UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
Uni-Marts Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)
904571 30 4
--------------------------------------------------------------------------------
(CUSIP Number)
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
receive Notices and Communications)
--------------------------------------------------------------------------------
(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 0
Shares _________________________________________________________________
8. Shared Voting Power
Beneficially
0
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
0
________________________________________________________________________________
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
________________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11)
0%
________________________________________________________________________________
14. Type of Reporting Person (See Instructions)
IN
2
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 0
Shares _________________________________________________________________
8. Shared Voting Power
Beneficially
0
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
0
________________________________________________________________________________
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
________________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11)
0%
________________________________________________________________________________
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 0
Shares _________________________________________________________________
8. Shared Voting Power
Beneficially
0
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
0
________________________________________________________________________________
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
________________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11)
0%
________________________________________________________________________________
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 0
Shares _________________________________________________________________
8. Shared Voting Power
Beneficially
0
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
0
________________________________________________________________________________
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
________________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11)
0%
________________________________________________________________________________
14. Type of Reporting Person (See Instructions)
IN
5
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 0
Shares _________________________________________________________________
8. Shared Voting Power
Beneficially
0
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
0
________________________________________________________________________________
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
________________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11)
0%
________________________________________________________________________________
14. Type of Reporting Person (See Instructions)
IN
6
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 0
Shares _________________________________________________________________
8. Shared Voting Power
Beneficially
0
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
0
________________________________________________________________________________
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
________________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11)
0%
________________________________________________________________________________
14. Type of Reporting Person (See Instructions)
IN
7
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 0
Shares _________________________________________________________________
8. Shared Voting Power
Beneficially
0
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
0
________________________________________________________________________________
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
________________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11)
0%
________________________________________________________________________________
14. Type of Reporting Person (See Instructions)
IN
8
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 0
Shares _________________________________________________________________
8. Shared Voting Power
Beneficially
0
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
0
________________________________________________________________________________
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
________________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11)
0%
________________________________________________________________________________
14. Type of Reporting Person (See Instructions)
IN
9
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 0
Shares _________________________________________________________________
8. Shared Voting Power
Beneficially
0
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
0
________________________________________________________________________________
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
________________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11)
0%
________________________________________________________________________________
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) 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 0
Shares _________________________________________________________________
8. Shared Voting Power
Beneficially
0
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
0
________________________________________________________________________________
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
________________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11)
0%
________________________________________________________________________________
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 0
Shares _________________________________________________________________
8. Shared Voting Power
Beneficially
0
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
0
________________________________________________________________________________
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
________________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11)
0%
________________________________________________________________________________
14. Type of Reporting Person (See Instructions)
IN
12
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 0
Shares _________________________________________________________________
8. Shared Voting Power
Beneficially
0
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
0
________________________________________________________________________________
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
________________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11)
0%
________________________________________________________________________________
14. Type of Reporting Person (See Instructions)
CO
13
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
Delaware
________________________________________________________________________________
7. Sole Voting Power
Number of 0
Shares _________________________________________________________________
8. Shared Voting Power
Beneficially
0
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
0
________________________________________________________________________________
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
________________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11)
0%
________________________________________________________________________________
14. Type of Reporting Person (See Instructions)
OO
14
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) PF
________________________________________________________________________________
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e). [_]
________________________________________________________________________________
6. Citizenship or Place of Organization
Pennsylvania
________________________________________________________________________________
7. Sole Voting Power
Number of 0
Shares _________________________________________________________________
8. Shared Voting Power
Beneficially
0
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
0
________________________________________________________________________________
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
________________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11)
0%
________________________________________________________________________________
14. Type of Reporting Person (See Instructions)
IN
15
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) PF
________________________________________________________________________________
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e). [_]
________________________________________________________________________________
6. Citizenship or Place of Organization
Pennsylvania
________________________________________________________________________________
7. Sole Voting Power
Number of 0
Shares _________________________________________________________________
8. Shared Voting Power
Beneficially
0
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
0
________________________________________________________________________________
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
________________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11)
0%
________________________________________________________________________________
14. Type of Reporting Person (See Instructions)
IN
16
This Amendment No. 2 (this "Amendment") amends the Schedule 13D filed
on February 6, 2004 (the "Schedule 13D"), as previously amended by Amendment No.
1 filed on March 24, 2004, 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 update the holdings of, and other information with respect to, the
Reporting Persons.
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 Amendment 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 served 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 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
17
(a) Ara M. Kervandjian
(b) Business address is 477 East Beaver Avenue, State College, PA 16801
(c) The Reporting Person served 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).
(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
18
(a) Seda Sahakian
(b) 180 Haymaker Circle, State College, PA 16801
(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) 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
19
(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.
(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
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(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
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to an Agreement and Plan of Merger between Green Valley and
the Issuer dated January 26, 2004 (the "Merger Agreement") and approved by the
stockholders of the Issuer at a special meeting of stockholders held on June 29,
2004, effective June 30, 2004, Green Valley acquired all of the outstanding
shares of common stock of the Issuer and the Issuer merged with and into Green
Valley (the "Merger"). Green Valley used working capital funds to acquire these
shares. The Reporting Persons who are individuals originally used personal funds
and HFL Corporation and KOTA Management originally used working capital funds to
acquire the shares that were beneficially owned by them prior to the Merger.
Green Valley had acquired beneficial ownership of certain other shares prior to
the Merger by entering into Tender and Voting Agreements with HFL Corporation
and each of the Reporting Persons who are individuals, 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.
The Merger Agreement became effective on June 30, 2004, at which time
the Issuer merged with and into Green Valley whereby Green Valley was the
surviving entity. At the effective time of the Merger Agreement, each issued and
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outstanding share of the Issuer's common stock was cancelled and converted
automatically into the right to receive $2.25 in cash per share. In addition,
each option to purchase shares of the Issuer was automatically converted into
the right to receive $2.25 in cash per share, less the applicable exercise
price, for each share of common stock subject to such option.
ITEM 4. PURPOSE OF TRANSACTION
As described in Item 3 above, the Reporting Persons had 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. The business and affairs of Green Valley are managed
under the direction of a board of managers that currently consists of seven
individuals, four of whom were appointed by an entity controlled by several
former members of management of the Issuer, including Henry D. Sahakian, Daniel
D. Sahakian and Ara Kervandjian, and three of whom were appointed by an entity
controlled by individuals who were not affiliated with the Issuer's former
management, including Paul A. Levinsohn and Raj J. Vakharia. The consummation of
the Merger pursuant to the Merger Agreement resulted in a change in control of
the Issuer. Following consummation of the Merger, the Issuer ceased to exist,
its securities were cancelled and exchanged for cash, and the limited liability
company operating agreement of Green Valley (the surviving entity) replaced the
capitalization structure, dividend policy, charter and bylaws of the Issuer.
Subsequent to the consummation of the merger, the Issuer's securities were
delisted from the inter-dealer quotation system on which its securities were
previously quoted.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As a result of the Merger, each of the Reporting Persons beneficially owns 0
shares of common stock of the Issuer. This constitutes 0% of the 7,208,725 total
shares outstanding as of April 30, 2004, as set forth in the Issuer's Definitive
Proxy Statement on Schedule 14A filed with the Securities and Exchange
Commission (the "SEC") on or about June 7, 2004.
(b) There are no shares as to which the Reporting Persons have sole power to
vote or to direct the vote, shared power to vote or direct the vote, sole or
shared power to dispose or to direct the disposition.
(c) Except as set forth herein, to the knowledge of the Reporting Persons, no
transactions in the class of securities reported on were effected during the
last 60 days by the persons named in response to paragraph (a).
(d) Other than as set forth in Items 3, 4, 5 and 7 of this Amendment or in the
Schedule 13D and Amendment No. 1 to 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, the Schedule 13D and Amendment No. 1 to
the Schedule 13D.
(e) On June 30, 2004, upon the effective time of the Merger, the Reporting
Persons ceased to be the beneficial owner of any shares of Common Stock.
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 had
previously 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.
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 with the SEC on February 6, 2004. The Issuer filed a copy of the
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Merger Agreement as an exhibit to its Current Report on Form 8-K/A filed with
the SEC on February 4, 2004.
A copy of the form of Joint Filing Agreement among the Reporting
Persons is included as Exhibit 99.1 to this Amendment.
[SIGNATURE PAGE TO FOLLOW]
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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
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