SCHEDULE 13D Page 1 of 16 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____________)*
UNI -MARTS, INC.
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(Name of Issuer)
Common Stock, $0.10 par value
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Title of Class of Securities
904571304
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(CUSIP Number)
William F. Griffin, Jr., Davis, Malm & D'Agostine, P.C., One Boston Place,
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Boston, MA 617-367-2500
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 23, 2001
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(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 (S)240.13d-1(e), 240.13d-1(f) or 240.13d-
1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See (S)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 Partnership'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).
SCHEDULE 13D
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CUSIP NO. 904571 30 4 Page 2 of 16 Pages
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HP Limited Partnership EIN: 05-0502603
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
USA
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SOLE VOTING POWER
7
NUMBER OF 519,700
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
-0-
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 519,700
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
519,700
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.36%
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TYPE OF REPORTING PERSON*
14
PN
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SCHEDULE 13D
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CUSIP NO. 904571 30 4 Page 3 of 16 Pages
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Yeota Betty Haseotes
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
USA
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 519,700
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
-0-
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 519,700
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
519,700
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.36%
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TYPE OF REPORTING PERSON*
14
IN
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SCHEDULE 13D
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CUSIP NO. 904571 30 4 Page 4 of 16 Pages
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Item 1. Security and Issuer
Common Stock, $.10 par value
Uni-Marts, Inc.
477 East Beaver Avenue
State College, Pennsylvania 16801
Item 2. Identity and Background
The names of the persons filing this Schedule are HP Limited Partnership
(the "Partnership") and Yeota Betty Haseotes.
HP Limited Partnership is a Massachusetts limited partnership, with a
principal office at 80 Fairhaven Road, Cumberland, R.I. 02864. Its
principal business is investing in marketable securities.
Yeota Betty Haseotes, general partner of the Partnership, is a U.S. citizen
with a residence address at 80 Fairhaven Road, Cumberland, R.I. 02864.
Her principal business occupation is managing investments.
Neither the Partnership nor its general partner has ever been convicted in
a criminal proceeding and neither has ever been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
as a result of which the Partnership or its general partner 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.
Item 3. Source and Amount of Funds or Other Consideration
The consideration used in making the purchases consists of funds derived
from the Partnership's investment portfolio.
Item 4. Purpose of Transaction
The shares of Common Stock purchased by the Partnership have been acquired
for investment purposes. The Partnership may make additional purchases of
Common Stock either in the open market or in private transactions depending
upon the Partnership's evaluation of the issuer's business, prospects and
financial condition, the market for the Common Stock, economic and stock
market conditions and other future developments. Depending on the same
factors, the Partnership may decide to sell all or part of its investment
in the Common Stock although it has no current intention to do so.
Although the purchases of shares of Common Stock have been made for
investment, at some future time the Partnership may decide that it is
desirable to control or otherwise influence the management and policies of
the issuer, or seek to acquire the issuer, although it has no current
intention to do so.
SCHEDULE 13D
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CUSIP NO. 904571 30 4 Page 5 of 16 Pages
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Subject to the foregoing, the Partnership has no present intention to
advance any plans or proposals which relate to or would result in:
(a) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
(b) A sale or transfer of a material amount of assets of the issuer
or any of its subsidiaries;
(c) Any change in the present board of directors or management of the
issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
(d) Any material change in the present capitalization or dividend
policy of the issuer;
(e) Any other material change in the issuer's business or corporate
structure;
(f) 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;
(g) 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;
(h) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act; or
(i) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) The Partnership owns beneficially 519,700 shares of Common Stock
of the issuer, constituting 7.36% of the issued and outstanding
shares of Common Stock of the issuer (based upon the number of
shares outstanding on May 11, 2001, as disclosed in the issuer's
Quarterly Report on Form 10-Q for the quarterly period ended
April 5, 2001). Of these 519,700 shares, 177,000 shares were
owned by the Partnership, and 342,700 shares were subject to a
Stock Purchase Agreement between the Partnership and Getty
Petroleum Marketing, Inc. dated July 23, 2001, pursuant to which
the Partnership has the right to acquire said shares.
SCHEDULE 13D
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CUSIP NO. 904571 30 4 Page 6 of 16 Pages
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(b) The Partnership has sole power to vote and dispose of the
securities referred to in paragraph 5(a). Under the rules of the
Securities and Exchange Commission, Yeota Betty Haseotes, the
sole general partner of the Partnership, may also be deemed to
have sole power to vote and dispose of said securities.
(c) During the past 60 days, the Partnership effected the following
transactions in the Common Stock of the issuer:
Date No. Shs. Price per Share
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July 3, 2001 3,500 $1.75
July 23, 2001 100,000 1.82
All such transactions were private negotiated purchases.
(d) No other person is known to have the right to direct the receipt
of dividends from, or the proceeds from the sale of such
securities.
(e) Not applicable.
Item 6. Contracts, Agreements, Understandings or Relationship with Respect to
Securities of the Issuer
Pursuant to a Stock Purchase Agreement dated July 23, 2001 between the
Partnership and Getty Petroleum Marketing, Inc., the Partnership has
purchased 100,000 shares of Common Stock of the issuer and has the right to
acquire an additional 342,700 shares of Common Stock of the issuer.
Item 7. Material to Be Filed as Exhibits
See Exhibit Index.
SCHEDULE 13D
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CUSIP NO. 904571 30 4 Page 7 of 16 Pages
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Signature
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete
and correct.
Date: August 2, 2001 HP LIMITED PARTNERSHIP
By /s/ YEOTA BETTY HASEOTES
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Yeota Betty Haseotes,
General Partner
/s/ YEOTA BETTY HASEOTES
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Yeota Betty Haseotes
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than
an executive officer or general partner of the filing person), evidence of
the representative's authority to sign on behalf of such person shall be
filed with the statement: provided, however, that a power of attorney for
this purpose which is already on file with the Commission may be
incorporated by reference. The name and any title of each person who signs
the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)
SCHEDULE 13D
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CUSIP NO. 904571 30 4 Page 8 of 16 Pages
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EXHIBIT INDEX
EXHIBIT PAGE
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Exhibit A Joint Filing Agreement 9
Exhibit B Power of Attorney 10
Exhibit C Stock Purchase Agreement 11
SCHEDULE 13D
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CUSIP NO. 904571 30 4 Page 9 of 16 Pages
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EXHIBIT A
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JOINT FILING AGREEMENT
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The undersigned hereby agree that a single Schedule 13D (or any amendment
thereof) relating to the Common Stock of Uni-Marts, Inc., shall be filed on
behalf of each of the undersigned and that this Agreement shall be filed as an
exhibit to such Schedule 13D.
Dated: August 2, 2001 HP LIMITED PARTNERSHIP
By /s/ YEOTA BETTY HASEOTES
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Yeota Betty Haseotes,
General Partner
By /s/ YEOTA BETTY HASEOTES
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Yeota Betty Haseotes
SCHEDULE 13D
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CUSIP NO. 904571 30 4 Page 10 of 16 Pages
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EXHIBIT B
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POWER OF ATTORNEY
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The undersigned do hereby constitute and appoint Yeota Betty Haseotes,
of Cumberland, R.I., as attorney-in-fact for the undersigned with full power of
substitution, and in the name, place and stead of the undersigned, to execute,
deliver, record and file Schedule 13D, including all amendments and exhibits
thereto, and all other documents in connection therewith, with the Securities
and Exchange Commission, and to perform each and every other act requisite and
necessary to be done to comply with the provisions of the Securities Act of
1934, as amended, and all requirements of the Securities and Exchange
Commission.
Dated: August 2, 2001 HP LIMITED PARTNERSHIP
By /s/ YEOTA BETTY HASEOTES
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Yeota Betty Haseotes,
General Partner
By /s/ YEOTA BETTY HASEOTES
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Yeota Betty Haseotes
SCHEDULE 13D
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CUSIP NO. 904571 30 4 Page 11 of 16 Pages
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EXHIBIT C
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Stock Purchase Agreement
Stock Purchase Agreement (the "Agreement"), dated as of July 23, 2001 by
and between Getty Petroleum Marketing Inc., a Maryland corporation with its
principal office at 125 Jericho Turnpike, Jericho, New York 11753 (the "Seller")
and H P Limited Partnership, a Massachusetts limited partnership with its
registered address at 80 Fairhaven Road, Cumberland, Rhode Island 02864 (the
"Purchaser").
1. Purchase and Sale of the Shares. Subject to the terms of this
Agreement, the Seller hereby agrees to sell, convey, assign and deliver to the
Purchaser, and the Purchaser hereby agrees to purchase, acquire and accept from
the Seller, Four Hundred Forty Two Thousand Seven Hundred (442,700) shares (the
"Shares") of common stock, $0.10 par value (the "Common Stock"), of Uni-Marts,
Inc., a Delaware corporation with its principal executive offices at 477 East
Beaver Avenue, State College, Pennsylvania 16801.
2. Consideration. Subject to the terms of this Agreement, in
consideration of the aforesaid sale, conveyance, assignment and delivery of the
Shares, the Purchaser hereby agrees to deliver, or cause to be delivered, to the
Seller, the purchase price of Eight Hundred Five Thousand Seven Hundred Fourteen
Dollars ($805,714) in addition to any transfer or stamp tax payable thereon (the
"Purchase Price"), in cash, in installments as set out on Schedule 1 attached
hereto and made an integral part hereof ("Installments") representing a price
per Share of One Dollar and Eighty Two Cents ($1.82).
3. Delivery by the Purchasers. The Purchaser shall deliver each
Installment on or before the date of the Installment as set out in Schedule 1,
by wire transfer of immediately available funds to the following account
("Account"), pursuant to the following instructions:
Getty Petroleum Marketing Inc.
Brokerage Account Maintained By
Lehman Brothers Inc.
280 Park Avenue
31st Floor, New York
NY 10017
Account Number 744-28561-13 228
SCHEDULE 13D
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CUSIP NO. 904571 30 4 Page 12 of 16 Pages
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4. Delivery by the Seller. As soon as each Installment has been received
by the Seller in the Account, the Seller shall give irrevocable instructions to
the transfer agent to deliver to the Purchaser or its nominee(s) a stock
certificate or certificates representing the number of Shares corresponding to
that Installment as set out in Schedule 1, duly endorsed in blank or with stock
powers duly executed by it, in proper form for transfer or by electronic
transfer to Purchaser's account at Morgan Stanley Dean Witter & Co. which
constitutes good delivery under the rules of the American Stock Exchange and
Section 8-301 of the New York Uniform Commercial Code.
5. Representations and Agreements of the Seller. The Seller represents
and warrants to the Purchaser as follows:
a. Organization and Corporate Power. The Seller is a corporation
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation. The Seller has all requisite legal and
corporate power to execute and deliver this Agreement and to carry out and
perform its obligations under the terms of this Agreement.
b. Authorization. All corporate action on the part of the Seller
necessary for the authorization, execution, delivery and performance of this
Agreement and the authorization, sale and delivery of the Shares, has been
taken. This Agreement has been duly and validly executed and delivered by the
Seller, and constitutes a valid and binding agreement of the Seller, enforceable
against the Seller in accordance with its terms. The execution of this
Agreement and the performance by the Seller of its obligations hereunder do not
conflict with or violate any agreement to which the Seller is a party or is
bound or any law applicable to the Seller. No consent of or filing with any
third party, including governmental authorities (other than disclosure forms to
be filed with governmental or regulatory agencies, including Schedule 13G
filing), is required for the Seller to execute and deliver this Agreement and
effect the transactions contemplated by this Agreement (without giving effect to
any consents or filings which may be required as a result of the status or
operations of the Purchaser).
c. Title and Related Matters. Upon delivery of the Shares as
contemplated by Section 4 hereof within the State of New York, the Purchaser
will acquire good title to the Shares (assuming that the Purchaser is a
protected purchaser within the meaning of Section 8-303 of the New York Uniform
Commercial Code) free and clear of all adverse claims (as defined in Section 8-
102 of the New York Uniform Commercial Code).
d. Evaluation of Transaction. The Seller has sufficient knowledge
and experience in financial, investment and business matters so as to
independently evaluate the merits of selling the Shares to the Purchaser and the
Seller is able to make, and has made, an informed investment decision with
respect thereto.
SCHEDULE 13D
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CUSIP NO. 904571 30 4 Page 13 of 16 Pages
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6. Representations and Agreements of the Purchaser. The Purchaser
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represents and warrants to the Seller as follows:
a. Organization and Power. That the Purchaser is organized, validly
existing and in good standing under the laws of the jurisdiction of its
formation. The Purchaser has all requisite legal power to execute and deliver
this Agreement and to carry out and perform its obligations under the terms of
this Agreement.
b. Authorization. All actions on the part of the Purchaser necessary
for the authorization, execution, delivery and performance of this Agreement
have been taken. This Agreement has been duly and validly executed and
delivered by the Purchaser and constitutes a valid and binding agreement of the
Purchaser, enforceable against the Purchaser in accordance with its terms. The
execution of this Agreement and the performance by the Purchaser of its
obligations hereunder do not conflict with or violate any agreement to which the
Purchaser is a party or any law applicable to the Purchaser. No consent of or
filing with any third party, including governmental authorities (other than
disclosure forms to be filed with governmental or regulatory agencies, including
Schedule 13D), is required for the Purchaser to execute and deliver this
Agreement and effect the transactions contemplated by this Agreement (without
giving effect to any consents or filings which may be required as a result of
the status or operations of the Seller).
c. Investment Representations. The Purchaser has such knowledge and
experience in financial and business matters that it is capable of evaluating
the merits and risks of an investment in the Shares, has independently evaluated
the merits of purchasing the Shares and has made an informed, independent
investment decision with respect thereto. The Purchaser has been given the
opportunity to examine all documents provided by, conduct due diligence and ask
questions of, and to receive answers from, the Seller and its representatives
concerning the terms and conditions of an investment in the Shares. The
Purchaser is acquiring the Shares for its own account, for investment purposes
only and not with a view to the distribution (as such term is used in Section 2
(11) of the Act) thereof in violation of the Securities Act. The Purchaser
understands that the Shares have not been registered under the Securities Act
and cannot be sold unless subsequently registered under the Act or an exemption
from such registration is available. The Purchaser is an "accredited investor"
within the meaning of Rule 501 of Regulation D of the Securities and Exchange
Commission.
d. Future Corporate Action. The Purchaser acknowledges and affirms
that there is no agreement or understanding between the Seller and the Purchaser
to act in concert, to participate in, or assist in any way whatsoever with any
possible future corporate action by the Purchaser for the purpose of or with the
effect of changing or influencing the control of Uni-Marts, Inc.
SCHEDULE 13D
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CUSIP NO. 904571 30 4 Page 14 of 16 Pages
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7. Indemnification. Purchaser agrees to indemnify and defend Seller,
its subsidiaries, parent and affiliate companies, and their respective
directors, officers, employees and agents against all claims, demands, causes of
action, suits, damages, judgments, penalties and expenses including without
limitation attorneys' fees and litigation costs, in respect to or relating to
the transaction contemplated hereunder. Seller agrees to indemnify and defend
Purchaser, its subsidiaries, parent and affiliate companies, and their
respective directors, employees and agents against all claims, demands, causes
of action, suits, damages, judgments, penalties and expenses including without
limitation attorneys' fees and litigation costs, contesting Seller's good title
to the Shares purchased hereunder and due to the fault of Seller.
8. Binding Effect; Assignment. This Agreement is not assignable by either
party, unless the prior written consent of the other party hereto is obtained.
This Agreement and all of the provisions hereof shall be binding upon and shall
inure to the benefit of the Seller and its successors and permitted assigns with
respect to the obligations of the Purchaser under this Agreement, and to the
benefit of the Purchaser and its successors and permitted assigns with respect
to the obligations of the Seller under this Agreement.
9. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but both of which together shall constitute
one and the same instrument.
10. Entire Agreement; Waiver. This Agreement contains the entire
agreement between the Seller and the Purchaser, and no modification of this
Agreement or waiver of the terms and conditions hereof shall be binding upon the
Seller and the Purchaser, unless approved in writing by each of the Seller and
the Purchaser.
SCHEDULE 13D
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CUSIP NO. 904571 30 4 Page 15 of 16 Pages
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11. Governing Law. This Agreement shall be governed by the laws of the
State of New York (regardless of the laws that might otherwise govern under
applicable principles of conflicts of law) as to all matters, including but not
limited to matters of validity, construction, effect, performance and remedies.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date set forth above.
Seller:
GETTY PETROLEUM MARKETING INC.
By: VINCENT DeLAURENTIS
-------------------
Name: Vincent DeLaurentis
Title: President and COO
Purchaser:
H P LIMITED PARTNERSHIP
By: YEOTA BETTY HASEOTES
-------------------------------
Name: Yeota Betty Haseotes
Title: General Partner
SCHEDULE 13D
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CUSIP NO. 904571 30 4 Page 16 of 16 Pages
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SCHEDULE 1
To Stock Purchase Agreement dated July 23, 2001 between Getty Petroleum
Marketing Inc. and H P Limited Partnership
Date Number of Shares Purchase Price
--------------------- ---------------------- ---------------
Within 2 business Installment 1 100,000 $182,000
days from the date
hereof.
Within 30 calendar Installment 2 342,700 $623,714
days from the date
hereof
TOTAL 442,700 $805,714