United Retail Group Inc/De (Other) (SC TO-T)
25 Settembre 2007 - 11:21PM
Edgar (US Regulatory)
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE TO
Tender Offer Statement Under
Section
14(d)(1) or 13(e)(1) of the
Securities Exchange Act of 1934
United Retail Group,
Inc.
(Name of Subject
Company)
Boulevard Merger Sub,
Inc.,
a wholly owned subsidiary of
Redcats USA, Inc.
(Name of Filing
Person Offerors)
Common Stock, Par Value $0.001 Per Share
(Title of Class of
Securities)
911380103
(CUSIP Number of Class of
Securities)
Eric Faintreny
Chief Executive Officer
Redcats USA, Inc.
463 Seventh Avenue
New York, NY 10018
Telephone:
(212) 613-9656
(Name, Address and Telephone
Number of Person Authorized
to Receive Notices and
Communications on Behalf of Filing Persons)
Copy To:
David A. Katz, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Telephone:
(212) 403-1000
Calculation of Filing Fee
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Transaction Valuation*
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Amount of Filing Fee**
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$208,973,758.30
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$6,415.50
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*
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Estimated for purposes of
calculating the amount of the filing fee only, in accordance
with
Rule 0-11(d)
under the U.S. Securities Exchange Act of 1934, as amended (the
Exchange Act). The transaction valuation was
calculated by multiplying the offer price of $13.70 per share by
15,253,559, the number of shares of common stock, par value
$0.001 per share (Shares), of United Retail Group,
Inc. (URGI) outstanding on a fully diluted basis as
of September 6, 2007, as represented by URGI in the
Agreement and Plan of Merger with Redcats USA, Inc. and
Boulevard Merger Sub, Inc., which Shares consist of
(a) 13,980,559 Shares issued and outstanding and
(b) 1,273,000 reserved for issuance under URGI stock plans.
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**
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The amount of the filing fee,
calculated in accordance with Section 13(e) of the Exchange
Act is calculated by multiplying the transaction valuation
amount by .00003070.
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o
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Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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Amount Previously Paid: None.
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Filing Party: Not applicable.
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Form or Registration No.: Not
applicable.
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Date Filed: Not applicable.
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o
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Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions
to which the statement relates:
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þ
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third-party tender offer subject to
Rule 14d-1.
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issuer tender offer subject to
Rule 13e-4.
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going-private transaction subject to
Rule 13e-3.
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amendment to Schedule 13D under
Rule 13d-2.
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Check the following box if the filing is a final amendment
reporting the results of the tender
offer:
o
This Tender Offer Statement on Schedule TO is filed by
Redcats USA, Inc., a Delaware corporation (Redcats
USA), and Boulevard Merger Sub, Inc., a Delaware
corporation and a wholly owned subsidiary of Redcats USA
(Offeror). This Schedule TO relates to the
offer by Offeror to purchase all of the outstanding shares of
common stock, par value $0.001 per share (the
Shares), of United Retail Group, Inc., a Delaware
corporation (URGI), including the associated rights
to purchase Series A Junior Participating Preferred Stock
of URGI, issued pursuant to the Rights Agreement, dated as of
September 14, 1999, as amended, by and between the URGI and
Continental Stock Transfer & Trust Company, as
rights agent, for $13.70 per Share, net to the seller in cash,
upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated September 25, 2007 (the
Offer to Purchase), and in the related Letter of
Transmittal, copies of which are attached to this
Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B),
respectively (which, together with any amendments or supplements
to the Offer to Purchase and the Letter of Transmittal,
collectively constitute the Offer). Pursuant to
General Instruction F to Schedule TO, the information
contained in the Offer to Purchase, including all schedules and
annexes to the Offer to Purchase, is hereby expressly
incorporated in this Schedule TO by reference in response
to items 1 through 11 of this Schedule TO and is
supplemented by the information specifically provided for in
this Schedule TO. The Agreement and Plan of Merger, dated
as of September 10, 2007, by and among URGI, Redcats USA
and Offeror (the Merger Agreement), a copy of which
is attached as Exhibit (d)(1) to this Schedule TO, is
incorporated in this Schedule TO by reference.
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Item 1.
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Summary
Term Sheet.
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The information set forth in the section of the Offer to
Purchase entitled Summary Term Sheet is incorporated
in this Schedule TO by reference.
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Item 2.
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Subject
Company Information.
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(a) The subject company and issuer of the securities
subject to the Offer is United Retail Group, Inc., a Delaware
corporation. Its principal executive office is located at
365 W. Passaic Street, Rochelle Park, New Jersey 07662
and its telephone number is
(201) 845-0880.
(b) This Schedule TO relates to the Offer by Offeror
to purchase all issued and outstanding Shares for $13.70 per
Share, upon the terms and subject to the conditions set forth in
the Offer to Purchase and in the related Letter of Transmittal.
The information set forth in the introduction to the Offer to
Purchase (the Introduction) is incorporated in this
Schedule TO by reference.
(c) The information concerning the principal market in
which the Shares are traded and certain high and low sales
prices for the Shares in that principal market is set forth in
Price Range of the Shares; Dividends in the Offer to
Purchase and is incorporated in this Schedule TO by
reference.
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Item 3.
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Identity
and Background of Filing Person.
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(a), (b), (c) The information set forth in the section of
the Offer to Purchase entitled Information Concerning
Redcats USA and Offeror and in Schedule I to the
Offer to Purchase is incorporated in this Schedule TO by
reference.
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Item 4.
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Terms
of the Transaction.
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(a)(1)(i)-(viii), (x), (xii) The information set forth in
the Introduction and in the sections of the Offer to Purchase
entitled Terms of the Offer, Acceptance for
Payment and Payment for Shares, Procedures for
Accepting the Offer and Tendering Shares, Withdrawal
Rights, Material U.S. Federal Income Tax
Consequences, Possible Effects of the Offer on the
Market for the Shares; NASDAQ Listing; Exchange Act
Registration; Margin Regulations and Conditions of
the Offer is incorporated in this Schedule TO by
reference.
(a)(1)(ix), (xi) Not applicable.
(a)(2)(i)-(v) and (vii) The information set forth in the
sections of the Offer to Purchase entitled Material
U.S. Federal Income Tax Consequences,
Background of the Offer; Past Contacts or Negotiations
with URGI and
2
Purpose of the Offer; the Merger Agreement;
Statutory Requirements; Appraisal Rights; Going
Private Transactions; Plans for URGI is incorporated
in this Schedule TO by reference.
(a)(2)(vi) Not applicable.
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Item 5.
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Past
Contacts, Transactions, Negotiations and
Agreements.
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(a), (b) The information set forth in the sections of the
Offer to Purchase entitled Information Concerning Redcats
USA and Offeror, Background of the Offer; Past
Contacts or Negotiations with URGI and Purpose of
the Offer; the Merger Agreement; Statutory Requirements;
Appraisal Rights; Going Private Transactions; Plans
for URGI is incorporated in this Schedule TO by
reference.
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Item 6.
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Purposes
of the Transaction and Plans or Proposals.
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(a), (c)(1), (c)(3-7) The information set forth in the
Introduction and in the sections of the Offer to Purchase
entitled Background of the Offer; Past Contacts or
Negotiations with URGI, Purpose of the Offer; the
Merger Agreement; Statutory Requirements; Appraisal Rights;
Going Private Transactions; Plans for URGI,
Dividends and Distributions and Possible
Effects of the Offer on the Market for the Shares; NASDAQ
Listing; Exchange Act Registration; Margin Regulations is
incorporated in this Schedule TO by reference.
(c)(2) None.
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Item 7.
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Source
and Amount of Funds or Other Consideration.
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(a) The information set forth in the section of the Offer
to Purchase entitled Source and Amount of Funds is
incorporated in this Schedule TO by reference.
(b), (d) Not applicable.
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Item 8.
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Interest
in Securities of the Subject Company.
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(a), (b), (c), (d), (e) The information set forth in the
Introduction and in the sections of the Offer to Purchase
entitled Information Concerning Redcats USA and
Offeror, Background of the Offer; Past Contacts or
Negotiations with URGI, Purpose of the Offer; the
Merger Agreement; Statutory Requirements; Appraisal Rights;
Going Private Transactions; Plans for URGI and
in Schedule I to the Offer to Purchase is incorporated in
this Schedule TO by reference.
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Item 9.
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Persons/Assets,
Retained, Employed, Compensated or Used.
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(a) The information set forth in the Introduction and in
the section of the Offer to Purchase entitled Fees and
Expenses is incorporated in this Schedule TO by
reference.
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Item 10.
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Financial
Statements of Certain Bidders.
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(a), (b) Not applicable.
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Item 11.
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Additional
Information.
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(a)(1) The information set forth in the sections of the Offer to
Purchase entitled Information Concerning Redcats USA and
Offeror and Purpose of the Offer; the Merger
Agreement; Statutory Requirements; Appraisal Rights; Going
Private Transactions; Plans for URGI, is
incorporated in this Schedule TO by reference.
(a)(2), (a)(3) The information set forth in the sections of the
Offer to Purchase entitled Purpose of the Offer; the
Merger Agreement; Statutory Requirements; Appraisal Rights;
Going Private Transactions; Plans for URGI,
3
Conditions of the Offer and Legal Matters;
Required Regulatory Approvals is incorporated in this
Schedule TO by reference.
(a)(4) The information set forth in the section of the Offer to
Purchase entitled Possible Effects of the Offer on the
Market for the Shares; NASDAQ Listing; Exchange Act
Registration; Margin Regulations is incorporated in this
Schedule TO by reference.
(a)(5) None.
(b) The information set forth in the Offer to Purchase is
incorporated in this Schedule TO by reference.
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(a)(1)(A)
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Offer to Purchase, dated
September 25, 2007.
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(a)(1)(B)
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Form of Letter of Transmittal.
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(a)(1)(C)
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Form of Notice of Guaranteed
Delivery.
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(a)(1)(D)
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Form of Letter to Brokers,
Dealers, Commercial Banks, Trust Companies and Other
Nominees.
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(a)(1)(E)
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Form of Letter to Clients for use
by Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
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(a)(1)(F)
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Form of Notice to Participants in
the United Retail Group Retirement Savings Plan Relating to the
Offer for URGI Common Stock.
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(a)(1)(G)
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Guidelines for Certification of
Taxpayer Identification Number (TIN) on Substitute
Form W-9.
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(a)(5)(A)
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Press Release Issued by Redcats
USA and URGI, dated September 11, 2007, Announcing the
Execution of the Merger Agreement between Redcats USA and URGI
(incorporated in this Schedule TO by reference to the
Schedule TO-C
filed by Redcats USA on September 12, 2007).
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(a)(5)(B)
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Form of Summary Advertisement
Published in the
Wall Street Journal
on
September 25, 2007.
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(d)(1)
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Agreement and Plan of Merger,
dated as of September 10, 2007, by and among Redcats USA,
Offeror and URGI (incorporated in this Schedule TO by reference
to the Form 8-K filed by URGI on September 12, 2007).
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(d)(2)
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Share Tender Agreement, by and
between Redcats USA, Offeror, URGI and Raphael Benaroya, dated
as of September 10, 2007 (incorporated in this
Schedule TO by reference to the
Form 8-K
filed by URGI on September 12, 2007).
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(d)(3)
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Amendment to Employment Agreement,
by and between URGI, Redcats USA and Raphael Benaroya, dated as
of September 10, 2007 (incorporated in this
Schedule TO by reference to the
Form 8-K
filed by URGI on September 12, 2007).
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(d)(4)
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Amendment to Employment Agreement,
by and between URGI, Redcats USA and George Remeta, dated as of
September 10, 2007 (incorporated in this Schedule TO
by reference to the
Form 8-K
filed by URGI on September 12, 2007).
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(d)(5)
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Amendment to Employment Agreement,
by and between URGI, Redcats USA and Kenneth Carroll, dated as
of September 10, 2007 (incorporated in this
Schedule TO by reference to the
Form 8-K
filed by URGI on September 12, 2007).
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Item 13.
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Information
Required by
Schedule 13E-3.
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Not applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule TO
is true, complete and correct.
Dated: September 25, 2007
REDCATS USA, INC.
Name:
Eric
Faintreny
Title:
Chief
Executive Officer
BOULEVARD MERGER SUB, INC.
Name:
Eric
Faintreny
Title:
President
5
EXHIBIT INDEX
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(a)(1)(A)
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Offer to Purchase, dated
September 25, 2007.
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(a)(1)(B)
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Form of Letter of Transmittal.
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(a)(1)(C)
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Form of Notice of Guaranteed
Delivery.
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(a)(1)(D)
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Form of Letter to Brokers,
Dealers, Commercial Banks, Trust Companies and Other
Nominees.
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(a)(1)(E)
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Form of Letter to Clients for use
by Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
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(a)(1)(F)
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Form of Notice to Participants in
the United Retail Group Retirement Savings Plan Relating to the
Offer for URGI Common Stock.
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(a)(1)(G)
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Guidelines for Certification of
Taxpayer Identification Number (TIN) on Substitute
Form W-9.
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(a)(5)(A)
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Press Release Issued by Redcats
USA and URGI, dated September 11, 2007, Announcing the
Execution of the Merger Agreement between Redcats USA and URGI
(incorporated in this Schedule TO by reference to the
Schedule TO-C
filed by Redcats USA on September 12, 2007).
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(a)(5)(B)
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Form of Summary Advertisement
Published in the
Wall Street Journal
on
September 25, 2007.
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(d)(1)
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Agreement and Plan of Merger,
dated as of September 10, 2007, by and among Redcats USA,
Offeror and URGI (incorporated in this Schedule TO by
reference to the
Form 8-K
filed by URGI on September 12, 2007).
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(d)(2)
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Share Tender Agreement, by and
between Redcats USA, Offeror, URGI and Raphael Benaroya, dated
as of September 10, 2007 (incorporated in this
Schedule TO by reference to the
Form 8-K
filed by URGI on September 12, 2007).
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(d)(3)
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Amendment to Employment Agreement,
by and between URGI, Redcats USA and Raphael Benaroya, dated as
of September 10, 2007 (incorporated in this
Schedule TO by reference to the
Form 8-K
filed by URGI on September 12, 2007).
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(d)(4)
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Amendment to Employment Agreement,
by and between URGI, Redcats USA and George Remeta, dated as of
September 10, 2007 (incorporated in this Schedule TO
by reference to the
Form 8-K
filed by URGI on September 12, 2007).
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(d)(5)
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Amendment to Employment Agreement,
by and between URGI, Redcats USA and Kenneth Carroll, dated as
of September 10, 2007 (incorporated in this
Schedule TO by reference to the
Form 8-K
filed by URGI on September 12, 2007).
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6
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