United Retail Group Inc/De (Other) (SC 14D9/A)
01 Ottobre 2007 - 11:27PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_____________
SCHEDULE
14D-9
Solicitation/Recommendation
Statement under Section 14(d)(4)
of
the Securities Exchange Act of 1934
(Amendment
No. 2)
_____________
UNITED
RETAIL GROUP, INC.
(Name
of Subject Company)
_____________
UNITED
RETAIL GROUP, INC.
(Names
of Person(s) Filing Statement)
_____________
Common
Stock, $0.001 par value per share
(including
associated Preferred Stock Purchase Right)
(Title
of Class of Securities)
_____________
911380103
(CUSIP
Number of Class of Securities)
_____________
Raphael
Benaroya
Chairman
of the Board, President and Chief Executive Officer
United
Retail Group, Inc.
365
West Passaic Street
Rochelle
Park, New Jersey 07662
(201)
845-0880
(Name,
Address and Telephone Number of Person Authorized to Receive
Notice
and Communications on Behalf of the Person(s) Filing Statement)
_____________
With
copies to:
Paul
T. Schnell, Esq.
Richard
J. Grossman, Esq.
Skadden,
Arps, Slate, Meagher & Flom LLP
4
Times Square
New
York, New York 10036
(212)
735-3000
|
[
]
Check
the box if the filing relates solely to preliminary communications made before
the commencement of a tender offer.
Introduction
This
Amendment No. 2 to Schedule 14D-9
amends and supplements the Solicitation/Recommendation Statement on Schedule
14D-9 (the “Schedule 14D-9”) originally filed with the U.S. Securities and
Exchange Commission (the “Commission”) by United Retail Group, Inc., a Delaware
corporation, on September 25, 2007, as amended by Amendment No. 1 to the
Schedule 14D-9 filed with the Commission on September 27, 2007. Except as
otherwise noted, the information set forth in the original Schedule 14D-9
remains unchanged. Capitalized terms used but not defined herein have the
meaning ascribed to them in the Schedule 14D-9.
Item
8. Additional Information
Item 8
is hereby amended and supplemented by adding the following sentence at the
end
of the subsection entitled “Regulatory Approvals”:
On
September 28, 2007, the Company was notified that the FTC and the Antitrust
Division had granted early termination of the waiting period under the HSR
Act
in connection with the purchase of shares of Common Stock pursuant to the
Offer. Accordingly, the condition to the Offer relating to the
expiration or termination of the applicable HSR Act waiting period has been
satisfied.
Item
9. Exhibits.
Item
9 of the Schedule 14D-9 is hereby
amended and supplemented by adding the following exhibits:
Exhibit
No.
|
Description
|
(a)(8)
|
Memorandum
to Participants in the Retirement Savings Plan Company Stock Fund,
dated
September 28, 2007
|
(a)(9)
|
Memorandum
to Associate Stock Purchase Plan Participants, dated October 1,
2007
|
(a)(10)
|
Joint
Press Release Issued by United Retail Group, Inc. and Redcats USA,
dated
October 1, 2007, Announcing the Early Termination of the Hart-Scott-Rodino
Act Waiting Period
|
SIGNATURE
After
due 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.
UNITED
RETAIL GROUP,
INC.
By:
_/s/
George R. Remeta______
George
R.
Remeta
Chief
Administrative
Officer
Dated: October
1, 2007
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