Edgar Filing: UNI MARTS INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Uni-Marts Inc.
--------------------------------------------------------------------------------
(Name of Issuer)

Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)

904571 30 4
--------------------------------------------------------------------------------
(CUSIP Number)

Henry D. Sahakian, P.O. Box 673, State College, PA 16804
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
receive Notices and Communications)

January 26, 2004
--------------------------------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box |X|.

Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 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.

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).

CUSIP No. 904571 30 4
---------------

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Henry D. Sahakian

________________________________________________________________________________
2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) X
(b)
________________________________________________________________________________
3. SEC Use Only

________________________________________________________________________________
4. Source of Funds (See Instructions) PF

________________________________________________________________________________
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e). [_]

________________________________________________________________________________
6. Citizenship or Place of Organization

United States of America
________________________________________________________________________________
7. Sole Voting Power

Number of

Shares _________________________________________________________________
8. Shared Voting Power
Beneficially
2,873,149
Owned by
_________________________________________________________________
Each 9. Sole Dispositive Power

Reporting 499,557

Person _________________________________________________________________
10. Shared Dispositive Power
With
371,300

________________________________________________________________________________
11. Aggregate Amount Beneficially Owned by Each Reporting Person

2,873,149

________________________________________________________________________________
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares

(See Instructions)

________________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11)

39.9% (See Item 5)

________________________________________________________________________________
14. Type of Reporting Person (See Instructions)

CUSIP No. 904571 30 4
---------------

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Daniel D. Sahakian

________________________________________________________________________________
2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) X
(b)
________________________________________________________________________________
3. SEC Use Only

________________________________________________________________________________
4. Source of Funds (See Instructions) PF

________________________________________________________________________________
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e). [_]

________________________________________________________________________________
6. Citizenship or Place of Organization

United States of America
________________________________________________________________________________
7. Sole Voting Power

Number of

Reporting 418,923

Person _________________________________________________________________
10. Shared Dispositive Power
With
416,385

________________________________________________________________________________
11. Aggregate Amount Beneficially Owned by Each Reporting Person

2,873,149

________________________________________________________________________________
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares

(See Instructions)

________________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11)

39.9% (See Item 5)

________________________________________________________________________________
14. Type of Reporting Person (See Instructions)

-3-

CUSIP No. 904571 30 4
---------------

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Ara M. Kervandjian

________________________________________________________________________________
2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) X
(b)
________________________________________________________________________________
3. SEC Use Only

________________________________________________________________________________
4. Source of Funds (See Instructions) PF

________________________________________________________________________________
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e). [_]

________________________________________________________________________________
6. Citizenship or Place of Organization

United States of America
________________________________________________________________________________
7. Sole Voting Power

Number of

Reporting 6,800

Person _________________________________________________________________
10. Shared Dispositive Power
With
52,509

________________________________________________________________________________
11. Aggregate Amount Beneficially Owned by Each Reporting Person

2,873,149

________________________________________________________________________________
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares

(See Instructions)

________________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11)

39.9% (See Item 5)

________________________________________________________________________________
14. Type of Reporting Person (See Instructions)

-4-

CUSIP No. 904571 30 4
---------------

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Armen D. Sahakian

________________________________________________________________________________
2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) X
(b)
________________________________________________________________________________
3. SEC Use Only

________________________________________________________________________________
4. Source of Funds (See Instructions) PF

________________________________________________________________________________
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e). [_]

________________________________________________________________________________
6. Citizenship or Place of Organization

United States of America
________________________________________________________________________________
7. Sole Voting Power

Number of

Reporting 211,850

Person _________________________________________________________________
10. Shared Dispositive Power
With

________________________________________________________________________________
11. Aggregate Amount Beneficially Owned by Each Reporting Person

2,873,149

________________________________________________________________________________
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares

(See Instructions)

________________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11)

39.9% (See Item 5)

________________________________________________________________________________
14. Type of Reporting Person (See Instructions)

CUSIP No. 904571 30 4
---------------

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Alex D. Sahakian

________________________________________________________________________________
2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) X
(b)
________________________________________________________________________________
3. SEC Use Only

________________________________________________________________________________
4. Source of Funds (See Instructions) PF

________________________________________________________________________________
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e). [_]

________________________________________________________________________________
6. Citizenship or Place of Organization

United States of America
________________________________________________________________________________
7. Sole Voting Power

Number of

Reporting 211,750

Person _________________________________________________________________
10. Shared Dispositive Power
With

________________________________________________________________________________
11. Aggregate Amount Beneficially Owned by Each Reporting Person

2,873,149

________________________________________________________________________________
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares

(See Instructions)

________________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11)

39.9% (See Item 5)

________________________________________________________________________________
14. Type of Reporting Person (See Instructions)

CUSIP No. 904571 30 4
---------------

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Ludmila Sahakian

________________________________________________________________________________
2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) X
(b)
________________________________________________________________________________
3. SEC Use Only

________________________________________________________________________________
4. Source of Funds (See Instructions) PF

________________________________________________________________________________
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e). [_]

________________________________________________________________________________
6. Citizenship or Place of Organization

United States of America
________________________________________________________________________________
7. Sole Voting Power

Number of

Reporting 534,075

Person _________________________________________________________________
10. Shared Dispositive Power
With
6,050

________________________________________________________________________________
11. Aggregate Amount Beneficially Owned by Each Reporting Person

2,873,149

________________________________________________________________________________
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares

(See Instructions)

________________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11)

39.9% (See Item 5)

________________________________________________________________________________
14. Type of Reporting Person (See Instructions)

CUSIP No. 904571 30 4
---------------

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Seda Sahakian

________________________________________________________________________________
2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) X
(b)
________________________________________________________________________________
3. SEC Use Only

________________________________________________________________________________
4. Source of Funds (See Instructions) PF

________________________________________________________________________________
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e). [_]

________________________________________________________________________________
6. Citizenship or Place of Organization

United States of America
________________________________________________________________________________
7. Sole Voting Power

Number of

Reporting 35,500

Person _________________________________________________________________
10. Shared Dispositive Power
With
223,835

________________________________________________________________________________
11. Aggregate Amount Beneficially Owned by Each Reporting Person

2,873,149

________________________________________________________________________________
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares

(See Instructions)

________________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11)

39.9% (See Item 5)

________________________________________________________________________________
14. Type of Reporting Person (See Instructions)

CUSIP No. 904571 30 4
---------------

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Lara Sahakian

________________________________________________________________________________
2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) X
(b)
________________________________________________________________________________
3. SEC Use Only

________________________________________________________________________________
4. Source of Funds (See Instructions) PF

________________________________________________________________________________
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e). [_]

________________________________________________________________________________
6. Citizenship or Place of Organization

United States of America
________________________________________________________________________________
7. Sole Voting Power

Number of

Reporting 57,100

Person _________________________________________________________________
10. Shared Dispositive Power
With

________________________________________________________________________________
11. Aggregate Amount Beneficially Owned by Each Reporting Person

2,873,149

________________________________________________________________________________
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares

(See Instructions)

________________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11)

39.9% (See Item 5)

________________________________________________________________________________
14. Type of Reporting Person (See Instructions)

CUSIP No. 904571 30 4
---------------

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Frederick I. Sahakian

________________________________________________________________________________
2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) X
(b)
________________________________________________________________________________
3. SEC Use Only

________________________________________________________________________________
4. Source of Funds (See Instructions) PF

________________________________________________________________________________
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e). [_]

________________________________________________________________________________
6. Citizenship or Place of Organization

United States of America
________________________________________________________________________________
7. Sole Voting Power

Number of

Reporting 336,300

Person _________________________________________________________________
10. Shared Dispositive Power
With

________________________________________________________________________________
11. Aggregate Amount Beneficially Owned by Each Reporting Person

2,873,149

________________________________________________________________________________
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares

(See Instructions)

________________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11)

39.9% (See Item 5)

________________________________________________________________________________
14. Type of Reporting Person (See Instructions)

-10-

CUSIP No. 904571 30 4
---------------

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Green Valley Acquisition Co., LLC

________________________________________________________________________________
2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) X
(b)
________________________________________________________________________________
3. SEC Use Only

________________________________________________________________________________
4. Source of Funds (See Instructions) OO

________________________________________________________________________________
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e). [_]

________________________________________________________________________________
6. Citizenship or Place of Organization

Pennsylvania
________________________________________________________________________________
7. Sole Voting Power

Number of 0

Reporting 0

Person _________________________________________________________________
10. Shared Dispositive Power
With
0

________________________________________________________________________________
11. Aggregate Amount Beneficially Owned by Each Reporting Person

2,873,149

________________________________________________________________________________
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares

(See Instructions)

________________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11)

39.9% (See Item 5)

________________________________________________________________________________
14. Type of Reporting Person (See Instructions)

-11-

CUSIP No. 904571 30 4
---------------

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Heddy L. Kervandjian

________________________________________________________________________________
2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) X
(b)
________________________________________________________________________________
3. SEC Use Only

________________________________________________________________________________
4. Source of Funds (See Instructions) PF

________________________________________________________________________________
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e). [_]

________________________________________________________________________________
6. Citizenship or Place of Organization

United States of America
________________________________________________________________________________
7. Sole Voting Power

Number of

Reporting

Person _________________________________________________________________
10. Shared Dispositive Power
With
52,509

________________________________________________________________________________
11. Aggregate Amount Beneficially Owned by Each Reporting Person

2,873,149

________________________________________________________________________________
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares

(See Instructions)

________________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11)

39.9% (See Item 5)

________________________________________________________________________________
14. Type of Reporting Person (See Instructions)

CUSIP No. 904571 30 4
---------------

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

HFL Corporation

________________________________________________________________________________
2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) X
(b)
________________________________________________________________________________
3. SEC Use Only

________________________________________________________________________________
4. Source of Funds (See Instructions) PF

________________________________________________________________________________
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e). [_]

________________________________________________________________________________
6. Citizenship or Place of Organization

Pennsylvania
________________________________________________________________________________
7. Sole Voting Power

Number of

Reporting

Person _________________________________________________________________
10. Shared Dispositive Power
With
278,900

________________________________________________________________________________
11. Aggregate Amount Beneficially Owned by Each Reporting Person

2,873,149

________________________________________________________________________________
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares

(See Instructions)

________________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11)

39.9% (See Item 5)

________________________________________________________________________________
14. Type of Reporting Person (See Instructions)

-12-

Item 1. Security and Issuer

This statement relates to the common stock, par value $0.10 per share,
of Uni-Marts, Inc. ("Issuer"). The principal executive office of the Issuer is
located at 477 East Beaver Avenue, State College, PA 16801.

Item 2. Identity and Background

This statement is being filed jointly by the following persons
("Reporting Persons"):

(a) Henry D. Sahakian
(b) Business address is 477 East Beaver Avenue, State College, PA 16801
(c) The Reporting Person serves as Chairman of the Board and Chief
Executive Officer of the Issuer.
(d) The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) The Reporting Person has not, during the last five years, been 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) United States of America

(a) Daniel D. Sahakian
(b) Business address is 477 East Beaver Avenue, State College, PA 16801
(c) The Reporting Person has served as a Director of the Issuer since 1981.
Also, for the past 23 years he has served as President and Chief
Executive Officer of HFL Corporation, a commercial real estate company.
(d) The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) The Reporting Person has not, during the last five years, been 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) United States of America

(a) Ara M. Kervandjian
(b) Business address is 477 East Beaver Avenue, State College, PA 16801
(c) The Reporting Person serves as the President of the Issuer.
(d) The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).

-13-

(e) The Reporting Person has not, during the last five years, been 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) United States of America

(a) Armen D. Sahakian
(b) 200 Haymaker Circle, State College, PA 16801
(c) Self employed
(d) The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) The Reporting Person has not, during the last five years, been 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) United States of America

(a) Alex D. Sahakian
(b) 1604 Woodledge Circle, State College, PA 16803
(c) Self employed
(d) The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) The Reporting Person has not, during the last five years, been 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) United States of America

(a) Ludmila Sahakian
(b) P.O. Box 649, State College, PA 16804
(c) Not applicable
(d) The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) The Reporting Person has not, during the last five years, been 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) United States of America

(a) Seda Sahakian
(b) 180 Haymaker Circle, State College, PA 16801
(c) Not applicable

-14-

(d) The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) The Reporting Person has not, during the last five years, been 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) United States of America

(a) Lara Sahakian
(b) 2841 NE 185th Street, Unit 512, Aventura, FL 33180
(c) Self employed
(d) The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) The Reporting Person has not, during the last five years, been 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) United States of America

(a) Frederick I. Sahakian
(b) 1016 Ballybunion Drive, State College, PA 16801
(c) Self employed
(d) The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) The Reporting Person has not, during the last five years, been 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) United States of America

(a) Green Valley Acquisition Co., LLC
(b) Business Address is 477 East Beaver Avenue, State College, PA 16801.
(c) The principal business of the Reporting Person is to acquire, own,
operate and manage the assets and business of the Issuer.
(d) The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) The Reporting Person has not, during the last five years, been 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) Pennsylvania.

(a) Heddy L. Kervandjian
(b) P.O. Box 409, State College, PA 16804
(c) Not applicable
(d) The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) The Reporting Person has not, during the last five years, been 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) United States of America

(a) HFL Corporation
(b) Business address is 477 East Beaver Avenue, State College, PA 16801
(c) Commercial real estate company.
(d) The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) The Reporting Person has not, during the last five years, been 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) Pennsylvania.

-15-

Item 3. Source and Amount of Funds or Other Consideration

The Reporting Persons who are individuals used personal funds to
acquire the shares beneficially owned by them. Green Valley Acquisition Co. LLC
("Green Valley") has acquired beneficial ownership by entering into Tender and
Voting Agreements with each of the individual Reporting Persons, dated January
26, 2004 (the "Voting Agreements"). Pursuant to the Voting Agreements, each
Reporting Person who is an individual granted an irrevocable proxy to Green
Valley to vote the shares beneficially owned by such individual Reporting Person
in favor of the merger of the Issuer with and into Green Valley pursuant to the
terms of the Agreement and Plan of Merger between Green Valley and the Issuer
dated January 26, 2004 (the "Merger Agreement").

Item 4. Purpose of Transaction

As described in Item 3 above, the Reporting Persons who are individuals
have entered into the Voting Agreements with Green Valley pursuant to the Merger
Agreement. Pursuant to the Voting Agreements, each Reporting Person who is an
individual granted an irrevocable proxy to Green Valley to vote the shares
beneficially owned by such individual Reporting Person in favor of the merger of
the Issuer with and into Green Valley pursuant to the Merger Agreement. As
referenced in the Merger Agreement and as previously announced by the Issuer,
the Issuer has been contemplating a fundamental transaction, such as the sale of
a significant number of convenience stores or other assets, a refinancing or a
sale-leaseback transaction (a "Fundamental Transaction") and the Reporting
Persons anticipate that the Issuer will continue to pursue this initiative
between the date of execution of the Merger Agreement and closing of the
contemplated merger. The Issuer may not enter into any binding agreement
relating to a Fundamental Transaction, however, without Green Valley's prior
written consent (such consent not to be unreasonably withheld). Green Valley
supports the Issuer's Fundamental Transaction initiative between now and the
closing of the merger with Green Valley, and Green Valley may continue to pursue
a Fundamental Transaction after such closing. 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 Issuer,
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 Issuer's current management. The signing of the foregoing
Voting Agreements may be deemed to be a change in control of the Issuer, and the
consummation of the merger pursuant to the Merger Agreement would result in a
change in control of the Issuer. Following consummation of the merger, the
Issuer will cease to exist, its securities will be cancelled and exchanged for
cash, and the limited liability company operating agreement of Green Valley (the
surviving entity) will replace the capitalization structure, dividend policy
charter and bylaws of the Issuer. Subsequent to the consummation of the merger,
the Issuer's securities would no longer be listed on a national securities
exchange or authorized to be quoted in an inter-dealer quotation system of a
registered national securities association. Except as set forth herein or as
contemplated by the Merger Agreement, the Reporting Persons have no present plan
or proposal that relates to or would result in:

a. The acquisition of additional securities of the Issuer, or the
disposition of securities of the Issuer;

-16-

b. An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
c. A sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
d. Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number of term
of directors or to fill any existing vacancies on the board;
e. Any material change in the present capitalization or dividend policy of
the Issuer;
f. Any other material change in the Issuer's business or corporate
structure including but not limited to, if the Issuer is a registered
closed-end investment company, any plans or proposals to make any
changes in its investment policy for which a vote is required by
Section 13 of the Investment Company Act of 1940;
g. Changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of
the Issuer by any person;
h. Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
association;
i. A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
j. Any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer

(a) Each of the Reporting Persons beneficially owns 2,873,149 shares of
Common Stock (the "Shares"). This constitutes 39.9% of the 7,202,979
total shares outstanding as of December 31, 2003, as set forth in the
Issuer's Form 10-K/A filed with the Securities and Exchange Commission
(the "SEC") on January 27, 2004.

(b) See Items 7 through 10 of the cover page to this Schedule 13D for each
Reporting Person. With respect to Items 7 and 8, pursuant to the Voting
Agreements, each of the Reporting Persons shares voting power solely
for the purpose of voting the Shares in favor of the merger of the
Issuer with and into Green Valley. For all other purposes, each of the
Reporting Persons have sole or shared voting power with respect to the
Shares as follows:

1) Henry D. Sahakian has sole power to vote or to direct the vote (except
with respect to the matters set forth in the Voting Agreements), and
sole power to dispose or direct the disposition of 499,557 shares of
the Issuer's common stock. These shares do not include 133,000 shares
issuable upon exercise of employee stock options and 72,869 shares held
by Henry D. Sahakian in his 401(k) plan account. Henry D. Sahakian has
shared power to dispose or direct the disposition of 371,300 shares of
the Issuer's common stock, including 92,400 shares held jointly with
his wife, Seda Sahakian, and 278,900 shares held by HFL Corporation for
which Henry D. Sahakian serves as chairman of the board of directors
and over which he shares voting and dispositive power. These shares do
not include, and Henry D. Sahakian disclaims beneficial ownership of,
211,750 shares held in a trust for the benefit of Alex D. Sahakian of
which Henry Sahakian is one of two trustees, but over which he does not
possess voting or dispositive power.

2) Daniel D. Sahakian has sole power to vote or to direct the vote (except
with respect to the matters set forth in the Voting Agreements), and
sole power to dispose or direct the disposition of, 418,923 shares of
the Issuer's common stock, including 6,380 shares beneficially owned as
trustee of a trust for the benefit of his sister-in-law, Seda Sahakian.
These shares do not include 35,000 shares issuable upon exercise of
35,000 employee stock options held by Daniel D. Sahakian. Daniel D.
Sahakian has shared power to dispose or direct the disposition of
416,385 shares of the Issuer's common stock, including 6,050 shares
held jointly with his wife, Ludmila Sahakian, 278,900 shares held by
HFL Corporation for which Daniel D. Sahakian serves as president and
chief executive officer and over which he shares voting and dispositive
power and 131,435 shares held in an irrevocable life insurance trust of
Henry D. Sahakian of which Daniel Sahakian is one of two trustees.

3) Ara M. Kervandjian has sole power to vote or to direct the vote (except
with respect to the matters set forth in the Voting Agreements), and
sole power to dispose or direct the disposition of, 6,800 shares of the
Issuer's common stock. These shares do not include 112,500 shares
issuable upon exercise of employee stock options held by Ara M.
Kervandjian. Ara M. Kervandjian has shared power to dispose or direct
the disposition of 52,509 shares of the Issuer's common stock held
jointly with his wife.

4) Armen D. Sahakian has sole power to vote or to direct the vote (except
with respect to the matters set forth in the Voting Agreements), and
sole power to dispose or direct the disposition of, 211,850 shares of
the Issuer's common stock.

5) Alex D. Sahakian has sole power to vote or to direct the vote (except
with respect to the matters set forth in the Voting Agreements), and
sole power to dispose or direct the disposition of, 211,750 shares of
the Issuer's common stock.

6) Ludmila Sahakian has sole power to vote or to direct the vote (except
with respect to the matters set forth in the Voting Agreements), and
sole power to dispose or direct the disposition of, 534,075 shares of
the Issuer's common stock, including 211,750 shares held in a trust for
the benefit of Alex D. Sahakian of which Ludmila Sahakian is one of two
trustees and claims beneficial ownership. Ludmila Sahakian has shared
power to dispose or direct the disposition of 6,050 shares of the
Issuer's common stock held jointly with her husband, Daniel D.
Sahakian.

7) Seda Sahakian has sole power to vote or to direct the vote (except with
respect to the matters set forth in the Voting Agreements), and sole
power to dispose or direct the disposition of, 35,500 shares of the
Issuer's common stock. Seda Sahakian has shared power to dispose or
direct the disposition of 223,835 shares of the Issuer's common stock,
including 92,400 shares held jointly with her husband, Henry D.
Sahakian, and 131,435 shares held in an irrevocable life insurance
trust for the benefit of Henry D. Sahakian of which Seda Sahakian is
one of two trustees.

8) Lara Sahakian has sole power to vote or to direct the vote (except with
respect to the matters set forth in the Voting Agreements), and sole
power to dispose or direct the disposition of, 57,100 shares of the
Issuer's common stock.

9) Frederick I. Sahakian has sole power to vote or to direct the vote
(except with respect to the matters set forth in the Voting
Agreements), and sole power to dispose or direct the disposition of,
336,300 shares of the Issuer's common stock, including 266,200 shares
held by a proxy certificate and stock power granted to him by Nejdeh
Aslanian.

10) Green Valley has shared power to dispose of or direct the disposition
of 2,873,149 shares of the Issuer's common stock pursuant to the Voting
Agreements.

11) Heddy L. Kervandjian has shared power to dispose of or direct the
disposition of 52,509 shares of the Issuer's common stock held jointly
with her husband, Ara M. Kervandjian.

12) HFL Corporation has shared power to dispose of or direct the
disposition of 278,900 shares of the Issuer's common stock held by it
as record owner.

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(c) On January 20, 2004, Frederick I. Sahakian was granted a proxy
certificate and stock power with respect to 266,200 shares of the
Issuer's common stock, held by Nejdeh Aslanian.

(d) Other than as set forth in Items 3, 4, 5 and 7 of this Schedule 13D, no
other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of
the shares of the Issuer's common stock which are the subject of this
Schedule 13D.

(e) Not Applicable for any Reporting Person.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer

As described in Items 3 and 4 above, the Reporting Persons who are
individuals have entered into the Voting Agreements with Green Valley pursuant
to the Merger Agreement. Pursuant to the Voting Agreements, each Reporting
Person who is an individual granted an irrevocable proxy to Green Valley to vote
the shares beneficially owned by such individual Reporting Person in favor of
the merger of the Issuer with and into Green Valley pursuant to the Merger
Agreement.

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Item 7. Material to Be Filed as Exhibits

A copy of the form of Voting Agreement executed by each of the
Reporting Persons who is an individual and Green Valley is included as Exhibit
99.1 to this Schedule 13D. Each such Voting Agreement is identical, except that
the reference to the number of shares owned of record or beneficially or which
the individual Reporting Person otherwise controls varies according to the
individual Reporting Person as follows:

Henry D. Sahakian 591,957 Includes 92,400 shares held jointly with his wife,
Seda Sahakian.
Daniel D. Sahakian 556,408 Includes 6,050 shares held jointly with his wife, Ludmila
Sahakian, and 131,435 shares held jointly with Seda Sahakian
as trustees for the Irrevocable
Life Insurance Trust of Henry D. Sahakian.
Ara M. Kervandjian 59,309 Includes 52,509 shares held jointly with his wife,
Heddy L. Kervandjian.
Armen D. Sahakian 211,850
Alex D. Sahakian 211,750
Ludmila Sahakian 534,075
Seda Sahakian 35,500
Lara Sahakian 57,100
Frederick I. Sahakian 336,300
HFL Corporation 278,900

In addition, a copy of the form of Joint Filing Agreement among the
Reporting Persons is included as Exhibit 99.2 to this Schedule 13 D. The Issuer
has filed a copy of the Merger Agreement as an exhibit to its Current Report on
Form 8-K/A filed with the SEC on February 4, 2004.

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Signatures

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

/S/ HENRY D. SAHAKIAN
--------------------------------------------
Name: Henry D. Sahakian

/S/ DANIEL D. SAHAKIAN
--------------------------------------------
Name: Daniel D. Sahakian

/S/ ARA M. KERVANDJIAN
--------------------------------------------
Name: Ara M. Kervandjian

/S/ ARMEN D. SAHAKIAN
--------------------------------------------
Name: Armen D. Sahakian

/S/ ALEX D. SAHAKIAN
--------------------------------------------
Name: Alex D. Sahakian

S/ LUDMILA SAHAKIAN
--------------------------------------------
Name: Ludmila Sahakian

/S/ SEDA SAHAKIAN
--------------------------------------------
Name: Seda Sahakian

/S/ LARA SAHAKIAN
--------------------------------------------
Name: Lara Sahakian

/S/ FREDERICK I. SAHAKIAN
--------------------------------------------
Name: Frederick I. Sahakian

Green Valley Acquisition Co. LLC

By: /S/ PAUL LEVINSOHN
-----------------------------------------
Name: Paul Levinsohn
-----------------------------------------
Title: Manager
-----------------------------------------

/S/ HEDDY L. KERVANDJIAN
--------------------------------------------
Name: Heddy L. Kervandjian

HFL CORPORATION

By: /S/ DANIEL D. SAHAKIAN
---------------------------------------------

Name: Daniel D. Sahakian
---------------------------------------------

Title: President and Chief Executive Officer

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