UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__________ )*
THE PANTRY, INC.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
698657103
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(CUSIP Number)
CHILTON INVESTMENT COMPANY INC., 65 LOCUST AVENUE
NEW CANAAN, CONNECTICUT 06840
Attn: Norman B. Champ III (212) 966-1221
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
June 10, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of ss. ss. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See ss. 240.13d-7 for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 698657103 Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CHILTON INVESTMENT COMPANY, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF;OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,765,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,765,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,765,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
ITEM 1. Security and Issuer
-------------------
This statement on Schedule 13D (this "Statement") relates to the
common stock, par value $0.01 per share (the "Common Stock"), of The
Pantry, Inc., a Delaware corporation (the "Issuer"). The principal
executive offices of the Issuer are located at 1801 Douglas Drive, Sanford,
North Carolina, 27330. The Reporting Person (as defined in Item 2 below) is
filing this 13D to report beneficial ownership of more than 5% of Common
Stock outstanding commencing June 10, 1999.
ITEM 2. Identity and Background
-----------------------
This Statement is being filed on behalf of Chilton Investment
Company, Inc. Chilton Investment Company, Inc. is sometimes referred to
herein as the "Reporting Person."
Chilton Investment Company, Inc. is a corporation organized in
the state of Delaware. Chilton Investment Company, Inc. is the managing
general partner of certain limited partnerships (together, the "Funds") and
certain managed accounts (together, the "Managed Accounts"). As such,
Chilton Investment Company, Inc. exercises voting control and dispositive
power over the securities reported herein. The Managed Accounts and the
Funds are in the business of investing and trading primarily in securities
and financial instruments.
The address of the principal office of the Reporting Person is 65
Locust Avenue, 2nd Floor, New Canaan, Connecticut, 06840.
(a)-(c); (f) The name, business address, present principal
occupation or employment, and the name and principal business of any
corporation or other organization in which such employment is conducted of
each of the directors and executive officers of Chilton Investment Company,
Inc. is set forth in Schedule I hereto, which is incorporated herein by
reference. Each person listed in Schedule I hereto is a citizen of the
United States.
(d), (e) During the last five years, neither the Reporting Person
nor, to the knowledge of the Reporting Person, any of the persons listed on
Schedule I hereto (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) has been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
ITEM 3. Source and Amount of Funds or Other Consideration
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As of the date hereof, Chilton Investment Company, Inc. has
acquired 1,765,000 shares of Common Stock for an aggregate purchase price
of $23,041,104. All of such purchases and sales were made through an
initial public offering and open market transactions. The funds for the
acquisition of the shares of Common Stock by Chilton Investment Company,
Inc. came from funds of the investors in the Managed Accounts and from the
contributions of the partners of the Funds.
ITEM 4. Purpose of Transaction
----------------------
The Reporting Person has acquired the Common Stock beneficially
owned by it for investment purposes and in the ordinary course of business.
Neither the Reporting Person nor, to the best of the Reporting Person's
knowledge, any of the individuals named in Schedule I hereto has any plans
or proposals which relate to or would result in the types of transactions
set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
However, the Reporting Person intends to review on a continuing basis its
investment in the Issuer, including the Issuer's business, financial
condition and operating results and general market and industry conditions
and, based upon such review, may acquire additional shares of Common Stock
or dispose of shares of Common Stock, in the open market, in privately
negotiated transactions or otherwise.
ITEM 5. Interest in Securities of the Issuer
------------------------------------
(a) Chilton Investment Company, Inc. beneficially owns 1,765,000
shares of Common Stock, representing 9.7% of the shares of Common Stock.
(The foregoing calculations are based on 18,111,478 shares of Common Stock
issued and outstanding as of June 8, 1999 according to publicly available
filings of the Issuer.) To the Reporting Person's knowledge, none of the
individuals named in Schedule I hereto beneficially own any shares of
Common Stock.
(b) The responses of the Reporting Person to Items 7 through 11
of the cover pages of this Schedule 13D relating to beneficial ownership of
the shares of Common Stock are incorporated herein by reference.
(c) Except as set forth above, neither the Reporting Person nor,
to the best of the Reporting Person's knowledge, any of the individuals
named in Schedule I hereto, beneficially owns any shares of Common Stock or
has effected any transactions in shares of Common Stock during the
preceding 60 days.
(d) The investors in the Managed Accounts and the limited
partners of the Funds have the right to receive the proceeds from the sale
of 1,765,000 shares of Common Stock beneficially owned by Chilton
Investment Company, Inc.
(e) Not applicable.
A description of all the transactions of the Reporting Person in
the shares of Common Stock is attached hereto as Exhibit A and incorporated
by reference herein. All of these transactions were effected through an
initial public offering and on the open market on the Nasdaq National
Market.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the
Issuer
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There are no contracts, arrangements, understandings or
relationships (legal or otherwise) between the Reporting Person and any
person, or between or any of the individuals named in Schedule I hereto and
any person, with respect to any securities of the Issuer, including but not
limited to transfer or voting of any of the securities, finder's fees,
joint ventures, loan or option arrangements, put or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of
proxies.
ITEM 7. Material to be Filed as Exhibits
--------------------------------
Exhibit A: Schedule of Transactions.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: June 18, 1999
CHILTON INVESTMENT COMPANY, INC.
By: /s/ Richard L. Chilton, Jr.
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Name: Richard L. Chilton, Jr.
Title: President
<PAGE>
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
CHILTON INVESTMENT COMPANY, INC.
The name, present principal occupation or employment, and the
name of any corporation or other organization in which such employment is
conducted, of each of the directors and executive officers of Chilton
Investment Company, Inc. ("Chilton") is set forth below. Each of the
directors and executive officers is a citizen of the United States. Unless
otherwise indicated below, the business address of each director and
executive officer is Chilton Investment Company, Inc., 65 Locust Avenue,
2nd Floor, New Canaan, Connecticut 06840.
Name and Business Present Principal Occupation or Employment
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Directors
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Richard L. Chilton, Jr. Chairman of the Board and Chief Executive
Officer of Chilton
James C. Bosek Managing Director of Chilton
Hannah S. Flournoy Managing Director of Chilton
Louisa M. Ives Managing Director of Chilton
Patricia Mallon Chief Financial Officer and Managing Director
of Chilton
Jonathan M. Wainwright Partner of Cadwalader, Wickersham & Taft, 100
Maiden Lane, New York, New York 10038
Executive Officers
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Richard L. Chilton, Jr. Chairman of the Board and Chief Executive
Officer of Chilton
Susan Boland Managing Director of Chilton
James C. Bosek Managing Director of Chilton
Hannah S. Flournoy Managing Director of Chilton
Louisa M. Ives Managing Director of Chilton
Patricia Mallon Chief Financial Officer and Managing Director
of Chilton
Norman B. Champ III General Counsel of Chilton
<PAGE>
Exhibit A
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Transactions in Shares of Common Stock ($0.01 par value)
of The Pantry, Inc. (CUSIP # 698657103)
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# of Shares
Trade Date Price Purchased/(Sold)
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6/09/99 13.08 15,000
6/09/99 13.13 400,000
6/10/99 13.01 1,300,000
6/14/99 13.71 50,000
