SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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[ ] Definitive Proxy Statement
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Uni-Marts Inc.
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Contact: N. Gregory Petrick
Executive Vice President and CFO
Press Release
FOR IMMEDIATE RELEASE
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UNI-MARTS EXECUTES LETTER OF INTENT
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FOR SALE OF COMPANY TO MANAGEMENT GROUP
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STATE COLLEGE, PENNSYLVANIA, June 3, 2003 - Uni-Marts, Inc. (AMEX: UNI)
announced today that it has entered into a letter of intent for a merger
transaction with HFL Corporation ("HFL") in which HFL will acquire, for cash,
all of the outstanding shares of Uni-Marts common stock (other than shares
owned by HFL and its affiliates) for a price of $2.25 per share. HFL is a
privately-held corporation controlled by Henry D. Sahakian, Chief Executive
Officer and Chairman of the Board of Uni-Marts, and Daniel Sahakian, a Director
of Uni-Marts and the brother of Henry Sahakian.
The consummation of the transaction contemplated by the letter of intent
is subject to various conditions, including that the Uni-Marts Board receive an
opinion from a financial advisor that the cash price is fair from a financial
point of view to the Uni-Marts stockholders, the lenders to the Company consent
to the transaction and stockholder approval. The Special Committee of the
Uni-Marts Board negotiating the transaction has engaged the investment banking
firm of Boenning & Scattergood, Inc. to render the fairness opinion. The
letter of intent expires on June 27, 2003 if the parties have not executed a
definitive merger agreement by such date.
The letter of intent is not subject to any due diligence or financing
contingencies. HFL has delivered to Uni-Marts a $250,000 cash deposit which is
not refundable if HFL is unable to proceed to closing for any reason other than
the inability to execute a mutually agreeable definitive merger agreement, the
failure by the Uni-Marts Board to obtain a favorable fairness opinion or the
failure to obtain the required consents of the Company's lenders.
The letter of intent provides that if the transaction is terminated by
Uni-Marts prior to execution of a definitive merger agreement with HFL (other
than a termination because the Company does not receive a favorable fairness
opinion or the expiration of the letter of intent), all of HFL's out-of-pocket
expenses up to $100,000 will be paid by Uni-Marts. In addition, if Uni-Marts
terminates the letter of intent (other than because of the failure to receive
a favorable fairness opinion or the expiration of the letter of intent) and,
within six months of such termination, Uni-Marts enters into a binding
agreement with respect to a transaction such as a business combination with any
person or entity other than HFL, Uni-Marts will pay to HFL a fee of $1.5
million upon consummation of such transaction. Each party shall otherwise pay
its own legal, accounting and investment banker fees and expenses incurred in
connection with the contemplated transaction.
Henry D. Sahakian commented on the proposed transaction, "While management
of the Company will continue to pursue its previously-announced divestiture
plan, the execution of such plan will require an extended period of time.
Management is anxious to create liquidity for the Uni-Marts shareholders as
soon as possible. We are therefore gratified to be able to offer the Uni-Marts
shareholders a cash price for their shares representing a significant premium
to the recent market price of the shares."
Mr. Stephen B. Krumholz, Chairman of the Special Committee of the Uni-Marts
Board, stated, "The Committee has spent a great deal of time in the pursuit of a
strategic alternative which will provide the greatest benefit to Uni-Marts, its
shareholders and employees. We feel that the merger with HFL will prove to be
the best alternative for all involved parties and look forward to the
consummation of the transaction."
At June 2, 2003, Uni-Marts operated 294 convenience stores and Choice
Cigarette Discount Outlets in Pennsylvania, New York, Delaware, Maryland and
Virginia. Self-service gasoline was sold at 238 of these locations.
Certain statements contained in this release are forward looking. Although
Uni-Marts, Inc. believes that its expectations are based on reasonable
assumptions within the bounds of its knowledge of its business and operations,
there can be no assurance that actual results will not differ materially from
its expectations. The forward-looking statements include, but are not limited
to, statements related to the possibility of successful completion of any sale
transaction or enhancement of stockholder value. Factors that could cause
actual results to differ from expectations include general economic, business
and market conditions, volatility of gasoline prices, merchandise margins,
customer traffic, weather conditions, labor costs and the level of capital
expenditures. For other important factors that may cause actual results to
differ materially from expectations and underlying assumptions, see reports by
Uni-Marts, Inc. filed with the Securities and Exchange Commission.
* * * * * * * * * * * * * * *
The foregoing press release was issued by Uni-Marts, Inc. today, June 3, 2003,
and is being filed pursuant to Rule 14a-12 of the Securities Exchange Act to
the extent that it may be deemed to constitute a solicitation.
In connection with the proposed merger, upon successful completion of the
definitive asset purchase agreement, Uni-Marts will file proxy materials with
the Securities and Exchange Commission for a special meeting of stockholders
to vote on the proposed merger of Uni-Marts and HFL. It is anticipated that
the special meeting will be held in the third calendar quarter of 2003, 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 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.