
registrant (also referred to herein as the "Company") held by non-affiliates of
the registrant was approximately $19.1 million. For purposes of the preceding
sentence only, affiliate status was determined on the basis that all
stockholders of the registrant are non-affiliates except (i) the officers and
directors of the registrant and its subsidiaries and (ii) other stockholders who
have filed statements with the Securities and Exchange Commission (the "SEC")
under Section 13(d) of the 1934 Act reporting beneficial ownership of more than
5% of the voting stock of the registrant, regardless of the reported purpose of
their holdings.
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the 1934 Act
subsequent to the distribution of securities under a plan confirmed by a court.
YES _______ NO _______
APPLICABLE ONLY TO CORPORATE REGISTRANTS:
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
As of March 31, 1996, 12,190,375 shares of the registrant's common stock, $.001
par value per share, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The registrant's annual report for the year ended February 3, 1996 is
incorporated in part by reference in Part II of this Form 10-K.
The registrant's proxy statement for its 1996 annual meeting of stockholders is
incorporated in part by reference in Part III of this Form 10-K.
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PART I
Item 1. Business.
OVERVIEW
The Company is a leading nationwide specialty retailer of
large-size women's apparel and accessories, offering private label merchandise
with a "designer" look. The Company's merchandising strategy is to offer its
customers merchandise of the same quality and variety available in smaller
sizes. The Company operates 576 stores in 37 states principally under the names
The Avenue(R) and Sizes Unlimited.
CUSTOMER BASE
The Company seeks to serve the mass market and targets
fashion-conscious women between 18 and 50 years of age who wear size 14 or
larger. The Company believes that this market is underserved by many department
and specialty retail stores that do not offer wide selections of fashionable
large-size women's apparel. In addition, the large-size customer often has fewer
store alternatives in nearby shopping malls and strip shopping centers than her
smaller-size counterpart.
HISTORY
The Company was incorporated in 1987 and completed its initial
public offering in 1992. The Company's current business resulted from an
internal reorganization at The Limited, Inc. ("The Limited") in 1987, in which
The Limited combined its underperforming The Avenue(R) store group (then
operating under the Lerner Woman trade name) with the Sizes Unlimited store
group. Raphael Benaroya, the Company's Chairman of the Board, President and
Chief Executive Officer, and his management team were selected to design and
implement a plan to turn around the combined businesses. In the spring of 1988,
management launched its business plan, which was designed to increase average
store sales and close stores with low sales potential. From the beginning of
Fiscal 1988 through Fiscal 1991, the Company focused on rationalizing its store
base by closing 64 stores while opening only 37 new stores. The business plan
also focused on improving merchandise quality and fit, introducing more
fashionable lines, enhancing the store shopping experience with strong
merchandise presentations and upgraded customer service, renovating existing
stores and designing and building new-store prototypes.
From Fiscal 1992 through Fiscal 1995, the Company expanded its
store base by opening individual new stores and by acquiring groups of closed
stores from other retail chains. See, "Management's Discussion and Analysis of
Financial Condition and Results of Operations."
MERCHANDISING AND MARKETING
The Company's strategy is to offer its customers a "designer"
look in moderately priced private label merchandise. It emphasizes consistency
of merchandise quality and fit and aggressively updates its merchandise
selections to reflect customer demand and fashion trends. The apparel industry
is subject to rapidly changing consumer fashion preferences and the Company's
performance depends on its ability to respond quickly to changes in fashion.
Each store operated by the Company offers selections of casual
wear, career apparel, specialty items and accessories. The casual wear
assortment includes comfortably fitted jeans, slacks, T-shirts, skirts, active
wear and sweaters. Casual wear comprises the majority of the Company's sales.
The career assortment includes skirts, soft blouses, jackets, suits, dresses and
coats. Specialty items include a full line of sleepwear and lingerie.
Accessories include earrings, pins, scarves, socks, hosiery and a selection of
gift items. The Company offers most of its merchandise at popular or moderate
price
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points, including blouses in the $20 to $40 price range, jeans and slacks
in the $20 to $35 price range and dresses and suits in the $49 to $99 price
range.
The Company promotes private label merchandise, which has
higher gross profit margins and which the Company believes creates an exclusive
"designer" image that helps distinguish it from competitors. Through careful
brand management, including consistent imaging of its private label merchandise,
the Company believes it enhances brand recognition and the customer's perception
of value. Branded private label merchandise includes casual wear (Forelli(R))
and career apparel (Adrian Jordan(R)). The Avenue(R) label is also used on both
casual wear and career apparel. Private label garments are tagged, packaged and
presented at the Company's stores in a manner consistent with more expensive
garments with national brand names.
The Company develops new merchandise assortments on average
six times each year. Merchandise selection is allocated to each store based on
many factors, including store location, store profile and sales experience. The
Company regularly updates each store's profile based on its customers' fashion
and price preferences and local demographics. The Company's point-of-sale
systems gather financial, credit, inventory and other statistical information
from each store on a daily basis. This information is then used to evaluate and
adjust each store's merchandise mix on a weekly basis.
The Company uses creative merchandise displays, distinctive
signage and upscale packaging that, combined with attractive store decor, create
an atmosphere comparable to that of other quality specialty retailers and
department stores. To further stimulate store traffic, the Company frequently
uses credit card inserts with announcements of upcoming events.
MERCHANDISE DISTRIBUTION AND INVENTORY MANAGEMENT
The Company believes that short production schedules and rapid
movement of merchandise from manufacturers to its stores are vital to minimize
business risks arising from changing fashion trends.
The Company uses a centralized distribution system, under
which all merchandise is received, processed and distributed through a
distribution complex located in Troy, Ohio. Merchandise received at the
distribution center is promptly assigned to individual stores, packed for
delivery and shipped to the stores.
The Company maintains a worldwide logistics network of agents
and space availability arrangements to support the in-bound movement of
merchandise into the distribution complex. The out-bound system consists of
common carrier line haul routes connecting the distribution complex to a network
of delivery agents. This system enables the Company to provide every store with
frequent deliveries. The Company does not own or operate trucks or trucking
facilities.
The Company manages its inventory levels, merchandise
allocation to stores and sales replenishing for each store through its
computerized management information systems, which enable the Company to profile
each store and evaluate and adjust each store's merchandise mix on a weekly
basis. New merchandise is allocated by style, color and size immediately before
shipment to stores to achieve a merchandise assortment that is suited to each
store's customer base.
The Company's inventory management strategy is designed to
maintain targeted inventory turnover rates and minimize the amount of unsold
merchandise at the end of a season by closely comparing sales and fashion trends
with on-order merchandise and making necessary purchasing adjustments.
Additionally, the Company uses markdowns and promotions as necessary.
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MANAGEMENT INFORMATION SYSTEMS
The applications software for the Company's management
information systems was acquired by the Company from The Limited. The Company's
management information systems consist of a full range of store, financial and
merchandising systems, including credit, inventory distribution and control,
sales reporting, accounts payable, cash/credit, merchandise reporting and
planning. All of the Company's stores have point-of-sale terminals that transmit
daily information on sales by merchandise category as well as style, color and
size. The Company evaluates this information, together with its report on
merchandise shipments to the stores, to implement merchandising decisions
regarding markdowns, reorders of fast-selling items and allocation of
merchandise. In addition, the Company's headquarters and distribution center are
linked through an interactive computer network.
Company employees located at its headquarters maintain and
support the applications software, operations, networking and point-of-sale
functions of the Company's management information systems. The hardware and
systems software for the Company's management information systems are maintained
by Integrated Systems Solutions Corporation ("ISSC"), a wholly-owned subsidiary
of IBM. The computer hardware used in processing is located in Lexington,
Kentucky, at a facility operated by ISSC.
PURCHASING
Separate groups of merchants are responsible for different
categories of merchandise. See, also, "Management's Discussion and Analysis of
Financial Condition and Results of Operations." Most of the merchandise
purchased by the Company consists of either manufacturer's "line merchandise"
produced under the Company's private label or custom designed garments produced
for the Company by contract manufacturing, also under the Company's private
labels. An item of merchandise is test marketed, whenever possible, in limited
quantities prior to mass production to help identify the current fashion
preferences of the Company's customers.
The Company provides manufacturers with strict guidelines for
size specifications and gradings to ensure proper, consistent fit across product
categories. The Company and independent sourcing agents monitor production by
manufacturers in the United States and abroad to ensure that size
specifications, grading requirements and other specifications are met.
In Fiscal 1995, a single manufacturer accounted for more than
5% but less than 10% of the Company's merchandise purchases. No manufacturer
accounted for 10% or more of the Company's merchandise purchases. Domestic
purchases (some of which are foreign-made products) are executed by Company
purchase orders. Import purchases are made in U.S. dollars and are generally
financed by letters of credit.
CREDIT SALES
The Company permits its customers to use several methods of
payment, including cash, personal checks, third-party credit cards, layaways and
its own credit cards.
All of the Company's proprietary credit cards are issued by
Citibank (South Dakota) N.A., which purchases credit card charges from the
Company daily at a discount that is adjusted annually.
COMPETITION
All aspects of the women's retail apparel business are highly
competitive. Many of the competitors are units of large national chains that
have substantially greater resources than the Company. Management believes its
principal competitors include all major national and regional department stores,
specialty retailers (including Lane Bryant, Inc. which is a subsidiary of The
Limited, and which management believes is the largest specialty retailer of
large-size women's apparel), discount stores, mail order companies, television
shopping channels and interactive electronic media.
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Management believes its merchandise selection, prices, consistency of
merchandise quality and fit, and appealing shopping experience emphasizing
strong merchandise presentations, together with its experienced management team,
management information systems and logistics capabilities, enable it to compete
in the marketplace.
TRADE NAMES AND TRADEMARKS
The Company is the owner in the United States of its principal
trademarks, The Avenue(R), Forelli(R) and Adrian Jordan(R), which are registered
with the Patent and Trademark Office. The Company is also the sublicensee of
certain national brand names. See, "Certain Relationships and Related
Transactions." The Company believes that no individual trade name or trademark
is material to the Company's competitive position in the industry. The Company
is not aware of any use of any of its trade names or principal trademarks by its
competitors that has a material effect on the Company's operations (except that
the Company has agreed not to use the Sizes Unlimited trade name in the states
of Washington and Oregon, where the Company operates stores under the trade name
Smart Size) or any material claims of infringement or other challenges to the
Company's right to use its trade names or principal trademarks in the United
States.
EMPLOYEES
As of March 16, 1996, the Company employed approximately 5,300
associates, of whom approximately 2,000 worked full-time and the balance of whom
worked part-time. Considerable seasonality is associated with employment levels.
Approximately 80 store associates are covered by collective bargaining
agreements. The Company believes that its relations with its associates are
good.
SEASONALITY
The Company's business is seasonal, with the first half of
each fiscal year providing a greater portion of the Company's annual net sales
and operating income. See, "Management's Discussion and Analysis of Financial
Condition and Results of Operations."
Item 2. Properties.
As of February 29, 1996, the Company operated stores in 37
states:
Alabama 6 Nevada 1
Arizona 5 New Hampshire 4
Arkansas 1 New Jersey 39
California 87 New Mexico 1
Colorado 1 New York 56
Connecticut 13 North Carolina 10
Delaware 2 Ohio 23
Florida 25 Oklahoma 4
Georgia 21 Oregon 6
Illinois 48 Pennsylvania 21
Indiana 8 Rhode Island 2
Iowa 2 South Carolina 10
Kentucky 5 Tennessee 13
Louisiana 11 Texas 39
Maine 1 Utah 1
Maryland 18 Virginia 12
Massachusetts 21 Washington 10
Michigan 29 Wisconsin 11
Missouri 9
Total: 576
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Of the Company's stores, 303 were in strip shopping centers,
243 were in shopping malls, and 30 were in downtown shopping districts. Stores
generally range in size from 2,500 to 6,000 net square feet. The Company leases
all its store locations.
The Company leases its executive offices, which consist of
approximately 56,000 square feet and are located in an office building at 365
West Passaic Street, Rochelle Park, New Jersey. The office lease has a term
ending in August 1999.
The Company owns a 128-acre site on Interstate 75 in Troy,
Ohio, on which its national distribution center is located. The national
distribution center is equipped to service 900 stores. The site is adequate for
a total of four similar facilities.
Item 3. Legal Proceedings.
The Company is involved in various routine legal proceedings
incidental to the conduct of its business and maintains reserves that include,
among other things, the estimated cost of uninsured payments to accident victims
and payments to vendors of goods and services resulting from certain disputes.
Management believes that, giving effect to reserves, these legal proceedings
will not have a material adverse effect on the financial condition or results of
operations of the Company.
No material pending legal proceeding to which the Company was
a party was terminated during the fourth quarter of the fiscal year ended
February 3, 1996.
Item 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
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PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters.
The section captioned "Shareholder Information" in the
registrant's 1995 annual report to stockholders is incorporated herein by
reference. (Only those portions of the 1995 annual report to stockholders
incorporated by reference in another document filed with the SEC shall be deemed
"filed" in accordance with the rules and regulations promulgated by the SEC.)
Item 6. Selected Financial Data.
The section captioned "Selected Financial Data" in the
registrant's 1995 annual report to stockholders is incorporated herein by
reference.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
The section captioned "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in the registrant's 1995 annual
report to stockholders is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data.
The section captioned "Consolidated Financial Statements" in
the registrant's 1995 annual report to stockholders is incorporated herein by
reference.
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.
Not applicable.
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PART III
Item 10. Directors and Executive Officers of the Registrant.
The subsections captioned "Election of Directors - Nominees"
and " - Business Experience" in the registrant's proxy statement for its 1996
annual meeting of stockholders (the "Proxy Statement") is incorporated herein by
reference.
In addition to Raphael Benaroya and George R. Remeta, the
executive officers of the registrant or its subsidiaries are:
Charles R. Wilkinson, age 51, has been the Executive Vice
President - Organizational Development of United Retail Incorporated, a
subsidiary of the registrant, since June 1991. He was employed at The Children's
Place, Inc., a chain of retail children's apparel stores, as Chief Executive
Officer since before 1991.
Kenneth P. Carroll, age 53, was the Company's Vice President -
General Counsel from March 1992 to March 1996, when he was elected the Senior
Vice President - General Counsel. Previously, he was a member of Bachner, Tally,
Polevoy & Misher, a law firm, since before 1991.
Ellen Demaio, age 38, has been employed by United Retail
Incorporated as a merchant since before 1991. In 1992, she was elected a Vice
President - Merchandise of United Retail Incorporated and in 1994 she was
elected the Senior Vice President - Merchandise of United Retail Incorporated.
Julie L. Daly, age 41, has been the Vice President - Planning
and Distribution of United Retail Incorporated since May 1991, and previously
was employed by United Retail Incorporated in merchandise planning positions
since before 1991.
Kent Frauenberger, age 49, has been the Vice President -
Logistics of United Retail Logistics Operations Incorporated, a subsidiary of
the registrant, since May l993. Previously, he was Manager of Business
Development of Exel Logistics Inc., a logistics firm, through 1992. Previously,
he was Director of Distribution of Mervyns, a division of Dayton Hudson Corp., a
retail store chain, since before 1991.
Jon Grossman, age 38, has been the Vice President - Finance of
the Company since May 1992. Previously, he served the Company as its Director of
Financial Reporting since before 1991.
Alan R. Jones, age 48, has been the Vice President - Real
Estate of United Retail Incorporated since November 1994. Previously, he was
Vice President - Real Estate of Payless Shoesource, a division of May Department
Stores, Inc., since before 1991.
Bradley Orloff, age 38, has been the Vice President -
Marketing of United Retail Incorporated since May 1991. He previously served
United Retail Incorporated in marketing positions since before 1991.
Robert Portante, age 44, has been the Vice President - MIS of
United Retail Incorporated since November 1994. Previously, he was Vice
President - MIS of Brooks Fashion Stores, Inc. ("Brooks"), a retail store chain,
since May 1991. Brooks filed as debtor in possession under the United States
Bankruptcy Code. Previously, he was Director - MIS of Brooks since before 1991.
Fredric E. Stern, age 46, has been the Vice President -
Controller of United Retail Incorporated since before 1991.
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John I. Trombley, age 47, has been the Vice President - Store
Design and Construction of United Retail Incorporated since August 1994.
Previously, he was Vice President - Store Planning of The Limited since before
1991.
The term of office of these executive officers will expire at
the 1996 annual meeting of stockholders, scheduled to be held in May 1996.
The subsection captioned "Section 16(b) Filings" in the Proxy
Statement is incorporated herein by reference.
Item 11. Executive Compensation.
The sections captioned "Executive Compensation" and "Report of
Compensation Committee" in the Proxy Statement are incorporated herein by
reference.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
The section captioned "Security Ownership of Principal
Stockholders and Management" in the Proxy Statement is incorporated herein by
reference.
Item 13. Certain Relationships and Related Transactions.
The sections captioned "Certain Transactions" and
"Compensation Committee Interlocks and Insider Participation" in the Proxy
Statement are incorporated herein by reference.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form
8-K.
The following financial statement schedule is filed herewith:
Schedule Description
-------- -----------
II Valuation of Qualifying Accounts and Reserves
The following exhibits are filed herewith:
Number Description
------ -----------
13 Sections of 1995 Annual Report to Stockholders
(including opinion of Independent Public Accountants)
that are incorporated by reference in response to the
items of the Annual Report on Form 10-K
23.1 Consent of Independent Public Accountants for the
registrant
23.2 Opinion of Independent Public Accountants on
financial statement schedule
27 Financial Data Schedule
The registrant's proxy statement on Schedule 14A for its 1996 annual meeting of
stockholders is incorporated herein by reference.
11
The following exhibits to the registrant's Current Report on Form 8-K, dated
March 22, 1996, are incorporated herein by reference:
Number Description
------ -----------
10.1 Amendment No. 7, dated March 5, 1996, to
Letter of Credit Agreement among the
Corporation, its subsidiaries and The Chase
Manhattan Bank (N.A.) ("Chase")
10.2 Amendment No. 6, dated March 5, 1996, to the
Credit Agreement among the Corporation, its
subsidiaries and Chase
10.3* Employment Agreement, dated March 1, 1996 ,
between the Corporation and Kenneth P.
Carroll
The following exhibits to the registrant's Quarterly Report on Form 10-Q for the
period ended July 29, 1995 are incorporated herein by reference:
Number in Filing Description
---------------- -----------
10.1 Amendment No. 5, dated January 31, 1995, to
the Credit Agreement among the Corporation,
its subsidiaries and Chase
10.2 Amendment No. 6, dated January 31, 1995, to
the Letter of Credit Agreement among the
Corporation, its subsidiaries and Chase
The following exhibits to the registrant's Amended Current Report on Form 8-KA,
dated May 22, 1995, are incorporated herein by reference:
Number in Filing Description
---------------- -----------
10.1 Amended and Restated Gloria Vanderbilt
Intimate Apparel Sublicense Agreement, dated
May 22, 1995, between United Retail
Incorporated and American Licensing Group
Limited Partnership ("ALGLP")
10.2 Gloria Vanderbilt Sleepwear Sublicense
Agreement, dated May 22, 1995, between
United Retail Incorporated and ALGLP
The following exhibits to the registrant's Annual Report on Form 10-K for the
year ended January 28, 1995 are incorporated herein by reference:
Number in Filing Description
---------------- -----------
10.1* Incentive Compensation Program Summary
21 Subsidiaries of the Corporation
The following exhibits to the registrant's Quarterly Report on Form 10-Q for the
period ended October 29, 1994 are incorporated herein by reference:
Number in Filing Description
---------------- -----------
10.1* Restated Retirement Savings Plan
10.2* Restated Supplemental Retirement Savings
Plan
12
The following exhibit to the registrant's Quarterly Report on Form 10-Q for the
period ended July 30, 1994 is incorporated herein by reference:
Number in Filing Description
----------------- -----------
l0.2* Letter from the Corporation to Raphael
Benaroya and George R. Remeta, dated May 20,
1994, regarding their respective Restated
Employment Agreements, dated November 1,
1991
The following exhibits to the registrant's amended Annual Report on Form 10-KA
for the year ended January 29, 1994 are incorporated herein by reference:
Number in Filing Description
---------------- -----------
10.3 Amendment, dated December 6, 1993, to Credit
Agreement between the Corporation and
Citibank (South Dakota) N.A.
10.4 Term Sheet Agreement, dated as of May 4,
1993, with respect to Amended and Restated
Gloria Vanderbilt Hosiery Sublicense
Agreement
The following exhibits to the registrant's Quarterly Report on Form 10-Q for the
period ended July 31, 1993 are incorporated herein by reference:
Number in Filing Description
---------------- -----------
4.1 Amended By-Laws of the Corporation, as
amended June 1, 1993
4.2 Amendment No. 1, dated June 1, 1993, to
Restated Stockholders' Agreement
The following exhibit to the registrant's proxy statement on Schedule 14A for
its 1993 annual meeting of stockholders is incorporated herein by reference:
Restated 1990 Stock Option Plan*
The following exhibits to the registrant's Current Report on Form 8-K, dated
January 6, 1993, are incorporated herein by reference:
Number in Filing Description
---------------- -----------
4.2 Restated Stockholders' Agreement, dated
December 23, 1992, between the Corporation
and certain of its stockholders
10.1 Amendment No. 1, dated March 17, 1992, to
Letter of Credit Agreement between the
Corporation, its subsidiaries and Chase
10.2 Amendment No. 2, dated May 4, 1992, to
Letter of Credit Agreement between the
Corporation its subsidiaries and Chase
10.3 Amendment No. 3, dated July 2, 1992, to
Letter of Credit Agreement between the
Corporation , its subsidiaries and Chase
10.4 Amendment No. 1, dated May 4, 1992, to
Credit Agreement between the Corporation,
its subsidiaries and Chase
10.5 Amendment No. 2, dated July 2, 1992, to
Credit Agreement between the Corporation,
its subsidiaries and Chase
13
10.6 Second Amendment to Lease, dated June 30,
1992, to Office Lease between Mack Passaic
Street Properties Co. and Sizes Unlimited,
Inc. (now known as United Retail
Incorporated)
10.7 Guaranty of Lease, dated June 30, 1992, made
by Sizes Unlimited Holding Corporation (now
known as United Retail Holding Corporation)
to Mack Passaic Street Properties Co.
The following exhibits to the registrant's Registration Statement on Form S-1
(Registration No. 33-44499), as amended, are incorporated herein by reference:
Number in Filing Description
---------------- -----------
2.1 Acquisition Agreement, dated as of July 14,
1989, between The Limited, Inc. and Sizes
Unlimited Acquisition Corporation
3.1 Amended and Restated Certificate of
Incorporation of Registrant
4.1 Specimen Certificate for Common Stock of
Registrant
10.2.1 Software License Agreement, dated as of
April 30, 1989, between The Limited Stores,
Inc. and Sizes Unlimited, Inc.
10.2.2 Amendment to Software License Agreement,
dated December 10, 1991
10.3.1 Merchandise Handling Agreement, dated as of
April 30, 1989, among The Limited Stores,
Inc., Limited Express, Inc. and Sizes
Unlimited, Inc. and Amendment thereto, dated
October 4, 1990
10.3.2 Amendment, dated December 30, 1991, to
Merchandise Handling Agreement
10.7 Amended and Restated Gloria Vanderbilt
Hosiery Sublicense Agreement, dated as of
April 30, 1989, between American Licensing
Group, Inc. (also known as Oldco, Inc.)
(Licensee) and Sizes Unlimited, Inc.
(Sublicensee)
10.11 Office Lease, dated June 12, 1987, between
Mack Passaic Street Properties Co. and Sizes
Unlimited, Inc. and Amendment thereto dated
August 21, 1988
10.12 Amended and Restated Master Affiliate
Sublease Agreement, dated as of July 17,
1989, among Lane Bryant, Inc., Lerner
Stores, Inc. (Landlord) and Sizes Unlimited,
Inc. (Tenant) and Amendment thereto, dated
July 17, 1989
10.23* Restated Employment Agreement, dated
November 1, 1991, between the Corporation
and Raphael Benaroya
10.25* Restated Employment Agreement, dated
November 1, 1991, between the Corporation
and George R. Remeta
10.29* Restated 1989 Management Stock Option Plan,
dated November 1, 1991
10.30* Performance Option Agreement, dated July 17,
1989, between Lernmark, Inc. and Raphael
Benaroya and First Amendment thereto dated
November 1, 1991
10.31* Performance Option Agreement, dated July 17,
1989, between Lernmark, Inc. and George R.
Remeta and First Amendment thereto dated
November 1, 1991
10.32* Second Amendment, dated November 1, 1991, to
Performance Option Agreements with Raphael
Benaroya and George R. Remeta
10.33* 1991 Stock Option Agreement, dated November
1, 1991, between the Corporation and Raphael
Benaroya
10.34* 1991 Stock Option Agreement, dated November
1, 1991, between the Corporation and George
R. Remeta
10.38 Management Services Agreement dated August
26, 1989 between American Licensing Group,
Inc. and ALGLP
14
10.39 First Refusal Agreement dated as of August
31, 1989 between the Corporation and ALGLP
10.40 Credit Agreement, dated as of February 24,
1992, among the Corporation, its
subsidiaries and Chase
10.41 Letter of Credit Agreement, dated as of
February 24, 1992, among the Corporation,
its subsidiaries and Chase
The following exhibits to the registrant's Quarterly Report on Form 10-Q for the
period ended October 30, 1993 are incorporated herein by reference:
Number in Filing Description
---------------- -----------
10.1 Amendment Nos. 3 and 4, dated September 30,
1993 and November 18, 1993, respectively, to
Credit Agreement among the Corporation, its
subsidiaries and Chase
10.2 Amendment Nos. 4 and 5, dated September 30,
1993 and November 18, 1993, respectively, to
Letter of Credit Agreement among the
Corporation, its subsidiaries and Chase
- -------------------------
*A compensatory plan for the benefit of the registrant's management or
a management contract.
- -------------
(b) No Current Reports on Form 8-K were filed by the registrant during
the fiscal quarter ended February 3, 1996.
15
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
(Registrant) UNITED RETAIL GROUP, INC.
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By: /s/ RAPHAEL BENAROYA
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Raphael Benaroya, Chairman of the Board,
President and Chief Executive Officer
Date: April 11, 1996
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Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
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/s/ RAPHAEL BENAROYA
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Raphael Benaroya Chairman of the Board, April 11, 1996
Principal Executive Officer President, Chief Executive
Officer and Director
/s/ GEORGE R. REMETA
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George R. Remeta Vice Chairman, April 11, 1996
Principal Financial Officer Chief Financial Officer,
Secretary and Director
/s/ JON GROSSMAN
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Jon Grossman Vice President - Finance April 11, 1996
Principal Accounting Officer
/s/ JOSEPH A. ALUTTO
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Joseph A. Alutto Director April 11, 1996
/s/ RUSSELL BERRIE
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Russell Berrie Director April 11, 1996
/s/ JOSEPH CIECHANOVER
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Joseph Ciechanover Director April 11, 1996
/s/ ILAN KAUFTHAL
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Ilan Kaufthal Director April 11, 1996
/s/ VINCENT LANGONE
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Vincent Langone Director April 11, 1996
/s/ CHRISTINA A. MOHR
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Christina A. Mohr Director April 11, 1996
/s/ RICHARD W. RUBENSTEIN
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Richard W. Rubenstein Director April 11, 1996
16
UNITED RETAIL GROUP, INC. AND SUBSIDIARIES SCHEDULE II
AMOUNTS RECEIVABLE FROM OFFICERS
(dollars in thousands)
Balance at End of
Deductions Period
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Balance at
Beginning Amounts Amounts Non-
of Period Additions Collected Written Off Current Current
---------- --------- --------- ----------- ------- -------
Charles R. Wilkinson (1)
For the fiscal year ended January 29, 1994 $ 0 $ 0 $ 0 $0 $0 $ 0
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For the fiscal year ended January 28, 1995 $ 0 $189 $ 1 $0 $0 $188
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For the fiscal year ended February 3, 1996 $188 $ 19 $18 $0 $0 $189
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(1) The loan bore interest at Prime plus 1%.
17
UNITED RETAIL GROUP, INC. EXHIBIT INDEX
The following exhibits are filed herewith:
Number Description
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13 Sections of 1995 Annual Report to Stockholders
that are incorporated by reference in response to
the items of the Annual Report on Form 10-K
23.1 Consent of Independent Public Accountants for
the registrant
23.2 Opinion of Independent Public Accountants on
financial statement schedule
27 Financial Data Schedule
The following financial statement schedule is filed herewith:
Schedule Description
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II Valuation of Qualifying Accounts and
Reserves
The registrant's proxy statement on Schedule 14A for its 1996 annual meeting of
stockholders is incorporated herein by reference.
The following exhibits to the registrant's Current Report on Form 8-K, dated
March 22, 1996, are incorporated herein by reference:
Number Description
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10.1 Amendment No. 7, dated March 5, 1996, to Letter of
Credit Agreement among the Corporation, its
subsidiaries and The Chase Manhattan Bank (N.A.)
("Chase")
10.2 Amendment No. 6, dated March 5, 1996, to the
Credit Agreement among the Corporation, its
subsidiaries and Chase
10.3* Employment Agreement, dated March 1, 1996 between
the Corporation and Kenneth P. Carroll
The following exhibits to the registrant's Quarterly Report on Form 10-Q for the
period ended July 29, 1995 are incorporated herein by reference:
Number in Filing Description
---------------- -----------
10.1 Amendment No. 5, dated January 31, 1995, to the
Credit Agreement among the Corporation, its
subsidiaries and Chase
10.2 Amendment No. 6, dated January 31, 1995, to the
Letter of Credit Agreement among the Corporation,
its subsidiaries and Chase
The following exhibits to the registrant's Amended Current Report on Form 8-KA,
dated May 22, 1995, are incorporated herein by reference:
Number in Filing Description
10.1 Amended and Restated Gloria Vanderbilt Intimate
Apparel Sublicense Agreement, dated May 22, 1995,
between United Retail Incorporated and American
Licensing Group Limited Partnership ("ALGLP")
18
10.2 Gloria Vanderbilt Sleepwear Sublicense Agreement,
dated May 22, 1995, between United Retail
Incorporated and ALGLP
The following exhibits to the registrant's Annual Report on Form 10-K for the
year ended January 28, 1995 are incorporated herein by reference:
Number in Filing Description
10.1* Incentive Compensation Program Summary
21 Subsidiaries of the Corporation
The following exhibits to the registrant's Quarterly Report on Form 10-Q for the
period ended October 29, 1994 are incorporated herein by reference:
Number in Filing Description
10.1* Restated Retirement Savings Plan
10.2* Restated Supplemental Retirement Savings Plan
The following exhibit to the registrant's Quarterly Report on Form 10-Q for the
period ended July 30, 1994 is incorporated herein by reference:
Number in Filing Description
l0.2* Letter from the Corporation to Raphael Benaroya
and George R. Remeta, dated May 20, 1994,
regarding their respective Restated Employment
Agreements, dated November 1, 1991
The following exhibits to the registrant's amended Annual Report on Form 10-KA
for the year ended January 29, 1994 are incorporated herein by reference:
Number in Filing Description
10.3 Amendment, dated December 6, 1993, to Credit
Agreement between the Corporation and Citibank
(South Dakota) N.A.
10.4 Term Sheet Agreement, dated as of May 4, 1993,
with respect to Amended and Restated Gloria
Vanderbilt Hosiery Sublicense Agreement
The following exhibits to the registrant's Quarterly Report on Form 10-Q for the
period ended July 31, 1993 are incorporated herein by reference:
Number in Filing Description
4.1 Amended By-Laws of the Corporation, as amended
June 1, 1993
4.2 Amendment No. 1, dated June 1, 1993, to Restated
Stockholders' Agreement
The following exhibit to the registrant's proxy statement on Schedule 14A for
its 1993 annual meeting of stockholders is incorporated herein by reference:
Restated 1990 Stock Option Plan*
19
The following exhibits to the registrant's Current Report on Form 8-K, dated
January 6, 1993, are incorporated herein by reference:
Number in Filing Description
4.2 Restated Stockholders' Agreement, dated December
23, 1992, between the Corporation and certain of
its stockholders
10.1 Amendment No. 1, dated March 17, 1992, to Letter
of Credit Agreement between the Corporation, its
subsidiaries and Chase
10.2 Amendment No. 2, dated May 4, 1992, to Letter of
Credit Agreement between the Corporation , its
subsidiaries and Chase
10.3 Amendment No. 3, dated July 2, 1992, to Letter of
Credit Agreement between the Corporation , its
subsidiaries and Chase
10.4 Amendment No. 1, dated May 4, 1992, to Credit
Agreement between the Corporation , its
subsidiaries and Chase
10.5 Amendment No. 2, dated July 2, 1992, to Credit
Agreement between the Corporation, its
subsidiaries and Chase
10.6 Second Amendment to Lease, dated June 30, 1992, to
Office Lease between Mack Passaic Street
Properties Co. and Sizes Unlimited, Inc. (now
known as United Retail Incorporated)
10.7 Guaranty of Lease, dated June 30, 1992, made by
Sizes Unlimited Holding Corporation (now known as
United Retail Holding Corporation) to Mack Passaic
Street Properties Co.
The following exhibits to the registrant's Registration Statement on Form S-1
(Registration No. 33-44499), as amended, are incorporated herein by reference:
Number in Filing Description
2.1 Acquisition Agreement, dated as of July 14, 1989,
between The Limited, Inc. and Sizes Unlimited
Acquisition Corporation
3.1 Amended and Restated Certificate of Incorporation
of Registrant
4.1 Specimen Certificate for Common Stock of
Registrant
10.2.1 Software License Agreement, dated as of April 30,
1989, between The Limited Stores, Inc. and Sizes
Unlimited, Inc.
10.2.2 Amendment to Software License Agreement, dated
December 10, 1991
10.3.1 Merchandise Handling Agreement, dated as of April
30, 1989, among The Limited Stores, Inc., Limited
Express, Inc. and Sizes Unlimited, Inc. and
Amendment thereto, dated October 4, 1990
10.3.2 Amendment, dated December 30, 1991, to Merchandise
Handling Agreement
10.7 Amended and Restated Gloria Vanderbilt Hosiery
Sublicense Agreement, dated as of April 30, 1989,
between American Licensing Group, Inc. (also
known as Oldco, Inc.) (Licensee) and Sizes
Unlimited, Inc. (Sublicensee)
10.11 Office Lease, dated June 12, 1987, between Mack
Passaic Street Properties Co. and Sizes Unlimited,
Inc. and Amendment thereto dated August 21, 1988
10.12 Amended and Restated Master Affiliate Sublease
Agreement, dated as of July 17, 1989, among Lane
Bryant, Inc., Lerner Stores, Inc. (Landlord) and
Sizes Unlimited, Inc. (Tenant) and Amendment
thereto, dated July 17, 1989
10.23* Restated Employment Agreement, dated November 1,
1991, between the Corporation and Raphael Benaroya
20
10.25* Restated Employment Agreement, dated November 1,
1991, between the Corporation and George R. Remeta
10.29* Restated 1989 Management Stock Option Plan, dated
November 1, 1991
10.30* Performance Option Agreement, dated July 17, 1989,
between Lernmark, Inc. and Raphael Benaroya and
First Amendment thereto dated November 1, 1991
10.31* Performance Option Agreement, dated July 17, 1989,
between Lernmark, Inc. and George R. Remeta and
First Amendment thereto dated November 1, 1991
10.32* Second Amendment, dated November 1, 1991, to
Performance Option Agreements with Raphael
Benaroya and George R. Remeta
10.33* 1991 Stock Option Agreement, dated November 1,
1991, between the Corporation and Raphael Benaroya
10.34* 1991 Stock Option Agreement, dated November 1,
1991, between the Corporation and George R. Remeta
10.38 Management Services Agreement, dated August 26,
1989, between American Licensing Group, Inc. and
ALGLP
10.39 First Refusal Agreement, dated as of August 31,
1989, between the Corporation and ALGLP
10.40 Credit Agreement, dated as of February 24, 1992,
among the Corporation, its subsidiaries and Chase
10.41 Letter of Credit Agreement, dated as of February
24, 1992, among the Corporation, its subsidiaries
and Chase
The following exhibits to the registrant's Quarterly Report on Form 10-Q for the
period ended October 30, 1993 are incorporated herein by reference:
Number in Filing Description
10.1 Amendment Nos. 3 and 4, dated September 30, 1993
and November 18, 1993, respectively, to Credit
Agreement among the Corporation, its subsidiaries
and Chase
10.2 Amendment Nos. 4 and 5, dated September 30, 1993
and November 18, 1993, respectively, to Letter of
Credit Agreement among the Corporation, its
subsidiaries and Chase
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*A compensatory plan for the benefit of the registrant's management or
a management contract.
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