-----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, KUcfAwqj0luE2o/GIXLkbldYeQfn+lyijQdvdMnh/QGFhhWxxzV7U+5urTQHNeSJ g2GigOADQyY25htcOHdVTw== 0000950137-98-000360.txt : 19980210 0000950137-98-000360.hdr.sgml : 19980210 ACCESSION NUMBER: 0000950137-98-000360 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980209 SROS: NONE 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: SEC FILE NUMBER: 005-37221 FILM NUMBER: 98525504 BUSINESS ADDRESS: STREET 1: 477 E BEAVER AVE CITY: STATE COLLEGE STATE: PA ZIP: 16801-5690 BUSINESS PHONE: 8142346000 MAIL ADDRESS: STREET 1: 477 E BEAVER AVE STREET 2: 477 E BEAVER AVE CITY: STATE COLLEGE STATE: PA ZIP: 16801 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GETTY PETROLEUM MARKETING INC /MD/ CENTRAL INDEX KEY: 0001025742 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PETROLEUM BULK STATIONS & TERMINALS [5171] IRS NUMBER: 113339235 STATE OF INCORPORATION: MD FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 125 JERICHO TURNPIKE CITY: JERICHO STATE: NY ZIP: 11753 BUSINESS PHONE: 5163386000 MAIL ADDRESS: STREET 1: 125 JERICHO TURNPIKE CITY: JERICHO STATE: NY ZIP: 11753 FORMER COMPANY: FORMER CONFORMED NAME: GETTY REALTY CORP DATE OF NAME CHANGE: 19970425 FORMER COMPANY: FORMER CONFORMED NAME: GETTY PETROLEUM MARKETING INC DATE OF NAME CHANGE: 19961022 SC 13D 1 SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) UNI-MARTS, INC. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.10 par value per share - ------------------------------------------------------------------------------- (Title of Class of Securities) 904571-30-4 - ------------------------------------------------------------------------------- (CUSIP Number) Getty Petroleum Marketing Inc. 125 Jericho Turnpike Jericho, New York 11753 (516) 338-6000 Attention: Samuel M. Jones - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 30, 1998 - ------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ]. (Continued on the following page) Page 1 of 8 Pages 2 SCHEDULE 13D CUSIP No. 904571-30-4 Page 2 of 8 Pages 1 NAME OF REPORTING PERSON GETTY PETROLEUM MARKETING INC. I.R.S. EMPLOYER IDENTIFICATION NO.: 11-3339235 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION MARYLAND 7 SOLE VOTING POWER NUMBER OF 487,000 SHARES SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 487,000 SHARES 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 487,000 SHARES 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.3% 14 TYPE OF REPORTING PERSON CO 3 Page 3 of 8 Pages ITEM 1. SECURITY AND ISSUER. This schedule relates to shares of common stock, $.10 par value per share (the "Common Stock"), of Uni-Marts, Inc., a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 477 East Beaver Avenue, State College, PA 16801-5690. ITEM 2. IDENTITY AND BACKGROUND. (a) This schedule is being filed by Getty Petroleum Marketing Inc., a Maryland corporation (the "Reporting Person"). (b) The principal executive offices and principal business of the Reporting Person are located at 125 Jericho Turnpike, Jericho, New York 11753. The names, business addresses and principal businesses of each of the directors and executive officers of the Reporting Person are set forth on Schedule I hereto and incorporated by reference herein. (c) The principal business of the Reporting Person is the marketing of petroleum products. (d) During the last five years, neither the Reporting Person nor, to the best of its knowledge, any of the directors or executive officers of the Reporting Person, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, neither the Reporting Person nor, to the best of its knowledge, any of the directors or executive officers of the Reporting Person, has been a 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 violations with respect to such laws. (f) To the best knowledge of the Reporting Person, each of the directors and executive officers of the Reporting Person is a United States citizen. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The amount of funds used to purchase the shares of Common stock covered by this schedule (the "Shares") was approximately $1,461,000, all of which amount was funded by available cash of the Reporting Person. ITEM 4. PURPOSE OF TRANSACTION. The Reporting Person acquired the Shares in order to obtain an equity position in the Company. The Reporting Person intends to review on a continuing basis its investment in the Shares in light of the factors discussed herein. 4 Page 4 of 8 Pages The Reporting Person may from time to time, subject to the continuing evaluation of the factors discussed herein, acquire additional shares in the open market or in privately negotiated transactions or otherwise. Any such actions the Reporting Person might undertake will be dependent upon the Reporting Person's review of numerous factors, including, among other things, the availability of shares for purchase and the price levels of such shares; general market and economic conditions; on-going evaluation of the Company's business, financial condition, operations and prospects; the relative attractiveness of alternative business and investment opportunities; the actions of the management and the Board of Directors of the Company; and other future developments. Depending on the factors discussed herein, the Reporting Person may, from time to time, retain or sell all or a portion of the shares in the open market or in privately negotiated transactions. Although the foregoing reflects activities presently contemplated by the Reporting Person with respect to the Company, the foregoing is subject to change at any time. Except as set forth above, the Reporting Person has no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13(d). ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The Reporting Person beneficially owns an aggregate of 487,000 shares of the Common Stock. According to Amendment No. 1 to the Company's Annual Report on Form 10-K/A for the fiscal year ended September 30, 1997, there were 6,669,515 shares of the Common Stock outstanding as of December 31, 1997. On that basis, the Reporting Person's Shares constitute approximately 7.3% of the outstanding shares of the Common Stock. The Shares were purchased by the Reporting Person in a brokerage transaction for a purchase price of $3.00 per share on January 30, 1998. (b) The Reporting Person has the sole power to vote or direct the vote, and to dispose or to direct the disposition of the Shares. (c) Except as stated in this Item 5, there have been no transactions in the Common Stock that were effected by or on behalf of the Reporting Person or, to the best knowledge of the Reporting Person, any director or executive officer of the Reporting Person in the past 60 days. (d) To the best knowledge of the Reporting Person, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Not applicable. 5 Page 5 of 8 Pages ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Not applicable. 6 Page 6 of 8 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. GETTY PETROLEUM MARKETING INC. Dated: February 9, 1998 /s/ Leo Liebowitz ---------------------------------- Name: Leo Liebowitz Chairman, Chief Executive Officer and Director 7 Page 7 of 8 Pages SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF GETTY PETROLEUM MARKETING INC. The name, business address, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of Getty Petroleum Marketing Inc. is set forth below.
NAME AND BUSINESS POSITION WITH GETTY PRINCIPAL OCCUPATION, IF OTHER THAN ADDRESS PETROLEUM AS EXECUTIVE OFFICER OF GETTY MARKETING INC. PETROLEUM MARKETING INC. - ----------------- ------------------- ----------------------------------- Leo Liebowitz Chairman, Chief Executive Getty Petroleum Marketing Inc. Officer and Director 125 Jericho Turnpike Jericho, NY 11753 Milton Safenowitz Director 7124 Queenferry Cr. Boca Raton, FL 33496 Ronald E. Hall Director Chairman of the Board of Howell The Howell Corporation Corporation, a company engaged 1111 Fannin Street, Suite 1500 primarily in the exploration, Houston, TX 77020 production, acquisition and development of oil and gas properties Richard E. Montag Director Vice President - Development of the The Richard E. Jacobs Group, Inc. Richard E. Jacobs Group, a regional 235 East 48th Street shopping mall developer New York, NY 10019 Matthew J. Chanin Director Senior Managing Director of Prudential Capital Group Prudential Capital Group, an 3 Gateway Center investment unit of the Prudential Newark, NJ 07102 Insurance Company of America Vincent J. Delaurentis President Getty Petroleum Marketing Inc. 125 Jericho Turnpike Jericho, NY 11753
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NAME AND BUSINESS POSITION WITH GETTY PRINCIPAL OCCUPATION, IF OTHER THAN ADDRESS PETROLEUM AS EXECUTIVE OFFICER OF GETTY MARKETING INC. PETROLEUM MARKETING INC. - ----------------- ------------------- ----------------------------------- Michael K. Hantman Vice President and Corporate Getty Petroleum Marketing Inc. Controller 125 Jericho Turnpike Jericho, NY 11753 Samuel M. Jones Vice President, Corporate Getty Petroleum Marketing Inc. Secretary and General Counsel 125 Jericho Turnpike Jericho, NY 11753
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