UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Solicitation/Recommendation
Statement under Section 14(d)(4)
of
the Securities Exchange Act of 1934
(Amendment
No. 3)
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)
(CUSIP
Number of Class of Securities)
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)
|
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. 3 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 and Amendment
No.
2 to the Schedule 14d-9 filed with the Commission on October 1, 2007.
Except as otherwise noted, the information set forth in the original Schedule
14D-9 and the previous amendments thereto remains unchanged. Capitalized
terms used but not defined herein have the meaning ascribed to them in the
Schedule 14D-9.
Item
9. Exhibits.
Item
9 of the Schedule 14D-9 is hereby
amended and supplemented by adding the following exhibit:
|
Exhibit
No.
|
Description
|
|
(a)(10)
|
Communication
to Associates, distributed October 4,
2007
|
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
4, 2007