SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. )*
UNI-MARTS, INC.
---------------
(Name of Issuer)
Common Stock, Par Value $0.10
-----------------------------
(Title of Class of Securities)
904571-30-4
-----------
(CUSIP Number)
December 8, 2000
---------------------------
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 disclosure
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).
Continued on following page(s)
Page 1 of 11 Pages
Exhibit Index: Page 9
<PAGE>
CUISP NO. 904571-30-4 13G Page 2 of 11 Pages
1 Name of Reporting Person
IRS Identification No. of Above Persons (ENTITIES ONLY)
Mikecon Corp.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
Delaware
5 Sole Voting Power
442,700
Number of
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive
Person 442,700
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
442,700
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
6.31%
12 Type of Reporting Person*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUISP NO. 904571-30-4 13G Page 3 of 11 Pages
1 Name of Reporting Person
IRS Identification No. of Above Persons (ENTITIES ONLY)
Lukoil Americas Corporation
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
Delaware
5 Sole Voting Power
442,700
Number of
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive
Person 442,700
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
442,700
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
6.31%
12 Type of Reporting Person*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUISP NO. 904571-30-4 13G Page 4 of 11 Pages
1 Name of Reporting Person
IRS Identification No. of Above Persons (ENTITIES ONLY)
OAO LUKOIL
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
Russia
5 Sole Voting Power
442,700
Number of
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive
Person 442,700
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
442,700
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
6.31%
12 Type of Reporting Person*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUISP NO. 904571-30-4 13G Page 5 of 11 Pages
Item 1(a) Name of Issuer:
Uni-Marts, Inc. (the "Issuer")
Item 1(b) Address of the Issuer's Principal Executive Offices:
477 East Beaver Avenue, State College, Pennsylvania
16801-5690.
Item 2(a) Name of Person Filing:
This statement is being filed on behalf of the following
(collectively, the "Reporting Persons"):
(i) Mikecon Corp., a Delaware corporation ("Mikecon");
(ii) Lukoil Americas Corporation, a Delaware corporation
("Lukoil Americas"); and
(iii) OAO LUKOIL, a Russian open joint stock company
("LUKOIL").
This Statement relates to the Shares (as defined below) held for the
account of Getty Petroleum Marketing Inc. On December 8, 2000, Mikecon acquired
approximately 72% of the outstanding Common Stock of Getty Petroleum Marketing
Inc. Mikecon is a wholly owned subsidiary of Lukoil Americas, which is an
indirect wholly owned subsidiary of LUKOIL.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address and principal business office of each of Mikecon
and Lukoil Americas is 540 Madison Avenue, 37th Floor, New York, New York 10022.
The address and principal business office of LUKOIL is 11 Sretensky Boulevard,
Moscow 101000 Russia.
Item 2(c) Citizenship:
(i) Mikecon is a Delaware corporation.
(ii) Lukoil Americas is a Delaware corporation.
(iii) LUKOIL is a Russian open joint stock company.
Item 2(d) Title of Class of Securities:
Common Stock, par value $0.10 (the "Shares").
Item 2(e) CUSIP Number:
904571-30-4
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
This Item 3 is not applicable.
<PAGE>
Page 6 of 11 Pages
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of December 8, 2000, each of the Reporting Persons may be
deemed the beneficial owner of 442,700 Shares as a result of Mikecon's
acquisition of approximately 72% of the outstanding shares of common stock of
Getty Petroleum Marketing Inc.
Item 4(b) Percent of Class:
The number of Shares of which each of the Reporting Persons
may be deemed to be the beneficial owner constitutes approximately 6.31% of the
total number of Shares outstanding.
Item 4(c) Number of shares as to which such person has:
Mikecon
-------
(i) Sole power to vote or to direct the vote: 442,700
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 442,700
(iv) Shared power to dispose or to direct the disposition of: 0
Lukoil Americas
---------------
(i) Sole power to vote or to direct the vote: 442,700
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 442,700
(iv) Shared power to dispose or to direct the disposition of: 0
LUKOIL
------
(i) Sole power to vote or to direct the vote: 442,700
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 442,700
(iv) Shared power to dispose or to direct the disposition of: 0
<PAGE>
Page 7 of 11 Pages
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
Getty Petroleum Marketing Inc. holds 6.31% of the total number
of Shares outstanding and, as such, has the right to receive dividends from, or
the proceeds from the sale of, such securities.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
See Exhibit 99.1 attached hereto.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of
the Issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect.
<PAGE>
Page 9 of 11 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.
Date: December 18, 2000 MIKECON CORP.
By: /s/ Vadim Gluzman
-------------------------------
Name: Vadim Gluzman
Title: Chairman of the Board
Date: December 18, 2000 LUKOIL AMERICAS CORPORATION
By: /s/ Vadim Gluzman
-------------------------------
Name: Vadim Gluzman
Title: Chairman of the Board
Date: December 18, 2000 OAO LUKOIL
By: /s/ Ralif Safin
-------------------------------
Name: Ralif Safin
Title: First Vice President
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
----------- ----------- --------
99.1 Identification of Acquiring Subsidiary...................10
99.2 Joint Filing Agreement, dated as of December
18, 2000, by and between LUKOIL and Lukoil
Americas.................................................11
