-----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, JtwvmdT0k97QmMYuq0+VHGGY5B0cMO2qbywSZfpJ5mf1uhphSh5IhVgWRZuDfL/o BrDRvQIBhdLOO0myvXz7RQ== 0000950116-04-000938.txt : 20040324 0000950116-04-000938.hdr.sgml : 20040324 20040324172538 ACCESSION NUMBER: 0000950116-04-000938 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040324 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: KOTA MANAGEMENT COMPANY, LLC GROUP MEMBERS: LARA SHAKIAN GROUP MEMBERS: LUDMILA SHAKIAN GROUP MEMBERS: PAUL A. LEVINSOHN GROUP MEMBERS: RAJ J. VAKHARIA GROUP MEMBERS: SEDA SHAKIAN 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/A MAIL ADDRESS: STREET 1: 477 EAST BEAVER AVE CITY: STATE COLLEGE STATE: PA ZIP: 16801 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37221 FILM NUMBER: 04687980 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 SC 13D/A 1 sc13d-a.txt SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* 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) March 19, 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 3,585,059 Owned by _________________________________________________________________ Each 9. Sole Dispositive Power Reporting 632,557 Person _________________________________________________________________ 10. Shared Dispositive Power With 677,650 ________________________________________________________________________________ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,585,059 ________________________________________________________________________________ 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ________________________________________________________________________________ 13. Percent of Class Represented by Amount in Row (11) 47.9% (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 3,585,059 Owned by _________________________________________________________________ Each 9. Sole Dispositive Power Reporting 453,923 Person _________________________________________________________________ 10. Shared Dispositive Power With 687,235 ________________________________________________________________________________ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,585,059 ________________________________________________________________________________ 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ________________________________________________________________________________ 13. Percent of Class Represented by Amount in Row (11) 47.9% (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 3,585,059 Owned by _________________________________________________________________ Each 9. Sole Dispositive Power Reporting 119,300 Person _________________________________________________________________ 10. Shared Dispositive Power With 52,509 ________________________________________________________________________________ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,585,059 ________________________________________________________________________________ 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ________________________________________________________________________________ 13. Percent of Class Represented by Amount in Row (11) 47.9% (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 3,585,059 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 3,585,059 ________________________________________________________________________________ 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ________________________________________________________________________________ 13. Percent of Class Represented by Amount in Row (11) 47.9% (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 3,585,059 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 3,585,059 ________________________________________________________________________________ 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ________________________________________________________________________________ 13. Percent of Class Represented by Amount in Row (11) 47.9% (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 3,585,059 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 3,585,059 ________________________________________________________________________________ 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ________________________________________________________________________________ 13. Percent of Class Represented by Amount in Row (11) 47.9% (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 3,585,059 Owned by _________________________________________________________________ Each 9. Sole Dispositive Power Reporting Person _________________________________________________________________ 10. Shared Dispositive Power With 259,335 ________________________________________________________________________________ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,585,059 ________________________________________________________________________________ 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ________________________________________________________________________________ 13. Percent of Class Represented by Amount in Row (11) 47.9% (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 3,585,059 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 3,585,059 ________________________________________________________________________________ 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ________________________________________________________________________________ 13. Percent of Class Represented by Amount in Row (11) 47.9% (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 3,585,059 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 3,585,059 ________________________________________________________________________________ 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ________________________________________________________________________________ 13. Percent of Class Represented by Amount in Row (11) 47.9% (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 3,585,059 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 3,585,059 ________________________________________________________________________________ 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ________________________________________________________________________________ 13. Percent of Class Represented by Amount in Row (11) 47.9% (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 3,585,059 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 3,585,059 ________________________________________________________________________________ 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ________________________________________________________________________________ 13. Percent of Class Represented by Amount in Row (11) 47.9% (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) WC ________________________________________________________________________________ 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 3,585,059 Owned by _________________________________________________________________ Each 9. Sole Dispositive Power Reporting Person _________________________________________________________________ 10. Shared Dispositive Power With 549,750 ________________________________________________________________________________ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,585,059 ________________________________________________________________________________ 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ________________________________________________________________________________ 13. Percent of Class Represented by Amount in Row (11) 47.9% (See Item 5) ________________________________________________________________________________ 14. Type of Reporting Person (See Instructions) CO -12- CUSIP No. 904571 30 4 --------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). KOTA Management Company, 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) WC ________________________________________________________________________________ 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 3,585,059 Owned by _________________________________________________________________ Each 9. Sole Dispositive Power Reporting Person _________________________________________________________________ 10. Shared Dispositive Power With 160,560 ________________________________________________________________________________ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,585,059 ________________________________________________________________________________ 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ________________________________________________________________________________ 13. Percent of Class Represented by Amount in Row (11) 47.9% (See Item 5) ________________________________________________________________________________ 14. Type of Reporting Person (See Instructions) OO -13- CUSIP No. 904571 30 4 --------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Paul A. Levinsohn ________________________________________________________________________________ 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) FF ________________________________________________________________________________ 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 3,585,059 Owned by _________________________________________________________________ Each 9. Sole Dispositive Power Reporting Person _________________________________________________________________ 10. Shared Dispositive Power With 160,560 ________________________________________________________________________________ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,585,059 ________________________________________________________________________________ 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ________________________________________________________________________________ 13. Percent of Class Represented by Amount in Row (11) 47.9% (See Item 5) ________________________________________________________________________________ 14. Type of Reporting Person (See Instructions) IN -14- CUSIP No. 904571 30 4 --------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Raj J. Vakharia ________________________________________________________________________________ 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) FF ________________________________________________________________________________ 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 3,585,059 Owned by _________________________________________________________________ Each 9. Sole Dispositive Power Reporting Person _________________________________________________________________ 10. Shared Dispositive Power With 160,560 ________________________________________________________________________________ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,585,059 ________________________________________________________________________________ 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ________________________________________________________________________________ 13. Percent of Class Represented by Amount in Row (11) 47.9% (See Item 5) ________________________________________________________________________________ 14. Type of Reporting Person (See Instructions) IN -15- This Amendment No. 1 (this "Amendment") amends the Schedule 13D filed on February 6, 2004 (the "Schedule 13D") by Green Valley Acquisition Company, LLC ("Green Valley") and other Reporting Persons filing as a group as set forth herein. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Schedule 13D. This Amendment is being filed to add KOTA Management Company, LLC ("KOTA Management") as a group member and to update the holdings of, and other information with respect to, the other Reporting Persons who are members of the filing group. 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). -16- (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 -17- (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. -18- (a) KOTA Management Company, LLC (b) Business address is 51 Midwood Way, Colonia, New Jersey 07067 (c) The principal business of the Reporting Person is to acquire and own shares of common stock 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) Delaware. (a) Paul A. Levinsohn (b) 51 Midwood Way, Colonia, New Jersey 07067 (c) The Reporting Person is the managing member of Harrelson, LLC, a firm specializing in commercial real estate development and corporate acquisitions. The Reporting Person also is a manager of KOTA Management. (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) Raj J. Vakharia (b) 51 Midwood Way, Colonia, New Jersey 07067 (c) The Reporting Person is the managing member of Reliance Properties, LLC, a real estate firm specializing in commercial and residential development. The Reporting Person also is a manager of KOTA Management. (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 -19- Item 3. Source and Amount of Funds or Other Consideration The Reporting Persons who are individuals used personal funds and HFL Corporation and KOTA Management used working capital funds to acquire the shares beneficially owned by them. Green Valley has acquired beneficial ownership by entering into Tender and Voting Agreements with HFL Corporation and each of the individual Reporting Persons, dated January 26, 2004 and with KOTA Management dated March 19, 2004, (the "Voting Agreements"). Pursuant to the Voting Agreements, each Reporting Person granted an irrevocable proxy to Green Valley to vote the shares beneficially owned by such 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 have entered into the Voting Agreements with Green Valley pursuant to the Merger Agreement. Pursuant to the Voting Agreements, each Reporting Person granted an irrevocable proxy to Green Valley to vote the shares beneficially owned by such 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 seven individuals, four 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, including Paul A. Levinsohn and Raj J. Vakharia. 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; -20- 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 3,585,059 shares of Common Stock (the "Shares"). This constitutes 47.9% of the 7,205,229 total shares outstanding as of March 19, 2004, as set forth in the Issuer's Preliminary Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the "SEC") on or about March 24, 2004. (b) See Items 7 through 10 of the cover page to this Amendment 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 632,557 shares of the Issuer's common stock, including 133,000 shares issuable upon exercise of employee stock options. These shares do not include approximately 72,506 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 677,650 shares of the Issuer's common stock, including 92,400 shares held jointly with his wife, Seda Sahakian, and 549,750 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, 453,923 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 and 35,000 shares issuable upon exercise of employee stock options held by Daniel D. Sahakian. Daniel D. Sahakian has shared power to dispose or direct the disposition of 687,235 shares of the Issuer's common stock, including 6,050 shares held jointly with his wife, Ludmila Sahakian, 549,750 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, 119,300 shares of the Issuer's common stock including 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, including 26,711 shares held by the Kervandjian Family Limited Partnership and 25,798 shares 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 shared power to dispose or direct the disposition of 259,335 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 vote or direct the vote of 3,585,059 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, including 26,711 shares held by the Karvandjian Family Limited Partnership and 25,798 shares held jointly with her husband, Ara M. Kervandjian. 12) HFL Corporation has shared power to dispose of or direct the disposition of 549,750 shares of the Issuer's common stock held by it as record owner. 13) KOTA Management has shared power to dispose of or direct the disposition of 160,560 shares of the Issuer's common stock held by it as record owner. 14) Paul A. Levinsohn has shared power to dispose or direct the disposition of 160,560 shares of the Issuer's common stock held by KOTA Management for which Paul A. Levinsohn serves as a manager. 15) Raj J. Vakharia has shared power to dispose or direct the disposition of 160,560 shares of the Issuer's common stock held by KOTA Management for which Raj J. Vakharia serves as a manager. -21- (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. 0n March 4, 2004, HFL Corporation purchased 30,010 shares of the Issuer's common stock from a member of the Sahakian family. The purchase price of each share was $2.25, which is equal to the consideration to be paid upon consummation of the merger. On March 19, 2004, HP Limited Partnership and its affiliates entered into an agreement pursuant to which HP Limited Partnership and its affiliates sold all of the shares owned by them as of that date (401,400) to HFL Corporation (240,840 shares) and KOTA Management (160,560 shares) at a price of $2.25 per share, which is equal to the consideration to be paid upon consummation of the merger. (d) Other than as set forth in Items 3, 4, 5 and 7 of this Amendment or the 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 Amendment and the 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 have entered into the Voting Agreements with Green Valley pursuant to the Merger Agreement. Pursuant to the Voting Agreements, each Reporting Person granted an irrevocable proxy to Green Valley to vote the shares beneficially owned by such Reporting Person in favor of the merger of the Issuer with and into Green Valley pursuant to the Merger Agreement. -22- Item 7. Material to Be Filed as Exhibits A copy of the form of Voting Agreement executed by each of the Reporting Persons and Green Valley was included as Exhibit 99.1 to the Schedule 13D filed on February 6, 2004. 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, 6,380 shares beneficially owned as trustee of a trust for the benefit of Seda 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 Includes 211,750 shares beneficially owned as trustee of a trust for the benefit of Alex D. Sahakian Seda Sahakian 35,500 Lara Sahakian 57,100 Frederick I. Sahakian 336,300 HFL Corporation 549,750 KOTA Management 160,560
A copy of the stock purchase agreement dated March 19, 2004, among HP Limited Partnership and its affiliates and KOTA Management is included as Exhibit 99.1 to this Amendment. In addition, a copy of the form of Joint Filing Agreement among the Reporting Persons is included as Exhibit 99.2 to this Amendment. 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. -23- 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 -24- KOTA MANAGEMENT COMPANY, LLC By: /S/ PAUL A. LEVINSOHN ----------------------------------------- Name: Paul A. Levinsohn ----------------------------------------- Title: Manager ----------------------------------------- By: /S/ PAUL A. LEVINSOHN ----------------------------------------- Name: Paul A. Levinsohn By: /S/ RAJ J. VAKHARIA ----------------------------------------- Name: Raj J. Vakharia -25- EX-99 3 ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement ("Agreement") is made and entered into as of this 19th day of March, 2004, by and among HFL Corporation, a Pennsylvania corporation ("HFL"), and KOTA Management Company, LLC, a Delaware limited liability company ("Kota") (HFL and Kota are collectively referred to herein as "Buyers" and individually as a "Buyer"), and HP Limited Partnership, a Massachusetts limited partnership ("HP") and Pilgrim Farms Dairy, Inc., a Massachusetts corporation ("Pilgrim") (HP and Pilgrim are collectively referred to herein as "Sellers" and individually as a "Seller"). BACKGROUND WHEREAS, HP owns an aggregate of Four Hundred One Thousand Two Hundred (401,200) shares (the " HP Shares") of the common stock of Uni-Marts Inc. ("Uni-Marts"); WHEREAS, Pilgrim owns an aggregate of One Hundred (100) shares (the "Pilgrim Shares") of the common stock of Uni-Marts (the Pilgrim Shares along with the HP Shares, collectively hereinafter referred to as the "Shares"). WHEREAS, Green Valley Acquisition Co., LLC ("Green Valley") and Uni-Marts have entered into an Agreement and Plan of Merger dated January 26, 2004 (the "Merger Agreement"), pursuant to which Uni-Marts is to be merged with and into Green Valley (the "Merger"); WHEREAS, Sellers have requested to sell the Shares to Buyers prior to the Merger, and Buyers are willing to purchase the Shares, upon and subject to the terms and conditions hereof; and, WHEREAS, the parties contemplate that the closing of the transactions described herein shall be held simultaneously with the execution of this Agreement. NOW, THEREFORE, in consideration of the foregoing premises and mutual covenants set forth herein, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Purchase and Sale. a. Buyers hereby purchase, and Sellers hereby sell, transfer and assign to Buyers the Shares, free and clear of all liens, claims, encumbrances, pledges and security interests whatsoever (collectively, "Liens"). Simultaneously with the execution hereof, (i) Buyers shall pay $2.25 per Share, or Nine Hundred Two Thousand Nine Hundred Twenty-Five ($902,925) Dollars in the aggregate (the "Purchase Price"), by delivering such amount by wire transfer, in immediately available U.S. funds, to Buyers' counsel, to be released to Sellers immediately upon notification from Uni-Marts' transfer agent that Sellers' documents of transfer have been accepted and new certificates for the Shares are being issued to Buyers, and (ii) Sellers shall issue to their broker a request for expedited transfer of the Shares to Buyers in the proportions set forth below and shall provide to Buyers a copy of the broker's written confirmation with respect to such transfer. HFL and Kota are purchasing 60% and 40%, respectively, of the Shares, and paying 60% and 40%, respectively, of the Purchase Price. b. The parties hereto are not aware of any stock or other transfer taxes or charges, including but not limited to sales taxes and document recording fees (collectively, "Taxes"), to be imposed in connection with the transfer of the Shares. However, to the extent any Taxes are imposed or incurred in connection with the transfer of the Shares, all such Taxes shall be paid by Buyers. 2. Representations and Warranties of Sellers. Each Seller hereby represents and warrants to Buyers as follows with respect to itself: a. Ownership. HP owns all of the HP Shares, and Pilgram owns all of the Pilgram Shares, in each case free and clear of all Liens, and the delivery to Buyers of such Shares pursuant to the provisions of this Agreement will transfer to Buyers valid title thereto, free and clear of all Liens. Such Shares represent all of such Seller's equity interest in Uni-Marts, and neither such Seller nor any of its affiliates (including, without limitation, any officer, director, shareholder, general partner or limited partner of such Seller; any person or entity controlling, controlled by or under common control with such Seller; or, any spouse or children of any officer, director, stockholder, general partner and limited partner of such Seller) has any other issued and outstanding debt or equity securities, or options, warrants or other security convertible into stock of Uni-Marts. b. Authority; Binding Effect. Such Seller has the full power and authority to make, execute, deliver and perform this Agreement and the other instruments and documents required or contemplated hereby, and such execution, delivery and performance have been duly authorized by all necessary action on the part of such Seller. This Agreement constitutes the valid and binding obligation of such Seller enforceable against such Seller in accordance with its terms. c. Absence of Conflicting Agreements. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, do not, with or without the giving of notice, the lapse of time or both: (i) conflict with or constitute a breach of or a default under such Seller's organizational documents, as applicable, (ii) contravene or conflict with, or constitute a violation of, any judgment, injunction, order or decree binding upon or applicable to such Seller, (iii) require any consent, approval or other action by any third party, (iv) contravene or conflict with, or constitute a violation of, any agreement to which such Seller is a party or by which such Seller is bound, or (v) result in the creation or imposition of any Lien on the Shares. d. Unsolicited Sale; Fairness; Access. Such Seller is selling the Shares hereunder on such Seller's own initiative, without solicitation of any kind by Buyers, Uni-Marts, Green Valley, any director, officer, employee or other party affiliated with Buyers, Uni-Marts or Green Valley, or any third party. Such Seller has made an independent determination that $2.25 per Share is a fair price for the Shares. Such Seller has had an opportunity to discuss the business, affairs and current prospects of Uni-Marts with its officers and has had access to such information about Uni-Marts as such Seller has requested, which information is all the information necessary or appropriate for such Seller to form a sales decision with respect to the Shares owned or held by such Seller and/or to determine the fairness of the consideration to be paid hereunder. 2 e. Election with Respect to Merger and Class Action. Such Seller is aware of and has been fully informed with regard to (i) the Merger Agreement and the Merger, and (ii) that certain consolidated class action lawsuit currently pending in the Delaware Chancery Court against Uni-Marts, the members of Uni-Marts' board of directors and Green Valley (the "Pending Action"). Such Seller has voluntarily elected to sell its Shares pursuant to the terms of this Agreement in lieu of participation in the Merger, the Pending Action and/or any other action filed or to be filed on behalf of the stockholders of Uni-Marts in connection with the Merger Agreement and/or the Merger (each, an "Action"), and to accept the price of $2.25 per Share in full consideration for all rights that such Seller has or may have pursuant to or in connection with the Merger and/or any Action. f. Survival. The representations and warranties made by Sellers in this Section 2 shall survive the closing of the transactions contemplated herein and the delivery of the Shares. Any investigation or other examination that may have been made at any time by or on behalf of Buyers shall not limit, diminish or in any way affect Sellers' representations and warranties, and Buyers may rely on such representations and warranties irrespective of any information obtained by Buyers by any investigation, examination or otherwise. 3. Representations and Warranties of Buyers. Each Buyer represents and warrants to Sellers as follows with respect to itself: a. Organization. HFL is a corporation duly organized and validly subsisting under the laws of the Commonwealth of Pennsylvania, and Kota is a limited liability company duly organized and validly existing under the laws of the State of Delaware. b. Authority. Such Buyer has the full corporate or limited liability company power and authority, as the case may be, to make, execute, deliver and perform this Agreement, and such execution, performance and consummation have been duly authorized by all necessary corporate or limited liability company action on the part of such Buyer. c. Binding Effect. This Agreement constitutes the valid and binding obligation of such Buyer, enforceable against such Buyer in accordance with its terms. d. Absence of Conflicting Agreements. Neither the execution or delivery of this Agreement nor the performance by such Buyer of the transactions contemplated hereby, conflicts with, or constitutes a breach of or a default under (i) such Buyer's organizational documents; (ii) any applicable law, rule, judgment, order, writ, injunction, or decree of any court, currently in effect; (iii) any applicable rule or regulation of any administrative agency or other governmental authority currently in effect; or (iv) any agreement, indenture, contract or instrument to which such Buyer is now a party or by which such Buyer or any of such Buyer's properties are bound, including without limitation the Merger Agreement. 3 e. Survival. The representations and warranties made by Buyers in this Section 3 shall survive the closing of the transactions contemplated herein and the delivery of the Shares. Any investigation or other examination that may have been made at any time by or on behalf of Sellers shall not limit, diminish or in any way affect Buyers' representations and warranties, and Sellers may rely on such representations and warranties irrespective of any information obtained by Sellers by any investigation, examination or otherwise. 4. Acknowledgment and Release by Sellers. Each Seller, for itself and on behalf of its officers, directors, stockholders, members, managers, general and limited partners, successors and assigns, as applicable (collectively, the "Seller Parties"), (a) acknowledges and agrees that from and after the date of this Agreement, such Seller shall have no right to participate in the Merger as a stockholder of Uni-Marts or otherwise (including without limitation the right to receive a copy of Uni-Marts' proxy statement with respect to the Merger and/or to vote on the Merger Agreement and the Merger), and (b) covenants and agrees that from and after the date hereof, until the earlier of the Effective Time (as defined in the Merger Agreement) or termination of the Merger Agreement, it will not purchase any common stock or other debt or equity securities, or options, warrants or other security convertible into stock of Uni-Marts. In consideration for Buyers' obligations and performance hereunder, each Seller, for itself and on behalf of each the Seller Parties, hereby releases and forever discharges Buyers, Uni-Marts, Green Valley and each of their respective officers, directors, stockholders, members, managers, agents, attorneys, affiliates, successors and assigns of and from any and all claims against the foregoing parties, known or unknown, that such Seller or any Seller Party has, has had or may have, from the beginning of time to the Effective Time including without limitation claims with respect to or in connection with (w) Sellers' ownership of the Shares, (x) Sellers' status as stockholders of Uni-Marts or any of its affiliates, (y) the Merger Agreement and the Merger, and/or (z) the purchase by Buyers of the Shares hereunder, except any claim for nonpayment pursuant to Section 1 hereof and any breach of Buyers' representation and warrants pursuant to Section 3 hereof. Without limiting the generality of the foregoing, each Seller hereby expressly waives any rights it may have to participate as a named plaintiff, a member of the class or otherwise in the Pending Action and/or any other Action. Each Seller and each Seller Party, to the extent applicable, shall timely execute and deliver to the appropriate party(ies) any and all documents or instruments necessary or appropriate to "opt out" of each such Action. To the extent that Sellers are not given the opportunity to opt out of any Action, that any opt-out period with respect to an Action has expired prior to the date hereof, and/or that any Seller or any other Seller Party receives any distribution on account of any Action, such party shall promptly remit and pay over any such distribution to Buyers. 5. Indemnification by Sellers. Sellers shall jointly and severally indemnify, defend and hold harmless Buyers, Uni-Marts, Green Valley and each of their respective officers, directors, stockholders, members, managers, agents, attorneys, affiliates, successors and assigns from and against any and all damages, losses, liabilities, costs and expenses (including attorneys' fees and court costs) (collectively, "Losses") arising out of or related, directly or indirectly, to any breach of any representation, warranty or covenant of Sellers or any Seller Party hereunder. 4 6. Indemnification by Buyers. Each Buyer shall defend and hold harmless Sellers and each of their respective officers, directors, stockholders, members, managers, agents, attorneys, affiliates, successors and assigns from and against any and all Losses arising out of or related, directly or indirectly, to any breach of any representation, warranty or covenant of such Buyer or any Buyer Party affiliated with such Buyer hereunder. 7. Further Assurances. If at any time after the execution hereof, Buyers shall consider it advisable that any further conveyances, agreements, documents, instruments and assurances of law or any other things are necessary or desirable to vest, perfect, confirm or record in Buyers title to the Shares, Sellers shall execute and deliver, upon Buyers' request, any and all proper conveyances, agreements, documents, instruments and assurances of law, and do all things reasonably necessary or proper to vest, perfect, confirm or record title to the Shares in Buyers and otherwise to carry out the provisions of this Agreement. 8. Miscellaneous. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior agreement, whether written or oral, with regard thereto. This Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the respective successors and assigns of the parties hereto. This Agreement shall be governed by, construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to the principles of conflicts of law thereof. Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof. 9. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. [Remainder of Page Left Intentionally Blank] 5 IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the parties as of the date first above written. "BUYERS" HFL CORPORATION By: /s/ Daniel D. Sahakian ------------------------------------------- Name: Daniel D. Sahakian Title: President and Chief Executive Officer KOTA MANAGEMENT COMPANY, LLC By: /s/ Paul A. Levinsohn --------------------- Name: Paul A. Levinsohn Title: Manager "SELLERS" HP LIMITED PARTNERSHIP By: /s/ Yeota Betty Haseotes ------------------------- Name: Yeota Betty Haseotes Title: General Partner PILGRIM DAIRY FARMS, INC. By: /s/ Demetrios B. Haseotes -------------------------- Name: Demetrios B. Haseotes Title: President 6 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 Amendment No. 1 to Schedule 13D filed on February 6, 2004 (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 Amendment to 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 24th day of March, 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 A. LEVINSOHN ------------------------------------- Name: Paul A. 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 KOTA MANAGEMENT COMPANY, LLC By: /S/ PAUL A. LEVINSOHN ----------------------------------------- Name: Paul A. Levinsohn ----------------------------------------- Title: Manager ----------------------------------------- By: /S/ PAUL A. LEVINSOHN ----------------------------------------- Name: Paul A. Levinsohn By: /S/ RAJ J. VAKHARIA ----------------------------------------- Name: Raj J. Vakharia -----END PRIVACY-ENHANCED MESSAGE-----