SC TO-T/A

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

Transaction Valuation*	Amount of Filing Fee**
$208,973,758.30	$6,415.50

* 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.

** 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.

þ 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.

Amount Previously Paid:	$6,415.50	Filing Party:	Redcats USA, Inc. and Boulevard Merger Sub, Inc.
Form or Registration No.:	Schedule TO	Date Filed:	September 25, 2007

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ third-party tender offer subject to Rule 14d-1.

o issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

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:

(a)(1)(H)      Form of Notice to Participants in the United Retail Group, Inc. Employee Stock Purchase Plan Relating to the Offer for URGI Common Stock.

(a)(5)(C)      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.

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: October 1, 2007
	REDCATS USA, INC.
	By:	/s/ Eric Faintreny
		Name:	Eric Faintreny
		Title:	Chief Executive Officer
	BOULEVARD MERGER SUB, INC.
	By:	/s/ Eric Faintreny
		Name:	Eric Faintreny
		Title:	President

-3-

EXHIBIT INDEX

(a)(1)(A)	Offer to Purchase, dated September 25, 2007*
(a)(1)(B)	Form of Letter of Transmittal*
(a)(1)(C)	Form of Notice of Guaranteed Delivery*
(a)(1)(D)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*
(a)(1)(E)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*
(a)(1)(F)	Form of Notice to Participants in the United Retail Group Retirement Savings Plan Relating to the Offer for URGI Common Stock*
(a)(1)(G)	Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9*
(a)(1)(H)	Form of Notice to Participants in the United Retail Group, Inc. Employee Stock Purchase Plan Relating to the Offer for URGI Common Stock
(a)(5)(A)	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)
(a)(5)(B)	Form of Summary Advertisement Published in the Wall Street Journal on September 25, 2007*
(a)(5)(C)	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
(d)(1)	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)
(d)(2)	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)
(d)(3)	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)
(d)(4)	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)
(d)(5)	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)

* Previously filed on the Schedule TO, dated September 25, 2007.

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EX-99.A.1.H

NOTICE TO PARTICIPANTS IN THE
UNITED RETAIL GROUP, INC. EMPLOYEE STOCK PURCHASE PLAN
RELATING TO THE TENDER OFFER FOR
UNITED RETAIL GROUP, INC. COMMON STOCK

September 25, 2007

Dear Plan Participant:

     As you may know, United Retail Group, Inc. (“United Retail”) has entered into an agreement and plan of merger providing for the acquisition of United Retail by Redcats USA, Inc. (“Redcats”). In accordance with the agreement and plan of merger, Redcats, through its wholly owned subsidiary, Boulevard Merger Sub, Inc. (“Offeror”), has commenced a tender offer to purchase all outstanding shares of common stock, par value $0.001 per share (including the associated preferred stock purchase rights), of United Retail, at a purchase price of $13.70 per share, net to seller in cash, without interest thereon (and less any required withholding taxes), upon the terms and subject to the conditions explained in the enclosed Offer to Purchase, dated September 25, 2007, and related Letter of Transmittal (which, together with the Offer to Purchase, as amended or supplemented from time to time, collectively constitute the “Offer”). The Offer describes the tender offer in detail, including the conditions that must be satisfied or waived before Offeror will purchase shares in the Offer.

     These materials are being sent to you because your account balance under the United Retail Group Inc. Employee Stock Purchase Plan (the “Plan”) includes a position in shares of United Retail common stock (“your Plan Shares”), and you have the right to direct the Administrator of your Plan Shares, Computershare Trust Company, N.A. (“Computershare”), as to whether or not to tender your Plan Shares. This letter and the enclosed materials explain the terms and conditions of the Offer and your right to direct Computershare as to whether or not to tender your Plan Shares. You should read all this information carefully. You may tender all or any portion of your Plan Shares.

     The number of shares of United Retail common stock held in your Plan account as of September 17, 2007, is shown on the enclosed green Tender Offer Instruction Form. Note that the number of shares of United Retail common stock held in your Plan account may now be different and may change by the time your Plan Shares are tendered.

     In order to give your directions to Computershare, you should complete the enclosed green Tender Offer Instruction Form and mail it to Computershare in the enclosed envelope. Your Tender Offer Instruction Form must be received by Computershare no later than 5:00 p.m. Eastern Time on Friday, October 19, 2007. In the event that the expiration date for the Offer (currently 12:00 midnight Eastern Time on Tuesday, October 23, 2007) is extended, the deadline for Computershare’s receipt of your completed Tender Offer

COY: URGI MANDATORY CORP. ACTION

Instruction Form will be extended so as to end at 5:00 p.m. Eastern Time two business days prior to the new expiration date. If your fully completed Tender Offer Instruction Form is not received by Computershare by the deadline specified above, Computershare will not tender your Plan Shares. If you sign, date and return the enclosed Tender Offer Instruction Form but do not check any box on the form, Computershare will treat your Tender Offer Instruction Form as not providing any instruction regarding the Offer and will not tender your Plan Shares.

     If you own shares of United Retail common stock only through the Plan, you should not complete the Letter of Transmittal included in the materials related to the Offer. If you own shares of United Retail in addition to your Plan Shares, you should complete the Letter of Transmittal only with respect to those non-Plan Shares. The Letter of Transmittal cannot be used to tender your Plan Shares. (Only Computershare can tender your Plan Shares.)

     By instructing Computershare to tender your Plan Shares, you are instructing the Plan to surrender those shares for cash in connection with the Offer. If the sale is completed, the cash proceeds (less any applicable taxes) will be distributed to your address of record.

     As explained more fully in the Offer, you may withdraw shares that you have previously instructed Computershare to tender before the Offer has expired and, if your Plan Shares have not been accepted for payment by October 23, 2007, you may withdraw them at any time after October 23, 2007 until your Plan Shares are accepted for payment. To revoke an instruction to tender your Plan Shares before the Offer has expired, Computershare must receive your withdrawal instruction no later than 5:00 p.m. Eastern Time on Friday, October 19, 2007 (subject to extension in the event that the expiration date for the Offer is extended as described above). Your withdrawal of your Plan Shares will be treated as an instruction not to tender your Plan Shares. This mailing relates only to shares of United Retail common stock held in your Plan account. If you own other shares of United Retail common stock outside the Plan, you should receive a separate mailing relating to those shares and you should use the Letter of Transmittal to give instructions with respect to those shares.

     Instructions to tender shares of United Retail common stock held in Plan accounts will be received and tabulated by Computershare. Computershare will not report or reveal your individual tender instructions to any directors, officers, or employees of United Retail, except as required by law.

     If you have any questions about the Offer or the completion of the Tender Offer Instruction Form, please contact MacKenzie Partners, Inc. at 1-800-322-2885.

COY: URGI MANDATORY CORP. ACTION

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UNITED RETAIL GROUP INC. EMPLOYEE STOCK PURCHASE PLAN

Tender Offer Instruction Form

     I hereby acknowledge receipt of the accompanying letter and materials relating to the Offer. I have reviewed such information regarding the Offer as I believe necessary and hereby direct Computershare Trust, N.A. (“Computershare”) as Plan Administrator of shares of United Retail common stock held in the United Retail Group, Inc. Employee Stock Purchase Plan (the “Plan”), as follows (Check one of the following):

__ Tender all of the shares of United Retail common stock allocated to my account under the Plan.

__ Do not tender any of the shares of United Retail common stock allocated to my account under the Plan.

__ Tender                      (specify number) shares of United Retail common stock allocated to my account under the Plan and do not tender the balance of any such shares allocated to my account*

* If the number of shares of United Retail common stock allocated to your account on the day your shares are tendered is less than the number you specify, all of the shares allocated to your account under the Plan will be tendered. If the number of shares of United Retail common stock allocated to your account on the day your shares are tendered is greater than the number you specify, the number you specify will be tendered and the remainder will be treated as if you had instructed the Trustee not to tender them.

Signature:

Print Name:

Date:

Social Security No.:

     I understand that if I sign, date and return this instruction form, but do not provide Computershare with specific instructions, Computershare will treat this instruction form as not providing any instruction to Computershare regarding the Offer and that Computershare in that circumstance will not tender my shares held under the Plan.

     THIS TENDER OFFER INSTRUCTION FORM MUST BE RECEIVED BY COMPUTERSHARE TRUST COMPANY, N.A. NO LATER THAN 5:00 P.M. EASTERN TIME ON FRIDAY, OCTOBER 19, 2007. PLEASE MAIL THIS TENDER OFFER INSTRUCTION FORM TO COMPUTERSHARE IN THE ENCLOSED ENVELOPE.

By Mail:	By Overnight Courier:
Computershare	Computershare
Corporate Actions	Corporate Actions
P.O. Box 43014	250 Royall Street
Providence, RI 02940-3014	Canton, MA 02021

COY: URGI MANDATORY CORP. ACTION

EX-99.A.5.C

United Retail Group and Redcats USA Announce Early Termination of
Hart-Scott-Rodino Act Waiting Period

Rochelle Park, New Jersey, and New York, New York — October 1, 2007 — United Retail Group, Inc. (NASDAQ: URGI), a specialty retailer of large-size women’s fashion apparel, and Redcats USA, Inc., a subsidiary of Redcats Group, a leading home shopping marketer of apparel and home products, today announced that the U.S. federal antitrust agencies granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in connection with Redcats USA’s pending acquisition of United Retail Group for $13.70 per share in cash. As previously announced, Redcats USA is accomplishing the acquisition of United Retail Group through a tender offer, which commenced on September 25, 2007 and is scheduled to expire at 12:00 midnight, New York City time, at the end of Tuesday, October 23, 2007, unless the tender offer is extended. The tender offer is being conducted on the terms and subject to the conditions described in the Offer to Purchase, dated September 25, 2007, and the related Letter of Transmittal, which have been filed as part of a Tender Offer Statement on Schedule TO filed with the U.S. Securities and Exchange Commission on September 25, 2007.

About United Retail Group, Inc.

United Retail Group, Inc. is a specialty retailer of large-size women’s fashion apparel, footwear and accessories featuring AVENUE^® brand merchandise. The Company operates 483 AVENUE^® stores with 2,132,000 square feet of selling space, as well as the AVENUE.COM^® website at www.avenue.com.

About Redcats Group and Redcats USA

Redcats USA is a leading catalog and online marketer of apparel and home products, operating in North America. Its primary brands are Chadwick’s^®, Roaman’s^®, Jessica London^®, KingSize^® and BrylaneHome^®. Redcats USA is a wholly owned subsidiary of the Redcats Group, the world’s third largest catalog and online group in apparel and home products operating in 28 countries, through 17 brands with a staff of 20,000 associates and a turnover of 4.33 billion euros in 2006. Redcats Group is a member of the PPR group of companies. The shares of PPR S.A. are listed on Euronext Paris (# 121485, PRTP.PA, PPFP). For more information, please visit www.ppr.com.

Important Information

Redcats USA, Inc. and its wholly owned subsidiary, Boulevard Merger Sub, Inc., have filed a Tender Offer Statement on Schedule TO containing an offer to purchase, forms of letters of transmittal and other documents relating to the tender offer, and United Retail Group has filed a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. These documents contain important information about the tender offer that should be read carefully before any decision is made with respect to the tender offer.

Stockholders of United Retail Group may obtain a free copy of these documents and other documents filed by United Retail Group or Redcats USA, Inc. with the U.S. Securities and Exchange Commission at their website, www.sec.gov. In addition, stockholders may obtain a free copy of these documents from United Retail Group by contacting United Retail Group at 365 West Passaic Street, Rochelle Park, New Jersey 07662, Attention: Investor Relations.

Contact: George R. Remeta Investor Relations:

Vice Chairman and	Cara O’Brien/Leigh Parrish
Chief Administrative Officer	Press: Melissa Merrill
United Retail Group, Inc.	Financial Dynamics
(201) 909-2110	(212) 850-5600

Redcats Group:
Vinciane Beurlet + 33 1 56 92 98 18
Vice President, Corporate Communications