Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): March 10, 2015

THE PANTRY, INC.

(Exact name of registrant as specified in its charter)



Delaware	000-25813	56-1574463
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)



305 Gregson Drive Cary, North Carolina		27511
(Address of principal executive offices)		(Zip Code)

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

N/A

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:





o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07 Submission of Matters to a Vote of Security Holders.

On March 10, 2015, The Pantry, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting” ) to consider certain proposals related to the Agreement and Plan of Merger, dated as of December 18, 2014 (the “Merger Agreement”), by and among the Company, CT-US Acquisition Corp. (“Merger Sub”) and Couche-Tard U.S. Inc. (“Parent”), which provides, subject to the satisfaction or waiver of the conditions set forth therein, that Merger Sub will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving company and a wholly owned subsidiary of Parent.

As of February 3, 2015, the record date for the Special Meeting, there were 23,504,554 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), outstanding, each of which was entitled to one vote for each proposal at the Special Meeting. At the Special Meeting, a total of 19,831,655 shares of Common Stock, representing approximately 84% of the outstanding shares entitled to vote, were present in person or by proxy, constituting a quorum to conduct business.

Proposals to be voted on by the stockholders at the Special Meeting included:


(1)	The approval and adoption of the Merger Agreement and the Merger (the “Merger Agreement Proposal”);


(2)	The approval, on an advisory (non-binding) basis, of the compensation that may become payable to the Company’s named executive officers in connection with the Merger (the “Compensation Proposal”); and


(3)	The approval of the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there were insufficient votes at the time of the Special Meeting to approve the proposal to approve the Merger Agreement (the “Adjournment Proposal”).

Each of the Merger Agreement Proposal and the Compensation Proposal was approved by the requisite vote of the Company’s stockholders. Because more than a majority of the outstanding shares voted to approve the Merger Agreement Proposal, the Adjournment Proposal was not submitted for a vote at the Special Meeting.

The final voting results for each proposal are described below. For more information on each of these proposals, see the Company’s definitive proxy statement filed with the Securities and Exchange Commission on February 4, 2015.


1.	Proposal to approve and adopt the Merger Agreement and the Merger:



For	Against	Abstain	Broker Non-Votes
19,725,407	71,442	34,806	0


2.	Proposal to approve, on an advisory (non-binding) basis, the compensation that may become payable to the Company’s named executive officers in connection with the Merger:



For	Against	Abstain	Broker Non-Votes
17,255,483	2,186,004	390,168	0

Item 8.01 Other Events.

On March 10, 2015, the Company issued a press release regarding stockholder approval of the Merger and certain related matters. The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1 Press Release dated March 10, 2015

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.

	By:		/s/ B. Clyde Preslar
			B. Clyde Preslar Senior Vice President, Chief Financial Officer

Date: March 10, 2015

EXHIBIT INDEX

Exhibit No. Description

99.1 Press Release dated March 10, 2015

THE PANTRY STOCKHOLDERS APPROVE MERGER WITH ALIMENTATION COUCHE-TARD

Cary, North Carolina - March 10, 2015 -- The Pantry, Inc. (NASDAQ: PTRY) announced that its stockholders approved the previously announced Agreement and Plan of Merger (“Merger Agreement”) with a U.S. subsidiary of Alimentation Couche-Tard Inc. at its special meeting of stockholders held today.

Based on the tabulation of the stockholder vote, approximately 99% of the total votes cast, which represents approximately 84% of the total shares outstanding as of the February 3, 2015 record date for the special meeting, were voted in favor of the merger.

Under the terms of the Merger Agreement, The Pantry’s stockholders will receive $36.75 in cash per share, without interest, at the closing of the transaction. The transaction remains subject to customary closing conditions, including the receipt of necessary governmental and regulatory approvals.

The Pantry’s stockholders also approved, on an advisory (non-binding) basis, the compensation that may become payable to The Pantry’s named executive officers in connection with the merger.

BofA Merrill Lynch is acting as exclusive financial advisor to The Pantry. Willkie Farr & Gallagher LLP and Smith Anderson are acting as legal advisors to The Pantry.

About The Pantry, Inc.

Headquartered in Cary, North Carolina, The Pantry, Inc. is a leading independently operated convenience store chain in the southeastern United States and one of the largest independently operated convenience store chains in the country. As of January 29, 2015, the Company operated 1,509 stores in thirteen states under select banners, including Kangaroo Express®, its primary operating banner. The Pantry’s stores offer a broad selection of merchandise, as well as fuel and other ancillary services designed to appeal to the convenience needs of its customers.

Safe Harbor Statement

Statements made by the Company in this press release relating to future plans, events, or financial condition or performance are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified by the use of words such as “expect,” “plan,” “anticipate,” “intend,” “outlook,” “guidance,” “believes,” “should,” “target,” “goal,” “forecast,” “will,” “may” or words of similar meaning. Forward-looking statements are likely to address matters such as the Company’s anticipated financial condition and performance, including sales, expenses, margins, tax rates, capital expenditures, profits, cash flows, liquidity and debt levels, as well as our pricing and merchandising strategies and their anticipated impact and our intentions with respect to acquisitions, the construction of new stores, including additional quick service restaurants, the remodeling of our existing stores and store closures. These forward-looking statements are based on the Company’s current plans and expectations and involve a number of risks and uncertainties that could cause actual results and events to vary materially from the results and events anticipated or implied by such forward-looking statements.

The following factors, among others, could cause actual results and events to differ materially from those expressed or implied in the forward-looking statements: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (2) the inability to satisfy the remaining conditions specified in the merger agreement, including, without limitation, the receipt of necessary governmental or regulatory approvals required to complete the transactions contemplated by the merger agreement; (3) the risk that the proposed transactions disrupt current plans and operations, increase operating costs and the potential difficulties in customer loss and employee retention as a result of the announcement and consummation of such transactions; (4) the outcome of any pending or future legal proceedings against the Company relating to the merger agreement and transactions contemplated therein; and (5) the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors.

Any number of other factors could affect actual results and events, including, without limitation; the Company’s ability to enhance its operating performance through its in-store initiatives, store remodel programs and the addition of new equipment and products to existing stores; fluctuations in domestic and global petroleum and fuel markets; realizing expected benefits from the Company’s fuel supply agreements; changes in the competitive landscape of the convenience store industry, including fuel stations and other non-traditional retailers located in the Company’s markets; the effect of national and regional economic

conditions on the convenience store industry and the Company’s markets; the global financial crisis and uncertainty in global economic conditions; wholesale cost increases of, and tax increases on, tobacco products; the effect of regional weather conditions and climate change on customer traffic and spending; legal, technological, political and scientific developments regarding climate change; financial difficulties of suppliers, including the Company’s principal suppliers of fuel and merchandise, and their ability to continue to supply its stores; the Company’s financial leverage and debt covenants; a disruption of our IT systems or a failure to protect sensitive customer, employee or vendor data; the ability of the Company to identify suitable new store sites and acquisition targets and to take advantage of expected synergies in connection with acquisitions; the actual operating results of new or acquired stores; the ability of the Company to divest non-core assets; environmental risks associated with selling petroleum products; and governmental laws and regulations, including those relating to the environment and the impact of mandated health care laws. These and other risk factors are discussed in the Company’s Annual Report on Form 10-K and in its other filings with the SEC. While the Company may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so.

(MM) (NASDAQ:PTRY)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024