-----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, SAzfVvgW5MDzCzay+eWKr1/g0xe3KD9I4yvjwucntQSkyAr5cGxXyTGQKIn947Az sxNUXfCqyqG/FnWvrmAQmg== 0000921530-00-000268.txt : 20001219 0000921530-00-000268.hdr.sgml : 20001219 ACCESSION NUMBER: 0000921530-00-000268 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20001218 GROUP MEMBERS: LUKOIL AMERICAS CORP GROUP MEMBERS: MIKECON CORP. GROUP MEMBERS: OAO LUKOIL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNI MARTS INC CENTRAL INDEX KEY: 0000805020 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CONVENIENCE STORES [5412] IRS NUMBER: 251311379 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-37221 FILM NUMBER: 791224 BUSINESS ADDRESS: STREET 1: 477 E BEAVER AVE CITY: STATE COLLEGE STATE: PA ZIP: 16801-5690 BUSINESS PHONE: 8142346000 MAIL ADDRESS: STREET 1: 477 E BEAVER AVE STREET 2: 477 E BEAVER AVE CITY: STATE COLLEGE STATE: PA ZIP: 16801 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LUKOIL AMERICAS CORP CENTRAL INDEX KEY: 0001126976 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 540 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2124214141 MAIL ADDRESS: STREET 1: 540 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 0001.txt SCHEDULE 13G RE UNI-MARTS, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )* UNI-MARTS, INC. --------------- (Name of Issuer) Common Stock, Par Value $0.10 ----------------------------- (Title of Class of Securities) 904571-30-4 ----------- (CUSIP Number) December 8, 2000 --------------------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ X ] Rule 13d-1(c) [ ] Rule 13d-1(d) *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 disclosure 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). Continued on following page(s) Page 1 of 11 Pages Exhibit Index: Page 9 CUISP NO. 904571-30-4 13G Page 2 of 11 Pages 1 Name of Reporting Person IRS Identification No. of Above Persons (ENTITIES ONLY) Mikecon Corp. 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [ ] 3 SEC Use Only 4 Citizenship or Place of Organization Delaware 5 Sole Voting Power 442,700 Number of Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Person 442,700 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 442,700 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [ ] 11 Percent of Class Represented By Amount in Row (9) 6.31% 12 Type of Reporting Person* CO * SEE INSTRUCTIONS BEFORE FILLING OUT! CUISP NO. 904571-30-4 13G Page 3 of 11 Pages 1 Name of Reporting Person IRS Identification No. of Above Persons (ENTITIES ONLY) Lukoil Americas Corporation 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [ ] 3 SEC Use Only 4 Citizenship or Place of Organization Delaware 5 Sole Voting Power 442,700 Number of Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Person 442,700 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 442,700 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [ ] 11 Percent of Class Represented By Amount in Row (9) 6.31% 12 Type of Reporting Person* CO * SEE INSTRUCTIONS BEFORE FILLING OUT! CUISP NO. 904571-30-4 13G Page 4 of 11 Pages 1 Name of Reporting Person IRS Identification No. of Above Persons (ENTITIES ONLY) OAO LUKOIL 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [ ] 3 SEC Use Only 4 Citizenship or Place of Organization Russia 5 Sole Voting Power 442,700 Number of Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Person 442,700 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 442,700 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [ ] 11 Percent of Class Represented By Amount in Row (9) 6.31% 12 Type of Reporting Person* CO * SEE INSTRUCTIONS BEFORE FILLING OUT! CUISP NO. 904571-30-4 13G Page 5 of 11 Pages Item 1(a) Name of Issuer: Uni-Marts, Inc. (the "Issuer") Item 1(b) Address of the Issuer's Principal Executive Offices: 477 East Beaver Avenue, State College, Pennsylvania 16801-5690. Item 2(a) Name of Person Filing: This statement is being filed on behalf of the following (collectively, the "Reporting Persons"): (i) Mikecon Corp., a Delaware corporation ("Mikecon"); (ii) Lukoil Americas Corporation, a Delaware corporation ("Lukoil Americas"); and (iii) OAO LUKOIL, a Russian open joint stock company ("LUKOIL"). This Statement relates to the Shares (as defined below) held for the account of Getty Petroleum Marketing Inc. On December 8, 2000, Mikecon acquired approximately 72% of the outstanding Common Stock of Getty Petroleum Marketing Inc. Mikecon is a wholly owned subsidiary of Lukoil Americas, which is an indirect wholly owned subsidiary of LUKOIL. Item 2(b) Address of Principal Business Office or, if None, Residence: The address and principal business office of each of Mikecon and Lukoil Americas is 540 Madison Avenue, 37th Floor, New York, New York 10022. The address and principal business office of LUKOIL is 11 Sretensky Boulevard, Moscow 101000 Russia. Item 2(c) Citizenship: (i) Mikecon is a Delaware corporation. (ii) Lukoil Americas is a Delaware corporation. (iii) LUKOIL is a Russian open joint stock company. Item 2(d) Title of Class of Securities: Common Stock, par value $0.10 (the "Shares"). Item 2(e) CUSIP Number: 904571-30-4 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: This Item 3 is not applicable. Page 6 of 11 Pages Item 4. Ownership: Item 4(a) Amount Beneficially Owned: As of December 8, 2000, each of the Reporting Persons may be deemed the beneficial owner of 442,700 Shares as a result of Mikecon's acquisition of approximately 72% of the outstanding shares of common stock of Getty Petroleum Marketing Inc. Item 4(b) Percent of Class: The number of Shares of which each of the Reporting Persons may be deemed to be the beneficial owner constitutes approximately 6.31% of the total number of Shares outstanding. Item 4(c) Number of shares as to which such person has: Mikecon ------- (i) Sole power to vote or to direct the vote: 442,700 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 442,700 (iv) Shared power to dispose or to direct the disposition of: 0 Lukoil Americas --------------- (i) Sole power to vote or to direct the vote: 442,700 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 442,700 (iv) Shared power to dispose or to direct the disposition of: 0 LUKOIL ------ (i) Sole power to vote or to direct the vote: 442,700 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 442,700 (iv) Shared power to dispose or to direct the disposition of: 0 Page 7 of 11 Pages Item 5. Ownership of Five Percent or Less of a Class: This Item 5 is not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person: Getty Petroleum Marketing Inc. holds 6.31% of the total number of Shares outstanding and, as such, has the right to receive dividends from, or the proceeds from the sale of, such securities. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: See Exhibit 99.1 attached hereto. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Item 10. Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 9 of 11 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: December 18, 2000 MIKECON CORP. By: /s/ Vadim Gluzman ------------------------------- Name: Vadim Gluzman Title: Chairman of the Board Date: December 18, 2000 LUKOIL AMERICAS CORPORATION By: /s/ Vadim Gluzman ------------------------------- Name: Vadim Gluzman Title: Chairman of the Board Date: December 18, 2000 OAO LUKOIL By: /s/ Ralif Safin ------------------------------- Name: Ralif Safin Title: First Vice President EXHIBIT INDEX Exhibit No. Description Page No. - ----------- ----------- -------- 99.1 Identification of Acquiring Subsidiary...................10 99.2 Joint Filing Agreement, dated as of December 18, 2000, by and between LUKOIL and Lukoil Americas.................................................11 EX-99 2 0002.txt EXHIBIT 99.1 IDENTIFICATION OF ACQUIRING SUB Page 10 of 11 Pages Exhibit 99.1 Identification of Acquiring Subsidiary The Shares are held by Getty Petroleum Marketing Inc., a Maryland corporation and a majority owned subsidiary of Mikecon, a direct wholly owned subsidiary of Lukoil Americas and an indirect wholly owned subsidiary of LUKOIL. EX-99 3 0003.txt EX-99.2 JOINT FILING AGREEMENT Exhibit 99.2 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Uni-Marts, Inc., dated as of December 18, 2000, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(c) under the Securities Exchange Act of 1934. Date: December 18, 2000 MIKECON CORP. By: /s/ Vadim Gluzman ------------------------------- Name: Vadim Gluzman Title: Chairman of the Board Date: December 18, 2000 LUKOIL AMERICAS CORPORATION By: /s/ Vadim Gluzman ------------------------------- Name: Vadim Gluzman Title: Chairman of the Board Date: December 18, 2000 OAO LUKOIL By: /s/ Ralif Safin ------------------------------- Name: Ralif Safin Title: First Vice President -----END PRIVACY-ENHANCED MESSAGE-----