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) August 19, 1996
THE PANTRY, INC.
(Exact name of registrant as specified in its charter)
Delaware 33-72574 56-1574463
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification Number)
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)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
As previously reported by The Pantry, Inc. (the "Company"), pursuant to
a current report on Form 8-K filed on December 14, 1995, on November 30, 1995,
the Company entered into certain stock purchase and related agreements with FS
Equity Partners III, L.P., a Delaware limited partnership ("FSEP III"), FS
Equity Partners International, L.P., a Delaware limited partnership ("FSEP
International") (collectively with FSEP III the "FS Group"), Chase Manhattan
Capital Corporation ("Chase"), Montrose Value Fund Limited Partnership ("MVF"),
beneficially owned by W. Clay Hamner ("Hamner"), Chairman of the Company's Board
of Directors, and Wayne M. Rogers ("Rogers"), a member of the Company's Board of
Directors, and Montrose Financial No. 6 Limited Partnership (Pantry) ("MF No.
6") (collectively with MVF the "Montrose Group"), beneficially owned by Hamner,
as a result of which the FS Group and Chase acquired 39.9% and 12%,
respectively, of the Company's capital stock, and the Montrose Group retained
48.1% of the Company's capital stock (the "Initial Transaction"). On November 30
and December 1, 1995, the FS Group, Chase, the Company, and the Montrose Group
entered into related agreements, which called for the FS Group and Chase to
acquire substantially all of the remaining shares of the Company's stock held by
the Montrose Group, subject to certain conditions, prior to May 1, 1996 (the
"Subsequent Transaction").
In March, 1996, each of the FS Group and Chase advised the Montrose
Group, that they believed, among other things, that all the conditions to the
Subsequent Transaction had not been met and that each of the FS Group and Chase
was therefore relieved of its obligations to proceed with the purchase
contemplated thereby. In April, 1996, the Montrose Group brought suit against
the FS Group, certain related entities, and Chase seeking to require their
performance of the Subsequent Transaction (the "Litigation"). In the Litigation,
the Company was named a nominal defendant. All of these matters have been more
fully reported in the Company's above-referenced current report dated December
14, 1995, and its 10-K dated December 21, 1995, 10-Q dated May 10, 1996 and 10-Q
dated August 12, 1996.
On July 16, 1996, the Montrose Group, Hamner and Rogers and the FS
Group, certain related entities, Chase and the Company entered into a Settlement
Agreement which resolved these disputes. The terms of the Settlement Agreement
were more fully reported in the Company's current report on Form 8-K dated July
18, 1996.
On August 19, 1996, the parties to the Settlement Agreement closed the
transactions (the "Closing") contemplated by the Settlement Agreement. At the
Closing: (i) the FS Group and Chase purchased all the Montrose Group's remaining
capital stock in the Company; (ii) Hamner and Rogers resigned from the Company's
Board of Directors; and (iii) Hamner's employment agreement with the Company,
which extended to December 31, 2000, terminated in exchange for a payment of
$750,000 and Hamner's agreement, subject to certain exceptions, not to compete
with the Company for a period of three years. Pursuant to the Settlement
Agreement, as a result of the consummation of the transactions at the Closing,
the parties, including the Company, exchanged mutual releases and dismissed with
prejudice the Litigation.
As a result of the transactions described above, the Company's Board of
Directors presently has two vacancies and the position of Chairman of the Board,
previously occupied by Mr. Hamner, is not occupied.
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The following table shows (i) the shares acquired by the FS Group and
Chase at the Closing; (ii) the aggregate purchase price paid by the FS Group and
Chase for shares acquired at the Closing; (iii) the total number of shares of
Common Stock and Preferred Stock held by the FS Group, Chase and its affiliates
following the Closing; and (iv) the percentage of voting securities (Common
Stock only) now beneficially owned by the FS Group and Chase and its affiliates:
<TABLE>
<CAPTION>
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Aggregate Purchase Price
Shares Acquired at of Shares Acquired at Share Ownership Totals % of Voting
Closing Closing Following Closing Securities
(Common only)
Entity Common Preferred Common Preferred Common Preferred Owned
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<S> <C>
FSEP III 40,582 9,252.620 $6,169,224 $9,253,754 84,331 19,227.392 73.96
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FSEP International 1,630 371.716 247,000 370,582 3,382 771.172 2.97
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Chase and Affiliates 12,616 1,917.632 1,917,632 2,876,448 26,316 5,041.232 23.07
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</TABLE>
The source of funds used by the FS Group and Chase to acquire the Common
Stock and the Preferred Stock was, in each case, capital funds. The Company is
not aware of any arrangement, including any pledge by any person of securities
of the Company, the operation of which may at a subsequent date result in a
further change in control of the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit No. Description of Exhibit
10.1 Settlement Agreement dated as of July 16, 1996 among the
Montrose Group, Hamner and Rogers, the FS Group, Chase and
the Company incorporated by reference to Exhibit 10.1 to
the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on July 19, 1996
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<PAGE>
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: August 30, 1996 /s/ Mark C. King
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Mark C. King
Senior Vice President
Chief Financial Officer and Secretary
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