United Retail Group Inc/De (Other) (SC TO-T/A)
01 Octubre 2007 - 4:30PM
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
(Amendment No. 1)
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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þ
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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:
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$6,415.50
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Filing Party:
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Redcats USA, Inc. and Boulevard Merger Sub, Inc.
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Form or Registration No.:
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Schedule TO
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Date Filed:
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September 25, 2007
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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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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 Amendment No. 1 (“Amendment No. 1”) amends and supplements the Tender Offer
Statement on Schedule TO originally filed with the U.S. Securities and Exchange Commission on
September 25, 2007 (the “Schedule TO”), 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”), relating 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, 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 (which, together with any
amendments or supplements to the Offer to Purchase and the Letter of Transmittal, collectively
constitute the “Offer”). The Offer is made pursuant to the Agreement and Plan of Merger, dated as
of September 10, 2007 (the “Merger Agreement”), by and among URGI, Redcats USA and Offeror.
All capitalized terms used in this Amendment No. 1 without definition have the meanings
ascribed to them in the Schedule TO or the Offer to Purchase.
The information in the Offer to Purchase and the related Letter of Transmittal is incorporated
in this Amendment No. 1 by reference to all of the applicable items in the Schedule TO, except that
such information is amended and supplemented to the extent specifically provided in this Amendment
No. 1.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 of the Schedule TO is amended and supplemented by adding the following text to such
Item:
“As previously indicated, Redcats USA filed a Premerger Notification and Report Form
under the HSR Act with the FTC and the Antitrust Division in connection with the purchase
of Shares in the Offer and the Merger on September 24, 2007. On October 1, 2007, Redcats
USA and URGI issued a press release announcing that the U.S. federal antitrust
authorities granted early termination of the required waiting period with respect to the
Offer and the Merger. A copy of the press release is attached as Exhibit (a)(5)(C) and
is incorporated into this document by reference. ”
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is amended and supplemented by adding the following Exhibits:
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(a)(1)(H)
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Form of Notice to Participants in the United Retail Group, Inc.
Employee Stock Purchase Plan Relating to the Offer for URGI
Common Stock.
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(a)(5)(C)
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Joint Press Release Issued by Redcats USA and URGI, dated
October 1, 2007, Announcing the Early Termination of the
Hart-Scott-Rodino Act Waiting Period.
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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.
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Dated: October 1, 2007
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REDCATS USA, INC.
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By:
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/s/ Eric Faintreny
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Name:
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Eric Faintreny
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Title:
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Chief Executive Officer
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BOULEVARD MERGER SUB, INC.
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By:
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/s/ Eric Faintreny
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Name:
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Eric Faintreny
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Title:
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President
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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)(1)(H)
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Form of Notice to Participants in the United Retail Group, Inc.
Employee Stock Purchase Plan Relating to the Offer for URGI
Common Stock
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(a)(5)(A)
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Joint 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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(a)(5)(C)
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Joint Press Release Issued by Redcats USA and URGI, dated
October 1, 2007, Announcing the Early Termination of the
Hart-Scott-Rodino Act Waiting Period
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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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*
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Previously filed on the Schedule TO, dated September 25, 2007.
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-4-
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