SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3/A
Amendment No. 4
Rule 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
Uni-Marts Inc.
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(Name of the Issuer)
Uni-Marts Inc., Green Valley Acquisition Co., LLC,
Henry D. Sahakian, Daniel D. Sahakian, Ara M. Kervandjian,
Raj Vakharia, Paul Levinsohn
HFL Corporation, Tri-Color Holdings, LLC, KOTA Holdings LLC,
and KOTA Management Co., L.L.C.
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(Name of Person(s) Filing Statement)
Common Stock, $0.10 par value per share
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(Title of Class of Securities)
904571304
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(CUSIP Number of Class of Securities)
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Uni-Marts Inc. Green Valley Acquisition Co., LLC KOTA Holdings LLC
477 East Beaver Avenue Henry D. Sahakian, Daniel D. Sahakian KOTA Management Co., L.L.C.
State College, PA 16801-5690 and Ara M. Kervandjian Raj Vakharia and
Attn: Stephen B. Krumholz HFL Corporation Paul Levinsohn
Tri-Color Holdings, LLC 51 Midwood Way
477 East Beaver Avenue Colonia, N.J. 07607
State College, PA 16801-5690 Attn: Raj Vakharia
Attn: Henry D. Sahakian
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
Copies to:
Saul Ewing LLP McCausland, Keen & Buckman
Centre Square West Radnor Court, Suite 160
1500 Market Street, 38th Floor 259 North Radnor-Chester Road
Philadelphia, PA 19102-2186 Randor, PA 19807-5240
Attn: David S. Antzis, Esq. Attn: Robert H. Young, Esq.
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information
statement subject to Regulation 14A [17 CFR 240.14a-1 to
240.14b-1]. Regulation 14C [17 CFR 240.14c-1 to 240.14c-101] or
Rule 13e-3(c) [ss.240.13e-3(c)] under the Securities Exchange
Act of 1934.
b. [ ] The filing of a registration statement under the Securities
Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ ]
Check the following box if the filing is a final amendment reporting the results
of the transaction: [X]
Calculation of Filing Fee
Transaction valuation* Amount of filing fee
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$9,265,320.75 $1,173.92
* This calculation is based on 0.00012670 multiplied by the transaction
valuation above. For purposes of calculation of this fee only, the
transaction valuation is based on the aggregate number of securities to
which the transaction applies multiplied by the per unit price or other
underlying value of the transaction. The aggregate number of securities
to which the transaction applies is based on (i) 3,925,850 shares of
Uni-Marts' common stock outstanding and owned by stockholders who will
not have an interest in Green Valley Acquisition Co., LLC after
consummation of the transaction; and (ii) outstanding stock options to
purchase an aggregate of 923,833 shares of Uni-Marts' common stock which
will be cashed out in the transaction. The per unit price of (i) each
outstanding share of common stock owned by stockholders is $2.25, and
(ii) each outstanding stock option to purchase shares of Uni-Marts'
common stock with a per share exercise price less than $2.25 will be
converted into the right to receive a cash payment equal to (a) the
difference between $2.25 and the per share exercise price for the shares
of common stock subject to such stock option, multiplied by (b) the
number of shares of common stock underlying each such stock option.
Stock options with an exercise price equal to or greater than $2.25 will
not receive any consideration in the transaction.
[X] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: $1,173.92
Form or Registration No.: SCHEDULE 14A - PRELIMINARY PROXY STATEMENT
Filing Party: Uni-Marts Inc.
Date Filed: March 25, 2004
This Amendment No. 4 to the Rule 13e-3 Transaction Statement on Schedule 13E-3
(as amended, the "Schedule 13E-3"), is being filed in connection with the merger
of Uni-Marts Inc. with and into Green Valley Acquisition Co., LLC (the
"Merger"), effective as of June 30, 2004, following the approval of the Merger
Agreement between Uni-Marts and Green Valley and the transactions contemplated
by the Merger Agreement by the stockholders of Uni-Marts at a Special Meeting of
Stockholders held on June 29, 2004.
As a result of the Merger, (i) Uni-Marts has been merged with and into Green
Valley, (ii) each issued and outstanding share of Uni-Marts' common stock has
been cancelled and converted automatically into the right to receive $2.25 in
cash per share, and (iii) Uni-Marts has ceased to exist.
This Amendment No. 4 to the Schedule 13E-3 is being filed with the Securities
and Exchange Commission as the final amendment to the Schedule 13E-3 to report
the results of the transaction contemplated by the Merger Agreement. A Form 15
is being filed contemporaneously with this Amendment No. 4 to terminate the
registration of Uni-Marts' common stock under the Securities Exchange Act of
1934, as amended, and the American Stock Exchange has terminated the listing of
Uni-Marts' common stock.
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SIGNATURE
After due 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.
Green Valley Acquisition Co., LLC
as successor to Uni-Marts Inc.
June 30, 2004 By: /s/ Paul Levinsohn
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Name: Paul Levinsohn
Title: Manager
Green Valley Acquisition Co., LLC
June 30, 2004 By: /s/ Paul Levinsohn
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Name: Paul Levinsohn
Title: Manager
HFL Corporation
June 30, 2004 By: /s/ Daniel D. Sahakian
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Name: Daniel D. Sahakian
Title: President
Tri-Color Holdings, LLC
June 30, 2004 By: /s/ Ara M. Kervandjian
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Name: Ara M. Kervandjian
Title: Manager
KOTA Holdings LLC
June 30, 2004 By: KOTA Management Co., L.L.C., Manager
By: /s/ Paul Levinsohn
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Name: Paul Levinsohn
Title: Manager
KOTA Management Co., L.L.C.
June 30, 2004 By: /s/ Paul Levinsohn
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Name: Paul Levinsohn
Title: Manager
June 30, 2004 /s/ Henry D. Sahakian
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Name: Henry D. Sahakian
June 30, 2004 /s/ Daniel D. Sahakian
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Name: Daniel D. Sahakian
June 30, 2004 /s/ Ara M. Kervandjian
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Name: Ara M. Kervandjian
June 30, 2004 /s/ Raj Vakharia
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Name: Raj Vakharia
June 30, 2004 /s/ Paul Levinsohn
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Name: Paul Levinsohn
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