8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): October 26, 2005

THE PANTRY, INC.

(Exact name of registrant as specified in its charter)

Commission File Number: 000-25813

Delaware	56-1574463
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

1801 Douglas Drive

Sanford, North Carolina

27330-1410

(Address of principal executive offices)

Registrant’s telephone number, including area code: (919) 774-6700

N/A

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.     Entry into a Material Definitive Agreement.

On October 26, 2005, in connection with their appointment as directors (as described in Item 5.02 below) of The Pantry, Inc. (the “Company”), Edwin J. Holman and Robert F. Bernstock each entered into an indemnification agreement with the Company, which agreements generally require the Company to indemnify each such person to the fullest extent permitted by law. In addition, on October 26, 2005, the Company entered into an indemnification agreement with Daniel J. Kelly, Vice President and Chief Financial Officer of the Company.

Among other things, the indemnification agreements require the Company to indemnify the new directors and Mr. Kelly, as applicable, for expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by such persons in any action or proceeding, including but not limited to any action by or in the right of the Company, on account of services as a director or officer, as applicable, of the Company, or as a director or officer of any other company or enterprise to which the person provides services at the Company’s request.

In addition, on October 26, 2005, the Company’s board of directors formed an Executive Committee, consisting of Thomas M. Murnane, Todd W. Halloran and Paul L. Brunswick. Members of the Executive Committee will receive, in addition to their normal fees for membership on the Company’s board of directors, an annual fee of $5,000 (paid in equal quarterly installments).

The Company’s compensation program for independent directors calls for such directors to receive a $20,000 annual retainer, paid in equal quarterly installments. Such directors also receive $2,500 for each meeting of the board that they attend, $1,000 for each committee meeting that they attend, and $1,000 for each committee meeting at which they act as chairperson. All Company directors are reimbursed for their reasonable out-of-pocket expenses in connection with their attendance at meetings. In addition, independent directors are entitled to receive, on appointment to the board of directors, 10,000 options to purchase Company common stock (granted under the Company’s 1999 Stock Option Plan), and annually thereafter, an additional 5,000 options to purchase Company common stock. The Company’s compensation program for independent directors is included as Exhibit 10.1 to this Report.

Item 2.02.     Results of Operations and Financial Conditions.

On October 27, 2005, the Company issued a press release announcing certain preliminary results for the fiscal year ended September 29, 2005, updating earnings per share guidance for the fiscal year ended September 29, 2005, and providing expected earnings per share outlook for the fiscal year ended September 28, 2006.

The Company reported that based on preliminary, unaudited data, it expects to report diluted earnings per share for its fiscal year ended September 29, 2005 in a range between $2.55 and $2.60, including charges of approximately $0.22 per share related to store closings, impairment charges, and uninsured losses associated with Hurricane Katrina, compared with the previous guidance range of $2.10 to $2.15. The Company also reported that diluted earnings per share for fiscal 2004, excluding a number of financing-related charges, were $1.54 ($0.76 on a GAAP basis). The full text of the press release is set forth in Exhibit 99.1 hereto and is incorporated herein by reference.

Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information in Item 2.02 of this report, including the press release appearing in Exhibit 99.1, is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Furthermore, the information in Item 2.02 of this report shall not be deemed

to be incorporated by reference into the filings of the registrant under the Securities Act of 1933, as amended.

Item 5.02.     Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On October 26, 2005, the Company appointed Edwin J. Holman and Robert F. Bernstock as directors of the Company. Mr. Holman was appointed to the Compensation Committee of the Company’s board of directors and Mr. Bernstock was appointed to the Corporate Governance and Nominating Committee of the Company’s board of directors. The appointment of Messrs. Holman and Bernstock increases the total membership of the Company’s board of directors from eight to ten.

In connection with their appointment and pursuant to the Company’s compensation program for independent directors (as described above under Item 1.01), the board of directors also approved the grant of options to purchase 10,000 shares of the Company’s common stock (pursuant to the Company’s 1999 Stock Option Plan) to each of Messrs. Holman and Bernstock. In addition, as independent directors on the board, Messrs. Holman and Bernstock will be eligible for compensation under the Company’s Independent Director Compensation Program, described above in the last paragraph of Item 1.01 of this Report (which paragraph is hereby incorporated by reference into this Item 5.02).

A copy of the press release announcing the appointment of Messrs. Holman and Bernstock is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Document
10.1	Independent Director Compensation Program
99.1	Press Release dated October 27, 2005
99.2	Press Release dated October 28, 2005

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

THE PANTRY, INC.
By:	/s/ Daniel J. Kelly
	Daniel J. Kelly Vice President, Chief Financial     Officer and Secretary (Authorized Officer and Principal     Financial Officer)

Date: October 28, 2005

EXHIBIT INDEX

Exhibit No.	Description of Document
10.1	Independent Director Compensation Program
99.1	Press Release dated October 27, 2005
99.2	Press Release dated October 28, 2005

EX-10.1

EXHIBIT 10.1

The Pantry, Inc

Board of Directors Compensation

First Amendment October 2004

Compensation program for designated independent members of the Board of Directors:

Quarterly Retainer:	$5,000 paid in cash on a calendar quarterly basis, prorated as applicable.
Board Meeting Fees:	$2,500 per meeting attended in person or by approved video conference. Paid in cash plus reimbursement of travel and lodging expenses. If attendance is telephonic, the fee will be $1,250
Committee Meeting Fee:	$1,000 per meeting attended in person or by approved video conference. Paid in cash plus reimbursement of travel and lodging expenses. If attendance is telephonic, the fee will be $500
Committee Chair Fee:	Additional $1,000 per committee meeting attended in person or by approved video conference. If attendance is telephonic, the fee will be $500
Ad-hoc/Special Committees:	Compensation to be determined, as applicable.
Initial Stock Option Grant:	Grant of 10,000 options on election to the Board to vest over a three year period, conditioned upon continued service as a participating member of the Board. Strike price to be at market price on date of grant.
Annual Stock Option Grant:	Annual stock option grant upon annual re-election of 5,000 options, to vest over a three year period, conditioned upon continued service as a participating member of the Board (attend at least 3 meeting per year) . Strike price to be at market price on date of grant.
Effective Date:	Initially adopted by Board of Directors approval at the January 15, 2003 meeting to be in effect with the March 25, 2003 Annual Meeting and election of Directors and Officers.
	First Amendment approved at the October 26, 2004 meeting with retroactive effective date of October 1, 2004.

EX-99.1

EXHIBIT 99.1

For Immediate Release October27, 2005 Final Contact: Dan Kelly (919) 774-6700

THE PANTRY COMMENTS ON FISCAL 2005 RESULTS

Preliminary Results Above Previous Guidance

Discloses Initial Fiscal 2006 EPS Guidance of $2.55-$2.65

Sanford, North Carolina, October 27, 2005—The Pantry, Inc. (NASDAQ: PTRY), the leading independently operated convenience store chain in the southeastern U.S., today announced that it expects fiscal 2005 earnings per share to substantially exceed its previous guidance.

Based on preliminary, unaudited data, the Company expects to report diluted earnings per share for its fiscal year ended September 29, 2005 in a range between $2.55 and $2.60, including charges of approximately $0.22 per share related to store closings, impairment charges, and uninsured losses associated with Hurricane Katrina, compared with the previous guidance range of $2.10 to $2.15. Diluted earnings per share for fiscal 2004, excluding a number of financing-related charges, were $1.54. Comparable store merchandise sales and gasoline gallons sold for fiscal 2005 increased 5.3% and 4.7%, respectively.

President and Chief Executive Officer Peter J. Sodini said, “These excellent preliminary annual results reflect the success of our strategies implemented over the past few years to better diversify and secure our gasoline supply, rebrand and reimage our stores, and enhance our merchandising offerings with private label and expanded food services. In addition, our fourth fiscal quarter benefited from the acquisitions we completed in the latter half of the year and an exceptionally strong contribution from our gasoline segment in a very volatile market. These benefits were partially offset by charges related to our decision to close 19 underperforming stores.”

Mr. Sodini continued, “For fiscal 2006, assuming that gasoline margins approximate about 12.5 cents per gallon, we currently expect fiscal 2006 earnings per share in a range between $2.55 and $2.65. On the plus side, we are looking forward to continued growth in our merchandise business and achieving

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the expected accretion from acquisitions completed in 2005. However, a number of financial items, including expensing stock options for the first time, an increase in shares outstanding and a higher tax rate, will also affect our reported results by a total of $0.15 to $0.20 per share in fiscal 2006.”

Additional information will be available when final fiscal 2005 results are announced and on the Company’s next earnings conference call.

About The Pantry

Headquartered in Sanford, North Carolina, The Pantry, Inc. is the leading independently operated convenience store chain in the southeastern United States and one of the largest independently operated convenience store chains in the country, with net sales for fiscal 2005 of approximately $4.4 billion. As of September 29, 2005, the Company operated 1,400 stores in eleven states under a number of banners including Kangaroo Express^(SM), Cowboys^(SM), and Golden Gallon^®. The Pantry’s stores offer a broad selection of merchandise, as well as gasoline and other ancillary services designed to appeal to the convenience needs of its customers.

Use of Non-GAAP Measures

We use earnings per share excluding certain financing-related expense items to evaluate our operations. Management believes this presentation is appropriate and enables investors to compare more accurately our ongoing financial performance over the periods presented. The information regarding earnings per share excluding certain financing-related expense items as presented here may not be comparable to similarly titled measures reported by other companies. We have attached a quantitative reconciliation of earnings per share to earnings per share excluding certain financing-related expense items.

Safe Harbor Statement

Statements made by the Company in this press release relating to future plans, events, or financial performance are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the Company’s current plans and expectations and involve a number of risks and uncertainties that could cause actual results and events to vary materially from the results and events anticipated or implied by such forward-looking statements. Any number of factors could affect actual results and events, including, without limitation: fluctuations in domestic and global petroleum and gasoline markets; realizing benefits of the fuel supply agreements,

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the risk that our ability to finance future transactions could be adversely affected due to our recent restatement of certain of our financial statements; our ability to take advantage of expected synergies in connection with acquisitions; the actual operating results of stores acquired; changes in the competitive landscape of the convenience store industry, including gasoline stations and other non-traditional retailers located in the Company’s markets; the effect of national and regional economic conditions on the convenience store industry and the markets we serve; the effect of regional weather conditions on customer traffic; financial difficulties of suppliers, including our principal suppliers of gas and merchandise and their ability to continue to supply our stores; environmental risks associated with selling petroleum products; governmental regulations, including those regulating the environment; and acts of war or terrorist activity. These and other risk factors are discussed in the Company’s Annual Report on Form 10-K as amended, and in its other filings with the Securities and Exchange Commission. In addition, the forward-looking statements included in this press release are based on the Company’s estimates and plans as of October 27, 2005. While the Company may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so.

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EX-99.2

EXHIBIT 99.2

For Immediate Release October28, 2005 Final Contact: Dan Kelly (919) 774-6700

ROBERT F. BERNSTOCK AND EDWIN J. HOLMAN

APPOINTED TO THE PANTRY, INC. BOARD OF DIRECTORS

Sanford, North Carolina, October 28, 2005—The Pantry, Inc. (NASDAQ: PTRY), the leading independently operated convenience store chain in the southeastern U.S., today announced that its Board of Directors has appointed Robert F. Bernstock and Edwin J. Holman to serve as Directors of the Company. Their appointments bring the board’s total membership to 10.

Mr. Bernstock, 54, is President and Chief Operating Officer of Scotts Miracle-Gro, a $2.3 billion company and the leading global marketer of lawn and garden care products. Previously, Mr. Bernstock was Senior Vice President and General Manager of The Dial Corporation. Earlier in his career, he was a senior executive with Campbell Soup Co. for 12 years; he then led the spin-off from Campbell of Vlasic Foods International, and was President, CEO and a director of Vlasic for three years. He also has held senior executive and marketing positions with two software companies and a satellite communications company over the course of his career.

Mr. Bernstock is a director of Verticalnet, SecureSheet and BioVid, as well as a director and member of the executive committee of the Columbus (OH) Chamber of Commerce. He graduated from Hamilton College in 1972 and received his M.B.A. degree from Harvard Business School in 1974.

Mr. Holman, 59, is Chairman and CEO of Macy’s Central, a $2.1 billion division of Federated Department Stores that operates 71 department stores in the midwestern and southern United States. Previously, he was Chairman and CEO of Galyans Trading Company, a public company operating large-scale sporting goods and outdoor stores. Earlier in his career, Mr. Holman held senior executive positions with the Boomingdales and Richs/Lazarus/Goldsmiths divisions of Federated Department Stores; Petrie Retail Inc., a specialty apparel retailer; Woodward & Lothrop; Carter Hawley Hale Stores; and Neiman Marcus. He also was with Macy’s Midwest division, in a variety of positions, for 10 years at the beginning of his career.

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Mr. Holman received a B.S. in Business Administration in 1976 and an M.B.A. degree in 1980, both from Rockhurst University.

President and Chief Executive Officer Peter J. Sodini said, “We are pleased to welcome Bob and Ed to The Pantry’s Board of Directors. They bring with them a wide range of experience in the retail and consumer products sectors, and both have served as senior executives and directors of other public companies. I am certain that they will provide valuable input as we continue to pursue our long-term growth strategies.”

About The Pantry

Headquartered in Sanford, North Carolina, The Pantry, Inc. is the leading independently operated convenience store chain in the southeastern United States and one of the largest independently operated convenience store chains in the country, with net sales for fiscal 2005 of approximately $4.4 billion. As of September 29, 2005, the Company operated 1,400 stores in eleven states under a number of banners including Kangaroo Express(SM), Cowboys(SM), and Golden Gallon(R). The Pantry’s stores offer a broad selection of merchandise, as well as gasoline and other ancillary services designed to appeal to the convenience needs of its customers.

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