PANTRY INC
8-K, 1996-06-25
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)
<TABLE>
<CAPTION>
<S>                                                     <C>                                     <C> 
              Delaware                                        33-72574                                 56-1574463
         (State or other jurisdiction                   (Commission File No.)                      (I.R.S. Employer
             of incorporation)                                                                  Identification Number)
</TABLE>

                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 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

         On June 19,  1996,  the Board of  Directors  of The Pantry,  Inc. 
dismissed  Price  Waterhouse  LLP  as  its independent accountants and engaged 
Deloitte & Touche LLP as its new principal  independent accountants.  Neither 
of Price Waterhouse LLP's reports on the financial statements of The Pantry, 
Inc. for the past two fiscal years contained an adverse opinion or a 
disclaimer of opinion,  or  was  qualified  or modified as  to  
uncertainty,  audit  scope or accounting principle. In connection  with 
its audits for the two most recent fiscal years and through June 19, 1996, 
there have been no disagreements with Price Waterhouse LLP on any matter 
of accounting principles or practices, financial statement disclosure, 
or auditing  scope  or  procedure,  which  disagreements if not 
resolved  to the satisfaction of Price  Waterhouse LLP would have 
caused Price  Waterhouse LLP to make reference thereto in their report 
on the financial statements for such years.


ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

         The following  exhibit required by item 601 of Regulation S-K is listed
below:


Exhibit 16                 Letter of Price  Waterhouse  LLP agreeing with the
                           statements  made  by the  Company  in  Item 4 of this
                           report.



                                   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.


June 24, 1996                /s/ Mark C. King
Date                         Mark C. King
                             Senior Vice President
                             Chief Financial Officer and Secretary




                                       -2-

<PAGE>



                                  EXHIBIT INDEX


                                                                      Sequential
Exhibit                Description                                      Page No.

16                 Letter of Price  Waterhouse LLP agreeing with the 
                   statements made by the Company in Item 4 of this report








<PAGE>




                             EXHIBIT 16 TO FORM 8-K



<PAGE>


Price Waterhouse LLP





June 24, 1996



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

RE:               The Pantry, Inc.

Dear Ladies and Gentlemen:

         We have read Item 4 of the Form 8-K of The Pantry,  Inc.
dated June 19, 1996 and are in agreement with the statements contained therein 
except that we make no comment regarding the statement attributable to the 
engagement of Deloitte & Touche LLP.

Yours very truly,

/s/ Price Waterhouse LLP

Price Waterhouse LLP











  

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