SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
JANUARY 26, 2004
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Date of Report (Date of earliest event reported)
UNI-MARTS INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-11556 25-1311379
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
477 EAST BEAVER AVENUE
STATE COLLEGE, PA 16801-5690
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(Address of principal executive offices)
(814) 234-6000
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(Registrant's telephone number, including area code)
The Current Report on Form 8-K filed by Uni-Marts Inc. (the "Company") on
January 27, 2004, is hereby amended to (i) add Item 1, (ii) restate Item 5, and
(iii) restate Item 7.
ITEM 1.
On January 26, 2004, Uni-Marts Inc., a Delaware corporation (the
"Company") signed a merger agreement (the "Merger Agreement") whereby the
Company agreed to merge with and into Green Valley Acquisition Co., LLC ("Green
Valley"), a privately-held company formed for the purpose of acquiring the
Company. The business and affairs of Green Valley are to be managed under the
direction of a Board of Managers that currently consists of six individuals,
three of whom have been appointed by an entity controlled by several current
members of management of the Company, including Henry D. Sahakian, Daniel D.
Sahakian and Ara Kervandjian, and three of whom have been appointed by an entity
controlled by individuals who are not affiliated with the Company's current
management.
Upon consummation of the merger, each share of Uni-Marts common stock
will be converted into the right to receive a cash payment in the amount of
$2.25. Consummation of the merger is subject to various conditions, including
that: (a) the Company's lenders and certain of its vendors consent to the
transaction, (b) the Company meet certain financial covenants at the time of the
closing, and (c) stockholder approval.
Stockholders representing approximately 39.6% of the outstanding common
stock of Uni-Marts have signed voting agreements with Green Valley, pursuant to
which they have granted Green Valley irrevocable proxies to vote in favor of the
merger.
The signing of the foregoing Voting Agreements may be deemed to be a
change in control of Uni-Marts, and consummation of the merger pursuant to the
Merger Agreement would result in a change in control of Uni-Marts.
The foregoing description of the merger and the Merger Agreement is
qualified in its entirety by reference to the Merger Agreement, a copy of which
is filed as Exhibit 2.1 to this Current Report on Form 8-K.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On January 26, 2004, Uni-Marts Inc., a Delaware corporation (the
"Company") signed a merger agreement (the "Merger Agreement") whereby the
Company agreed to merge with and into Green Valley Acquisition Co., LLC ("Green
Valley"), a privately-held company formed for the purpose of acquiring the
Company. The business and affairs of Green Valley are to be managed under the
direction of a Board of Managers that currently consists of six individuals,
three of whom have been appointed by an entity controlled by several current
members of management of the Company, including Henry D. Sahakian, Daniel D.
Sahakian and Ara Kervandjian, and three of whom have been appointed by an entity
controlled by individuals who are not affiliated with the Company's current
management.
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Upon consummation of the merger, each share of Uni-Marts common stock
will be converted into the right to receive a cash payment in the amount of
$2.25. Consummation of the merger is subject to various conditions, including
that: (a) the Company's lenders and certain of its vendors consent to the
transaction, (b) the Company meet certain financial covenants at the time of the
closing, and (c) stockholder approval.
In addition, the Company amended its Rights Agreement dated February 6,
2002, to provide that consummation of the merger and the other transactions
contemplated by the Merger Agreement will not trigger the distribution or
exercisability of the rights issued pursuant to the Rights Agreement.
Stockholders representing approximately 39.6% of the outstanding common
stock of Uni-Marts have signed voting agreements with Green Valley, pursuant to
which they have granted Green Valley irrevocable proxies to vote in favor of the
merger.
In light of the signing of the Merger Agreement, Uni-Marts will not
hold its Annual Meeting of Stockholders previously scheduled for February 26,
2004. Instead, the Company expects to hold a Special Meeting of Stockholders to
vote upon the approval of the merger transaction in May 2004.
The Company's press release is attached as Exhibit 99.1 to this Current
Report on Form 8-K and incorporated by reference herein. The foregoing
description of the merger and the Merger Agreement is qualified in its entirety
by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 to
this Current Report on Form 8-K and incorporated by reference herein. The
Amendment No. 1 to Rights Agreement is attached as Exhibit 4.1 to this Current
Report on Form 8-K and incorporated by reference herein.
INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT
In connection with the proposed merger, the Company will file proxy
materials with the Securities and Exchange Commission for a special meeting of
stockholders to vote on the proposed merger of the Company and Green Valley. It
is anticipated that the special meeting will be held in May 2004, with the exact
timing dependent on the completion of necessary filings. Uni-Marts' stockholders
are not being asked to take any action at this time.
Stockholders are urged to read the proxy statement and any other
relevant documents filed with the SEC when they become available because they
will contain important information about the merger. Uni-Marts will provide
stockholders free copies of the proxy statement and other documents when they
become available. In addition, documents filed by Uni-Marts with the SEC will be
available free of charge at the SEC's Web site at www.sec.gov.
Uni-Marts and its directors may be deemed to be participants in the
solicitation of proxies in connection with the proposed merger. Information
regarding the identity of the persons who
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may, under SEC rules, be deemed participants in the solicitation of stockholders
of Uni-Marts in connection with the proposed transaction, and their interests in
the solicitation, will be set forth in a proxy statement that will be filed by
Uni-Marts with the SEC. Stockholders of Uni-Marts can obtain this information by
reading the proxy statement when it becomes available.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
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EXHIBIT NO. DESCRIPTION
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2.1(1) Agreement and Plan of Merger between Uni-Marts Inc. and Green
Valley Acquisition Co., LLC, dated January 26, 2004.
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4.1 Amendment No. 1 to Rights Agreement between Uni-Marts Inc. and
Mellon Investor Services LLC as Rights Agent.
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99.1 Press release dated January 27, 2004.
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(1) The schedules and exhibits to the Agreement and Plan of Merger have been
omitted pursuant to item 601(b)(2) of Regulation S-K promulgated by the
Securities and Exchange Commission. The schedules and exhibits from this filing
will be provided upon request.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: February 4, 2004 UNI-MARTS INC.
By: /S/ HENRY D. SAHAKIAN
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Name: Henry D. Sahakian
Title: Chairman of the Board
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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2.1(1) Agreement and Plan of Merger between Uni-Marts Inc. and Green
Valley Acquisition Co., LLC, dated January 26, 2004.
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4.1 Amendment No. 1 to Rights Agreement between Uni-Marts Inc. and
Mellon Investor Services LLC as Rights Agent.
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99.1 Press release dated January 27, 2004.
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(1) The schedules and exhibits to the Agreement and Plan of Merger have been
omitted pursuant to item 601(b)(2) of Regulation S-K promulgated by the
Securities and Exchange Commission. The schedules and exhibits from this filing
will be provided upon request.
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