SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under
THE SECURITIES EXCHANGE ACT OF 1934
UNI-MARTS, INC.
(Name of Issuer)
477 East Beaver Avenue
State College, Pennsylvania 16801
Common Stock
(Title of Class of Securities)
904571 30 4
(CUSIP number)
Copy to:
Linda Ordoukhanian Christopher G. Karras
1580 Massachusetts Avenue, #6D Dechert
Cambridge, Massachusetts 02138 4000 Bell Atlantic Tower
(617) 331-7655 1717 Arch Street
Philadelphia, Pennsylvania 19103-2793
(Name, address and telephone number of
Person Authorized to Receive Notices
and Communications)
February 7, 2002
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. / /
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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.
This 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).
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CUSIP NO. 904571 30 4
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1) Name of Reporting Person Armineh Ordoukhanian Petrossian
SS. Or I.R.S. Identification
No. of Above Person
-------------------------------------------------------------------------------
2) Check the Appropriate Box
if a Member of a Group
(a) / X /
(b) / /
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3) SEC Use Only
-------------------------------------------------------------------------------
4) Source of Funds
OO
-------------------------------------------------------------------------------
5) Check Box if Disclosure of
Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
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6) Citizenship or Place of Organization
United States
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Number of Shares 7) Sole Voting
Beneficially Owned By Power
Reporting Person With
0
--------------------
8) Shared Voting
Power
209,620
--------------------
9) Sole Dispositive
Power
209,620
--------------------
10) Shared Dispositive
Power
0
-------------------------------------------------------------------------------
11) Aggregate Amount Beneficially
Owned by Each Reporting Person
209,620
-------------------------------------------------------------------------------
12) Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares
/ /
-------------------------------------------------------------------------------
13) Percent of Class Represented
by Amount in Row (11)
3.0%
-------------------------------------------------------------------------------
14) Type of Reporting Person
IN
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Page 3 of 18
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CUSIP NO. 904571 30 4
1) Name of Reporting Person Linda Ordoukhanian
SS. Or I.R.S. Identification
No. of Above Person
-------------------------------------------------------------------------------
2) Check the Appropriate Box
if a Member of a Group
(a) / X /
(b) / /
-------------------------------------------------------------------------------
3) SEC Use Only
-------------------------------------------------------------------------------
4) Source of Funds
OO
-------------------------------------------------------------------------------
5) Check Box if Disclosure of
Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
/ /
-------------------------------------------------------------------------------
6) Citizenship or Place of Organization
United States
-------------------------------------------------------------------------------
Number of Shares 7) Sole Voting
Beneficially Owned By Power
Reporting Person With
209,616
--------------------
8) Shared Voting
Power
628,852
--------------------
9) Sole Dispositive
Power
209,616
--------------------
10) Shared Dispositive
Power
0
-------------------------------------------------------------------------------
11) Aggregate Amount Beneficially
Owned by Each Reporting Person
838,468
-------------------------------------------------------------------------------
12) Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares
/ /
-------------------------------------------------------------------------------
13) Percent of Class Represented
by Amount in Row (11)
11.9%
-------------------------------------------------------------------------------
14) Type of Reporting Person
IN
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Page 4 of 18
CUSIP NO. 904571 30 4
-------------------------------------------------------------------------------
1) Name of Reporting Person Elsa Ordoukhanian
SS. Or I.R.S. Identification
No. of Above Person
-------------------------------------------------------------------------------
2) Check the Appropriate Box
if a Member of a Group
(a) / X /
(b) / /
-------------------------------------------------------------------------------
3) SEC Use Only
-------------------------------------------------------------------------------
4) Source of Funds
OO
-------------------------------------------------------------------------------
5) Check Box if Disclosure of
Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
/ /
-------------------------------------------------------------------------------
6) Citizenship or Place of Organization
United States
-------------------------------------------------------------------------------
Number of Shares 7) Sole Voting
Beneficially Owned By Power
Reporting Person With
0
--------------------
8) Shared Voting
Power
209,616
--------------------
9) Sole Dispositive
Power
209,616
--------------------
10) Shared Dispositive
Power
0
--------------------
-------------------------------------------------------------------------------
11) Aggregate Amount Beneficially
Owned by Each Reporting Person
209,616
-------------------------------------------------------------------------------
12) Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares
/ /
-------------------------------------------------------------------------------
13) Percent of Class Represented
by Amount in Row (11)
3.0%
-------------------------------------------------------------------------------
14) Type of Reporting Person
IN
-------------------------------------------------------------------------------
Page 5 of 18
-------------------------------------------------------------------------------
CUSIP NO. 904571 30 4
1) Name of Reporting Person Nancy Ordoukhanian
SS. Or I.R.S. Identification
No. of Above Person
-------------------------------------------------------------------------------
2) Check the Appropriate Box (a) / X /
if a Member of a Group (b) / /
-------------------------------------------------------------------------------
3) SEC Use Only
-------------------------------------------------------------------------------
4) Source of Funds
OO
-------------------------------------------------------------------------------
5) Check Box if Disclosure of
Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
/ /
-------------------------------------------------------------------------------
6) Citizenship or Place of Organization
France
-------------------------------------------------------------------------------
Number of Shares 7) Sole Voting
Beneficially Owned By Power
Reporting Person With
0
--------------------
8) Shared Voting
Power
209,616
--------------------
9) Sole Dispositive
Power
209,616
--------------------
10) Shared Dispositive
Power
0
--------------------
-------------------------------------------------------------------------------
11) Aggregate Amount Beneficially
Owned by Each Reporting Person
209,616
-------------------------------------------------------------------------------
12) Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares
/ /
-------------------------------------------------------------------------------
13) Percent of Class Represented
by Amount in Row (11)
3.0%
-------------------------------------------------------------------------------
14) Type of Reporting Person
IN
------------------------------------------------------------ ------------------
Page 6 of 18
ITEM 1. SECURITY AND ISSUER
This Amendment No. 1 to Schedule 13D (the "Amendment") relates to the
Common Stock, par value $0.10 per share (the "Common Stock"), of Uni-Marts, Inc.
(the "Issuer"). The principal place of business of the Issuer is 477 East Beaver
Avenue, State College, Pennsylvania 16801.
ITEM 2. IDENTITY AND BACKGROUND
A. The names of the filing persons are Armineh Ordoukhanian Petrossian,
Elsa Ordoukhanian, Linda Ordoukhanian and Nancy Ordoukhanian.
B. Armineh Ordoukhanian Petrossian: 5213 Lexington Ridge Dr.
Lexington, Massachusetts 02421
Elsa Ordoukhanian: 343 East 74th Street, #11B
New York, New York 10021
Linda Ordoukhanian: 1580 Massachusetts Avenue, #6D
Cambridge, Massachusetts 02138
Nancy Ordoukhanian: 343 East 74th Street, #11B
New York, New York 10021
C. Armineh Ordoukhanian Petrossian: Not applicable
Elsa Ordoukhanian: Physician
2040 Victory Boulevard
Staten Island, New York 10314
Linda Ordoukhanian: Research Analyst
DiscoverWhy, Inc.
135 South Road
Bedford, Massachusetts 01730
Nancy Ordoukhanian: Attorney
343 East 74th Street, #11B
New York, New York 10021
D. During the last five years, none of the filing persons has been
convicted in a criminal proceeding.
E. During the last five years, none of the filing persons has been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect
to such laws.
F. Citizenship:
Armineh Ordoukhanian Petrossian: United States
Elsa Ordoukhanian: United States
Linda Ordoukhanian: United States
Nancy Ordoukhanian: France
ITEM 4. PURPOSE OF TRANSACTION
In the view of the filing persons, the present management of the
Issuer is not committed to maximizing the value of the Common Stock.
Accordingly, the filing persons object to the proposals set forth in the
Schedule 14A filed by the Issuer with the Securities and Exchange Commission on
January 25, 2002 (the "Proxy Statement") and plan to vote "AGAINST" all the
proposals set forth in the Proxy Statement. In addition, the filing persons
have determined that it is in their best interests to realize upon the value of
their respective investments in the Issuer by (a) selling their respective
investments to a third party in a tender offer or business combination
transaction, (b) joining with one or more third parties in making a tender
offer or business combination transaction, (c) joining with one or more third
parties in seeking to change the present management of the Issuer, or (d)
taking other action to enhance and realize upon the value of its investment in
the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a-b) Armineh Ordoukhanian Petrossian may be deemed to be the
beneficial owner of 209,620 shares of Common Stock (or 3.0% of the outstanding
Common Stock), with sole power to dispose of such shares and shared power to
vote such shares. Elsa Ordoukhanian and Nancy Ordoukhanian may each be deemed to
be the beneficial owner of 209,616 shares of Common Stock (or 3.0% of the
outstanding Common Stock), with sole power to dispose of such shares and shared
power to vote such shares. Each of the above persons shares voting power with
respect to the shares of Common Stock owned by her with Linda Ordoukhanian by
virtue of the proxy granted by each of the above persons to Linda Ordoukhanian.
Linda Ordoukhanian may be deemed to be the beneficial owner of 838,468 shares of
Common Stock (or 11.9% of the outstanding Common Stock), including 209,616
shares of Common Stock over which she has sole voting and investment power, and
628,852 shares of Common Stock over which she shares voting power by virtue of
the proxies granted to her by the other filing persons. The group formed by the
filing persons may be deemed to beneficially own 838,468 shares of Common Stock
(or 11.9% of the outstanding Common Stock).
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Page 8 of 18
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
The filing persons have formed a group, and each of Armineh
Ordoukhanian Petrossian, Elsa Ordoukhanian and Nancy Ordoukhanian has granted to
Linda Ordoukhanian a proxy to vote all shares of Common Stock owned by her, for
the purposes stated in Item 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Proxy granted to Linda Ordoukhanian by Armineh
Ordoukhanian Petrossian
Exhibit 2 Proxy granted to Linda Ordoukhanian by Elsa Ordoukhanian
Exhibit 3 Proxy granted to Linda Ordoukhanian by Nancy
Ordoukhanian
Exhibit 4 Agreement among Armineh Petrossian, Elsa
Ordoukhanian, Linda Ordoukhanian and Nancy
Ordoukhanian regarding the filing of Amendment
Exhibit 99.1 Press Release dated February 12, 2002
Page 9 of 18 pages
Signature
----------
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: February 8, 2002 /s/ Armineh Ordoukhanian Petrossin
-----------------------------------
Armineh Ordoukhanian Petrossin
Page 10 of 18 pages
Signature
----------
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: February 7, 2002 /s/ Elsa Ordoukhanian
-----------------------------------
Elsa Ordoukhanian
Page 11 of 18 pages
Signature
----------
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: February 8, 2002 /s/ Linda Ordoukhanian
---------------------------------
Linda Ordoukhanian
Page 13 of 18 pages
Signature
----------
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: February 7, 2002 /s/ Nancy Ordoukhanian
----------------------------------
Nancy Ordoukhanian
Page 13 of 18 pages
EXHIBIT INDEX
Exhibit 1 Proxy granted to Linda Ordoukhanian by Armineh Ordoukhanian
Petrossian
Exhibit 2 Proxy granted to Linda Ordoukhanian by Elsa Ordoukhanian
Exhibit 3 Proxy granted to Linda Ordoukhanian by Nancy Ordoukhanian
Exhibit 4 Agreement among Armineh Ordoukhanian Petrossian, Elsa
Ordoukhanian, Linda Ordoukhanian and Nancy Ordoukhanian
regarding the filing of Amendment
Exhibit 99.1 Press Release dated February 12, 2002
Page 15 of 18 pages
Exhibit 1
PROXY
-----
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Linda Ordoukhanian her true and lawful attorney and proxy, with full
power of substitution, for a period of one (1) year from the date hereof, for
and in the name, place and stead of the undersigned, to vote all shares of
common stock of Uni-Marts, Inc. owned by the undersigned (currently 209,620
shares), according to the number of votes that the undersigned would be
entitled to vote if personally present at all annual and special meetings of
stockholders of Uni-Marts, Inc., upon any and all matters which may be
presented, considered or voted upon by stockholders of Uni-Marts, Inc. at said
meetings, hereby ratifying and confirming all that the undersigned's
attorney and proxy may do in her name, place and stead.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 8th day of
February, 2002.
/s/ Armineh Ordoukhanian Petrossian
---------------------------------------
Armineh Ordoukhanian Petrossian
Page 15 of 18 pages
Exhibit 2
PROXY
-----
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Linda Ordoukhanian her true and lawful attorney and proxy, with full
power of substitution, for a period of one (1) year from the date hereof, for
and in the name, place and stead of the undersigned, to vote all shares of
common stock of Uni-Marts, Inc. owned by the undersigned (currently 209,616
shares), according to the number of votes that the undersigned would be
entitled to vote if personally present at all annual and special meetings of
stockholders of Uni-Marts, Inc., upon any and all matters which may be
presented, considered or voted upon by stockholders of Uni-Marts, Inc. at said
meetings, hereby ratifying and confirming all that the undersigned's
attorney and proxy may do in her name, place and stead.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 7th day of
February, 2002.
/s/ Elsa Ordoukhanian
----------------------------------
Elsa Ordoukhanian
Page 16 of 18 pages
Exhibit 3
PROXY
-----
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Linda Ordoukhanian her true and lawful attorney and proxy, with full
power of substitution, for a period of one (1) year from the date hereof, for
and in the name, place and stead of the undersigned, to vote all shares of
common stock of Uni-Marts, Inc. owned by the undersigned (currently 209,616
shares), according to the number of votes that the undersigned would be
entitled to vote if personally present at all annual and special meetings of
stockholders of Uni-Marts, Inc., upon any and all matters which may be
presented, considered or voted upon by stockholders of Uni-Marts, Inc. at said
meetings, hereby ratifying and confirming all that the undersigned's
attorney and proxy may do in her name, place and stead.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 7th day of
February, 2002.
/s/ Nancy Ordoukhanian
--------------------------
Nancy Ordoukhanian
Page 17 of 18 pages
Exhibit 4
AGREEMENT
---------
The undersigned each agree to the filing of a single Amendment No. 1
to Schedule 13D with respect to their respective ownership interests in
Uni-Marts, Inc.
Dated: February 8, 2002 /s/ Armineh Ordoukhanian Petrossian
---------------------------------------
Armineh Ordoukhanian Petrossian
Dated: February 7, 2002 /s/ Elsa Ordoukhanian
---------------------------------------
Elsa Ordoukhanian
Dated: February 8, 2002 /s/ Linda Ordoukhanian
---------------------------------------
Linda Ordoukhanian
Dated: February 7, 2002 /s/ Nancy Ordoukhanian
---------------------------------------
Nancy Ordoukhanian
Page 18 of 18 pages