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): July 5, 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”), Wilfred A. Finnegan and Maria C. Richter 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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On July 5, 2006, the Board of Directors of the Company increased the size of the Board of Directors of the Company to ten (10) members and appointed Wilfred A. Finnegan and Maria C. Richter as directors of the Company to fill existing vacancies on the Board of Directors (one vacancy was created by the increase to ten (10) members, the other has existed since the Company’s 2006 Annual Meeting of Stockholders on March 30, 2006).

In connection with their appointment and pursuant to the Company’s compensation program for independent directors, 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 Mr. Finnegan and Ms. Richter. In addition, as independent directors on the board, Mr. Finnegan and Ms. Richter will be eligible for compensation under the Company’s compensation program for independent directors, a copy of which was filed with the Securities and Exchange Commission under cover of a Current Report on Form 8-K on October 26, 2005.

A copy of the press release announcing the appointment of Mr. Finnegan and Ms. Richter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Document
99.1	Press Release dated July 6, 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: July 6, 2006

EXHIBIT INDEX

Exhibit No.	Description of Document
99.1	Press Release dated July 6, 2006

EX-99.1

Exhibit 99.1

For Immediate Release	Contact: Dan Kelly
July 6, 2006	(919) 774-6700

MARIA C. RICHTER AND WILFRED A. FINNEGAN

APPOINTED TO THE PANTRY, INC. BOARD OF DIRECTORS

Sanford, North Carolina, July 6, 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 Maria C. Richter and Wilfred (Bill) A. Finnegan to serve as Directors of the Company. The appointments, which are effective July 5, 2006, increase the size of the Board from eight members to 10.

Mr. Finnegan, 48, is an independent consultant and most recently served as a Senior Advisor to the Carlyle Group. He co-founded the high yield securities business at JPMorgan Chase (then Chemical Bank) in 1993 and served as a Managing Director in various roles - ultimately as the head of Global Leveraged Finance - over the following seven years. He was also a member of the Management, Global Markets and Market Risk committees. Earlier in his career, he was an investment banker at Donaldson, Lufkin & Jenrette and Drexel Burnham Lambert. He received his B.S. from Dartmouth College and his M.B.A. from Dartmouth’s Amos Tuck School of Business. Mr. Finnegan is also a member of the Finance Committee of the Altman Foundation in New York and a trustee of the Sacred Heart School in Greenwich, Connecticut.

Ms. Richter, 51, founded her own consulting firm, MCHR Consulting, in 2005. Previously, she was with Morgan Stanley for nine years, most recently as Managing Director and head of the Corporate Finance Retail Group, with responsibility for large retailing clients of the firm. Earlier, she headed a portion of the firm’s banking business in Latin America, and also played a key role in building its independent power and structured finance businesses. Before joining Morgan Stanley, she was with Salomon Brothers for one year and Prudential Insurance Company of America for seven years. Ms. Richter began her career as an attorney with Dewey Ballantine. She earned her B.A. degree from Cornell University and her law degree from Georgetown University. Ms. Richter also serves on the board of National Grid plc and on the Private Equity Advisory Board of Republic Financial Corporation.

Peter J. Sodini, Chairman and Chief Executive Officer of The Pantry, said, “We are delighted to welcome Maria and Bill to the Company’s Board of Directors. Given their Wall Street backgrounds and the breadth of their experience in the capital markets, the M&A arena, and in industry sectors relevant to The Pantry, I am very confident that they will both provide valuable perspective as we pursue our 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 March 30, 2006, the Company operated 1,458 stores in eleven states under select banners including Kangaroo Express(SM), our primary operating banner. 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 July 6, 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.