Edgar Filing: UNI MARTS INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
Amendment No. 1

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

For the fiscal year ended September 30, 2003

[_] 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, 16801-5690
State College, PA (Zip Code)
(Address of principal executive offices)

Registrant's telephone number, including area code (814) 234-6000

Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange
Title of each class on which registered
------------------- -------------------
Common Stock, $.10 Par Value American Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None
(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 [ ]

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 the 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. [X]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X]

The aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter: $8,264,219.

7,196,273 shares of Common Stock were outstanding at December 5, 2003.

This Document Contains 13 Pages.

This Form 10-K/A Amendment No. 1 is being filed to amend Part III, Items
10, 11, 12, 13 and 14 of the Annual Report on Form 10-K of Uni-Marts, Inc. for
the fiscal year ended September 30, 2003, which was filed with the Securities
and Exchange Commission on December 22, 2003.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Henry D. Sahakian is the founder of the Company and has served as Chairman
of the Board and Chief Executive Officer since the Company's inception. He also
served as the Company's President until October 1994. He assumed the duties of
President again in 1997 and held that position until April 2003. He is Daniel D.
Sahakian's brother and Ara M. Kervandjian's father-in-law.

Herbert C. Graves has served since 1998 as Chairman Emeritus of Standard
Steel Division of Freedom Forge Corp., a steel manufacturer located in
Lewistown, Pennsylvania. From 1989 to 1998, he served as Chairman of the Board
and Chief Executive Officer of that firm. Mr. Graves also served as that
company's President from 1989 to 1994. Mr. Graves became a Director of the
Company in June 1998.

Ara M. Kervandjian joined the Company in October 2001 as Executive Vice
President of Strategy and Corporate Development. Mr. Kervandjian was named
President of the Company in April 2003. From 2000 to 2001, he served as Senior
Vice President of Conestoga Enterprises, Inc., a regional telecommunications
firm based in Birdsboro, Pennsylvania. From 1995 to 2000, he was President and
Chief Executive Officer of TeleBeam Incorporated, a telecommunications firm
located in State College, Pennsylvania. He is Henry D. Sahakian's son-in-law.

Stephen B. Krumholz has been employed since 1998 as Executive Vice
President of Freebie, Inc., an electronic database marketing company based in
Dallas, Texas. Mr. Krumholz was employed from 1972 to 1998 by 7-Eleven, Inc., a
convenience store operator headquartered in Dallas, Texas, and served as that
company's Executive Vice President and Chief Operating Officer from 1993 to
1998. Prior to 1993, Mr. Krumholz served in other executive and management
positions with 7-Eleven. Mr. Krumholz became a Director of the Company in June
1998.

Jack G. Najarian has served since April 2001 as Chairman of the Board and
Chief Executive Officer of Weatherly International PLC, a UK investment banking
firm. Mr. Najarian served as Chairman of the Board and Chief Executive Officer
of Weatherly Securities, Inc., a subsidiary of Weatherly International PLC, from
April 2001 to October 2002 and served as that company's Managing Director of
Investment Banking and Corporate Finance from October 1999 to April 2001. Mr.
Najarian was the Chairman and Co-Founder of Griffin Securities, Inc., a New York
investment banking firm, from 1996 to 1999. Mr. Najarian became a Director of
the Company in October 1999.

Frank R. Orloski, Sr. is the founder and, until April 2000, served as
President of Orloski Service Station, Inc., a chain of 43 convenience stores
located in northeastern Pennsylvania. The Company acquired the assets of this
business in April 2000. Mr. Orloski served as President of that firm since 1970.
Mr. Orloski became a Director of the Company in October 2000.

N. Gregory Petrick joined the Company in July 1978. He was named as
Executive Vice President in October 2000 and served as the Company's Senior Vice
President and Chief Financial Officer since September 1999. From 1988 to 1999,
Mr. Petrick served as the Company's Vice President, Finance.

Anthony S. Regensburg has been employed since 1989 as a consultant with AR
Consulting Group, a consulting firm based in Camden, Maine, and specializing in
convenience store distribution focusing on cigarette wholesaling and retailing.
Mr. Regensburg was employed from 1978 to 1989 in various executive positions
with Coremark, a tobacco wholesaler, and as an executive with other tobacco
firms from 1954 to 1978. Mr. Regensburg became a Director of the Company in
October 1999.

Daniel D. Sahakian has served for the past 23 years as President and Chief
Executive Officer of HFL Corporation, a commercial real estate company. Mr.
Sahakian served as President of Unico Corporation from 1988 to 2002 at which
time the company merged with HFL Corporation. HFL Corporation is controlled by
the families of him and Henry D. Sahakian. Mr. Sahakian became a Director of the
Company in October 1981. He is Henry D. Sahakian's brother.

Gerold C. Shea has served as President of Interconnect Enterprises, a
petroleum industry consulting firm located in Downingtown, Pennsylvania, since
1995. From 1963 to 1995, he was employed by Sun Co., Inc. ("Sun"), a major
petroleum refiner and retailer, and served as that company's Vice President,
Sunoco and Atlantic Brand, from 1991 to 1995. In that position, he directed
retail marketing at 5,000 service stations and convenience stores. Prior to
that, Mr. Shea served in other executive and management positions with Sun. Mr.
Shea became a Director of the Company in June 1998.

Stuart W. Sivak joined the Company in 1987. In April 2003, he was named
Executive Vice President, Operations. Mr. Sivak held the position of Senior Vice
President, Operations from 2002 to 2003 and Vice President, Operations from 2000
to 2002. From 1992 to 2000, Mr. Sivak served as a Region Manager for the
Company.

MEETINGS AND COMMITTEES. The Board of Directors met six times during the
last fiscal year. In fiscal year 2003, the Board of Directors had an Ad Hoc
Committee, an Audit Committee, a Compensation Committee, a Nominating Committee,
a Stock Option Committee, a Strategic Planning Committee and a Sub Committee of
the Strategic Planning Committee.

The Ad Hoc Committee was formed in fiscal year 2002 to review operating and
financial strategies for the enhancement of stockholder value. The Ad Hoc
Committee met 18 times during the last fiscal year.

The Audit Committee was established in accordance with Section 3(a)(58)(A)
of the Exchange Act. The members of the Audit Committee are Herbert C. Graves,
Chairman, Jack G. Najarian, and Frank R. Orloski, Sr. The Audit Committee
assists the Board in fulfilling its responsibility for the safeguarding of
assets and oversight of the quality and integrity of the accounting, auditing
and reporting practices of the Company. The Audit Committee met four times
during the last fiscal year.

The Compensation Committee periodically reviews, implements and administers
the compensation policies and programs for, and the performance of, the
Company's executive officers and establishes guidelines for the compensation of
other personnel. The Compensation Committee met four times during the last
fiscal year.

The Nominating Committee was formed in fiscal year 2003 to oversee the
nomination of qualified members for the Company's Board of Directors. The
Nominating Committee did not meet during the last fiscal year.

The Stock Option Committee administers the Company's 1996 Equity
Compensation Plan. The Stock Option Committee did not meet in fiscal year 2003.

The Strategic Planning Committee meets periodically to review and make
recommendations regarding the Company's strategic plan. The Strategic Planning
Committee did not meet during the last fiscal year.

The Sub Committee of the Strategic Planning Committee was formed in fiscal
year 2003 and meets periodically to review fuel vendor relationships. The Sub
Committee of the Strategic Planning Committee met nine times during the past
fiscal year.

Each incumbent Director attended at least 75% of the total number of
meetings of the Board of Directors and meetings of Board Committees on which
such Director served.

The Board has determined that Jack G. Najarian is an "audit committee
financial expert" as defined under recently adopted rules of the Securities and
Exchange Commission, and that Mr. Najarian is independent as that term is
defined in the listing standards of The American Stock Exchange.

COMPENSATION OF DIRECTORS. During the 2003 fiscal year, each Director who
was not an employee of the Company received a retainer of $7,500, of which
approximately $5,000 was paid in shares of Common Stock (3,875 shares per
non-employee Director). Pursuant to the Company's 1996 Equity Compensation Plan,
all non-employee Directors also receive annual nonqualified stock option grants
for 2,000 shares of common stock plus 500 shares for each full year the Director
has served as a member of the board, up to a maximum of 4,000 shares per grant,
on the date of each annual meeting. In addition, newly appointed or elected
non-employee Directors receive an initial stock option grant for 5,000 shares.
Accordingly, during the 2003 fiscal year, each non-employee Director received
grants of stock options to purchase 4,000 shares of the Company's Common Stock
(3,500 for Mr. Orloski) at an exercise price of $1.29 for serving as a Director
during fiscal year 2003. Each non-employee Director also received $1,000 for
each board or committee meeting attended. Committee chairmen received $2,000 for
each meeting they chaired.

CODE OF ETHICS. The Company has adopted a code of ethics (as that term is
defined in Item 406 of Regulation S-K) (the "Code of Ethics") that applies to
the Company's principal executive officer, principal financial officer,
principal accounting officer or controller, and other employees of the Company.
A copy of the Code of Ethics is filed as an exhibit to this Annual Report on
Form 10-K.

ITEM 11. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE. The following table sets forth the total annual
compensation paid or accrued by the Company to or for its Chief Executive
Officer and other executive officers who were employed by the Company during
fiscal year 2003 (the "named executive officers") for the periods listed below:

SUMMARY COMPENSATION TABLE

LONG-TERM COMPENSATION
-------------------------------
AWARDS
---------------
SECURITIES
ANNUAL COMPENSATION UNDERLYING ALL
--------------------------------- OPTIONS/SARS OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) (# OF SHARES) PAYOUTS ($) COMP. ($)
--------------------------- ---- ---------- --------- --------------- -------------- -----------

Henry D. Sahakian, 2003 333,400 0 0 0 3,334(c)
Chairman of the Board 2002 333,400 0 50,000 0 60,447(a)(b)(c)
and Chief Executive 2001 333,400 8,895 45,000 0 60,251(a)(b)(c)
Officer

Ara M. Kervandjian, 2003 148,081 0 0 0 0
President 2002 122,596 0 125,000 0 0

N. Gregory Petrick, 2003 130,000 0 0 0 8,150(a)(c)
Executive Vice President 2002 130,000 0 25,000 0 9,896(a)(b)(c)
and Chief Financial Officer 2001 125,000 3,335 22,500 0 12,999(a)(b)(c)

Stuart W. Sivak, 2003 119,616 0 0 0 931(c)
Executive Vice President,
Operations (d)

(a) Includes premiums paid by the Company on a split-dollar insurance policy on
the life of N. Gregory Petrick in the amount of $6,200 for the fiscal year
ended September 30, 2003; premiums paid on the lives of Henry D. Sahakian
and N. Gregory Petrick in the amounts of $55,705 and $6,200, respectively,
for the fiscal year ended September 30, 2002, premiums on the lives of
Henry D. Sahakian and N. Gregory Petrick in the amounts of $53,590 and
$6,200, respectively, for the fiscal year ended September 30, 2001.

(b) Includes Company contributions to the Company's Deferred Compensation Plan
for Messrs. Sahakian and Petrick in the amounts of $1,250 and $1,250 and
earnings of $620 and $620, respectively, for the fiscal year ended
September 30, 2002, contributions in the amounts of $5,000 and $5,000,
respectively, for the fiscal year ended September 30, 2001. The Company's
Deferred Compensation Plan was terminated in January 2002.

(c) Includes Company contributions to the Company's Retirement Savings and
Incentive Plan (the "Savings Plan") for Messrs. Sahakian, Petrick and Sivak
in the amounts of $3,334, $1,950 and $931, respectively, for the fiscal
year ended September 30, 2003; contributions for Messrs. Sahakian and
Petrick in the amounts of $2,872 and $1,826, respectively, for the fiscal
year ended September 30, 2002, and contributions for Messrs. Sahakian and
Petrick in the amounts of $1,661 and $1,799, respectively, for the fiscal
year ended September 30, 2001.

(d) Mr. Sivak was named Executive Vice President, Operations on April 3, 2003.

GRANTS OF STOCK OPTIONS. There were no incentive stock options granted to
the Company's named executive officers during the fiscal year ended September
30, 2003.

STOCK OPTION EXERCISES AND FISCAL YEAR-END STOCK OPTION VALUES. The
following table sets forth information concerning stock options exercised during
the 2003 fiscal year and the value of stock options held at the end of the
fiscal year ended September 30, 2003 by each of the Company's named executive
officers:

AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS
SHARES FY-END (#) AT FY-END ($)
ACQUIRED VALUE --------------- -------------
ON REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISE ($) UNEXERCISABLE UNEXERCISABLE
---- -------- -------- --------------- -------------

Henry D. Sahakian 0 0 133,000 / 40,000 1,875 / 0
Ara M. Kervandjian 0 0 62,500 / 62,500 625 / 625
N. Gregory Petrick 0 0 75,000 / 20,000 1,750 / 625
Stuart W. Sivak 0 0 72,584 / 40,666 725 / 500

All options held by the named individuals were fully exercisable at
September 30, 2003 except one-half of the options granted during fiscal year
2002 and one-third of the options granted during fiscal year 2001. The Company
does not currently grant any long-term incentives, other than stock options, to
its executives or other employees. Similarly, the Company does not sponsor any
defined benefit or actuarial plans at this time.

EMPLOYMENT AGREEMENTS. The Company has entered into a change-in-control
agreement with each of Messrs. H. Sahakian, Kervandjian, Petrick and Sivak,
which provides for, among other things, the payment of an amount equal to 2.99
times the officer's base compensation if such officer's employment is terminated
in connection with a change in control of the Company.

TRANSACTION SUCCESS BONUS PLAN. In connection with the Company's evaluation
of strategic alternatives, including the possible sale of a significant number
of convenience stores or the sale of all or substantially all of the Company's
outstanding common stock or assets, the Company adopted a "Transaction Success
Bonus Plan" (the "Bonus Plan") to create certain financial incentives for each
of Messrs. H. Sahakian, Kervandjian and Petrick. Pursuant to the Bonus Plan, if
the proceeds from such a transaction meet certain financial thresholds, Messrs.
Sahakian, Kervandjian and Petrick will share a "bonus pool" ranging from
$500,000 to $1,000,000 (depending upon the amount of the proceeds and the nature
of the transaction). The bonus pool will be allocated 50% to Mr. Sahakian and
25% each to Messrs. Kervandjian and Petrick.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

The information required by Item 201(d) of Regulation S-K is set forth in
Item 5 of this Report.

The following table sets forth, as of December 31, 2003, information with
respect to the beneficial ownership of the Company's Common Stock by (i) each
person known to the Company to own 5% or more of the outstanding shares of
Common Stock, (ii) each of the Company's Directors and named executive officers
and (iii) all of the Directors and executive officers as a group. As of such
date, there were 7,202,979 shares of Common Stock outstanding.

Common Stock
Beneficial Ownership (1)
-------------------------------
Name and Address of Beneficial Owner (2) Shares Percentage
---------------------------------------- --------------- ----------

Henry D. Sahakian 1,112,226(3) 15.2%
Herbert C. Graves 53,660(4) 0.7
Ara M. Kervandjian 171,809(5) 2.3
Stephen B. Krumholz 39,835(6) 0.6
Jack G. Najarian 32,715(7) 0.5
Frank R. Orloski, Sr. 34,510(8) 0.5
N. Gregory Petrick 79,853(9) 1.1
Anthony S. Regensburg 32,715(10) 0.5
Daniel D. Sahakian 1,192,633(11) 16.5
Gerold C. Shea 41,160(12) 0.6
Stuart W. Sivak 100,126(13) 1.4
All Directors and Executive Officers as a Group (11 persons) 2,697,002 34.7
HP Limited Partnership, 80 Fairhaven Road, Cumberland, RI 02864 701,000 9.7
Dimensional Fund Advisors, Inc., 1299 Ocean Avenue, 11th Floor,
Santa Monica, CA 90401 472,600 6.6

(1) Includes options to purchase Common Stock granted pursuant to the Company's
Equity Compensation Plan and 1996 Equity Compensation Plan exercisable
within 60 days.

(2) Except as noted, addresses of all beneficial owners listed are in care of
the Company at 477 East Beaver Avenue, State College, PA 16801.

(3) Includes 35,500 shares owned by Henry D. Sahakian's wife, 72,869 shares
held in the Savings Plan, 278,900 shares held by HFL Corporation, 5,000
shares held in his Individual Retirement Account, 5,000 shares held as
custodian for his grandson and options to purchase 133,000 shares of Common
Stock. Henry D. Sahakian is one of two trustees for a trust for the benefit
of Daniel D. Sahakian's son. Henry D. Sahakian disclaims beneficial
ownership of, and the beneficial ownership in the table above does not
include, the stock held by this trust. The beneficial ownership in the
table above also does not include 59,309 shares held by his daughter and
son-in-law for which he disclaims beneficial ownership.

(4) Includes 15,000 shares held by the Graves Family Partnership and options to
purchase 24,000 shares of Common Stock.

(5) Includes 6,800 shares held in an SEP account and options to purchase
112,500 shares of Common Stock.

(6) Includes options to purchase 24,000 shares of Common Stock.

(7) Includes options to purchase 19,000 shares of Common Stock.

(8) Includes options to purchase 15,000 shares of Common Stock.

(9) Includes 6,223 shares held in the Savings Plan and options to purchase
73,500 shares of Common Stock.

(10) Includes options to purchase 19,000 shares of Common Stock.

(11) Includes 322,325 shares held by Daniel D. Sahakian's wife, 278,900 shares
held by HFL Corporation, 137,815 shares held as a trustee for two trusts,
and options to purchase 35,000 shares of Common Stock.

(12) Includes options to purchase 24,000 shares of Common Stock.

(13) Comprised of 3,543 shares held in the Savings Plan and options to purchase
96,583 shares of Common Stock.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In fiscal year 2003, the Company leased an office location from Frank R.
Orloski, Sr. for $30,000. The lease was entered into in May 2000 and has a term
of five years.

The Company leases one store location from Daniel D. Sahakian, which Mr.
Sahakian purchased from HFL Corporation in fiscal year 1995. The lease has a
remaining term of four years with two five-year and one four-year renewal
options, with the rent increasing by 2% each year. Rent paid to Daniel D.
Sahakian under this lease during fiscal year 2003 was $31,100.

The Company leases four store locations and store equipment from a family
limited partnership, a rental company and an individual. Ara M. Kervandjian, an
executive officer of the Company, is a general partner with nominal ownership in
the limited partnership and a general partner and material owner in the rental
company. One store location is owned by Hrach Kervandjian, father of Ara M.
Kervandjian. The leases were entered into from April 2002 to September 2002 with
terms of four to twelve years, with renewal options and annual increases not to
exceed 2% per year. Rent paid under these lease agreements in fiscal year 2003
was $167,700.

The Company leases its corporate headquarters, certain storage facilities,
nine of its store locations, store equipment and one other location from HFL
Corporation, which is beneficially controlled by the families of Henry D.
Sahakian and Daniel D. Sahakian. The leases for the corporate headquarters were
entered into in January 2001 for a term of 10 years and provides for an annual
rent of $313,300 with 2% annual increases in years two through five. The lease
for the storage facilities was entered into in 1999 for a term of five years,
subject to a 4% annual increase, and provide for an aggregate rent of $100,700.
The aggregate rent paid to HFL Corporation for the corporate headquarters,
parking and storage facilities was $402,700 for fiscal year 2003. The nine
leases of store locations and store equipment from HFL Corporation were entered
into from October 1992 to January

2002, are for terms of three to twelve years with renewal options and provide
for annual rents aggregating $866,900. The aggregate rent paid under these
leases to HFL Corporation during fiscal year 2002 was $859,500.

During fiscal year 2003, the Company received from HFL Corporation $11,200
as reimbursement for certain general and administrative expenses. The Company
intends to continue to provide some administrative services for HFL Corporation
and expects to be reimbursed therefor.

In management's opinion, the foregoing lease transactions are (or were, as
the case may be) on terms which are at least as favorable as could have been
obtained with or from a third party. All such transactions were approved by a
majority of the independent directors of the Board.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

INDEPENDENT AUDITOR FEES FOR FISCAL YEARS 2003 AND 2002

AUDIT FEES: The aggregate fees for professional services rendered by
Deloitte & Touche LLP in connection with the audit of the Company's annual
financial statements for the fiscal years ended September 30, 2003 and September
30, 2002, and for review of the financial information included in the Company's
quarterly reports on Form 10-Q for such fiscal years were $232,500 and $193,500,
respectively.

AUDIT RELATED FEES: Deloitte & Touche LLP billed no audit related fees
during the fiscal years ended September 30, 2003 or September 30, 2002.

TAX FEES: The aggregate fees for services rendered by Deloitte & Touche LLP
in connection with income tax preparation for the fiscal years ended September
30, 2003 and September 30, 2002 were $32,500 and $30,000, respectively.

ALL OTHER FEES: The aggregate fees for services rendered by Deloitte &
Touche LLP, other than the services described above for the fiscal year ended
September 30, 2003 were $22,400 which primarily included fees for review of the
Company's benefit plan, review of Form S-8 Filing, and adoption of Statement of
Financial Accounting Standards Nos. 142 and 144. The aggregate fees for services
rendered by Deloitte & Touche LLP, other than the services described above for
the fiscal year ended September 30, 2002 were $15,000 which primarily included
fees for review of the Company's benefit plan.

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT
SERVICES

The Audit Committee has considered whether the provision of non-audit
services by the auditors is compatible with maintaining the independence of the
Company's auditors.

All auditing services and permitted non-audit services (including the fees
and terms thereof) to be performed for the Company by its independent auditor
must be pre-approved by the Audit Committee. The Audit Committee may delegate
its authority to pre-approve such services to one or more of its members,
provided that any such pre-approval is presented to the full Audit Committee at
its next scheduled meeting. The Audit Committee has not delegated its authority
to pre-approve such services to any member as of the present time.

All audit and non-audit services provided by the independent auditors
during 2003 was pre-approved by the Audit Committee.

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.

UNI-MARTS, INC.
(Registrant)

By: /S/ HENRY D. SAHAKIAN
----------------------------------
Henry D. Sahakian
Chairman of the Board
(Principal Executive Officer)

By: /S/ N. GREGORY PETRICK
----------------------------------
N. Gregory Petrick
Executive Vice President and
Chief Financial Officer
(Principal Accounting Officer)
(Principal Financial Officer)

DATED: January 27, 2004

UNI-MARTS, INC. AND SUBSIDIARIES
EXHIBIT INDEX

Number Description
------ -----------

31.1 Certification of the Chairman and Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of the Chief Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.