<PAGE>   1

                                                                     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
                           ----------------------------------------------------

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from                       to
                               ------------------------------------------------



Commission file number                       1-11556
                       --------------------------------------------------------

              UNI-MARTS, INC. RETIREMENT SAVINGS & INCENTIVE PLAN
-------------------------------------------------------------------------------
                            (Full title of the plan)

                                 UNI-MARTS, INC.
-------------------------------------------------------------------------------
          (Name of issuer of the securities held pursuant to the plan)

477 East Beaver Avenue, State College, PA                            16801-5690
-------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)






                        This Document Contains 16 Pages.
                            Exhibit Index on Page 15.


                                        1
<PAGE>   2



UNI-MARTS, INC.
RETIREMENT SAVINGS & INCENTIVE PLAN

TABLE OF CONTENTS
-------------------------------------------------------------------------------
                                                                           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.


                                        2
<PAGE>   3

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


                                        3
<PAGE>   4
UNI-MARTS, INC.
RETIREMENT SAVINGS & INCENTIVE PLAN

STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
--------------------------------------------------------------------------------


                                                           SEPTEMBER 30,
                                                 -------------------------------
                                                     2000               1999
                                                 ------------       ------------

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
                                                  ==========         ==========


See notes to financial statements.


                                       4
<PAGE>   5

UNI-MARTS, INC.
RETIREMENT SAVINGS & INCENTIVE PLAN

STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                               SEPTEMBER 30,
                                                          -------------------------------------------------------
                                                              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>


                                       5

<PAGE>   6

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2000 AND 1999
--------------------------------------------------------------------------------

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.


                                        6
<PAGE>   7

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.


                                       7
<PAGE>   8

     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.


                                        8
<PAGE>   9


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
                                                    --------
                                                    $695,299
                                                    ========


                                       9
<PAGE>   10

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
                                                    ----              ----
     Net assets:
         Uni-Marts, Inc. common stock              $356,034          $166,293
                                                   ========          ========

                                                         September 30,
     Changes in net assets                                   2000
                                                         -------------
         Contributions                                      $ 96,476
         Net appreciation                                    118,148
     Benefits paid to participants                           (24,883)
                                                            --------
                                                            $189,741
                                                            ========

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>


                                       10

<PAGE>   11

<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.


                                      *****


                                       11
<PAGE>   12

<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
-----------------------------------------------------------------------------------------------------------------------------------
                                        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>


                                       12
<PAGE>   13

UNI-MARTS, INC.
RETIREMENT SAVINGS & INCENTIVE PLAN

SCHEDULE H, LINE 4(i) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SEPTEMBER 30, 2000
-------------------------------------------------------------------------------


<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


                                     13
<PAGE>   14

                                   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

                                       14
<PAGE>   15

                                  EXHIBIT INDEX


                                                                        Page(s)

  23      Consent of Independent Certified Public Accountants.            16










                                       15
<PAGE>   16

                                                                    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



                                       16