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Exhibit 99
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended September 30, 2000
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
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Commission file number 1-11556
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UNI-MARTS, INC. RETIREMENT SAVINGS & INCENTIVE PLAN
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(Full title of the plan)
UNI-MARTS, INC.
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(Name of issuer of the securities held pursuant to the plan)
477 East Beaver Avenue, State College, PA 16801-5690
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(Address of principal executive offices) (Zip Code)
This Document Contains 16 Pages.
Exhibit Index on Page 15.
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UNI-MARTS, INC.
RETIREMENT SAVINGS & INCENTIVE PLAN
TABLE OF CONTENTS
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Page
INDEPENDENT AUDITORS' REPORT 3
FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2000 AND 1999 AND FOR EACH OF THE
THREE YEARS IN THE PERIOD ENDED SEPTEMBER 30, 2000:
Statements of Assets Available for Benefits 4
Statements of Changes in Assets Available for Benefits 5
Notes to Financial Statements 6-11
SUPPLEMENTAL SCHEDULES AS OF SEPTEMBER 30, 2000:
Schedule G, Part I - Schedule of Loans or Fixed Income Obligations in
Default or Classified as Uncollectible 12
Schedule H, Line 4(i) - Schedule of Assets Held for Investment Purposes 13
Supplemental schedules not included herein are omitted because of the
absence of conditions under which they are required.
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INDEPENDENT AUDITORS' REPORT
To the Trustees and Participants of
Uni-Marts, Inc. Retirement Savings & Incentive Plan
State College, Pennsylvania
We have audited the accompanying statements of assets available for benefits of
Uni-Marts, Inc. Retirement Savings & Incentive Plan (the "Plan") as of September
30, 2000 and 1999, and the related statements of changes in assets available for
benefits for each of the three years in the period ended September 30, 2000.
These financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the assets available for benefits of the Plan as of September 30, 2000
and 1999, and the changes in assets available for benefits for each of the three
years in the period ended September 30, 2000 in conformity with accounting
principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of (1) loans
or fixed income obligations in default or classified as uncollectible as of
September 30, 2000 and (2) assets held for investment purposes as of September
30, 2000, are presented for the purpose of additional analysis and are not a
required part of the basic financial statements, but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. These schedules are the responsibility of the Plan's management. Such
schedules have been subjected to the auditing procedures applied in our audit of
the basic 2000 financial statements and, in our opinion, are fairly stated in
all material respects when considered in relation to the basic financial
statements taken as a whole.
/S/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
December 1, 2000
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UNI-MARTS, INC.
RETIREMENT SAVINGS & INCENTIVE PLAN
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
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SEPTEMBER 30,
-------------------------------
2000 1999
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Cash $ 42,327 $ 35,360
Mutual fund investments, at fair value 4,832,703 4,062,536
Participant loans 52,910 65,522
Receivables:
Employer contributions 0 0
Participant contributions 13,085 11,614
---------- ----------
Total receivables 13,085 11,614
ASSETS AVAILABLE FOR
BENEFITS $4,941,025 $4,175,032
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See notes to financial statements.
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UNI-MARTS, INC.
RETIREMENT SAVINGS & INCENTIVE PLAN
STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
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<TABLE>
<CAPTION>
SEPTEMBER 30,
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2000 1999 1998
------------- ------------- -------------
<S> <C> <C> <C>
Additions:
Additions to assets attributed to:
Investment Income:
Net appreciation (depreciation) $ 695,299 $ 144,625 $ (248,227)
Interest and dividend income 242,491 250,992 244,746
---------- ----------- -----------
937,790 395,617 (3,481)
Contributions:
Participant contributions 324,809 355,967 417,224
Employer contributions 96,476 97,610 110,045
---------- ----------- -----------
421,285 453,577 527,269
Total additions 1,359,075 849,194 523,788
---------- ----------- -----------
Deductions:
Deductions to assets attributed to:
Payments to participants (593,082) (1,178,207) (1,307,748)
---------- ----------- -----------
Total deductions (593,082) (1,178,207) (1,307,748)
---------- ----------- -----------
Net increase (decrease) in assets 765,993 (329,013) (783,960)
---------- ----------- -----------
Assets available for benefits:
Beginning of year 4,175,032 4,504,045 5,288,005
---------- ----------- -----------
End of year $4,941,025 $ 4,175,032 $ 4,504,045
========== =========== ===========
</TABLE>
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NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2000 AND 1999
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1. THE PLAN
Uni-Marts, Inc. Retirement Savings & Incentive Plan (the "Plan"), a defined
contribution plan, was established October 1, 1983 to include all full-time
employees of the former parent of Uni-Marts, Inc. and certain of its
subsidiaries and related companies. Effective October 1, 1987, the Plan was
amended and restated to include only the employees of Uni-Marts, Inc. and
its affiliates (the "Company"). The assets of the Plan attributable to
employees of the former parent and related companies were spun off from the
Plan effective the date of the amendment. Uni-Marts, Inc. is the Trustee of
the Plan.
The following is a summary description of the Plan. Participants should
refer to the Plan document for a complete description of the Plan.
Employees are eligible to participate after attainment of age 21 and
completion of at least 1,000 hours of service in one eligibility
computation period. Employees whose wages and conditions of employment are
subject to agreement with a collective bargaining agent are not eligible to
participate unless provided by the collective bargaining agreement. The
Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA").
All eligible employees may direct the Company to contribute from 1% to 3%
of their compensation to the Plan on their behalf as a basic contribution.
An additional amount up to 12% of compensation may be deposited as a
supplemental contribution. Total individual employee contributions may not
exceed Internal Revenue Service imposed limits as provided in the Plan. The
Company will make matching contributions equal to $.50 for each $1.00 of
basic contribution and may make an optional contribution at the discretion
of the Board of Directors. No optional contributions were made in the Plan
years 2000, 1999 and 1998. Each participant has at all times a 100%
nonforfeitable interest in his/her account balance.
Each participant directs his/her contribution be invested and reinvested in
one or more of the investment funds selected by the Trustee and/or in the
Company's common stock. The Trustee determines how all amounts credited to
a member's optional contribution account, if any, will be invested. All
income, expenses, gains or losses attributable to assets held in each
investment fund are reflected therein exclusively.
Participants' accounts may be withdrawn upon separation from the Company,
death, disability or retirement (regular - age 65; early - age 55).
Withdrawals, except for hardship withdrawals, are distributed in lump sums,
including earnings. A participant may request a loan or apply for a
hardship withdrawal in accordance with the provisions of the Plan. The
Company has the right to terminate the Plan subject to the provisions of
ERISA.
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
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2. NEW ACCOUNTING PRONOUNCEMENT
In 1999, the Plan adopted Statement of Position 99-3, Accounting for and
Reporting of Certain Defined Contribution Plan Investments and other
Disclosure Matters, which simplifies disclosure for certain investments.
3. ADMINISTRATION OF THE PLAN
The Company is the administrator of the Plan. All fees related to the
Plan's administration and recordkeeping are paid by the Company and
therefore are not reported as an expense of the Plan.
4. INVESTMENTS
Investments representing units of funds maintained by diversified, open-end
management investment companies are stated at fair value as determined by
published market prices. Uni-Marts, Inc. common stock is valued at the
closing market price. Except as disclosed in Note 5, investments are
participant directed. Income and expenses relating to these investments are
recorded on the accrual basis of accounting.
Following is a brief description of the ten funds in which the Plan was
invested as of September 30, 2000:
Fidelity Cash Reserves Fund. Money market fund which seeks as high a level
of current income as is consistent with preservation of capital and
liquidity. The fund invests in high quality U.S. dollar denominated money
market instruments of U.S. and foreign issuers; yield will fluctuate.
Bernstein Intermediate Duration Fund. Government/corporate bond fund which
seeks total return consistent with safety of principal. The fund invests at
least 65% of assets in fixed-income securities rated AA or higher. The fund
normally maintains an effective duration of three to six years.
Vanguard Asset Allocation Fund. Asset allocation/balanced fund which seeks
total return. The fund allocates among a common-stock portfolio, a bond
portfolio, and money market instruments. It varies its mix according to the
relative attractiveness of the asset classes. There is no limitation as to
the amount of assets in each class.
Fidelity Growth & Income Fund. Large value stock fund which seeks long-term
growth, current income, and growth of income consistent with reasonable
investment risk. The fund invests primarily in dividend-paying common
stocks with growth potential. However, some common stock selections may be
made in securities not paying dividends.
Janus Worldwide Fund. International/world stock fund which seeks long-term
growth of capital consistent with preservation of capital. The fund invests
primarily in foreign and domestic common stocks. Its portfolio is usually
spread across at least five different countries, including the United
States, though at times it may invest in a single country.
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Vanguard U.S. Growth Fund. Large growth stock fund which seeks capital
appreciation; income is incidental. The fund invests primarily in common
stocks and convertible securities issued by established U.S. companies.
Putnam Vista Class A Fund. Mid-cap stock fund which seeks capital
appreciation. The fund invests primarily in common stocks issued by
companies of any size; it may also invest in preferred stocks, debt
securities, convertible securities, and warrants.
Baron Asset Fund. Mid-cap stock fund which seeks capital appreciation. The
fund invests in companies with market capitalizations between $100 million
and $2 billion that the advisor believes have undervalued assets or
favorable growth prospects.
Dreyfus Emerging Leaders Fund. Small growth stock fund which seeks capital
growth. The fund normally invests at least 65% of its assets in equities
issued by companies with less than $1.5 billion market capitalization. It
emphasizes growth companies, paying particular attention to companies it
considers to be new leaders.
Uni-Marts, Inc. Common Stock Fund. Company stock fund which seeks capital
appreciation. The stock is traded on the American Stock Exchange. The
symbol for the stock is UNI.
At the discretion of the individual participant, contributions can be
allocated among the respective funds described above, or contributions can
be managed by Asset & Wealth Services, Inc. through the election of
Lifestyle Options. Lifestyle Options are professionally allocated, managed
and monitored portfolio investment pools for 401(k) Plans. The Lifestyle
Option portfolios are diversified across various asset classes and
investment styles. Participants choose an allocation, ranging from
Conservative to Very Aggressive, that fits their individual risk and return
objectives. The same mutual funds described above are used in the Lifestyle
Options.
During 2000, 1999 and 1998, the Plan purchased from Uni-Marts, Inc. 68,005;
50,304 and 31,872 shares of its common stock at a cost of $106,168,
$111,645 and $127,292, respectively. For the 2000, 1999 and 1998 Plan
years, the price paid for the shares was as traded on the American Stock
Exchange.
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The following presents investments that represent 5 percent or more of the
Plan's assets at September 30, 2000 or September 30, 1999.
2000 1999
MODERATE LIFESTYLE OPTION:
Bernstein Intermediate Duration Fund $304,267 $469,334
AGGRESSIVE LIFESTYLE OPTION:
Bernstein Intermediate Duration Fund $236,465 $224,457
VANGUARD ASSET ALLOCATION FUND $241,187 $282,978
FIDELITY GROWTH & INCOME FUND $366,182 $366,778
JANUS WORLDWIDE FUND $291,042 $231,986
VANGUARD U.S. GROWTH FUND $355,405 $273,201
PUTNAM VISTA FUND CLASS A $296,202 $203,238
BARON ASSET FUND $293,240 $249,400
UNI-MARTS, INC. COMMON STOCK $513,988 $238,158
During the year ended September 30, 2000, the Plan's investments (including
gains and losses on investments bought and sold, as well as held during the
year) appreciated in value by $695,299 as follows:
Mutual funds $512,778
Common Stock 182,521
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$695,299
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5. NONPARTICIPANT-DIRECTED INVESTMENTS
Information about the assets and the significant components of the changes
in net assets relating to the nonparticipant-directed investments is as
follows:
September 30,
2000 1999
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Net assets:
Uni-Marts, Inc. common stock $356,034 $166,293
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September 30,
Changes in net assets 2000
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Contributions $ 96,476
Net appreciation 118,148
Benefits paid to participants (24,883)
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$189,741
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6. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of assets available for benefits
according to the financial statements to Form 5500:
<TABLE>
<CAPTION>
September 30,
2000 1999
---- ----
<S> <C> <C>
Assets available for benefits per the financial
statements $4,941,025 $4,175,032
Amounts allocated to withdrawing participants. (4,872) 0
---------- ----------
Assets available for benefits per Form 5500 $4,936,153 $4,175,032
========== ==========
</TABLE>
The following is a reconciliation of benefits paid to participants
according to the financial statements to Form 5500:
<TABLE>
<CAPTION>
Year Ended
September 30,
2000
-------------
<S> <C>
Benefits paid to participants per the financial statements $ 593,082
Add: Amounts allocated to withdrawing participants
at September 30, 2000 4,872
Less: Amounts allocated to withdrawing participants
at September 30, 1999 (0)
-----------
Benefits paid to participants per Form 5500 $ 597,954
===========
</TABLE>
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<TABLE>
<CAPTION>
Year Ended
September 30,
1999
-------------
<S> <C>
Benefits paid to participants per the financial statements $1,178,207
Add: Amounts allocated to withdrawing participants
at September 30, 1999 0
Less: Amounts allocated to withdrawing participants
at September 30, 1998 (9,636)
----------
Benefits paid to participants per Form 5500 $1,168,571
==========
</TABLE>
<TABLE>
<CAPTION>
Year Ended
September 30,
1998
-------------
<S> <C>
Benefits paid to participants per the financial statements $1,307,748
Add: Amounts allocated to withdrawing participants
at September 30, 1998 9,636
Less: Amounts allocated to withdrawing participants
at September 30, 1997 (0)
----------
Benefits paid to participants per Form 5500 $1,317,384
==========
</TABLE>
Amounts allocated to withdrawing participants are recorded on Form 5500 for
benefit claims that have been processed and approved for payment prior to
September 30 but not yet paid as of that date.
7. TAX STATUS
The trust established under the Plan to hold the Plan's assets is qualified
pursuant to the appropriate section of the Internal Revenue Code ("IRC"),
and, accordingly, the trust's net investment income is exempt from income
taxes. The Plan obtained its latest determination letter on September 9,
1993, in which the IRS stated that the Plan, as then designed, was in
compliance with the applicable requirements of the IRC. The Plan has been
amended since receiving the determination letter. However, the Plan
administrator and the Plan's tax counsel believe that the Plan is currently
designed and being operated in compliance with the applicable requirements
of the IRC. Therefore, no provision for income taxes has been made in the
accompanying financial statements.
8. SUBSEQUENT EVENT
On October 26, 2000, the Plan sponsor notified Plan participants that
effective December 31, 2000, Manchester Benefits Group, Ltd. would replace
ARIS Pension Services as the Plan's recordkeeper.
*****
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<TABLE>
<CAPTION>
UNI-MARTS, INC.
RETIREMENT SAVINGS & INCENTIVE PLAN
SCHEDULE G, PART I - SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS IN DEFAULT OR CLASSIFIED AS UNCOLLECTIBLE
SEPTEMBER 30, 2000
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AMOUNT RECEIVED UNPAID LOAN
ORIGINAL DURING FISCAL 2000 BALANCE AT DATE INVESTMENT AMOUNT OVERDUE
IDENTITY AND ADDRESS AMOUNT OF ------------------ SEPTEMBER 30, OF MATURITY INTEREST BALANCE ------------------
OF OBLIGOR LOAN PRINCIPAL INTEREST 2000 LOAN DATE RATE (COLLATERAL) PRINCIPAL INTEREST
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Jessica A. Carrick $13,000.00 $350.49 $182.93 $12,649.51 5/1/00 5/1/05 8.50% $17,140.27 $535.10 $265.03
R.D. 7 Box 287
Punxsutawney, PA 15767
Margaret McKenzie $4,500.00 $0.00 $0.00 $4,500.00 5/1/00 5/1/03 8.50% $5,784.47 $558.74 $151.51
436 E. Centre Street
Mahanoy City, PA 17948
</TABLE>
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UNI-MARTS, INC.
RETIREMENT SAVINGS & INCENTIVE PLAN
SCHEDULE H, LINE 4(i) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SEPTEMBER 30, 2000
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<TABLE>
<CAPTION>
CURRENT
IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT VALUE
<S> <C> <C>
Spartan Money Market (Loan Account) Money Market Account $ 90,151
Fidelity Cash Reserves Fund Money Market Account 181,302
Bernstein Intermediate Duration Fund Government/Corporate Bond Mutual Fund 763,223
Vanguard Asset Allocation Fund Asset Allocation/Balanced Mutual Fund 241,187
Fidelity Growth & Income Fund Large Value Stock Mutual Fund 730,694
Janus Worldwide Fund International/World Stock Mutual Fund 566,183
Vanguard U.S. Growth Fund Large Growth Stock Mutual Fund 805,149
Putnam Vista Fund Class A Mid-Cap Stock Mutual Fund 529,084
Baron Asset Fund Mid-Cap Stock Mutual Fund 293,240
Dreyfus Emerging Leaders Fund Small Growth Stock Mutual Fund 118,502
Uni-Marts, Inc.** Common Stock Company Common Stock 513,988
Employee Loans Receivable Maturing 2001 - 2010, interest from 7% to 8.5% 52,910
----------
Total $4,885,613
==========
</TABLE>
**Indicates party-in-interest to the Plan
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this Annual Report to be signed on its behalf by the
undersigned hereunto duly authorized.
UNI-MARTS, INC.
RETIREMENT SAVINGS & INCENTIVE PLAN
/S/ N. GREGORY PETRICK
----------------------------
N. Gregory Petrick
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Page(s)
23 Consent of Independent Certified Public Accountants. 16
15
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Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-9807 of Uni-Marts, Inc. on Form S-8 of our report dated December 1, 2000,
appearing in the Annual Report on Form 11-K of Uni-Marts, Inc. Retirement
Savings & Incentive Plan for the year ended September 30, 2000.
/S/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
December 21, 2000
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