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): September 26, 2007

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)	(IRS Employer Identification No.)

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

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

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 2.02 Results of Operations and Financial Condition.

On September 27, 2007, The Pantry, Inc. (the “Company”) issued a press release announcing, among other things, certain preliminary results for the fourth fiscal quarter and the fiscal year ended September 27, 2007. The press release is attached as 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 attached as 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 liabilities 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 2.05 Costs Associated with Exit or Disposal Activities.

On September 26, 2007, the Company’s management initiated a restructuring program aimed at reducing operating, general and administrative expenses by approximately $6 million in fiscal 2008, which program includes severance of certain of the Company’s employees. The Company initiated this program as part of its ongoing efforts to proactively and prudently manage operating, general and administrative costs, and as a result of recent pressures on the convenience store industry, including without limitation, political and economic conditions, tropical storms and unexpected refinery shutdowns, each of which has negatively impacted profit margins by, among other things, keeping oil prices abnormally high and volatile. The program is expected to be completed during the first fiscal quarter of 2008. The Company expects to record a one-time restructuring charge of approximately $2.0 to $3.0 million during the fourth quarter of fiscal 2007, primarily as a result of certain one-time termination benefits that will be provided in connection with the program.

Statements made by the Company in this Current Report on Form 8-K relating to future plans, events, or financial performance, including but not limited to, statements regarding the timing of, and the expected charges and savings related to, the above-described restructuring program, 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, including, but not limited to, the Company’s ability to implement the restructuring program to the extent currently anticipated; possible changes in the amount and nature of the expected costs and charges; the impact of personnel reductions on the Company’s business; realizing expected savings in connection with the restructuring program; and general economic conditions. 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 Current Report on Form 8-K are based on the Company’s estimates and plans as of the date hereof. 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description of Exhibit
99.1	Press Release dated September 27, 2007

SIGNATURES

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 hereunto duly authorized.

THE PANTRY, INC.
By:	/s/ Frank G. Paci
	Frank G. Paci
	Sr. Vice President – Finance, Chief Financial Officer and Secretary

Date: September 28, 2007

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press Release dated September 27, 2007

EX-99.1

Exhibit 99.1

For Immediate Release	Contact: Frank Paci
September 27, 2007	(919) 774-6700

THE PANTRY COMMENTS ON PRELIMINARY FISCAL 2007 FINANCIAL RESULTS

Revises Fiscal 2008 Outlook, Announces Restructuring Program

Sanford, North Carolina, September 27, 2007 - The Pantry, Inc. (NASDAQ: PTRY), the leading independently operated convenience store chain in the southeastern U.S., today announced that it expects its gasoline gross margin and earnings per share for the fiscal year ending September 27, 2007 to be below its previous targets.

Based on preliminary data, the Company expects its retail gasoline gross margin for the fourth fiscal quarter to be between 10.0 cents and 10.5 cents per gallon, bringing its fiscal year 2007 retail gasoline margin to approximately 10.9 cents per gallon, substantially below the approximately 11.5 cents per gallon that was previously expected. As a result, the Company expects its earnings per share for the fourth quarter and the full fiscal year to also be below previous expectations.

Chairman and Chief Executive Officer Peter J. Sodini said, “Our merchandise business turned in a solid fourth quarter, with comparable sales above targeted levels and merchandise gross margins improved from the third quarter. However, we have not seen the seasonal improvement in gasoline gross margins that we have usually experienced after Labor Day. To the contrary, our gas margins have declined this month, reflecting increased oil and gasoline prices, tight supplies and scattered refinery shutdowns.”

In an effort to reduce operating, general and administrative expenses, the Company has implemented a restructuring program aimed at reducing expenses by at least $6 million in fiscal 2008, which will necessitate a one-time charge in the fourth quarter of fiscal 2007. Mr. Sodini commented, “While we certainly regret the human impact of our restructuring program, we realized we had to be more proactive in the current challenging environment to ensure that we can deliver the leverage we need on our operating, general and administrative expenses.”

The Pantry also provided additional details regarding its fiscal 2008 outlook. In view of the current near-record oil prices and volatile gas margins, the Company is broadening its target range for retail gasoline margins in fiscal 2008 to between 11 and 13 cents per gallon. Excluding potential acquisitions, the Company expects merchandise sales to grow about 10% to approximately $1.7 billion and retail gasoline gallons to grow about 11% to approximately 2.3 billion gallons. These estimates reflect the full-year impact of 2007 acquisitions and targeted comparable store increases in merchandise sales and gasoline gallons sold of approximately 3% and 1%, respectively. The merchandise gross margin is expected to be about 37%. The Company expects operating, general and administrative expenses as a percent of merchandise sales plus retail gas gallons but not including wholesale gas gallons to improve from approximately 16.5% in fiscal 2007 to approximately 16.1% in fiscal 2008.

In addition, the Company has repurchased about 693,000 shares pursuant to its previously announced share repurchase plan.

Consistent with the practice of other convenience store operators, the Company will no longer provide earnings per share guidance, but instead will provide greater detail about its expectations for a variety of key operating metrics, as outlined above.

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 revenues for fiscal 2006 of approximately $6.0 billion. As of September 20, 2007, the Company operated 1,645 stores in eleven states under select banners, including Kangaroo Express^(SM), its 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; realizing expected savings in connection with the Company’s planned restructuring; fluctuations in domestic and global petroleum and gasoline markets; realizing expected benefits from our fuel supply agreements; 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 Company’s markets; the effect of regional weather conditions on customer traffic; financial difficulties of suppliers, including the Company’s principal suppliers of gas and merchandise, and their ability to continue to supply its 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 September 27, 2007. 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.