-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UpfmzsQeGaA8ovtWSWddgJCjSUm0uEivOQ6jrLbfwB6SXSYaF2dmMWNCcXKEwp0a CcUHIeid3x1k7R9BobwaBQ== 0000950123-98-001537.txt : 19980218 0000950123-98-001537.hdr.sgml : 19980218 ACCESSION NUMBER: 0000950123-98-001537 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980217 SROS: NONE GROUP MEMBERS: BENAROYA RAPHAEL/GRR/CRW/FS/JFW/CAL/JS GROUP MEMBERS: BRADLEY ORLOFF GROUP MEMBERS: ELLEN DEMAIO GROUP MEMBERS: FREDERIC E. STERN GROUP MEMBERS: GEORGE R. REMETA GROUP MEMBERS: RAPHAEL BENAROYA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED RETAIL GROUP INC/DE CENTRAL INDEX KEY: 0000881905 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621] IRS NUMBER: 510303670 STATE OF INCORPORATION: DE FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42996 FILM NUMBER: 98540884 BUSINESS ADDRESS: STREET 1: 365 WEST PASSAIC ST CITY: ROCHELLE PARK STATE: NJ ZIP: 07662 BUSINESS PHONE: 2018450880 MAIL ADDRESS: STREET 1: 365 W PASSAIC STREET STREET 2: 365 W PASSAIC STREET CITY: ROCHELLE PARK STATE: NJ ZIP: 07662 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BENAROYA RAPHAEL/GRR/CRW/FS/JFW/CAL/JS CENTRAL INDEX KEY: 0000903414 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 365 WEST PASSAIC ST CITY: ROCHELLE PARK STATE: NJ ZIP: 07662 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1 )* United Retail Group, Inc. ------------------------- (Name of Issuer) Common Stock ($.001 Par Value) ------------------------------ (Title of Class of Securities) 911380103 --------- (CUSIP Number) George R. Remeta, 365 West Passaic Street, Rochelle Park, NJ 07662 (201) 909-2110 -------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 13, 1998 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ___. Check the following box if a fee is being paid with the statement ___. (A fee is not required only if reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 SCHEDULE 13D CUSIP NO. 911380103 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RAPHAEL BENAROYA 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS (SEE INSTRUCTIONS) OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.; ISRAEL 7. SOLE VOTING POWER -0- NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY 5,757,437 OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH 10. SHARED DISPOSITIVE POWER 5,757,437 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,757,437 12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] CERTAIN SHARES (SEE INSTRUCTIONS) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.5% 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN 3 13D CUSIP NO. 911380103 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GEORGE R. REMETA 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS (SEE INSTRUCTIONS) OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 7. SOLE VOTING POWER -0- NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY 5,757,437 OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH 10. SHARED DISPOSITIVE POWER 5,757,437 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,757,437 12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] CERTAIN SHARES (SEE INSTRUCTIONS) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.5% 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN 4 13D CUSIP NO. 911380103 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ELLEN DEMAIO 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS (SEE INSTRUCTIONS) OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 7. SOLE VOTING POWER -0- NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY 5,757,437 OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH 10. SHARED DISPOSITIVE POWER 5,757,437 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,757,437 12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] CERTAIN SHARES (SEE INSTRUCTIONS) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.5% 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN 5 13D CUSIP NO. 911380103 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BRADLEY ORLOFF 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS (SEE INSTRUCTIONS) OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 7. SOLE VOTING POWER -0- NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY 5,757,437 OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH 10. SHARED DISPOSITIVE POWER 5,757,437 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,757,437 12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] CERTAIN SHARES (SEE INSTRUCTIONS) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.5% 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN 6 13D CUSIP NO. 911380103 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON FREDRIC E. STERN 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS (SEE INSTRUCTIONS) OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 7. SOLE VOTING POWER -0- NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY 5,757,437 OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH 10. SHARED DISPOSITIVE POWER 5,757,437 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,757,437 12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] CERTAIN SHARES (SEE INSTRUCTIONS) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.5% 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN 7 CUSIP No. 911380103 STATEMENT ON SCHEDULE 13D - AMENDMENT NO. 1 (originally dated July 12, 1993, as amended to and including February 13, 1998) ITEM 1. SECURITY AND ISSUER. Common Stock, $.001 par value per share ("Shares"), of United Retail Group, Inc. (the "Issuer"), 365 West Passaic Street, Rochelle Park, NJ 07662 ITEM 2. IDENTITY AND BACKGROUND. (a) See Item 1 of the cover pages for the names of the reporting persons. (b) The business address of the reporting persons is: c/o United Retail Group, Inc. 365 West Passaic Street Rochelle Park, NJ 07662 (c) The present principal occupation or employment of each of the reporting persons is employee of the Issuer. The Issuer operates a chain of retail specialty stores selling large size women's apparel and accessories. (d) None of the reporting persons has been convicted in a criminal proceeding during the last five years. (e) None of the reporting persons has during the last five years been a party to a civil proceeding of a judicial or administrative body and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) See Item 6 of the cover pages for the citizenship of the reporting persons. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On February 13, 1998, Raphael Benaroya and George R. Remeta purchased Shares from the Company upon the exercise of options under the Company's Restated 1989 Performance Option Plan. Mr. Benaroya purchased 777,925 Shares. Mr. Remeta purchased 116,888 Shares. The Compensation Committee of the Board of Directors of the Company unanimously waived payment of the exercise price in cash. Instead, the Committee permitted payment to be made by reducing the number of Shares otherewise issuable upon exercise of the option (937,500 Shares to Mr. Benaroya and 140,625 Shares to Mr. Remeta) by the number of Shares having a fair market value on the date of exercise equal to the gross exercise price ($937,500 for Mr. Benaroya and $140,625 for Mr. Remeta). The options exercised were nonqualified stock options under the Internal Revenue Code. During the period from February 5, 1997 to February 13, 1998, certain other employee stock options became vested in, and exercisable by each reporting person. The total number of vested options held by each reporting person is set forth in the table under ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. 8 ITEM 4. PURPOSE OF TRANSACTION. All the reporting persons purchased Shares and acquired employee stock options for investment. The reporting persons have no plans or proposals that relate to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer, except the exercise of employee stock options; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; 9 (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's certificate of incorporation or bylaws or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g) of the Securities Exchange Act (the "Act"); or (j) Any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The aggregate number of Shares beneficially owned by each reporting person, identifying Shares which there is a right to acquire upon exercise of vested employee stock options, and the percentage of the Shares owned beneficially by each reporting person is as follows:
Outstanding Vested Total % Name Shares Owned Options Number of Class ---- ------------ ------- ------ -------- Raphael Benaroya 2,277,937 308,433 2,586,370 19.3% Ellen Demaio 25,000 16,000 41,000 0.3% Bradley Orloff 22,000 12,000 34,000 0.3% George R. Remeta 341,888 116,000 457,888 3.5% Fredric E. Stern 26,300 3,000 29,300 0.2%
The reporting persons believe that the other persons who might comprise a group with the reporting persons within the meaning of Section 13(d) (3) of the Act are the beneficial owners of the following shares: 10
Outstanding Vested Total % Name Shares Owned Options Number of Class ---- ------------ ------- ------ -------- Mort Greenberg 3,500 -0- 3,500 -- Limited Direct Assoc. L.P. 2,600,000 -0- 2,600,000 19.9% Cheryl A. Lutz 79 -0- 79 -- Jerry Silverman 5,300 -0- 5,300 --
(b) the persons named in the preceding subsection, together with the Issuer and Centre Capital Investors L.P. ("CCI"), are parties to the Restated Stockholders' Agreement, dated December 23, 1992 (as amended the "Restated Stockholders' Agreement"). The Restated Stockholders' Agreement provides, among other things, that the parties other than the Issuer and CCI shall take such action, including the voting of Shares, as may be necessary to cause the Board to be elected in the following manner: (i) the Board shall consist of nine members, of whom two are persons ("Management Directors") nominated by the Chairman of the Board, two are persons ("LDA Directors") nominated by Limited Direct Associates, L.P. ("LDA") and five are persons ("Public Directors") who are not affiliates of (w) Mr. Benaroya, (x) certain executives of the Issuer or (y) Mr. Benaroya's or such executives' Permitted Transferees under the Restated Stockholders' Agreement (collectively, "Management Investors") or (z) LDA, named by the Nominating Committee and approved by the Board; (ii) if the holdings of the Management Investors increase to at least 3,010,000 Shares, the Chairman of the Board shall be entitled to nominate one additional Management Director, for a total Board membership of 10, for so long as he and his family continue to hold at least 500,000 Shares, he remains Chairman of the Board and the Management Investors continue to hold at least 2,010,000 Shares, provided, that in the event the number of Shares held by the Chairman (and his family) and the Management Investors falls below 500,000 Shares and 2,010,000 Shares, respectively, the Chairman shall thereafter nominate two persons, rather than three persons, for election as Directors; (iii) in the event of Mr. Benaroya's termination as Chairman of the Board under any circumstances, (x) he shall be entitled to nominate one Director so long as he and his family continue to hold at least 100,000 Shares, (y) one other person, who would otherwise have been nominated by him as a Director, shall be named instead by the Nominating Committee and approved by the Board and (z) if the Board then has 10 members, the Board membership shall be decreased to nine; (iv) the right of LDA to nominate shall be reduced to one Director (but the membership of the Board shall not decrease) if its holding of Shares falls below 11 500,000 Shares but remains above 100,000 Shares and one person, who would otherwise have been nominated by it as a Director, shall be named instead by the Nominating Committee and approved by the Board of Directors; and (v) the rights of Mr. Benaroya and LDA to nominate Directors shall expire if their stockholdings fall below 100,000 Shares and, in the case of Mr. Benaroya, he no longer serves as Chairman of the Board; in which case the Director who would otherwise be nominated by such party shall be named instead by the Nominating Committee and approved by the Board. The Restated Stockholders' Agreement provides that the parties other than the Issuer and CCI shall act together in connection with the election of the Board, the removal of directors and certain amendments to the by-laws of the Issuer. Accordingly, the stockholders of the Issuer who are parties to the Restated Stockholders' Agreement might be deemed to share voting power with respect to all the Shares beneficially owned by them. The voting arrangement under the Restated Stockholders' Agreement described above expires on July 17, 1999. Except for the provisions of the Restated Stockholders' Agreement, each of the reporting persons has the power, either solely or jointly with a spouse, to vote the Shares he owns and believes that the other stockholders of the Issuer who are parties to the Restated Stockholders' Agreement have the power, either solely or jointly with a spouse, to vote the Shares they own. The Restated Stockholders' Agreement contains certain restrictions on transfers of Shares held by the stockholders of the Issuer who are parties to the Restated Stockholders' Agreement but it unconditionally permits sales on the NASDAQ National Market System and donations to charity. Accordingly, the stockholders of the Issuer who are parties to the Restated Stockholders' Agreement might be deemed to share the power to dispose of all the Shares beneficially owned by them. Except for the provisions of the Restated Stockholders' Agreement, each of the reporting persons has the power, either solely or jointly with a spouse, to dispose of the Shares he owns and he believes that the other stockholders of the Issuer who are parties to the Restated Stockholders' Agreement have the power, either solely or jointly with a spouse, to dispose of the Shares they own. Each of the reporting persons disclaims beneficial ownership of the Shares held by all the other parties to the Restated Stockholders' Agreement. In addition to the reporting persons, CCI and the Issuer, the current parties to the Restated Stockholders' Agreement are: (i) Mort Greenberg 6866 Touchtown Circle Palm Beach Gardens, FL 33418 12 (ii) Limited Direct Associates, L.P. Three Limited Parkway Columbus, OH 43216 (iii) Cheryl A. Lutz 4408 F Street Sacramento, CA 95819 (iv) Jerry Silverman 3017 Caminito Carboneras Del Mar, CA 92014 Mr. Greenberg is retired and is a citizen of the United States. LDA is a Delaware limited partnership. The reporting persons believe that LDA is controlled by The Limited Inc. Ms. Lutz is an employee of the Issuer and is a citizen of the United States. Mr. Silverman is an officer of Sweet Factory, Inc., a chain of retail specialty candy shops, with offices at 10343 Roselle Street, San Diego, CA 07016. He is a citizen of the United States. The reporting persons have no reason to believe that Mr. Greenberg, LDA, Ms. Lutz or Mr. Silverman during the last five years has either been convicted in a criminal proceeding or was a party to a civil proceeding before a judicial or administrative body and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (c) None of the reporting persons effected any transaction involving Shares during the last 60 days except as stated under ITEM 3. SOURCE AND AMOUNT OF FUNDS OR, OTHER CONSIDERATION. LDA has advised the Issuer that it is the beneficial owner of 2,600,000 Shares. It is the holder of record of 2,800,000 Shares. (d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Shares owned by the reporting persons. 13 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The reporting persons are parties to the Restated Stockholders' Agreement. The Shares purchased on February 13, 1998 by each of Mr. Benaroya and Mr. Remeta (see, ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION) have been pledged to the Company to secure payment of a loan to him by the Company to finance the withholding taxes incurred by him in connection with the purchase. The loans were in the amounts of $1,637,087 to Mr. Benaroya and $245,543 to Mr. Remeta; have a term of four years and provide for full recourse. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Joint Filing Agreement among the reporting persons (previously filed). 2. Restated Stockholders' Agreement among the Issuer, CCI, LDA and the Management Stockholders (previously filed). 3. Amendment No. 1 to the Restated Stockholders' Agreement (previously filed). 4. Amendment No. 2 to the Restated Stockholders' Agreement (previously filed). 5. Form of payment-in-kind promissory note to Bank of New York from George R. Remeta, Ellen Demaio, Bradley Orloff and Fredric E. Stern, respectively (previously filed). 6. Promissory Notes from Raphael Benaroya to Bank of New York (previously filed). 7. Form of Repayment Agreement between Limited Service Corporation and George R. Remeta, Ellen Demaio, Bradley Orloff and Fredric E. Stern, respectively, is incorporated by reference to Exhibit No. 10.21 to the Issuer's Registration Statement on Form S-1 (Registration No. 33-44499). 8. Repayment Agreement between Limited Service Corporation and Raphael Benaroya is incorporated by reference to Exhibit No. 10.20 to the Issuer's Registration Statement on Form S-1 (Registration No. 33-44499). 9. Form of Pledge Agreement between the Issuer and Jerry Silverman and form of related promissory note to the Issuer (previously filed). 10. Form of Variable Interest Installment Note to Marine Midland Bank, N.A.. from Jerry Silverman and form of related Unlimited Continuing Guaranty (previously filed). 14 SIGNATURE: This joint Schedule 13D Amendment No. 1 is filed on behalf of each of the following stockholders of the Issuer. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in Schedule 13D Amendment No. 1 is true, complete and correct. Name Date ---- ---- RAPHAEL BENAROYA * February 16, 1998 ---------------------- Raphael Benaroya GEORGE R. REMETA February 16, 1998 ---------------------- George R. Remeta ELLEN DEMAIO * February 16, 1998 ---------------------- Ellen Demaio BRADLEY ORLOFF * February 16, 1998 ---------------------- Bradley Orloff FREDRIC E. STERN * February 16, 1998 ---------------------- Fredric E. Stern *By George R. Remeta, as attorney-in-fact pursuant to the power of attorney contained in Exhibit 1 to the Statement on Schedule 13D filed on July 22, 1993. Attention: Intentional misstatement or omissions of fact constitute federal criminal violations (see U.S.C. 1001). 15 EXHIBIT INDEX ------------- Exhibit No. Description ----------- ----------- 1. Joint Filing Agreement among the reporting persons (previously filed). 2. Restated Stockholders' Agreement among the Issuer, CCI, LDA and the Management Stockholders (previously filed). 3. Amendment No. 1 to the Restated Stockholders' Agreement (previously filed). 4. Amendment No. 2 to the Restated Stockholders' Agreement (previously filed). 5. Form of payment-in-kind promissory note to Bank of New York from George R. Remeta, Ellen Demaio, Bradley Orloff and Fredric E. Stern, respectively (previously filed). 6. Promissory Notes from Raphael Benaroya to Bank of New York (previously filed). 7. Form of Repayment Agreement between Limited Service Corporation and George R. Remeta, Ellen Demaio, Bradley Orloff and Fredric E. Stern, respectively, is incorporated by reference to Exhibit No. 10.21 to the Issuer's Registration Statement on Form S-1 (Registration No. 33-44499). 8. Repayment Agreement between Limited Service Corporation and Raphael Benaroya is incorporated by reference to Exhibit No. 10.20 to the Issuer's Registration Statement on Form S-1 (Registration No. 33-44499). 9. Form of Pledge Agreement between the Issuer and Jerry Silverman and form of related promissory note to the Issuer (previously filed). 10. Form of Variable Interest Installment Note to Marine Midland Bank, N.A.. from Jerry Silverman and form of related Unlimited Continuing Guaranty (previously filed). -----END PRIVACY-ENHANCED MESSAGE-----