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): January 19, 2006

THE PANTRY, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-25813	56-1574463
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

1801 Douglas Drive Sanford, North Carolina	27330-1410
(Address of principal executive officer)	(Zip Code)

(919) 774-6700

Registrant’s telephone number, including area code

N/A

(Former name or former address, 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.

In connection with their appointment as directors (as described in Item 5.02 below) of The Pantry, Inc. (the “Company”), Terry L. McElroy and Mark D. Miles will each enter into the Company’s form of indemnification agreement, which agreements generally require the Company to indemnify each such person to the fullest extent permitted by law. Among other things, the indemnification agreements require the Company to indemnify the new directors, 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.

Item 2.02. Results of Operations and Financial Condition.

On January 19, 2006, the Company issued a press release announcing preliminary earnings per share results for the first fiscal quarter of 2006 and increasing its fiscal 2006 earnings per share guidance. 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 January 24, 2006, the Company appointed Terry L. McElroy and Mark D. Miles as directors of the Company (Mr. McElroy’s appointment to be effective March 1, 2006). Mr. Miles was appointed to the Compensation Committee of the Company’s Board of Directors.

In connection with their appointment and pursuant to the Company’s Independent Director Compensation Program, 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. McElroy (Mr. McElroy’s grant to be effective on March 1) and Miles. In addition, as independent directors on the board, Messrs. McElroy and Miles will be eligible for compensation under the Company’s Independent Director Compensation Program, a copy of which was filed with the SEC under cover of a Current Report on Form 8-K on October 26, 2005.

A copy of the press releases announcing the appointment of Messrs. McElroy and Miles are attached hereto as Exhibits 99.2 and 99.3 and each is incorporated herein by reference.

In addition, on January 24, 2006, the Company was advised by Mr. Todd W. Halloran that he has decided not to stand for re-election to the Company’s board of directors at the Company’s annual stockholder meeting scheduled to be held on March 30, 2006. Mr. Halloran’s decision not to stand for re-election was not the result of any disagreement with the Company.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Document
99.1	Press Release dated January 19, 2006
99.2	Press Release dated January 25, 2006
99.3	Press Release dated January 25, 2006

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: January 25, 2006

EXHIBIT INDEX

Exhibit No.	Description of Document
99.1	Press Release dated January 19, 2006
99.2	Press Release dated January 25, 2006
99.3	Press Release dated January 25, 2006

EX-99.1

EXHIBIT 99.1

For Immediate Release	Contact: Dan Kelly
January 19, 2006	(919) 774-6700

The Pantry Announces Strong Preliminary First Quarter Financial Results

Raises Fiscal 2006 EPS Guidance to $2.95 - $3.05

Schedules Release of Quarterly Results and Conference Call

Sanford, North Carolina, January 19, 2006 – The Pantry, Inc. (NASDAQ: PTRY), the leading independently operated convenience store chain in the southeastern U.S., today announced preliminary financial results for its first fiscal quarter ended December 29, 2005.

Subject to final adjustments, the Company expects to report earnings per share for the quarter in a range between $1.43 and $1.48, more than double its earnings per share of $0.59 in the corresponding period last year. The estimated results for the first quarter of fiscal 2006 include approximately $0.05 per share in expenses related to the Company’s recent refinancing of its credit facilities.

President and Chief Executive Officer Peter J. Sodini said, “Profitability in our gasoline operations benefited from unusually favorable market conditions that carried over from the previous quarter into October and November. We also benefited from solid gains in comparable store merchandise sales and gasoline gallons sold which were both up nearly 5%. Reflecting the strength in our first quarter, we now expect earnings per share, excluding any pending or future acquisitions, for our full fiscal year of between $2.95 and $3.05, an increase from our previous guidance range of $2.80 to $2.90. Included in this guidance is our expectation that gasoline margins will be more in line with historical levels going forward with normal seasonal weakness in our second quarter.”

Additional information will be available when final first quarter results are announced. The Company expects to release results for the quarter on Thursday, January 26, 2006 and to host a conference call that day at 10:00 a.m. Eastern Time. The conference call will be broadcast live over the Internet and will be accessible at www.thepantry.com or www.companyboardroom.com. A replay will be available at these sites until February 1, 2006.

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 December 29, 2005, the Company operated 1,401 stores in eleven states under select banners including Kangaroo Express(SM), our primary operating banner, Golden Gallon(R), and Cowboys(SM). 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.

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: the ability of the Company to take advantage of expected synergies in connection with acquisitions; the actual operating results of stores acquired; the ability of the Company to integrate acquisitions into its operations; fluctuations in domestic and global petroleum and gasoline markets; 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 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 January 19, 2006. 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.

EX-99.2

EXHIBIT 99.2

For Immediate Release	Contact: Dan Kelly
January 25, 2006	(919) 774-6700

Terry L. McElroy Appointed to The Pantry, Inc. Board of Directors

Sanford, North Carolina, January 25, 2006 - 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 Terry L. McElroy to serve as a Director of the Company. The appointment is effective March 1, 2006.

Mr. McElroy, 57, is President of McLane Grocery Distribution, a unit of McLane Company, Inc. McLane is a leading national provider of wholesale distribution and logistics services to convenience stores (including The Pantry), drug stores, mass merchandisers, quick-service restaurants, movie theaters and other specialty retailers. Mr. McElroy joined McLane in 1981 as Vice President of Distribution and was named a Regional Vice President in 1984. He was promoted to Senior Vice President, Grocery Operations in 1990, and named President of McLane Grocery Distribution in 2001. Mr. McElroy recently announced his retirement from McLane, effective in February 2006. He earned his B.A. degree from the University of Texas at Arlington.

President and Chief Executive Officer Peter J. Sodini said, “We are very pleased to welcome Terry to The Pantry’s Board of Directors. He is considered one of the most knowledgeable executives in the industry, and has been a primary architect of McLane Company’s growth from a small Texas wholesaler to the $24 billion business it is today. With his wealth of experience in the convenience retailing arena, I am certain Terry will provide valuable perspective in the years ahead.”

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 December 29, 2005, the Company operated 1,401 stores in eleven states under a number of banners including Kangaroo Express(SM), Golden Gallon(R), and Cowboys(SM). 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.

EX-99.3

EXHIBIT 99.3

For Immediate Release	Contact: Dan Kelly
January 25, 2006	(919) 774-6700

Mark D. Miles Appointed to The Pantry, Inc. Board of Directors

Sanford, North Carolina, January 25, 2006 - 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 Mark D. Miles to serve as a Director of the Company.

Mr. Miles, 52, was Chief Executive Officer of ATP, the men’s professional tennis organization, from 1990 through December 2005. He presided over ATP’s transformation from a start-up situation in 1990 into a world-class sports organization. Before joining ATP, Mr. Miles was Executive Director of Corporate Relations for Eli Lilly & Co., the pharmaceutical company. Previously, he was President of the Organizing Committee of the 1987 Pan American Games, established a direct marketing enterprise, and worked in politics, managing successful mayoral and U.S. Senate campaigns. Mr. Miles received his B.A. degree from Wabash College in 1976.

President and Chief Executive Officer Peter J. Sodini said, “We are very pleased to welcome Mark to The Pantry’s Board of Directors. He achieved remarkable success in growing ATP through innovative consumer-oriented marketing programs, and brings a broad, global business perspective to our Board. I am certain Mark will provide valuable input as we pursue our long-term growth strategies in the years ahead.”

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 December 29, 2005, the Company operated 1,401 stores in eleven states under a number of banners including Kangaroo Express(SM), Golden Gallon(R), and Cowboys(SM). 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.