-----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, QM6GF13FiL3H+t6W5d/TIyI6q4wQEOi9q8JbZRkSVAB8azf7wBuiH9s+dvJ5D67j a2g+a4ubDwS8n6VGFozHLA== 0000950116-04-000410.txt : 20040206 0000950116-04-000410.hdr.sgml : 20040206 20040205210355 ACCESSION NUMBER: 0000950116-04-000410 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040206 GROUP MEMBERS: ALEX D. SHAKIAN GROUP MEMBERS: ARA M. KERVANDJIAN GROUP MEMBERS: ARMEN D. SHAKIAN GROUP MEMBERS: DANIEL D. SAHAKIAN GROUP MEMBERS: FREDERICK I. SHAKIAN GROUP MEMBERS: GREEN VALLEY ADQUISITION CO., LLC GROUP MEMBERS: HEDDY L. KERVANDJIAN GROUP MEMBERS: HENRY D. SAHAKIAN GROUP MEMBERS: HFL CORPORATION GROUP MEMBERS: LARA SHAKIAN GROUP MEMBERS: LUDMILA SHAKIAN GROUP MEMBERS: SEDA SHAKIAN 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 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-37221 FILM NUMBER: 04571478 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 CITY: STATE COLLEGE STATE: PA ZIP: 16801 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREEN VALLEY ACQUISITION CO LLC CENTRAL INDEX KEY: 0001278677 IRS NUMBER: 251311379 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 477 EAST BEAVER AVE CITY: STATE COLLEGE STATE: PA ZIP: 16801 SC 13D 1 sc13d.txt SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Uni-Marts Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 904571 30 4 - -------------------------------------------------------------------------------- (CUSIP Number) Henry D. Sahakian, P.O. Box 673, State College, PA 16804 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to receive Notices and Communications) January 26, 2004 - -------------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box |X|. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent. *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). CUSIP No. 904571 30 4 --------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Henry D. Sahakian ________________________________________________________________________________ 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) X (b) ________________________________________________________________________________ 3. SEC Use Only ________________________________________________________________________________ 4. Source of Funds (See Instructions) PF ________________________________________________________________________________ 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e). [_] ________________________________________________________________________________ 6. Citizenship or Place of Organization United States of America ________________________________________________________________________________ 7. Sole Voting Power Number of Shares _________________________________________________________________ 8. Shared Voting Power Beneficially 2,873,149 Owned by _________________________________________________________________ Each 9. Sole Dispositive Power Reporting 499,557 Person _________________________________________________________________ 10. Shared Dispositive Power With 371,300 ________________________________________________________________________________ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,873,149 ________________________________________________________________________________ 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ________________________________________________________________________________ 13. Percent of Class Represented by Amount in Row (11) 39.9% (See Item 5) ________________________________________________________________________________ 14. Type of Reporting Person (See Instructions) IN CUSIP No. 904571 30 4 --------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Daniel D. Sahakian ________________________________________________________________________________ 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) X (b) ________________________________________________________________________________ 3. SEC Use Only ________________________________________________________________________________ 4. Source of Funds (See Instructions) PF ________________________________________________________________________________ 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e). [_] ________________________________________________________________________________ 6. Citizenship or Place of Organization United States of America ________________________________________________________________________________ 7. Sole Voting Power Number of Shares _________________________________________________________________ 8. Shared Voting Power Beneficially 2,873,149 Owned by _________________________________________________________________ Each 9. Sole Dispositive Power Reporting 418,923 Person _________________________________________________________________ 10. Shared Dispositive Power With 416,385 ________________________________________________________________________________ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,873,149 ________________________________________________________________________________ 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ________________________________________________________________________________ 13. Percent of Class Represented by Amount in Row (11) 39.9% (See Item 5) ________________________________________________________________________________ 14. Type of Reporting Person (See Instructions) IN -3- CUSIP No. 904571 30 4 --------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Ara M. Kervandjian ________________________________________________________________________________ 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) X (b) ________________________________________________________________________________ 3. SEC Use Only ________________________________________________________________________________ 4. Source of Funds (See Instructions) PF ________________________________________________________________________________ 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e). [_] ________________________________________________________________________________ 6. Citizenship or Place of Organization United States of America ________________________________________________________________________________ 7. Sole Voting Power Number of Shares _________________________________________________________________ 8. Shared Voting Power Beneficially 2,873,149 Owned by _________________________________________________________________ Each 9. Sole Dispositive Power Reporting 6,800 Person _________________________________________________________________ 10. Shared Dispositive Power With 52,509 ________________________________________________________________________________ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,873,149 ________________________________________________________________________________ 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ________________________________________________________________________________ 13. Percent of Class Represented by Amount in Row (11) 39.9% (See Item 5) ________________________________________________________________________________ 14. Type of Reporting Person (See Instructions) IN -4- CUSIP No. 904571 30 4 --------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Armen D. Sahakian ________________________________________________________________________________ 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) X (b) ________________________________________________________________________________ 3. SEC Use Only ________________________________________________________________________________ 4. Source of Funds (See Instructions) PF ________________________________________________________________________________ 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e). [_] ________________________________________________________________________________ 6. Citizenship or Place of Organization United States of America ________________________________________________________________________________ 7. Sole Voting Power Number of Shares _________________________________________________________________ 8. Shared Voting Power Beneficially 2,873,149 Owned by _________________________________________________________________ Each 9. Sole Dispositive Power Reporting 211,850 Person _________________________________________________________________ 10. Shared Dispositive Power With ________________________________________________________________________________ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,873,149 ________________________________________________________________________________ 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ________________________________________________________________________________ 13. Percent of Class Represented by Amount in Row (11) 39.9% (See Item 5) ________________________________________________________________________________ 14. Type of Reporting Person (See Instructions) IN CUSIP No. 904571 30 4 --------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Alex D. Sahakian ________________________________________________________________________________ 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) X (b) ________________________________________________________________________________ 3. SEC Use Only ________________________________________________________________________________ 4. Source of Funds (See Instructions) PF ________________________________________________________________________________ 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e). [_] ________________________________________________________________________________ 6. Citizenship or Place of Organization United States of America ________________________________________________________________________________ 7. Sole Voting Power Number of Shares _________________________________________________________________ 8. Shared Voting Power Beneficially 2,873,149 Owned by _________________________________________________________________ Each 9. Sole Dispositive Power Reporting 211,750 Person _________________________________________________________________ 10. Shared Dispositive Power With ________________________________________________________________________________ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,873,149 ________________________________________________________________________________ 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ________________________________________________________________________________ 13. Percent of Class Represented by Amount in Row (11) 39.9% (See Item 5) ________________________________________________________________________________ 14. Type of Reporting Person (See Instructions) IN CUSIP No. 904571 30 4 --------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Ludmila Sahakian ________________________________________________________________________________ 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) X (b) ________________________________________________________________________________ 3. SEC Use Only ________________________________________________________________________________ 4. Source of Funds (See Instructions) PF ________________________________________________________________________________ 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e). [_] ________________________________________________________________________________ 6. Citizenship or Place of Organization United States of America ________________________________________________________________________________ 7. Sole Voting Power Number of Shares _________________________________________________________________ 8. Shared Voting Power Beneficially 2,873,149 Owned by _________________________________________________________________ Each 9. Sole Dispositive Power Reporting 534,075 Person _________________________________________________________________ 10. Shared Dispositive Power With 6,050 ________________________________________________________________________________ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,873,149 ________________________________________________________________________________ 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ________________________________________________________________________________ 13. Percent of Class Represented by Amount in Row (11) 39.9% (See Item 5) ________________________________________________________________________________ 14. Type of Reporting Person (See Instructions) IN CUSIP No. 904571 30 4 --------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Seda Sahakian ________________________________________________________________________________ 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) X (b) ________________________________________________________________________________ 3. SEC Use Only ________________________________________________________________________________ 4. Source of Funds (See Instructions) PF ________________________________________________________________________________ 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e). [_] ________________________________________________________________________________ 6. Citizenship or Place of Organization United States of America ________________________________________________________________________________ 7. Sole Voting Power Number of Shares _________________________________________________________________ 8. Shared Voting Power Beneficially 2,873,149 Owned by _________________________________________________________________ Each 9. Sole Dispositive Power Reporting 35,500 Person _________________________________________________________________ 10. Shared Dispositive Power With 223,835 ________________________________________________________________________________ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,873,149 ________________________________________________________________________________ 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ________________________________________________________________________________ 13. Percent of Class Represented by Amount in Row (11) 39.9% (See Item 5) ________________________________________________________________________________ 14. Type of Reporting Person (See Instructions) IN CUSIP No. 904571 30 4 --------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Lara Sahakian ________________________________________________________________________________ 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) X (b) ________________________________________________________________________________ 3. SEC Use Only ________________________________________________________________________________ 4. Source of Funds (See Instructions) PF ________________________________________________________________________________ 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e). [_] ________________________________________________________________________________ 6. Citizenship or Place of Organization United States of America ________________________________________________________________________________ 7. Sole Voting Power Number of Shares _________________________________________________________________ 8. Shared Voting Power Beneficially 2,873,149 Owned by _________________________________________________________________ Each 9. Sole Dispositive Power Reporting 57,100 Person _________________________________________________________________ 10. Shared Dispositive Power With ________________________________________________________________________________ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,873,149 ________________________________________________________________________________ 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ________________________________________________________________________________ 13. Percent of Class Represented by Amount in Row (11) 39.9% (See Item 5) ________________________________________________________________________________ 14. Type of Reporting Person (See Instructions) IN CUSIP No. 904571 30 4 --------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Frederick I. Sahakian ________________________________________________________________________________ 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) X (b) ________________________________________________________________________________ 3. SEC Use Only ________________________________________________________________________________ 4. Source of Funds (See Instructions) PF ________________________________________________________________________________ 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e). [_] ________________________________________________________________________________ 6. Citizenship or Place of Organization United States of America ________________________________________________________________________________ 7. Sole Voting Power Number of Shares _________________________________________________________________ 8. Shared Voting Power Beneficially 2,873,149 Owned by _________________________________________________________________ Each 9. Sole Dispositive Power Reporting 336,300 Person _________________________________________________________________ 10. Shared Dispositive Power With ________________________________________________________________________________ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,873,149 ________________________________________________________________________________ 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ________________________________________________________________________________ 13. Percent of Class Represented by Amount in Row (11) 39.9% (See Item 5) ________________________________________________________________________________ 14. Type of Reporting Person (See Instructions) IN -10- CUSIP No. 904571 30 4 --------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Green Valley Acquisition Co., LLC ________________________________________________________________________________ 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) X (b) ________________________________________________________________________________ 3. SEC Use Only ________________________________________________________________________________ 4. Source of Funds (See Instructions) OO ________________________________________________________________________________ 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e). [_] ________________________________________________________________________________ 6. Citizenship or Place of Organization Pennsylvania ________________________________________________________________________________ 7. Sole Voting Power Number of 0 Shares _________________________________________________________________ 8. Shared Voting Power Beneficially 2,873,149 Owned by _________________________________________________________________ Each 9. Sole Dispositive Power Reporting 0 Person _________________________________________________________________ 10. Shared Dispositive Power With 0 ________________________________________________________________________________ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,873,149 ________________________________________________________________________________ 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ________________________________________________________________________________ 13. Percent of Class Represented by Amount in Row (11) 39.9% (See Item 5) ________________________________________________________________________________ 14. Type of Reporting Person (See Instructions) OO -11- CUSIP No. 904571 30 4 --------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Heddy L. Kervandjian ________________________________________________________________________________ 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) X (b) ________________________________________________________________________________ 3. SEC Use Only ________________________________________________________________________________ 4. Source of Funds (See Instructions) PF ________________________________________________________________________________ 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e). [_] ________________________________________________________________________________ 6. Citizenship or Place of Organization United States of America ________________________________________________________________________________ 7. Sole Voting Power Number of Shares _________________________________________________________________ 8. Shared Voting Power Beneficially 2,873,149 Owned by _________________________________________________________________ Each 9. Sole Dispositive Power Reporting Person _________________________________________________________________ 10. Shared Dispositive Power With 52,509 ________________________________________________________________________________ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,873,149 ________________________________________________________________________________ 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ________________________________________________________________________________ 13. Percent of Class Represented by Amount in Row (11) 39.9% (See Item 5) ________________________________________________________________________________ 14. Type of Reporting Person (See Instructions) IN CUSIP No. 904571 30 4 --------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). HFL Corporation ________________________________________________________________________________ 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) X (b) ________________________________________________________________________________ 3. SEC Use Only ________________________________________________________________________________ 4. Source of Funds (See Instructions) PF ________________________________________________________________________________ 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e). [_] ________________________________________________________________________________ 6. Citizenship or Place of Organization Pennsylvania ________________________________________________________________________________ 7. Sole Voting Power Number of Shares _________________________________________________________________ 8. Shared Voting Power Beneficially 2,873,149 Owned by _________________________________________________________________ Each 9. Sole Dispositive Power Reporting Person _________________________________________________________________ 10. Shared Dispositive Power With 278,900 ________________________________________________________________________________ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,873,149 ________________________________________________________________________________ 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ________________________________________________________________________________ 13. Percent of Class Represented by Amount in Row (11) 39.9% (See Item 5) ________________________________________________________________________________ 14. Type of Reporting Person (See Instructions) IN -12- Item 1. Security and Issuer This statement relates to the common stock, par value $0.10 per share, of Uni-Marts, Inc. ("Issuer"). The principal executive office of the Issuer is located at 477 East Beaver Avenue, State College, PA 16801. Item 2. Identity and Background This statement is being filed jointly by the following persons ("Reporting Persons"): (a) Henry D. Sahakian (b) Business address is 477 East Beaver Avenue, State College, PA 16801 (c) The Reporting Person serves as Chairman of the Board and Chief Executive Officer of the Issuer. (d) The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) The Reporting Person has not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction 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) United States of America (a) Daniel D. Sahakian (b) Business address is 477 East Beaver Avenue, State College, PA 16801 (c) The Reporting Person has served as a Director of the Issuer since 1981. Also, for the past 23 years he has served as President and Chief Executive Officer of HFL Corporation, a commercial real estate company. (d) The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) The Reporting Person has not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction 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) United States of America (a) Ara M. Kervandjian (b) Business address is 477 East Beaver Avenue, State College, PA 16801 (c) The Reporting Person serves as the President of the Issuer. (d) The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). -13- (e) The Reporting Person has not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction 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) United States of America (a) Armen D. Sahakian (b) 200 Haymaker Circle, State College, PA 16801 (c) Self employed (d) The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) The Reporting Person has not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction 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) United States of America (a) Alex D. Sahakian (b) 1604 Woodledge Circle, State College, PA 16803 (c) Self employed (d) The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) The Reporting Person has not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction 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) United States of America (a) Ludmila Sahakian (b) P.O. Box 649, State College, PA 16804 (c) Not applicable (d) The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) The Reporting Person has not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction 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) United States of America (a) Seda Sahakian (b) 180 Haymaker Circle, State College, PA 16801 (c) Not applicable -14- (d) The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) The Reporting Person has not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction 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) United States of America (a) Lara Sahakian (b) 2841 NE 185th Street, Unit 512, Aventura, FL 33180 (c) Self employed (d) The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) The Reporting Person has not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction 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) United States of America (a) Frederick I. Sahakian (b) 1016 Ballybunion Drive, State College, PA 16801 (c) Self employed (d) The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) The Reporting Person has not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction 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) United States of America (a) Green Valley Acquisition Co., LLC (b) Business Address is 477 East Beaver Avenue, State College, PA 16801. (c) The principal business of the Reporting Person is to acquire, own, operate and manage the assets and business of the Issuer. (d) The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) The Reporting Person has not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction 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) Pennsylvania. (a) Heddy L. Kervandjian (b) P.O. Box 409, State College, PA 16804 (c) Not applicable (d) The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) The Reporting Person has not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction 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) United States of America (a) HFL Corporation (b) Business address is 477 East Beaver Avenue, State College, PA 16801 (c) Commercial real estate company. (d) The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) The Reporting Person has not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction 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) Pennsylvania. -15- Item 3. Source and Amount of Funds or Other Consideration The Reporting Persons who are individuals used personal funds to acquire the shares beneficially owned by them. Green Valley Acquisition Co. LLC ("Green Valley") has acquired beneficial ownership by entering into Tender and Voting Agreements with each of the individual Reporting Persons, dated January 26, 2004 (the "Voting Agreements"). Pursuant to the Voting Agreements, each Reporting Person who is an individual granted an irrevocable proxy to Green Valley to vote the shares beneficially owned by such individual Reporting Person in favor of the merger of the Issuer with and into Green Valley pursuant to the terms of the Agreement and Plan of Merger between Green Valley and the Issuer dated January 26, 2004 (the "Merger Agreement"). Item 4. Purpose of Transaction As described in Item 3 above, the Reporting Persons who are individuals have entered into the Voting Agreements with Green Valley pursuant to the Merger Agreement. Pursuant to the Voting Agreements, each Reporting Person who is an individual granted an irrevocable proxy to Green Valley to vote the shares beneficially owned by such individual Reporting Person in favor of the merger of the Issuer with and into Green Valley pursuant to the Merger Agreement. As referenced in the Merger Agreement and as previously announced by the Issuer, the Issuer has been contemplating a fundamental transaction, such as the sale of a significant number of convenience stores or other assets, a refinancing or a sale-leaseback transaction (a "Fundamental Transaction") and the Reporting Persons anticipate that the Issuer will continue to pursue this initiative between the date of execution of the Merger Agreement and closing of the contemplated merger. The Issuer may not enter into any binding agreement relating to a Fundamental Transaction, however, without Green Valley's prior written consent (such consent not to be unreasonably withheld). Green Valley supports the Issuer's Fundamental Transaction initiative between now and the closing of the merger with Green Valley, and Green Valley may continue to pursue a Fundamental Transaction after such closing. The business and affairs of Green Valley are to be managed under the direction of a board of managers that currently consists of six individuals, three of whom have been appointed by an entity controlled by several current members of management of the Issuer, including Henry D. Sahakian, Daniel D. Sahakian and Ara Kervandjian, and three of whom have been appointed by an entity controlled by individuals who are not affiliated with the Issuer's current management. The signing of the foregoing Voting Agreements may be deemed to be a change in control of the Issuer, and the consummation of the merger pursuant to the Merger Agreement would result in a change in control of the Issuer. Following consummation of the merger, the Issuer will cease to exist, its securities will be cancelled and exchanged for cash, and the limited liability company operating agreement of Green Valley (the surviving entity) will replace the capitalization structure, dividend policy charter and bylaws of the Issuer. Subsequent to the consummation of the merger, the Issuer's securities would no longer be listed on a national securities exchange or authorized to be quoted in an inter-dealer quotation system of a registered national securities association. Except as set forth herein or as contemplated by the Merger Agreement, the Reporting Persons have no present plan or proposal that relates to or would result in: a. The acquisition of additional securities of the Issuer, or the disposition of securities of the Issuer; -16- 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; d. Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number of term of directors or to fill any existing vacancies on the board; 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 including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940; g. Changes in the Issuer's charter, bylaws or instruments corresponding thereto 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 be delisted from a national securities exchange or 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)(4) of the Act; or j. Any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer (a) Each of the Reporting Persons beneficially owns 2,873,149 shares of Common Stock (the "Shares"). This constitutes 39.9% of the 7,202,979 total shares outstanding as of December 31, 2003, as set forth in the Issuer's Form 10-K/A filed with the Securities and Exchange Commission (the "SEC") on January 27, 2004. (b) See Items 7 through 10 of the cover page to this Schedule 13D for each Reporting Person. With respect to Items 7 and 8, pursuant to the Voting Agreements, each of the Reporting Persons shares voting power solely for the purpose of voting the Shares in favor of the merger of the Issuer with and into Green Valley. For all other purposes, each of the Reporting Persons have sole or shared voting power with respect to the Shares as follows: 1) Henry D. Sahakian has sole power to vote or to direct the vote (except with respect to the matters set forth in the Voting Agreements), and sole power to dispose or direct the disposition of 499,557 shares of the Issuer's common stock. These shares do not include 133,000 shares issuable upon exercise of employee stock options and 72,869 shares held by Henry D. Sahakian in his 401(k) plan account. Henry D. Sahakian has shared power to dispose or direct the disposition of 371,300 shares of the Issuer's common stock, including 92,400 shares held jointly with his wife, Seda Sahakian, and 278,900 shares held by HFL Corporation for which Henry D. Sahakian serves as chairman of the board of directors and over which he shares voting and dispositive power. These shares do not include, and Henry D. Sahakian disclaims beneficial ownership of, 211,750 shares held in a trust for the benefit of Alex D. Sahakian of which Henry Sahakian is one of two trustees, but over which he does not possess voting or dispositive power. 2) Daniel D. Sahakian has sole power to vote or to direct the vote (except with respect to the matters set forth in the Voting Agreements), and sole power to dispose or direct the disposition of, 418,923 shares of the Issuer's common stock, including 6,380 shares beneficially owned as trustee of a trust for the benefit of his sister-in-law, Seda Sahakian. These shares do not include 35,000 shares issuable upon exercise of 35,000 employee stock options held by Daniel D. Sahakian. Daniel D. Sahakian has shared power to dispose or direct the disposition of 416,385 shares of the Issuer's common stock, including 6,050 shares held jointly with his wife, Ludmila Sahakian, 278,900 shares held by HFL Corporation for which Daniel D. Sahakian serves as president and chief executive officer and over which he shares voting and dispositive power and 131,435 shares held in an irrevocable life insurance trust of Henry D. Sahakian of which Daniel Sahakian is one of two trustees. 3) Ara M. Kervandjian has sole power to vote or to direct the vote (except with respect to the matters set forth in the Voting Agreements), and sole power to dispose or direct the disposition of, 6,800 shares of the Issuer's common stock. These shares do not include 112,500 shares issuable upon exercise of employee stock options held by Ara M. Kervandjian. Ara M. Kervandjian has shared power to dispose or direct the disposition of 52,509 shares of the Issuer's common stock held jointly with his wife. 4) Armen D. Sahakian has sole power to vote or to direct the vote (except with respect to the matters set forth in the Voting Agreements), and sole power to dispose or direct the disposition of, 211,850 shares of the Issuer's common stock. 5) Alex D. Sahakian has sole power to vote or to direct the vote (except with respect to the matters set forth in the Voting Agreements), and sole power to dispose or direct the disposition of, 211,750 shares of the Issuer's common stock. 6) Ludmila Sahakian has sole power to vote or to direct the vote (except with respect to the matters set forth in the Voting Agreements), and sole power to dispose or direct the disposition of, 534,075 shares of the Issuer's common stock, including 211,750 shares held in a trust for the benefit of Alex D. Sahakian of which Ludmila Sahakian is one of two trustees and claims beneficial ownership. Ludmila Sahakian has shared power to dispose or direct the disposition of 6,050 shares of the Issuer's common stock held jointly with her husband, Daniel D. Sahakian. 7) Seda Sahakian has sole power to vote or to direct the vote (except with respect to the matters set forth in the Voting Agreements), and sole power to dispose or direct the disposition of, 35,500 shares of the Issuer's common stock. Seda Sahakian has shared power to dispose or direct the disposition of 223,835 shares of the Issuer's common stock, including 92,400 shares held jointly with her husband, Henry D. Sahakian, and 131,435 shares held in an irrevocable life insurance trust for the benefit of Henry D. Sahakian of which Seda Sahakian is one of two trustees. 8) Lara Sahakian has sole power to vote or to direct the vote (except with respect to the matters set forth in the Voting Agreements), and sole power to dispose or direct the disposition of, 57,100 shares of the Issuer's common stock. 9) Frederick I. Sahakian has sole power to vote or to direct the vote (except with respect to the matters set forth in the Voting Agreements), and sole power to dispose or direct the disposition of, 336,300 shares of the Issuer's common stock, including 266,200 shares held by a proxy certificate and stock power granted to him by Nejdeh Aslanian. 10) Green Valley has shared power to dispose of or direct the disposition of 2,873,149 shares of the Issuer's common stock pursuant to the Voting Agreements. 11) Heddy L. Kervandjian has shared power to dispose of or direct the disposition of 52,509 shares of the Issuer's common stock held jointly with her husband, Ara M. Kervandjian. 12) HFL Corporation has shared power to dispose of or direct the disposition of 278,900 shares of the Issuer's common stock held by it as record owner. -17- (c) On January 20, 2004, Frederick I. Sahakian was granted a proxy certificate and stock power with respect to 266,200 shares of the Issuer's common stock, held by Nejdeh Aslanian. (d) Other than as set forth in Items 3, 4, 5 and 7 of this Schedule 13D, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares of the Issuer's common stock which are the subject of this Schedule 13D. (e) Not Applicable for any Reporting Person. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer As described in Items 3 and 4 above, the Reporting Persons who are individuals have entered into the Voting Agreements with Green Valley pursuant to the Merger Agreement. Pursuant to the Voting Agreements, each Reporting Person who is an individual granted an irrevocable proxy to Green Valley to vote the shares beneficially owned by such individual Reporting Person in favor of the merger of the Issuer with and into Green Valley pursuant to the Merger Agreement. -18- Item 7. Material to Be Filed as Exhibits A copy of the form of Voting Agreement executed by each of the Reporting Persons who is an individual and Green Valley is included as Exhibit 99.1 to this Schedule 13D. Each such Voting Agreement is identical, except that the reference to the number of shares owned of record or beneficially or which the individual Reporting Person otherwise controls varies according to the individual Reporting Person as follows:
Henry D. Sahakian 591,957 Includes 92,400 shares held jointly with his wife, Seda Sahakian. Daniel D. Sahakian 556,408 Includes 6,050 shares held jointly with his wife, Ludmila Sahakian, and 131,435 shares held jointly with Seda Sahakian as trustees for the Irrevocable Life Insurance Trust of Henry D. Sahakian. Ara M. Kervandjian 59,309 Includes 52,509 shares held jointly with his wife, Heddy L. Kervandjian. Armen D. Sahakian 211,850 Alex D. Sahakian 211,750 Ludmila Sahakian 534,075 Seda Sahakian 35,500 Lara Sahakian 57,100 Frederick I. Sahakian 336,300 HFL Corporation 278,900
In addition, a copy of the form of Joint Filing Agreement among the Reporting Persons is included as Exhibit 99.2 to this Schedule 13 D. The Issuer has filed a copy of the Merger Agreement as an exhibit to its Current Report on Form 8-K/A filed with the SEC on February 4, 2004. -19- Signatures After reasonable 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. /S/ HENRY D. SAHAKIAN -------------------------------------------- Name: Henry D. Sahakian /S/ DANIEL D. SAHAKIAN -------------------------------------------- Name: Daniel D. Sahakian /S/ ARA M. KERVANDJIAN -------------------------------------------- Name: Ara M. Kervandjian /S/ ARMEN D. SAHAKIAN -------------------------------------------- Name: Armen D. Sahakian /S/ ALEX D. SAHAKIAN -------------------------------------------- Name: Alex D. Sahakian S/ LUDMILA SAHAKIAN -------------------------------------------- Name: Ludmila Sahakian /S/ SEDA SAHAKIAN -------------------------------------------- Name: Seda Sahakian /S/ LARA SAHAKIAN -------------------------------------------- Name: Lara Sahakian /S/ FREDERICK I. SAHAKIAN -------------------------------------------- Name: Frederick I. Sahakian Green Valley Acquisition Co. LLC By: /S/ PAUL LEVINSOHN ----------------------------------------- Name: Paul Levinsohn ----------------------------------------- Title: Manager ----------------------------------------- /S/ HEDDY L. KERVANDJIAN -------------------------------------------- Name: Heddy L. Kervandjian HFL CORPORATION By: /S/ DANIEL D. SAHAKIAN --------------------------------------------- Name: Daniel D. Sahakian --------------------------------------------- Title: President and Chief Executive Officer -20- EX-99 3 ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 TENDER AND VOTING AGREEMENT --------------------------- THIS VOTING AGREEMENT, dated as of January 26, 2004, is between Green Valley Acquisition Co., LLC ("Buyer"), a Pennsylvania limited liability company, and the undersigned stockholder (the "Stockholder"). WHEREAS, Buyer and Uni-Marts, Inc., a Delaware Corporation ("Company"), intend to enter into an Agreement and Plan of Merger (the "Merger Agreement") contemporaneously herewith, pursuant to which Company will merge (the "Merger") with and into Buyer; WHEREAS, as of the date hereof, Stockholder owns (either beneficially or of record) or otherwise controls the number of shares of the Company's Common Stock ("Common Stock"), indicated on the signature page of this Agreement (all such shares, and any shares hereafter acquired by Stockholder prior to the termination of this Agreement being referred to herein as the "Shares"); and WHEREAS, as a condition to Buyer's willingness to enter into the Merger Agreement and proceed with the Merger, Buyer has required that Stockholder agree and, in order to induce Buyer to enter into the Merger Agreement and proceed with the Merger, Stockholder has agreed to enter into this Agreement. NOW, THEREFORE, intending to be legally bound hereby, the parties agree as follows: 1. No Inconsistent Arrangements. Until the Termination Date (defined below), Stockholder shall not (a) sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option or other arrangement with respect to the sale, transfer, pledge, assignment or other disposition of, any of the Shares to any person; or (ii) deposit any of the Shares into escrow, a voting trust or a voting agreement or grant a proxy with respect to any of the Shares, except as provided in this Agreement. For the purposes of this Agreement, "Termination Date" means the earlier to occur of (i) the date and time of any valid termination of the Merger Agreement pursuant its terms (other than a termination effected by Buyer in connection with the Offer (as defined in the Merger Agreement) contemplated by Buyer pursuant to Section 7.6 of the Merger Agreement), or (ii) the date and time of effectiveness of the Merger in accordance with the terms and conditions of the Merger Agreement. 2. Voting Agreement. Until the Termination Date, at any meeting of the stockholders of Company or any adjournment thereof, however called, or in any other circumstances upon which its vote, consent, or other approval is sought, Stockholder shall vote or cause to be voted the Shares: (i) in favor of the Merger, the Merger Agreement and the transactions contemplated by the Merger Agreement; (ii) against any Third Party Acquisition (as defined in the Merger Agreement), other than the Merger Agreement or the transactions contemplated thereby; and (iii) against any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transaction contemplated by the Merger Agreement, or any of the transactions contemplated by this Agreement. 3. Grant of Irrevocable Proxy. (a) Stockholder hereby constitutes and appoints Buyer, which shall act by and through Daniel Sahakian and Henry Sahakian (each, a "Proxy Holder"), or either of them, with full power of substitutions, its true and lawful proxy and attorney-in-fact to vote at any meeting (and any adjournment or postponement thereof) of Company's stockholders called for purposes of considering whether to approve the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement, or any Third Party Acquisition, or to execute a written consent of stockholders in lieu of any such meeting, all of the Shares held of record or beneficially by Stockholder or which Stockholder otherwise controls as of the date of such meeting or written consent (i) in favor of the approval of the Merger Agreement, the merger and the other transactions contemplated by the Merger Agreement, (ii) against any Third Party Acquisition and (iii) against any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transaction contemplated by the merger Agreement, or any of the transactions contemplated by this Agreement. Such proxy shall be limited strictly to the power to vote the Shares in the manner set forth in the preceding sentence and shall not extend to any other matters. 4. Tender Pursuant to Section 7.6 of the Merger Agreement. In the event that Buyer commences an Offer pursuant to Section 7.6 of the Merger Agreement, Stockholder hereby agrees with Buyer that Stockholder will (i) promptly after the date of commencement of the Offer (but in all events not later than five (5) business days thereafter), tender to Buyer all Shares held of record or beneficially by Stockholder on such date (the "Tendered Shares") and (ii) tender to Buyer promptly after Stockholder's acquisition thereof (but in all events not later than five (5) business days thereafter) all other Shares of Company's Common Stock acquired and held of record or beneficially by Stockholder or which Stockholder otherwise controls at any time prior to the date on which Buyer accepts shares tendered to Buyer pursuant to the Offer or the date on which the Offer is terminated or expires without Buyer's having accepted shares for payment; all such subsequently tendered Shares shall constitute "Tendered Shares" for all purposes of this Agreement. Stockholder agrees not to withdraw any of the Tendered Shares unless the Offer is terminated or has expired without Buyer's having accepted the Tendered Shares for payment. Stockholder acknowledges and agrees that Buyer's obligation to accept for payment and pay for the Tendered Shares is subject to all the terms and conditions of the Offer. 5. Certain Events. If, on or after the date of this Agreement, there shall occur any stock dividend, stock split, recapitalization, combination or exchange of shares, merger, consolidation, reorganization or other change or transaction of or by Company as a result of which shares of any class of stock or other securities shall be issued in respect of any Shares, or if any Shares shall be changed into the same or a different number of shares of the same or another class of stock or other securities, or upon any other acquisition of any securities of Company in any other manner, and whether in compliance with the provisions of this Agreement or otherwise, any such shares or other securities shall, from and after their receipt or acquisition by Stockholder, constitute additional Shares of Stockholder. 2 6. No Solicitation. Except as permitted by the Merger Agreement, Stockholder agrees that between the date of this Agreement and the Termination Date, Stockholder will not directly or indirectly: (i) solicit, initiate, or take an action intended to encourage or induce the making, submission or announcement of any Third Party Acquisition; or (ii) engage or participate in any discussions or negotiations with any person (other than any officer, director, controlled affiliate or employee of Company or any of its subsidiaries or any investment banker, attorney or other advisor or representative of Company or any of its subsidiaries) regarding, or furnish to any person any information with respect to, or take any other action intended to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Third Party Acquisition. Stockholder will immediately cease and cause to be terminated any discussions or negotiations between Stockholder and any other parties that may be ongoing with respect to any Third Party Acquisition. Stockholder will promptly advise Buyer orally and in writing of any Third Party Acquisition proposal received by Stockholder or any request for information with respect to any Third Party Acquisition received by Stockholder, the material terms and conditions of such Third Party Acquisition or request and the identity of the person making such Third Party Acquisition proposal or request. This Agreement does not affect or restrict Stockholder's actions taken or not taken in his or her capacity as a director or officer of Company. 7. Further Assurances. Stockholder shall perform such further acts and execute any further documents and instruments as may reasonably be required to vest in Buyer the power to carry out the provisions of this Agreement. 8. Representations and Warranties of Stockholder. Stockholder hereby represents and warrants to Buyer as follows: (a) Stockholder has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Stockholder and this Agreement constitutes the valid and binding obligation of Stockholder, enforceable in accordance with its terms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with or result in any violation of, or default (with or without notice or lapse of time, or both) under any provision of any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Stockholder or to Stockholder's property or assets. No consent, approval, order or authorization of, or registration, declaration or filing with, any person or public authority is required by or with respect to Stockholder in connection with the execution and delivery of this Agreement or the consummation by Stockholder of the transactions contemplated hereby. (b) Stockholder is the record or beneficial owner of, or otherwise has the right to control, the number of Shares set forth on the signature page of this Agreement. Stockholder does not beneficially own, or have any existing right to acquire, any securities of Company other than as indicated on the signature page of this Agreement. Stockholder has voting power with respect to the matters set forth in Section 2 hereof with respect to all of the Shares set forth on the signature page hereof, with no limitations, qualifications or restrictions on such rights except as may be set forth in any trust agreement where Stockholder is acting as trustee. 3 9. Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties without the prior written consent of the other parties, except that Buyer may assign, in its sole discretion, any or all of its rights, interests and obligations hereunder to any direct or indirect wholly-owned subsidiary of Buyer. Subject to the preceding sentence, this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective, heirs, legal representatives, successors and permitted assigns of the parties hereto. 10. General Provisions. (a) Specific Performance. The parties hereto acknowledge that damages would be an inadequate remedy for any breach of the provisions of this Agreement and agree that the obligations of the parties hereunder shall be specifically enforceable. (b) Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses. (c) Amendments. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by the parties hereto. (d) Notices. All notices that are required or permitted hereunder shall be in writing and shall be sufficient if personally delivered or sent by mail, facsimile message or Federal Express or other delivery service. Any notices shall be deemed given upon the earlier of the date when received at, or the third day after the date when sent by registered or certified mail or the day after the date when sent by Federal Express to, the address or fax number set forth below, unless such address or fax number is changed by notice to the other party hereto: If to Buyer: Green Valley Acquisition Co., LLC c/o Ara Kervandjian and Paul Levinsohn 477 East Beaver Avenue State College, PA 16801-5696 Telecopier: (814) 234-3277 If to Stockholder, to the Stockholder's address indicated on the signature page to this Agreement. 4 (e) Descriptive Headings: Definitions. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All capitalized terms used herein but not defined herein shall have the meaning ascribed to them in the Merger Agreement. (f) Counterparts and Effectiveness. This Agreement may be executed in two counterparts, each of which shall be binding as of the date first written above, and all of which shall constitute one and the same agreement. (g) Entire Agreement. This Agreement (including the documents and instruments referred to herein) and the Proxy constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. (h) Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to its provisions concerning conflict of laws. IN WITNESS WHEREOF, Buyer and Stockholder have caused this Agreement to be signed, as of the date first written above. GREEN VALLEY ACQUISITION CO., LLC STOCKHOLDER By: By: ------------------------------- ------------------------------ Signature Name Name: -------------------------------- ------------------------------ Title Title: ------------------------------- ----------------------------- Address: ------------------------- Telephone: ------------------ Shares owned of record or beneficially or which Stockholder otherwise controls: ___________________ 5 EX-99 4 ex99-2.txt EXHIBIT 99.2 Exhibit 99.2 JOINT FILING AGREEMENT Pursuant to Rule 13-d1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree to the joint filing on behalf of each of them of a Schedule 13D (including any and all amendments thereto) with respect to the Common Stock of Uni-Marts Inc., and further agree that this Agreement shall be included as an Exhibit to such filings. The undersigned further agree that each party hereto is responsible for timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, provided that neither party is responsible for the completeness or accuracy of the information concerning the other party, unless such party knows or has reason to believe that such information is inaccurate. IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed this 3rd day of February, 2004. /S/ HENRY D. SAHAKIAN -------------------------------------------- Name: Henry D. Sahakian /S/ DANIEL D. SAHAKIAN -------------------------------------------- Name: Daniel D. Sahakian /S/ ARA M. KERVANDJIAN -------------------------------------------- Name: Ara M. Kervandjian /S/ ARMEN D. SAHAKIAN -------------------------------------------- Name: Armen D. Sahakian /S/ ALEX D. SAHAKIAN -------------------------------------------- Name: Alex D. Sahakian /S/ LUDMILA SAHAKIAN -------------------------------------------- Name: Ludmila Sahakian /S/ SEDA SAHAKIAN -------------------------------------------- Name: Seda Sahakian /S/ LARA SAHAKIAN -------------------------------------------- Name: Lara Sahakian /S/ FREDERICK I. SAHAKIAN -------------------------------------------- Name: Frederick I. Sahakian Green Valley Acquisition Co. LLC By: /S/ PAUL LEVINSOHN ------------------------------------- Name: Paul Levinsohn ------------------------------------- Title: Manager ------------------------------------- /S/ HEDDY L. KERVANDJIAN -------------------------------------------- Name: Heddy L. Kervandjian HFL CORPORATION By: /S/ DANIEL D. SAHAKIAN --------------------------------------------- Name: Daniel D. Sahakian --------------------------------------------- Title: President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----