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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
Of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported)
April 21, 2000
UNI-MARTS, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 1-11556 25-1311379
(State or other jurisdiction (Commission (IRS Employer
of incorporation or File Number) identification
organization) number)
477 East Beaver Avenue, State College, Pennsylvania 16801-5690
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (814) 234-6000
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This Document Contains 6 Pages.
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ITEM 2. ACQUISITION OF ASSETS
On April 21, 2000, pursuant to an asset purchase agreement, Uni
Marts, Inc., together with certain wholly owned affiliates (collectively, the
"Company") purchased the operating assets of a business operating a chain of
convenience stores and gasoline dispensing stations located in northeastern
Pennsylvania. The assets were purchased from Orloski Service Station, Inc. and
its owners (collectively "OSSI" or the "Sellers") for approximately $42.4
million in cash and assumption of debt.
The summary of certain provisions of the Asset Purchase
Agreement (the "Agreement") set forth in this Item 2 does not purport
to be complete and is qualified in its entirety by reference to the
Agreement, a copy of which is enclosed as an exhibit to this report.
OSSI was the operator of 43 convenience stores and gasoline
Dispensing stations in northeastern Pennsylvania and headquartered in
WilkesBarre, Pennsylvania. The assets purchased include 39 fee properties and
eight leased locations, one of which the Company intends to purchase within 30
days. The properties include two sites for future development and two sites
operated by gasoline dealers. Other assets acquired from OSSI include
inventories, furniture, fixtures, machinery, equipment, vehicles, prepaid
expenses, notes receivable and certain intangible assets.
The Agreement contains the usual and customary representations,
warranties and covenants by the Company and OSSI.
The purchase price for the OSSI assets was determined on the
basis of past operating results, merchandise and gasoline volumes,
projections of anticipated operating results, economies of scale
which might be realized as a result of the acquisition and
projections of anticipated sales and the purchasing leverage which
may result therefrom. The purchase price was the result of arms
length negotiations between the Company and the Sellers.
The acquisition will be recorded using the purchase method of
accounting effective as of April 21, 2000 with the purchase price
being allocated based upon the fair values of the individual OSSI
assets acquired. The results of operations from the acquired
convenience stores and gasoline dispensing stations will be included
in the Company's operations commencing with April 21, 2000. Prior to
the purchase, no relationship existed between the Company and OSSI or
any of their directors or officers, or any associate of any such
director or officer. The OSSI assets were used by OSSI in the
ordinary course of its convenience store and gasoline dispensing
station business and the Company intends to continue such use.
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The funds utilized by the Company to acquire the OSSI assets and
to pay expenses associated with the acquisition were provided by four loans
from affiliates of Franchise Financing Corporation of America ("FFCA")
aggregating $39.7 million, the Company's assumption of a $2.3 million OSSI loan
and from the Company's cash.
ITEM 5. OTHER EVENTS
The four FFCA loans discussed in the preceding paragraph also
closed on April 21, 2000. The loans consisted of the following:
(1) A floating-rate loan for $22,325,000 secured by mortgages on 27
fee properties acquired from OSSI.
(2) A fixed-rate loan for $6,900,000 secured by mortgages on nine fee
properties acquired from OSSI.
(3) A floating-rate loan for $9,375,000 secured by store equipment at
27 former OSSI sites and 49 Uni-Mart sites.
(4) A fixed-rate loan for $1,100,000 secured by store equipment at nine
former OSSI sites.
The mortgages will be amortized over 20 years and the equipment
loans will be amortized over ten years. Certain provisions of the FFCA loan
agreements require the Company's maintenance of minimum net worth of $20
million, a corporate fixed charge coverage ratio of 1.15:1 and a pooled-property
fixed charge coverage of 1.25 : 1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
7(a) and 7(b)
Pursuant to Item 7(a) and 7(b) of Form 8-K, the Company is
required to file financial statements and pro forma information with
respect to the acquisition described in Item 2. It is impractical to
provide these financial statements and pro forma information at the
time this report is filed. Therefore, in accordance with Item
7(a)(4) and 7(b)(2) of Form 8-K, the Company will file such financial
statements and pro forma financial information under cover of Form 8
as soon as practicable but not later than July 5, 2000.
(c) EXHIBITS
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Exhibit Number:
(2) Asset Purchase Agreement between the Company and
Sellers dated February 23, 2000 with Addendum dated April
2, 2000.
(20.1) Loan Agreement for $6,900,000 between FFCA Acquisition
Corporation and Uni Realty of Wilkes-Barre, L.P. dated
April 21, 2000.
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(20.2) Loan Agreement for $22,325,000 between FFCA Funding
Corporation and Uni Realty of Luzerne, L.P. dated April 21, 2000.
(20.3) Equipment Loan Agreement for $1,100,000 between FFCA
Acquisition Corporation and the Company dated April 21, 2000.
(20.4) Equipment Loan Agreement for $9,375,000 between FFCA
Funding Corporation and the Company dated April 21, 2000.
The Asset Purchase Agreement filed as Exhibit 2 above does not
include the following exhibits and schedules which will be furnished to the
Securities and Exchange Commission upon request:
Exhibits Omitted:
A Indemnity Escrow Agreement
B Bill of Sale
C Assignment and Assumption Agreement
D Non Competition Agreement
Schedules Omitted
1.1(a) Store Premises
1.1(b) Unimproved Premises
1.1(d) Personal Property
1.1(f) Lawsuits
1.1(k) Assumed Prepaid Items
1.1(n) Store Fund
1.2 Excluded Motor Vehicles, Office and Store Equipment
and Prepaid Items
1.4 Assumed Contracts
1.5 Inventory
2.3 Purchase Price Allocation Among the Selling Parties
2.5 Purchase Price Allocation Among the Assets
3.2 Prepaid Operating Expenses
4.1 Employee Accruals
6.2 Majority Shareholders
6.3 Subsidiaries
6.7 Required Approvals and Consents
6.9 Liabilities
6.12 Permits and Licenses
6.14 Environmental Matters
6.15(a) Real Property Encumbrance
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6.15(b) Real Property Encroachment
6.16 Personal Property Encumbrances
6.18 Material Contracts
6.19 Litigation
6.20 Insurance
6.21 Banking Arrangements
6.23 Employee Benefit Plans
6.24 Labor Matters
6.25 Interest in Competitors and Others
6.26 Suppliers and Vendors
6.27 Conditions Affecting the Company
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UNI-MARTS, INC.
(Registrant)
/S/ N. GREGORY PETRICK
DATE: May 8, 2000 By: ------------------------
N. Gregory Petrick
Senior Vice President and Chief
Financial Officer
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