PANTRY INC
8-K, 1996-07-11
GROCERY STORES
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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) June 19, 1996

                                THE PANTRY, INC.
             (Exact name of registrant as specified in its charter)

Delaware                        33-72574              56-1574463
(State or other               (Commission File No.)    (I.R.S. Employer
jurisdiction of                                        Identification Number)
incorporation)


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


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

                                      N/A
         (Former name or former address, if changed since last report)


<PAGE>

ITEM 5. OTHER EVENTS

     The Pantry,  Inc.  (the  "Company")  recently has been informed by Montrose
Value Fund  Limited  Partnership  ("MVF") and Montrose  Financial  No. 6 Limited
Partnership (Pantry) ("MF#6") (together with MVF, the "Montrose Group"),  owners
of 48.1% of the  capital  stock of the  Company,  that they were  exploring  the
possibility of exercising an option to purchase the remaining 51.9% of the stock
of  the  Company  from  FS  Equity   Partnership,   III,  L.P.,  and  FS  Equity
International,  L.P.  (the "FS Funds") and Chase Capital  Partners  ("Chase") in
connection  with the possible sale of all the capital stock of the Company.  The
option is effective May 1, 1996 through July 31, 1996.

     The  Montrose  Group is  controlled  by W.  Clay  Hamner,  Chairman  of the
Company's  Board of  Directors,  and Wayne M. Rogers,  a member of the Company's
Board of Directors.

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.


Date: July 11, 1996                   /s/ Mark C. King
                                      Mark C. King
                                      Senior Vice President
                                      Chief Financial Officer and Secretary



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