UNI MARTS INC
10-Q/A, 1997-03-24
CONVENIENCE STORES
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<PAGE>
            UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549
                                  10-Q/A
                              AMENDMENT NO. 1


(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the quarterly period ended                 January 2, 1997                 
                               ------------------------------------------------
                                                      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)

                               (8l4) 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      
                                          -----        -----
6,630,043 Common Shares were outstanding at February 7, 1997.










                   This Document Contains 3 Pages.

                                  -1-


<PAGE>
PART II.  OTHER INFORMATION

ITEM 5.   OTHER INFORMATION

(a)   TERMINATION OF GETTY AGREEMENT:

      On December 27, 1996, the Company notified Getty Petroleum Corp. and its 
      affiliates (collectively "Getty") that, in accordance with their
      respective terms, effective December 31, 1997, the Company will terminate
      certain agreements with Getty, including leases and subleases and a
      gasoline supply agreement pursuant to which the Company purchases
      substantially all of its gasoline.  The Company anticipates further 
      discussions with Getty concerning revised agreements, but there is no 
      assurance that satisfactory terms can be agreed upon.  If no agreement is
      reached with Getty, the Company will no longer operate approximately 100
      stores after December 31, 1997.  The loss of these stores will have a
      material effect on the Company's revenues and expenses.  However, the 
      Company anticipates that, on an ongoing basis, its net earnings will not
      be materially effected due to increased gross profit rates on its 
      remaining gasoline sales and reduced operating costs.  If no agreement is
      reached with Getty and Getty declines to exercise its option to purchase
      the leasehold improvements, in-store equipment and aboveground gasoline
      marketing equipment at the stores subject to lease with Getty, the 
      Company could have a one-time material charge to net earnings.




































                                  -2-
<PAGE>
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  March 24, 1997                  /S/ HENRY D. SAHAKIAN
      --------------                  ----------------------------------
                                      Henry D. Sahakian
                                      Chairman of the Board
                                      (Principal Executive Officer)



Date  March 24, 1997                  /S/ J. KIRK GALLAHER
      --------------                  ----------------------------------
                                      J. Kirk Gallaher
                                      Executive Vice President, Director
                                      and Chief Financial Officer
                                      (Principal Accounting Officer)
                                      (Principal Financial Officer)

































                                  -3-


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