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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A
(Amendment No. 1)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED DECEMBER 30, 1999
COMMISSION FILE NUMBER 33-72574
THE PANTRY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 56-1574463
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1801 DOUGLAS DRIVE, SANFORD, NORTH CAROLINA
(Address of principal executive offices)
27330
(Zip Code)
(919) 774-6700
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES [ X ] NO [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
COMMON STOCK, $0.01 PAR VALUE 18,111,474 SHARES
(Class) (Outstanding at February 7, 2000)
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THE PANTRY, INC.
FORM 10-Q/A
(Amendment No. 1)
DECEMBER 30, 1999
TABLE OF CONTENTS
Part II -- Other Information
Item 6. Exhibits and Reports on Form 8-K.................................. 1
The Registrant hereby amends Item 6 of its Quarterly Report on Form 10-Q for
the quarterly period ended December 30, 1999, filed with the Securities and
Exchange Commission on February 14, 2000, to add Exhibits 10.37 (Second
Amendment to Credit Agreement) and 10.38 (Third Amendment to Credit
Agreement). The remainder of the Registrant's Quarterly Report on Form 10-Q
for the quarterly period ended December 30, 1999 remains unchanged.
PART II--OTHER INFORMATION.
ITEM 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
10.37 Second Amendment to Credit Agreement dated as of October 27, 1999 and entered into by and
among The Pantry, the financial institutions listed on the signature page thereof, First Union
National Bank, as administrative agent for Lenders (as defined therein), Canadian Imperial Bank
of Commerce, assyndication agent for Lenders, and Bank of America, N.A. (formerly known
as NationsBank, N.A.), as documentation agent for Lenders, and, for purposes of Section 5
thereof, the Credit Support Parties (as defined therein) listed on the signature pages thereof.
10.38 Third Amendment to Credit Agreement dated as of November 30, 1999 and entered into by and
among The Pantry, the financial institutions listed on the signature page thereof, First Union
National Bank, as administrative agent for Lenders, Canadian Imperial Bank of Commerce, as
syndication agent for Lenders, and Bank of America, N.A. (formerly known as NationsBank,
N.A.), as documentation agent for Lenders, and, for purposes of Section 5 thereof, the Credit
Support Parties (as defined therein) listed on the signature pages thereof.
27.1* Financial Data Schedule.
99.1* Risk Factors.
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*Previously filed.
(b) Reports on Form 8-K.
(1) On October 5, 1999, The Pantry filed a Current Report on Form 8-K/A
(Amendment No. 1) which provided the following financial statements for the
acquisition of 100% of the outstanding capital stock of R&H Maxxon, Inc
("Maxxon") on July 22, 1999:
Audited financial statements of Maxxon as of June 30, 1999, 1998 and
1997, and for each of the three years in the period ended June 30, 1999:
(1) Report of Independent Certified Public Accountants
(2) Balance Sheets
(3) Statements of Income
(4) Statements of Changes in Stockholders' Equity
(5) Statements of Cash Flows
(6) Notes to Financial Statements
Unaudited pro forma consolidated financial data:
(1) Introduction to Unaudited Pro Forma Data
(2) Unaudited Pro Forma Balance Sheet Data as of June 24, 1999
(3) Notes to Unaudited Pro Forma Balance Sheet Data
(4) Unaudited Pro Forma Statement of Operations Data for the Nine-
Month Period Ended June 24, 1999
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(5) Unaudited Pro Forma Statement of Operations Data for the Year
Ended September 24, 1998
(6) Notes to Unaudited Pro Forma Statement of Operations Data
(2) On November 25, 1999, The Pantry filed a Current Report on Form 8-K
announcing its acquisition of 100% of the outstanding stock of Kangaroo,
Inc ("Kangaroo") on November 11, 1999.
(3) On January 3, 2000, The Pantry filed a Current Report on Form 8-K/A
(Amendment No. 2) to amend and restate Item 7 to its Current Report on Form
8-K/A, filed on October 5, 1999, to revise footnote (k) to the Notes to
Unaudited Pro Forma Statement of Operations Data to reflect an accounting
adjustment to third quarter financial results for The Pantry.
(4) On January 25, 2000, The Pantry filed a Current Report on Form 8-K/A
(Amendment No. 1) which provided the following financial statements for the
acquisition of 100% of the outstanding capital stock of Kangaroo on
November 11, 1999:
Audited financial statements of Kangaroo as of October 31, 1999 and 1998,
and for each of the two years in the period ended October 31, 1999:
(1) Report of Independent Auditor's Report
(2) Balance Sheets
(3) Statements of Income and Retained Earnings
(4) Statements of Cash Flows
(5) Notes to Financial Statements
Unaudited pro forma financial data:
(1) Introduction to Unaudited Pro Forma Financial Data
(2) Unaudited Pro Forma Balance Sheet Data as of September 30, 1999
(3) Notes to Unaudited Pro Forma Balance Sheet Data
(4) Unaudited Pro Forma Statement of Operations Data for the Year
Ended September 30, 1999
(5) Notes to Unaudited Pro Forma Statements of Operations Data
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment No. 1 to be signed on its behalf by
the undersigned thereunto duly authorized.
THE PANTRY, INC.
Date: February 17, 2000
/s/ WILLIAM T. FLYG
By: _________________________________
William T. Flyg
Senior Vice President Finance and
Secretary
(Authorized Officer and Principal
Financial Officer)
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EXHIBIT INDEX
Exhibit No. Description of Document
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10.37 Second Amendment to Credit Agreement dated as of October 27, 1999
and entered into by and
among The Pantry, the financial institutions listed on the
signature page thereof, First Union
National Bank, as administrative agent for Lenders (as defined
therein) , Canadian Imperial Bank of Commerce, assyndication agent
for Lenders, and Bank of America, N.A. (formerly known as
NationsBank, N.A.), as documentation agent for Lenders, and, for
purposes of Section 5 thereof, the Credit Support Parties (as
defined therein) listed on the signature pages thereof.
10.38 Third Amendment to Credit Agreement dated as of November 30, 1999
and entered into by and
among The Pantry, the financial institutions listed on the
signature page thereof, First Union
National Bank, as administrative agent for Lenders, Canadian
Imperial Bank of Commerce, as
syndication agent for Lenders, and Bank of America, N.A. (formerly
known as NationsBank,
N.A.), as documentation agent for Lenders, and, for purposes of
Section 5 thereof, the Credit
Support Parties (as defined therein) listed on the signature pages
thereof.
27.1* Financial Data Schedule.
99.1* Risk Factors.
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*Previously filed.
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