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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended OCTOBER 3, 1999
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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 1-9573
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UNO RESTAURANT CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 04-2953702
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 CHARLES PARK ROAD, WEST ROXBURY, MA 02132
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 323-9200
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
COMMON STOCK, $.01 PAR VALUE NEW YORK STOCK EXCHANGE
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Securities registered pursuant to Section 12(g) of the Act:
NONE
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(Title of Class)
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
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the registrant's Common Stock, $.01 par
value, held by non-affiliates of the registrant as of November 26, 1999, was
$43,760,941 based on the closing price of $10.00 on that date on the New York
Stock Exchange. As of November 26, 1999, 11,315,432 shares of the registrant's
Common Stock, $.01 par value, were outstanding. All share, per share and share
price data included in this report have been adjusted for a 10% stock dividend
declared on November 30, 1999, to be paid on December 23, 1999 to shareholders
of record on December 13, 1999.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Proxy Statement for the Annual Meeting
of Stockholders to be held on February 25, 2000 which will be filed within
120 days after the end of the registrant's fiscal year, are incorporated by
reference in Part III of this report. Portions of the registrant's
Registration Statement on Form S-1 (Registration No. 33-13100) (the "1987
Registration Statement"), the registrant's Annual Report on Form 10-K for the
fiscal year ended September 30, 1990, the registrant's Annual Report on Form
10-K for the fiscal year ended September 29, 1991, the registrant's Annual
Report on Form 10-K for the fiscal year ended October 2, 1994, the
registrant's Annual Report on Form 10-K for the fiscal year ended October 1,
1995, the registrant's Annual Report on Form 10-K for the fiscal year ended
September 29, 1996, the registrant's Annual Report on Form 10-K for the
fiscal year ended September 28, 1997, the registrant's Annual Report on Form
10-K for the fiscal year ended September 27, 1998, the registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended April 2, 1995, the
registrant's Proxy Statement for the Annual Meeting of Stockholders held on
February 22, 1994, the registrant's Proxy Statement for the Annual Meeting of
Stockholders held on February 8, 1995, the registrant's Proxy Statement for
the Annual Meeting of Stockholders held on February 26, 1997, the
registrant's Proxy Statement for the Annual Meeting of Stockholders held on
February 26, 1998, the registrant's Proxy Statement for the Annual Meeting of
Stockholders held on February 23, 1999 and the registrant's Registration
Statement on Form S-2 (Registration No. 333-86765) (the "1999 Registration
Statement") are incorporated by reference in Part IV of this Report.
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Report of Independent Auditors
The Board of Directors
Uno Restaurant Corporation
We have audited the accompanying consolidated balance sheets of Uno Restaurant
Corporation and subsidiaries (the Company) as of October 3, 1999 and September
27, 1998, and the related consolidated statements of income, shareholders'
equity, and cash flows for each of the three years in the period ended October
3, 1999. These financial statements are the responsibility of the Company'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. 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, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Uno Restaurant
Corporation and subsidiaries at October 3, 1999 and September 27, 1998, and
the consolidated results of their operations and their cash flows for each of
the three years in the period ended October 3, 1999, in conformity with
accounting principles generally accepted in the United States.
As discussed in Note 1 to the consolidated financial statements, during fiscal
year 1998, the Company adopted the provisions of the American Institute of
Certified Public Accountants' Statement of Position 98-5, "Reporting the Costs
of Start-up Activities."
/s/ Ernst & Young LLP
Boston, Massachusetts
October 29, 1999, except for Note 14,
as to which the date is November 30, 1999
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This amendment is being submitted for the purpose of correcting a typographical
error on page 38 of the registrant's annual report on Form 10-K for the fiscal
year ended October 3, 1999.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
UNO RESTAURANT CORPORATION
By: /s/ Robert M. Vincent
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Robert M. Vincent,
Senior Vice President-Finance,
Chief Financial Officer and
Treasurer (Principal Financial
Officer)
Date: January 21, 2000
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Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statements
(Form S-8 No. 33-80584 and Post-Effective Amendment No. 2 to Form S-8 No.
33-22875) pertaining to the Uno Restaurant Corporation 1987 Employee Stock
Option Plan (Form S-8 No. 33-80586) pertaining to the Uno Restaurant Corporation
1989 Non-Qualified Stock Option Plan for Non-Employee Directors (Form S-8 No.
33-80664) pertaining to the Uno Restaurant Corporation 1993 Non-Qualified Stock
Option Plan for Non-Employee Directors (Form S-8 No. 333-23101) pertaining to
the Uno Restaurant Corporation 1997 Employee Stock Option Plan (Form S-8 No.
333-23103) pertaining to the Uno Restaurant Corporation Restricted Stock Program
and (Form S-8 No. 333-49627) pertaining to the Uno Restaurant Corporation 1997
Key Officer Stock Option Plan and the Uno Restaurant Corporation 1997
Non-Qualified Stock Option Plan for Non-Employee Directors of our report dated
October 29, 1999, except for Note 14, as to which the date is November 30, 1999,
with respect to the consolidated financial statements of the Uno Restaurant
Corporation included in the Annual Report (Form 10-K) for the year ended October
3, 1999.
/s/ Ernst & Young LLP
Boston, Massachusetts
January 21, 2000
