1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 30, 1995
------------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
--------------------- ---------------------
Commission file number 1-11556
-------------------------------------------------------
UNI-MARTS, INC.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 25-1311379
- -------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
477 East Beaver Avenue, State College, PA 16801-5690
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(814) 234-6000
- -------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
- -------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report.)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
----- -----
6,299,071 Common Shares were outstanding at March 30, 1995.
This Document Contains 57 Pages.
-1-
2
UNI-MARTS, INC. AND SUBSIDIARIES
INDEX
PART I. FINANCIAL INFORMATION
- ------------------------------ PAGE(S)
Item 1. Financial Statements
Consolidated Balance Sheets -
March 30, 1995 and September 30, 1994 3-4
Consolidated Statements of Earnings -
Quarter Ended and Two Quarters Ended
March 30, 1995 and March 31, 1994 5
Consolidated Statements of Cash Flows -
Two Quarters Ended March 30, 1995 and
March 31, 1994 6-7
Notes to Consolidated Financial Statements 8-10
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 11-13
PART II. OTHER INFORMATION
- --------------------------
Item 4. Submission of Matters to a Vote of
Security Holders 13-14
Item 6. Exhibits and Reports on Form 8-K 14
Exhibit Index 16
-2-
3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UNI-MARTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
March 30, September 30,
1995 1994
------------ -------------
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash $ 8,584,777 $ 8,533,265
Marketable equity securities (at
market in 1995, cost $375,200; at
cost in 1994, market $582,900) 337,698 572,166
Accounts receivable, less allowances
of $105,700 and $582,100 2,559,292 2,168,649
Inventories 15,743,290 15,108,457
Prepaid expenses and other 2,457,578 2,019,255
----------- -----------
TOTAL CURRENT ASSETS 29,682,635 28,401,792
PROPERTY, EQUIPMENT AND IMPROVEMENTS -
at cost, less accumulated depreciation
and amortization of $35,120,000 and
$32,956,000 57,374,027 56,883,848
INTANGIBLE AND OTHER ASSETS 7,596,595 7,750,798
----------- -----------
TOTAL ASSETS $94,653,257 $93,036,438
=========== ===========
-3-
4
UNI-MARTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(CONTINUED)
March 30, September 30,
1995 1994
------------ -------------
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $16,633,323 $14,440,175
Accrued expenses 6,864,442 6,030,584
Current maturities of long-term debt 3,264,692 6,851,260
Current obligations under capital leases 99,352 98,864
----------- -----------
TOTAL CURRENT LIABILITIES 26,861,809 27,420,883
LONG-TERM DEBT, less current maturities 32,008,179 32,121,021
OBLIGATIONS UNDER CAPITAL LEASES,
less current maturities 783,674 833,400
DEFERRED TAXES 2,871,400 2,806,800
DEFERRED INCOME AND OTHER LIABILITIES 1,641,861 1,051,311
STOCKHOLDERS' EQUITY:
Common Stock, par value $.10 a share:
Authorized 15,000,000 shares
Issued 7,007,471 and 6,996,498 shares,
respectively 700,747 699,650
Additional paid-in capital 22,979,750 22,897,804
Retained earnings 10,593,806 9,035,050
----------- -----------
34,274,303 32,632,504
Less Treasury Stock, at cost -
708,400 and 722,238 shares of Common
Stock, respectively ( 3,787,969) ( 3,829,481)
----------- -----------
30,486,334 28,803,023
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $94,653,257 $93,036,438
=========== ===========
See notes to consolidated financial statements
-4-
5
UNI-MARTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
QUARTER ENDED TWO QUARTERS ENDED
March 30, March 31, March 30, March 31,
1995 1994 1995 1994
------------ ----------- ------------ ------------
REVENUES:
Merchandise sales $40,163,489 $41,499,151 $ 83,771,918 $ 85,725,555
Petroleum sales 32,299,081 29,528,886 68,047,396 63,561,547
Dairy sales 0 5,302,150 0 10,494,832
Other income 689,228 399,335 1,236,316 1,093,866
----------- ----------- ------------ ------------
73,151,798 76,729,522 153,055,630 160,875,800
----------- ----------- ------------ ------------
COSTS AND EXPENSES:
Cost of sales 52,645,562 55,551,658 111,066,322 116,830,208
Selling 15,782,412 16,708,159 31,410,862 33,618,364
General and administrative 1,638,526 1,716,134 3,269,860 3,410,286
Depreciation and amortization 1,345,905 1,475,937 2,682,937 3,006,062
Interest 832,956 815,572 1,619,886 1,674,857
----------- ----------- ------------ ------------
72,245,361 76,267,460 150,049,867 158,539,777
----------- ----------- ------------ ------------
EARNINGS BEFORE INCOME TAXES 906,437 462,062 3,005,763 2,336,023
INCOME TAXES 345,200 ( 6,886) 1,101,000 650,314
----------- ----------- ------------ ------------
NET EARNINGS $ 561,237 $ 468,948 $ 1,904,763 $ 1,685,709
=========== =========== ============ ============
EARNINGS PER SHARE $ 0.09 $ 0.07 $ 0.30 $ 0.24
=========== =========== ============ ============
DIVIDENDS PER SHARE $ 0.0275 $ 0.0250 $ 0.0550 $ 0.0500
=========== =========== ============ ============
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 6,290,853 6,908,114 6,285,007 6,899,574
=========== =========== ============ ============
See notes to consolidated financial statements
-5-
6
UNI-MARTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
TWO QUARTERS ENDED
March 30, March 31,
1995 1994
-------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash received from customers and others $153,101,466 $160,737,605
Cash paid to suppliers and employees ( 143,409,234) ( 155,006,945)
Dividends and interest received 88,929 98,633
Interest paid ( 1,616,564) ( 1,698,617)
Income taxes paid ( 1,262,600) ( 1,042,209)
------------ ------------
NET CASH PROVIDED BY OPERATING
ACTIVITIES 6,901,997 3,088,467
CASH FLOWS FROM INVESTING ACTIVITIES:
Receipts from sale of capital assets 121,735 356,970
Purchase of property, equipment and
improvements ( 2,987,285) ( 1,209,744)
Net receipts for sales and purchases
of marketable securities 209,725 243,995
Additional borrowing - note receivable
from officer ( 37,896)
Net cash advanced for intangible and other
assets ( 113,130) ( 93,178)
------------ ------------
NET CASH USED IN INVESTING ACTIVITIES ( 2,768,955) ( 739,853)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments under revolving credit
agreement ( 2,000,000) ( 1,000,000)
Principal payments on debt ( 1,748,648) ( 3,614,967)
Proceeds from issuance of common stock 13,125 37,750
Dividends paid to stockholders ( 346,007) ( 345,252)
------------ ------------
NET CASH USED BY FINANCING ACTIVITIES ( 4,081,530) ( 4,922,469)
------------ ------------
NET INCREASE (DECREASE) IN CASH 51,512 ( 2,573,855)
CASH:
Beginning of period 8,533,265 9,779,105
------------ ------------
End of period $ 8,584,777 $ 7,205,250
============ ============
-6-
7
UNI-MARTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED)
(Unaudited)
TWO QUARTERS ENDED
March 30, March 31,
1995 1994
---------- ----------
RECONCILIATION OF NET EARNINGS TO NET CASH
PROVIDED BY OPERATING ACTIVITIES:
NET EARNINGS $1,904,763 $1,685,709
ADJUSTMENTS TO RECONCILE NET EARNINGS TO
NET CASH PROVIDED BY OPERATING ACTIVITIES:
Depreciation and amortization 2,682,937 3,006,062
Loss (gain) on sale of marketable securities 24,743 ( 127,731)
Loss on sale of capital assets and other 71,197 173,185
Change in assets and liabilities:
Increase in:
Accounts receivable ( 390,643) ( 142,398)
Inventories ( 634,833) ( 191,746)
Prepaid expenses ( 212,123) ( 445,473)
Increase (decrease) in:
Accounts payable and accrued expenses 3,027,006 ( 683,508)
Deferred income taxes and other
liabilities 428,950 ( 185,633)
---------- ----------
TOTAL ADJUSTMENTS TO NET EARNINGS 4,997,234 1,402,758
---------- ----------
NET CASH PROVIDED BY OPERATING ACTIVITIES $6,901,997 $3,088,467
========== ==========
See notes to consolidated financial statements
-7-
8
UNI-MARTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
A. FINANCIAL STATEMENTS:
The consolidated balance sheet as of March 30, 1995, the consolidated
statements of earnings for the quarter and two quarters ended March 30, 1995
and March 31, 1994 and the consolidated statements of cash flows for the two
quarters ended March 30, 1995 and March 31, 1994 have been prepared by Uni-
Marts, Inc. (the "Company") without audit. In the opinion of management,
all adjustments (which include only normal recurring adjustments) necessary
to present fairly the financial position of the Company at March 30, 1995
and the results of operations and cash flows for all periods presented have
been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that these
consolidated financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's Annual Report on Form
10-K for the fiscal year ended September 30, 1994. The results of
operations for the interim periods are not necessarily indicative of the
results to be obtained for the full year.
B. INTANGIBLE AND OTHER ASSETS:
Intangible and other assets consist of the following:
March 30, September 30,
1995 1994
----------- -------------
Goodwill $ 6,498,671 $ 6,498,671
Lease acquisition costs 1,674,483 1,674,483
Non-competition agreements 1,213,040 1,213,040
Other 1,772,297 1,647,520
----------- -----------
11,158,491 11,033,714
Less accumulated amortization 3,561,896 3,282,916
----------- -----------
$ 7,596,595 $ 7,750,798
=========== ===========
Goodwill represents the excess of costs over fair value of net assets
acquired in business combinations and is amortized on a straight-line basis
over periods of 5 to 40 years. Lease acquisition costs are the bargain
element of acquired leases and are being amortized on a straight-line basis
over the related lease terms. Non-competition agreements are amortized over
the terms of the particular agreements.
-8-
9
C. INTERIM CREDIT FACILITIES:
The Company has a $13.5 million revolving credit agreement with a bank group
at the bank's prime rate or a fixed rate option at the Company's election,
with a maximum of $3.5 million available for issuance of letters of credit.
The revolving credit facility is committed for a two-year period expiring
February 28, 1997 or a later date as approved by the bank group. At March
30, 1995, borrowings of $4.0 million and letters of credit of $2.3 million
were outstanding under the agreement.
D. LONG-TERM DEBT:
March 30, September 30,
1995 1994
----------- -------------
Term Loan. Interest is paid quarterly.
Principal on the note will be repaid in 16
quarterly installments beginning October 31,
1997. The blended interest was 8.500% at
March 30, 1995. $16,741,488 $16,805,316
Senior Notes of the Company. Interest is
paid in semiannual installments at a
blended rate of 10.50%. Principal on the
notes will be repaid in eight semiannual
installments. 12,170,068 13,703,402
Revolving Credit Agreement. Interest is paid
quarterly. At March 30, 1995, the interest
rate was 9.000%. (See Note C) 4,000,000 6,000,000
Mortgage Loans Payable. Paid in monthly
installments expiring in years 1997 through
2004 with interest ranging from the bank's
prime rate to the bank's prime rate plus
one-half percent. The blended interest
was 9.313% at March 30, 1995. 2,361,315 2,460,328
Various Equipment Financing. Repaid in
fiscal 1995. 3,235
----------- -----------
35,272,871 38,972,281
Less current maturities 3,264,692 6,851,260
----------- -----------
$32,008,179 $32,121,021
=========== ===========
The mortgage loans are collateralized by $6,688,200 of property, at cost.
-9-
10
Aggregate maturities of long-term debt during the next five years, including
payments due in connection with the senior notes and the term loan, are as
follows:
September 30, 1995 $ 1,632,000
1996 3,265,000
1997 8,129,000
1998 7,433,000
1999 6,060,000
-----------
$26,519,000
===========
Certain of the Company's debt agreements contain covenants which provide for the
maintenance of minimum working capital and net worth, as well as limitations on
future indebtedness, sales and leasebacks and dispositions of assets. These
agreements may restrict the Company's ability to declare and pay dividends on
common stock. The amount of retained earnings available for such dividends at
March 30, 1995 was $5,762,800.
-10-
11
ITEM 2.
UNI-MARTS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Set forth below are selected unaudited consolidated financial data of the Company for the
periods indicated:
QUARTER ENDED TWO QUARTERS ENDED
March 30, March 31, March 30, March 31,
1995 1994 1995 1994
----------- ----------- ------------ ------------
STATEMENTS OF EARNINGS DATA:
Sales and other income by the
Company and its franchisees:
Merchandise sales $40,163,489 $41,499,151 $ 83,771,918 $ 85,725,555
Petroleum sales 32,299,081 29,528,886 68,047,396 63,561,547
Dairy sales 0 5,302,150 0 10,494,832
Other income 689,228 399,335 1,236,316 1,093,866
----------- ----------- ------------ ------------
Total 73,151,798 76,729,522 153,055,630 160,875,800
Cost of sales 52,645,562 55,551,658 111,066,322 116,830,208
----------- ----------- ------------ ------------
Gross profit 20,506,236 21,177,864 41,989,308 44,045,592
Selling 15,782,412 16,708,159 31,410,862 33,618,364
General and administrative 1,638,526 1,716,134 3,269,860 3,410,286
Depreciation and amortization 1,345,905 1,475,937 2,682,937 3,006,062
Interest 832,956 815,572 1,619,886 1,674,857
----------- ----------- ------------ ------------
Earnings before income taxes 906,437 462,062 3,005,763 2,336,023
Income taxes 345,200 ( 6,886) 1,101,000 650,314
----------- ----------- ------------ ------------
Net earnings $ 561,237 $ 468,948 $ 1,904,763 $ 1,685,709
=========== =========== ============ ============
Earnings per share $ 0.09 $ 0.07 $ 0.30 $ 0.24
=========== =========== ============ ============
OPERATING DATA (CONVENIENCE STORES ONLY):
Average, per store, for stores open two
full comparable periods:
Merchandise sales $ 99,783 $ 100,697 $ 208,004 $ 206,309
Petroleum sales $ 106,550 $ 95,929 $ 225,643 $ 207,207
Gallons of petroleum sold 108,272 108,691 225,637 229,637
Total gallons of petroleum sold 32,201,770 32,345,741 67,063,870 68,754,989
Gross profit per gallon
of petroleum $ 0.130 $ 0.122 $ 0.140 $ 0.129
Stores at beginning of period 415 435 417 444
Stores added 1 1
Stores closed 2 4 4 13
Stores at end of period 414 431 414 431
Company-operated stores 372 384 372 384
Franchisee-operated stores 42 47 42 47
Locations with self-service gasoline 300 303 300 303
-11-
12
RESULTS OF OPERATIONS:
Matters discussed below should be read in conjunction with "Statements of
Earnings Data" and "Operating Data (Convenience Stores Only)" on the preceding
page.
QUARTERS ENDED MARCH 30, 1995 AND MARCH 31, 1994
- ------------------------------------------------
Revenues for the quarter ended March 30, 1995 decreased by $3,578,000, or 4.7%,
compared to the quarter ended March 31, 1994. The decline in revenues resulted
from the sale of the Company's dairy operation on April 1, 1994 and fewer stores
in operation during the second fiscal quarter of the current year. Dairy sales
for the quarter ended March 31, 1994 were $5,302,000 compared to $0 for the
quarter ended March 30, 1995. Merchandise sales declined by $1,336,000, or
3.2%, primarily as a result of fewer stores in operation. Petroleum sales
increased by $2,770,000, or 9.4%, as a result of an 11.4% increase in the
average selling price per gallon. Other income increased by $290,000.
Gross profits on merchandise sales increased by $421,000 due to higher gross
profit rates. Gross profits on petroleum sales were $153,000 higher in the
current fiscal year's second quarter as a result of higher gross profits per
gallon. There were no gross profits on dairy sales in the current year compared
to $1,534,000 in the prior year.
Selling expense, general and administrative expense and depreciation and
amortization declined by $926,000, $78,000 and $130,000, respectively, in the
second quarter of fiscal year 1995 compared to the same quarter in 1994. These
declines are due to expense reductions resulting from the April 1994 dairy
operation sale offset in part by expense increases in convenience store
operations. Interest expense increased by $17,000 as a result of higher
interest rates in 1995.
Earnings before income taxes increased by $444,000 in the second quarter of the
current year compared to the prior year's second quarter. This increase
resulted primarily from higher merchandise and petroleum gross profits in the
1995 second fiscal quarter. Income taxes increased by $352,000. This
disproportionate increase is attributable to nonrecurring tax adjustments in the
prior year related to the sale of the dairy assets. Net earnings increased by
$92,000, or 19.7%.
TWO QUARTERS ENDED MARCH 30, 1995 AND MARCH 31, 1994
- ----------------------------------------------------
Revenues in the first two quarters of fiscal year 1995 were $153,056,000, a
decrease of $7,820,000 from the comparable period of fiscal year 1994. The
decline resulted from no dairy sales in the current year due to the April 1994
sale of the Company's dairy operation compared to dairy sales of $10,495,000 in
the same period of fiscal 1994. Merchandise sales at the Company's convenience
stores decreased by $1,954,000, or 2.3%, as a result of fewer stores in
operation. Sales at comparable stores increased 0.8%. Petroleum sales
increased $4,486,000, or 7.1%, due to higher retail prices per gallon sold.
Other income increased by $142,000.
Gross profits on merchandise sales increased by $472,000 due primarily to higher
gross profit rates. Petroleum gross profits increased by $449,000 due to higher
gross profits per gallon. Since there were no dairy sales in the current year,
gross profits on dairy sales declined by $3,120,000. Total gross profits
declined by $2,056,000.
-12-
13
Selling expense, general and administrative expense and depreciation and
amortization decreased by $2,208,000, $140,000 and $323,000, respectively.
Interest expense decreased $55,000, or 3.3%, due to savings caused by lower
borrowing levels partially offset by higher interest rates.
Net earnings before income taxes increased by $670,000, or 28.7%, to $3,005,800.
Income taxes increased by $451,000. The disproportionate increase in income
taxes is due to nonrecurring tax effects in the prior year's sale of the
Company's dairy operation. Net earnings increased by $219,000, or 13.0%.
LIQUIDITY AND CAPITAL RESOURCES:
Most of the Company's sales are for cash and its inventory turns over rapidly.
As a result, the Company's daily operations do not require large amounts of
working capital. From time to time, the Company utilizes substantial portions
of its cash and interim credit facilities to acquire and construct new stores.
Capital requirements for the balance of fiscal year 1995 include debt and
capital lease payments of approximately $1,700,000 and capital expenditures of
approximately $5,300,000. The Company anticipates that cash presently available
and cash generated from operations will be sufficient to fulfill its cash
requirements.
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Stockholders of Uni-Marts, Inc. was held on February 23,
1995 at which the following matters were voted upon:
(1) Amendment of the Company's Certificate of Incorporation deleting the
reference to the size of the Board of Directors.
(2) Amendment of the Company's Stock Option Plan to provide for grants of
shares of Common Stock and non-qualified stock options to non-employee
directors.
(3) Election of four directors to serve until the Annual Meeting of
Stockholders in 1998.
(4) Ratification of the appointment of independent auditors.
The results of the votes on the matters considered at the Annual Meeting of
Stockholders are set forth below:
Amendment of Certificate of Incorporation:
Votes Votes Votes Broker
"For" "Against" "Abstain" Non-Votes
--------- --------- --------- ---------
4,523,867 1,256,954 9,877 0
Amendment of the Company's Stock Option Plan:
Votes Votes Votes Broker
"For" "Against" "Abstain" Non-Votes
--------- --------- --------- ---------
4,506,745 1,268,043 15,910 0
-13-
14
Election of directors:
Votes Votes Broker
"For" "Withheld" Non-Votes
--------- ---------- ---------
J. Kirk Gallaher 5,781,899 8,799 0
G. David Gearhart 4,730,515 1,060,183 0
Jeremiah A. Keating 5,778,399 12,299 0
Charles R. Markham 5,781,349 9,349 0
Ratification of appointment of Deloitte & Touche LLP as independent auditors:
Votes Votes Votes Broker
"For" "Against" "Abstain" Non-Votes
--------- --------- --------- ---------
5,778,358 8,171 4,169 0
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
3.1 Amended and Restated Certificate of Incorporation.
3.2 Amended and Restated By-Laws of Uni-Marts, Inc.
10.1 Uni-Marts, Inc. Amended and Restated Equity Compensation Plan.
10.2 Amendment No. 4 to Credit Agreement between the Bank Group and
Uni-Marts, Inc. dated as of March 27, 1995.
11 Statement regarding computation of per share earnings.
27 Financial Data Schedule.
(b) REPORTS ON FORM 8-K
The Company did not file any reports on Form 8-K during the
quarter ended March 30, 1995.
-14-
15
SIGNATURES
- ----------
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 thereunto duly authorized.
Uni-Marts, Inc.
------------------------------------
(Registrant)
Date May 12, 1995 /S/ HENRY D. SAHAKIAN
------------- ------------------------------------
Henry D. Sahakian
Chairman of the Board
(Principal Executive Officer)
Date May 12, 1995 /S/ J. KIRK GALLAHER
------------- ------------------------------------
J. Kirk Gallaher
Executive Vice President, Director
and Chief Financial Officer
(Principal Accounting Officer)
(Principal Financial Officer)
-15-
16
UNI-MARTS, INC. AND SUBSIDIARIES
EXHIBIT INDEX
Number Description Page(s)
- ------ ----------- -------
3.1 Amended and Restated Certificate of
Incorporation. 17-26
3.2 Amended and Restated By-Laws of Uni-Marts, Inc. 27-42
10.1 Uni-Marts, Inc. Amended and Restated Equity
Compensation Plan. 43-52
10.2 Amendment No. 4 to Credit Agreement between the
Bank Group and Uni-Marts, Inc. dated as of
March 27, 1995. 53-54
11 Statement regarding computation of per share
earnings. 55-56
27 Financial Data Schedule. 57
-16-