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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO 13d-2(a)
UNI-MARTS, INC.
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(Name of Issuer)
Common Stock, $.10 par value per share
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(Title of Class of Securities)
904571-30-4
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(CUSIP Number)
Getty Petroleum Marketing Inc.
125 Jericho Turnpike
Jericho, New York 11753
(516) 338-6000
Attention: Samuel M. Jones
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 30, 1998
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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 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: [ ].
(Continued on the following page)
Page 1 of 8 Pages
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SCHEDULE 13D
CUSIP No. 904571-30-4 Page 2 of 8 Pages
1 NAME OF REPORTING PERSON
GETTY PETROLEUM MARKETING INC.
I.R.S. EMPLOYER IDENTIFICATION NO.: 11-3339235
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
MARYLAND
7 SOLE VOTING POWER
NUMBER OF 487,000 SHARES
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
487,000 SHARES
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
487,000 SHARES
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
14 TYPE OF REPORTING PERSON
CO
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Page 3 of 8 Pages
ITEM 1. SECURITY AND ISSUER.
This schedule relates to shares of common stock, $.10 par
value per share (the "Common Stock"), of Uni-Marts, Inc., a Delaware
corporation (the "Company"). The principal executive offices of the Company
are located at 477 East Beaver Avenue, State College, PA 16801-5690.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This schedule is being filed by Getty Petroleum
Marketing Inc., a Maryland corporation (the "Reporting Person").
(b) The principal executive offices and principal
business of the Reporting Person are located at 125 Jericho Turnpike, Jericho,
New York 11753. The names, business addresses and principal businesses of
each of the directors and executive officers of the Reporting Person are set
forth on Schedule I hereto and incorporated by reference herein.
(c) The principal business of the Reporting Person is the
marketing of petroleum products.
(d) During the last five years, neither the Reporting
Person nor, to the best of its knowledge, any of the directors or executive
officers of the Reporting Person, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the last five years, neither the Reporting
Person nor, to the best of its knowledge, any of the directors or executive
officers of the Reporting Person, 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 violations with respect to
such laws.
(f) To the best knowledge of the Reporting Person, each
of the directors and executive officers of the Reporting Person is a United
States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The amount of funds used to purchase the shares of Common
stock covered by this schedule (the "Shares") was approximately $1,461,000, all
of which amount was funded by available cash of the Reporting Person.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person acquired the Shares in order to obtain an
equity position in the Company. The Reporting Person intends to review on a
continuing basis its investment in the Shares in light of the factors discussed
herein.
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Page 4 of 8 Pages
The Reporting Person may from time to time, subject to the
continuing evaluation of the factors discussed herein, acquire additional
shares in the open market or in privately negotiated transactions or otherwise.
Any such actions the Reporting Person might undertake will be dependent upon
the Reporting Person's review of numerous factors, including, among other
things, the availability of shares for purchase and the price levels of such
shares; general market and economic conditions; on-going evaluation of the
Company's business, financial condition, operations and prospects; the relative
attractiveness of alternative business and investment opportunities; the
actions of the management and the Board of Directors of the Company; and other
future developments.
Depending on the factors discussed herein, the Reporting
Person may, from time to time, retain or sell all or a portion of the shares in
the open market or in privately negotiated transactions.
Although the foregoing reflects activities presently
contemplated by the Reporting Person with respect to the Company, the foregoing
is subject to change at any time. Except as set forth above, the Reporting
Person has no present plans or intentions which would result in or relate to
any of the transactions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13(d).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Person beneficially owns an aggregate
of 487,000 shares of the Common Stock. According to Amendment No. 1 to the
Company's Annual Report on Form 10-K/A for the fiscal year ended September 30,
1997, there were 6,669,515 shares of the Common Stock outstanding as of
December 31, 1997. On that basis, the Reporting Person's Shares constitute
approximately 7.3% of the outstanding shares of the Common Stock. The Shares
were purchased by the Reporting Person in a brokerage transaction for a
purchase price of $3.00 per share on January 30, 1998.
(b) The Reporting Person has the sole power to vote or
direct the vote, and to dispose or to direct the disposition of the Shares.
(c) Except as stated in this Item 5, there have been no
transactions in the Common Stock that were effected by or on behalf of the
Reporting Person or, to the best knowledge of the Reporting Person, any
director or executive officer of the Reporting Person in the past 60 days.
(d) To the best knowledge of the Reporting Person, no
other person has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Not applicable.
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Page 5 of 8 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
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Page 6 of 8 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
GETTY PETROLEUM MARKETING INC.
Dated: February 9, 1998
/s/ Leo Liebowitz
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Name: Leo Liebowitz
Chairman, Chief Executive
Officer and Director
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Page 7 of 8 Pages
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
GETTY PETROLEUM MARKETING INC.
The name, business address, present principal occupation or
employment, and the name, principal business and address of any corporation or
other organization in which such employment is conducted, of each of the
directors and executive officers of Getty Petroleum Marketing Inc. is set forth
below.
<TABLE>
<CAPTION>
NAME AND BUSINESS POSITION WITH GETTY PRINCIPAL OCCUPATION, IF OTHER THAN
ADDRESS PETROLEUM AS EXECUTIVE OFFICER OF GETTY
MARKETING INC. PETROLEUM MARKETING INC.
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<S> <C> <C>
Leo Liebowitz Chairman, Chief Executive
Getty Petroleum Marketing Inc. Officer and Director
125 Jericho Turnpike
Jericho, NY 11753
Milton Safenowitz Director
7124 Queenferry Cr.
Boca Raton, FL 33496
Ronald E. Hall Director Chairman of the Board of Howell
The Howell Corporation Corporation, a company engaged
1111 Fannin Street, Suite 1500 primarily in the exploration,
Houston, TX 77020 production, acquisition and
development of oil and gas properties
Richard E. Montag Director Vice President - Development of the
The Richard E. Jacobs Group, Inc. Richard E. Jacobs Group, a regional
235 East 48th Street shopping mall developer
New York, NY 10019
Matthew J. Chanin Director Senior Managing Director of
Prudential Capital Group Prudential Capital Group, an
3 Gateway Center investment unit of the Prudential
Newark, NJ 07102 Insurance Company of America
Vincent J. Delaurentis President
Getty Petroleum Marketing Inc.
125 Jericho Turnpike
Jericho, NY 11753
</TABLE>
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Page 8 of 8 Pages
<TABLE>
<CAPTION>
NAME AND BUSINESS POSITION WITH GETTY PRINCIPAL OCCUPATION, IF OTHER THAN
ADDRESS PETROLEUM AS EXECUTIVE OFFICER OF GETTY
MARKETING INC. PETROLEUM MARKETING INC.
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<S> <C>
Michael K. Hantman Vice President and Corporate
Getty Petroleum Marketing Inc. Controller
125 Jericho Turnpike
Jericho, NY 11753
Samuel M. Jones Vice President, Corporate
Getty Petroleum Marketing Inc. Secretary and General Counsel
125 Jericho Turnpike
Jericho, NY 11753
</TABLE>
