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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



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FORM 10-K/A



(Amendment No. 1)



ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934



For
the fiscal year ended September 25, 2003



Commission File
Number 33-72574



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THE PANTRY, INC.

(Exact name of
registrant as specified in its charter)



|Delaware                                                       |  | 56-1574463                             
|-------------------------------------------------------------- |  | ---------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)



P.O. Box 1410

1801 Douglas Drive

Sanford, North Carolina

27331-1410

(Address of principal executive offices)



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



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Securities registered pursuant to Section 12(b) of the Act:



NONE



Securities registered pursuant to Section 12(g) of the Act:



common stock, $.01 par value



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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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form
10-K. ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ̈No x



The aggregate market value of the voting common stock held by non-affiliates of the registrant as of March 27, 2003 was $27,376,994.



As of December 9, 2003, there were issued and outstanding 19,743,615 shares
of the registrants common stock.



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The undersigned registrant hereby amends Item 1 and Item 2 of Part I, Item 5, Item 6 and Item 7 of
Part II, Item 12 and Item 13 of Part III and Item 15 of Part IV of its Annual Report on Form 10-K, filed with the Securities and Exchange Commission on December 9, 2003 for the fiscal year ended September 25, 2003, as set forth below.





THE PANTRY, INC.



INDEX TO ANNUAL REPORT ON FORM 10-K



|         |  |                                                                                                |  | Page
|-------- |  | ---------------------------------------------------------------------------------------------- |  | ----
|Part I   |  |                                                                                                |  |     
|Item 1:  |  | Business                                                                                       |  | 1   
|Item 2:  |  | Properties                                                                                     |  | 10  
|         |  |                                                                                               
|Part II  |  |                                                                                                |  |     
|Item 5:  |  | Market for Our Common Equity and Related Stockholder Matters                                   |  | 11  
|Item 6:  |  | Selected Financial Data                                                                        |  | 12  
|Item 7:  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations          |  | 15  
|         |  |                                                                                               
|Part III |  |                                                                                                |  |     
|Item 12: |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |  | 41  
|Item 13: |  | Certain Relationships and Related Transactions                                                 |  | 42  
|         |  |                                                                                               
|Part IV  |  |                                                                                                |  |     
|Item 15: |  | Exhibits, Financial Statement Schedules and Reports on Form 8-K                                |  | 47  
|         |  | Signatures                                                                                     |  | 52  





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PART I



Item
1.Business



General



We are the leading independently operated convenience store chain in the
southeastern United States and the third largest independently operated convenience store chain in the country based on store count. As of December 1, 2003, we operated 1,392 stores in ten states under several banners including The Pantry®, Kangaroo Express, Golden Gallon®, and Lil Champ Food Store®. On October 16, 2003, we acquired 138 stores operating under the Golden Gallon® banner. Our stores offer a broad selection of merchandise, gasoline and ancillary
products and services designed to appeal to the convenience needs of our customers.



Operations



The following charts set forth
revenues and gross profit, respectively, for fiscal 2003 from our merchandise and gasoline operations as well as commissions, each as a percentage of total revenues or total gross profit, respectively, for fiscal 2003:



|LOGO
|----



Merchandise
Operations.    In fiscal 2003, our merchandise sales were 36.3% of total revenues. The following table highlights certain information with respect to our merchandise sales for the last five fiscal years:



|                                                                                                                     |  | Fiscal Year Ended  |      
|-------------------------------------------------------------------------------------------------------------------- |  | ------------------ | -----
|                                                                                                                     |  | September 30, 1999 |      
|Merchandise sales (in millions)                                                                                      |  | $                  | 731.7
|Average merchandise sales per store(in thousands)                                                                    |  | $                  | 666.4
|Comparable store merchandise sales increase                                                                          |  |                    | 9.6  
|Merchandise gross margins (after purchase rebates, markdowns, inventory spoilage, inventory shrink and LIFO
reserve) |  |                    | 33.1 



The increase in
average merchandise sales per store in fiscal 2003 is primarily due to the fiscal 2003 comparable store merchandise sales increase of 2.1% and the closure of 35 underperforming stores.



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Based on merchandise purchase and sales information, we estimate category sales as a percentage of total
merchandise sales for the last five fiscal years as follows:



|                                            |  | Fiscal Year Ended  |  
|------------------------------------------- |  | ------------------ | -
|                                            |  | September 30, 1999 |  
|Tobacco products                            |  | 33.1               | %
|Beer and wine                               |  | 16.1               |  
|Packaged beverages                          |  | 14.8               |  
|Self-service fast foods and beverages       |  | 5.3                |  
|General merchandise, health and beauty care |  | 6.4                |  
|Fast food service                           |  | 3.0                |  
|Salty snacks                                |  | 4.0                |  
|Candy                                       |  | 3.8                |  
|Dairy products                              |  | 3.5                |  
|Bread and cakes                             |  | 1.8                |  
|Newspapers and magazines                    |  | 2.9                |  
|Grocery and other merchandise               |  | 5.3                |  
|                                            |  |                    |  
|Total                                       |  | 100.0              | %
|                                            |  |                    |  



As of December 1,
2003, we operated 226 quick service restaurants within 201 of our locations. In 127 of these stores, we offer products from nationally branded food franchises including Subway®, Hardees®, TCBY®, Churchs®, Dairy Queen®,
Bojangles® and Krystal®. In addition, we offer a variety of proprietary food service programs
featuring breakfast biscuits, fried chicken, deli, pizza, tacos and other hot food offerings in 99 of our locations.



We purchase over 50% of our merchandise, including most tobacco and grocery items, from a single wholesale grocer, McLane. We have a distribution services
agreement with McLane pursuant to which McLane is the primary distributor of traditional grocery products to our stores. We purchase the products at McLanes cost plus an agreed upon percentage, reduced by any promotional allowances and volume
rebates offered by manufacturers and McLane. In addition, we receive per store service allowances from McLane which are amortized over the remaining term of the agreement, which expires in October 2008. We purchase the balance of our merchandise
from a variety of other distributors under contract terms of up to four years. We do not have written contracts with a number of these vendors.



Gasoline Operations.    We purchase our gasoline from major oil companies and independent refiners. At our locations, we offer
a mix of branded and private brand gasoline based on an evaluation of local market conditions. Of the 1,365 stores that sold gasoline as of December 1, 2003, 976 (including locations operated by third parties selling under these brands) or 71.5%
were branded under the Amoco®, BP®, Chevron®, Citgo®, Shell®, Mobil®, Exxon® or Texaco® brand
names. In conjunction with our acquisition of Golden Gallon®, we added 137 gas selling locations, of which 113 sell gas under national brands. We purchase our branded gasoline and diesel fuel from major oil companies under supply agreements. The fuel is purchased at the stated
rack price, or market price, quoted at each terminal as adjusted per applicable contracts. The initial terms of these supply agreements range from three to ten years and generally contain minimum annual purchase requirements as well as provisions
for various payments to us based on volume of purchases and vendor allowances. We purchase the balance of our gasoline from a variety of independent fuel distributors. There are approximately 30 gasoline terminals in our operating areas, allowing us
to choose from more than one distribution point for most of our stores. Our inventories of gasoline (both branded and private branded) turn approximately every five days.



Gasoline supply agreements typically contain provisions relating to, among other things, payment terms, use of the
suppliers brand names, compliance with the suppliers requirements, minimum use of credit cards,



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insurance coverage, and compliance with legal and environmental requirements. As is typical in the industry, gasoline suppliers generally can terminate the
supply contracts if, among other reasons, we do not comply with a reasonable and important requirement of the relationship, we fail to make payments which are due, or the supplier withdraws from marketing activities in the area in which we operate,
and in connection with fraud, criminal misconduct, bankruptcy or insolvency involving our company. In some cases, gasoline suppliers have the right of first refusal to acquire assets used by us to sell their branded gasoline.



We have begun our brand consolidation project, which we believe will enable
us to provide a more consistent operating identity while helping us in our efforts to optimize our gasoline gallon growth and gross profit dollars. In addition, we have recently consolidated and re-negotiated our principal gasoline supply contracts,
enabling us to better leverage our purchasing power among fewer, but more significant, suppliers.





In fiscal 2003, our gasoline revenues were 62.7% of total revenues. The following table highlights certain information
regarding our gasoline operations for the last five fiscal years:



|                                                  |  | Fiscal Year Ended  |      
|------------------------------------------------- |  | ------------------ | -----
|                                                  |  | September 30, 1999 |      
|Gasoline sales (in millions)                      |  | $                  | 923.8
|Gasoline gallons sold (in millions)               |  |                    | 855.7
|Average gallons sold per store (in thousands)     |  |                    | 834.8
|Comparable store gallon growth                    |  |                    | 5.9  
|Average retail price per gallon                   |  | $                  | 1.08 
|Average gross profit per gallon                   |  | $                  | 0.123
|Locations selling gasoline                        |  |                    | 1,152
|Company-operated branded locations                |  |                    | 852  
|Company-operated private brand locations          |  |                    | 280  
|Third-party locations (branded & private branded) |  |                    | 21   
|Locations with pay-at-pump credit card readers    |  |                    | 682  
|Locations with multi-product dispensers           |  |                    | 945  



The increase in
average gallons sold per store in fiscal 2003 is primarily due to the 0.7% increase in comparable store gallon growth, the closure of 35 under performing stores and our continued efforts to re-brand or re-image our gasoline facilities. In fiscal
2003, the gasoline markets were volatile with domestic crude oil hitting a low in November 2002 of approximately $25 per barrel and highs in March 2003 of approximately $38 per barrel. Generally, we attempt to pass along wholesale gasoline cost
changes to our customers through retail price changes. However, our ability to pass along wholesale cost changes is influenced by gasoline market conditions and the retail prices offered by our competitors. We make no assurances that significant
volatility in gasoline wholesale prices will not negatively affect gasoline gross margins or demand for gasoline within our markets.



As of December 1, 2003, we owned the gasoline operations at 1,354 locations and at 11 locations had gasoline operations that were operated under
third-party arrangements. At company-operated locations, we own the gasoline storage tanks, pumping equipment and canopies, and retain 100% of the gross profit received from gasoline sales. In fiscal 2003, these locations accounted for approximately
99% of total gallons sold. Under third-party arrangements, an independent gasoline distributor owns and maintains the gasoline storage tanks and pumping equipment at the site, prices the gasoline and pays us approximately 50% of the gross profit. In
fiscal 2003, third-party locations accounted for approximately 1% of the total gallons we sold. We are phasing out third-party arrangements because our company-operated locations are more profitable.



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Commission Income.    In fiscal 2003, our commission income represented 1.0%
of our total revenue and 5.2% of our gross profit. Our commission income is derived from lottery ticket sales, money orders, car wash, public telephones, ATMs, amusement and video gaming and other ancillary product and service offerings. This
category is an important aspect of our merchandise operations because we believe it attracts new customers as well as provides additional services for existing customers. The following table highlights certain information regarding commissions and
the sources of commissions from services for the last five fiscal years:



|                                                                            |  | Fiscal Year Ended  |      
|--------------------------------------------------------------------------- |  | ------------------ | -----
|                                                                            |  | September 30, 1999 |      
|Commission revenue (in millions)                                            |  | $                  | 23.4 
|Average commission income per store (in thousands)                          |  | $                  | 21.3 
|Commission revenue by category(as a percentage of total commissionrevenue): |  |                    |      
|Lottery ticket sales                                                        |  |                    | 26.9 
|Money orders                                                                |  |                    | 13.6 
|Car washes                                                                  |  |                    | 8.0  
|ATMs                                                                        |  |                    |     
|Public telephones                                                           |  |                    | 12.3 
|Amusement and video gaming                                                  |  |                    | 28.9 
|Other                                                                       |  |                    | 10.3 
|                                                                            |  |                    |      
|Total                                                                       |  |                    | 100.0
|                                                                            |  |                    |      



Store
Locations.    As of December 1, 2003, we operated 1,392 convenience stores located primarily in growing markets, coastal/resort areas and along major interstates and highways. Approximately 40% of our total stores are
strategically located in coastal/resort areas such as Jacksonville, Orlando/Disney World, Myrtle Beach, Charleston, St. Augustine, Hilton Head and Gulfport/Biloxi that attract a large number of tourists who we believe value convenience shopping.
Additionally, approximately 18% of our total stores are situated along major interstates and highways which benefit from high traffic counts and customers seeking convenient fueling locations, including some stores in coastal or resort areas.
Almost all of our stores are freestanding structures averaging approximately 2,400 square feet and provide ample customer parking. The following table shows the geographic distribution by state of our stores for each of the last five fiscal years
and as of December 1, 2003:



|               |  | Number of Stores as of Fiscal Year End |  | Number ofStores atDecember 1, 2003 |  | Percentage of TotalStores at December 1, 2003 | 
|-------------- |  | -------------------------------------- |  | ---------------------------------- |  | --------------------------------------------- | 
|State          |  | September 30, 1999                     |  | September 28, 2000                 |  | September 27, 2001                            | 
|Florida        |  | 533                                    |  | 517                                |  | 505                                           | 
|North Carolina |  | 336                                    |  | 343                                |  | 341                                           | 
|South Carolina |  | 232                                    |  | 251                                |  | 254                                           | 
|Georgia        |  | 12                                     |  | 57                                 |  | 57                                            | 
|Tennessee      |  | 19                                     |  | 15                                 |  | 14                                            | 
|Mississippi    |  |                                       |  | 37                                 |  | 56                                            | 
|Kentucky       |  | 45                                     |  | 45                                 |  | 42                                            | 
|Virginia       |  | 18                                     |  | 30                                 |  | 31                                            | 
|Indiana        |  | 20                                     |  | 18                                 |  | 16                                            | 
|Louisiana      |  |                                       |  |                                   |  | 8                                             | 
|               |  |                                        |  |                                    |  |                                               | 
|Total          |  | 1,215                                  |  | 1,313                              |  | 1,324                                         | 
|               |  |                                        |  |                                    |  |                                               | 



New
Stores.    In opening new stores in recent years, we have focused on selecting store sites on highly traveled roads in coastal/resort and suburban markets or near highway exit and entrance ramps that provide



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convenient access to the store location. In selecting sites for new stores, we use an evaluation process designed to enhance our return on investment. This
process focuses on market area demographics, population density, traffic volume, visibility, ingress and egress and economic development in the market area. We also review the location of competitive stores and customer activity at those stores.



Acquisitions.    We focus on
selectively acquiring chains within and contiguous to our existing market areas. In evaluating potential acquisition candidates, we consider a number of factors, including strategic fit, desirability of location, price and our ability to improve the
productivity and profitability of a location through the implementation of our operating strategy. During fiscal 2003, we acquired two locations in South Carolina and one location in North Carolina. On October 16, 2003, we acquired 138 convenience
stores operating under the Golden Gallon® banner
from Ahold, USA, Inc., consisting of 90 stores in Tennessee and 48 stores in northwest Georgia.



Store Closures.    We continually evaluate the performance of each of our stores to determine whether any particular store
should be closed or sold based on profitability trends and our market presence in the surrounding area. Although closing or selling underperforming stores reduces revenues, our operating results typically improve as these stores are generally
unprofitable. The following table summarizes our activities related to acquisitions, store openings and store closures during the last five fiscal years and for the period between September 25, 2003 and December 1, 2003:



|                                        |  | Fiscal Year Ending |   |  | Between September 25,2003 and December 1,2003 |  
|--------------------------------------- |  | ------------------ | - |  | --------------------------------------------- | -
|                                        |  | September 30, 1999 |   |  | September 28, 2000                            |  
|Number of stores at beginning of period |  | 954                |   |  | 1,215                                         |  
|Acquired or opened                      |  | 300                |   |  | 145                                           |  
|Closed or sold                          |  | (39                | ) |  | (47                                           | )
|                                        |  |                    |   |  |                                               |  
|Number of stores at end of period       |  | 1,215              |   |  | 1,313                                         |  
|                                        |  |                    |   |  |                                               |  



Improvement of
Store Facilities and Equipment.    During fiscal 2003 and fiscal 2002, we upgraded the facilities and equipment, including gasoline equipment, at many of our existing and acquired store locations. These upgrades cost
approximately $15.6 million in fiscal 2003 and $17.6 million in fiscal 2002. This store renovation program is an integral part of our operating strategy. We continually evaluate the performance of individual stores and periodically upgrade
store facilities and equipment based on sales volumes, the lease term for leased locations and managements assessment of the potential return on investment. Typically, re-modeling for stores include improvements to:



| |  |  | interior fixtures and updated equipment for self-service food and beverages;
| | - |  | ----------------------------------------------------------------------------



| |  |  | interior lighting;
| | - |  | ------------------



| |  |  | in-store restrooms for customers; and
| | - |  | -------------------------------------



| |  |  | exterior painting, lighting and signage.
| | - |  | ----------------------------------------



The upgrading program for our gasoline operations includes:



| |  |  | the addition of automated gasoline dispensing and payment systems, such as multi-product dispensers and pay-at-the-pump credit card readers;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | upgrades and replacements of canopy fixtures and lighting; and
| | - |  | --------------------------------------------------------------



| |  |  | the installation of underground storage tank leak detection and other equipment in accordance with applicable Environmental Protection Agency, or EPA, regulations.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



For further discussion of the EPA and other
environmental regulations, see Government Regulation and Environmental Matters.



Store Operations.    Each convenience store is staffed with a manager, an assistant manager and sales associates who work
various shifts to enable most stores to remain open 24 hours a day, seven days a week. Our field operations organization is comprised of a network of regional, divisional and district managers who, with our corporate management, evaluate store
operations. District managers typically oversee eight to ten stores. We also monitor store conditions, maintenance and customer service through a regular store visitation program by district and regional management.



Competition



The convenience store and retail gasoline industries are highly competitive. We compete with numerous other convenience
stores, supermarkets, drug stores, discount clubs, gasoline service stations, fast food operations and other similar retail outlets. The performance of individual stores can be affected by changes in traffic patterns and the type, number and
location of competing stores. Principal competitive factors include, among others, location, ease of access, gasoline brands, pricing, product and service selections, customer service, store appearance, cleanliness and safety. We believe that our
modernized store base, strategic mix of locations, gasoline offerings and use of competitive market data, including our Gasoline Pricing System which helps us optimize competitive gasoline pricing, combined with our managements expertise
provides us with competitive advantages and allows us to effectively react to changes in the competitive environment.



Technology and Store Automation



We invest a portion of our capital spending on technology-based initiatives to improve organizational efficiency, track and influence operational
performance and provide management with enhanced decision support tools. Our Retail Automation System initiatives have been the building blocks to support our rapid growth, enhancing our ability to transform detailed transaction data into useful
operational, marketing and financial information and support synergies throughout the Company.



Over the last several fiscal years, including fiscal year 2003, we have invested capital and resources to:



| |  |  | enhance our systems infrastructure to support anticipated and continued acquisitions and related growth and improve the delivery and reliability of enhanced applications;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | reduce the number and standardize the point-of-sale vendors throughout the entire retail network;
| | - |  | -------------------------------------------------------------------------------------------------



| |  |  | upgrade and expand the use of an industry-specific general ledger and retail automation software designed to improve internal cash and inventory controls and increase the
transaction level data collected;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | implement an electronic price book for each store in our network which supports point-of-sale scanning, item level receiving and electronic invoicing; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | develop, enhance and utilize package applications to improve store level gasoline pricing, gasoline and merchandise inventory management and enhance decision support tools.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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During fiscal 2003, we continued to invest in programs and system upgrades targeted to improve store
level gasoline pricing and merchandise inventory management, along with new decision support and training tools. These systems include:



| |  |  | Gasoline Pricing Systeman internally developed price optimization program that has been further enhanced to leverage current competitive and historical price and sales data to
optimize pricing to meet sales, volume and margin objectives.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | TelaFuela gasoline inventory management tool developed by TelaPoint, Inc., which allows us to coordinate fuel inventory management with our gasoline hauling vendors and has helped control and reduce average inventory
levels and, thus, improve working capital.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Point-of-Sale Integration and ScanningAt fiscal year end, 33% of our stores were scanning and polling sales and other reporting data. The data that this system provides is
used by our marketing department to facilitate sales analyses and recognition of market and customer trends.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | FocalPointDeveloped and enhanced for our needs by our Retail Automation System partner, PDI, FocalPoint is a web-based decision support tool fully integrated with their other
store and back office software products. This system established the infrastructure necessary to build a comprehensive data warehouse. The data that this system provides is used to further enhance the decision-making tools that our marketing,
operations and other support departments use to access promotional analysis and comparison reports; to know what is selling and what is not; and to analyze and make decisions based on up-to-date historic trends and explore corporate data.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Computer Based TrainingThe planning and development of a more comprehensive computer-based training, or CBT, program was initiated toward the end of the fiscal year. This new
system will be rolled out to all stores, enhancing our current CBT implementation in our Florida stores, and will provide up-to-date training for new hires and additional management control.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We will continue to evaluate and invest in strategic technology-based
initiatives to improve our operating efficiency, strengthen internal controls and reporting systems, enhance our financial performance and promote our long-term strategic objectives.



Trade Names, Service Marks and Trademarks



We have registered, acquired the registration of, applied for the registration of and claim ownership of a variety of trade names, service marks and
trademarks for use in our business, including The Pantry®, Worth®, Golden
Gallon®, Bean Street Coffee Company®, Big Chill®, Celeste®, The Chill ZoneSM, Lil Champ Food Store®, Handy Way®, Quick
StopSM, Kangaroo®, Kangaroo ExpressSM, Fast Lane®, Big KSM, Mini MartSM, DepotSM, Food Chief®, Express StopSM, SprintSMand Smokers ExpressSM. We are not aware of any facts which would negatively impact our continuing use of any of the above trade names, service marks or trademarks.



Government Regulation and Environmental Matters



Many aspects of our operations are subject to regulation under federal, state
and local laws. A violation or change of these laws could have a material adverse effect on our business, financial condition and results of operations. We describe below the most significant of the regulations that impact all aspects of our
operations.



Storage and Sale of
Gasoline.    We are subject to various federal, state and local environmental laws. We make financial expenditures in order to comply with regulations governing underground storage tanks adopted by federal, state and local
regulatory agencies. In particular, at the federal level, the Resource Conservation and Recovery Act of 1976, as amended, requires the EPA to establish a comprehensive regulatory program for the detection, prevention and cleanup of leaking
underground storage tanks.



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Federal and state regulations require us to provide and maintain evidence that we are taking financial
responsibility for corrective action and compensating third parties in the event of a release from our underground storage tank systems. In order to comply with these requirements, as of December 1, 2003, we maintain letters of credit in the
aggregate amount of approximately $1.1 million in favor of state environmental agencies in North Carolina, South Carolina, Virginia, Georgia, Indiana, Tennessee, Kentucky and Louisiana. We also rely on reimbursements from applicable state trust
funds. In Florida, we meet our financial responsibility requirements by state trust fund coverage through December 31, 1998 and meet such requirements thereafter through private commercial liability insurance. In Georgia, we meet our financial
responsibility requirements by state trust fund coverage through December 29, 1999 and meet such requirements thereafter through private commercial liability insurance and a letter of credit. In Mississippi, we meet our financial responsibility
requirements through coverage under the state trust fund.



Regulations enacted by the EPA in 1988 established requirements for:



| |  |  | installing underground storage tank systems;
| | - |  | --------------------------------------------



| |  |  | upgrading underground storage tank systems;
| | - |  | -------------------------------------------



| |  |  | taking corrective action in response to releases;
| | - |  | -------------------------------------------------



| |  |  | closing underground storage tank systems;
| | - |  | -----------------------------------------



| |  |  | keeping appropriate records; and
| | - |  | --------------------------------



| |  |  | maintaining evidence of financial responsibility for taking corrective action and compensating third parties for bodily injury and property damage resulting from releases.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



These regulations permit states to develop,
administer and enforce their own regulatory programs, incorporating requirements which are at least as stringent as the federal standards. In 1998, Florida developed their own regulatory program, which incorporated requirements more stringent than
the 1988 EPA regulations. We believe our facilities in Florida meet or exceed those regulations developed by the State of Florida in 1998. We believe all company-owned underground storage tank systems are in material compliance with these 1988 EPA
regulations and all applicable state environmental regulations.



State Trust Funds.    All states in which we operate or have operated underground storage tank systems have established trust funds for the sharing, recovering and reimbursing of certain cleanup costs and
liabilities incurred as a result of releases from underground storage tank systems. These trust funds, which essentially provide insurance coverage for the cleanup of environmental damages caused by the operation of underground storage tank systems,
are funded by an underground storage tank registration fee and a tax on the wholesale purchase of motor fuels within each state. We have paid underground storage tank registration fees and gasoline taxes to each state where we operate to participate
in these trust fund programs. We have filed claims and received reimbursements in North Carolina, South Carolina, Kentucky, Indiana, Georgia, Florida, Tennessee, Mississippi and Virginia. The coverage afforded by each state fund varies but generally
provides up to $1.0 million per site or occurrence for the cleanup of environmental contamination, and most provide coverage for third-party liabilities. Costs for which we do not receive reimbursement include:



| |  |  | the per-site deductible;
| | - |  | ------------------------



| |  |  | costs incurred in connection with releases occurring or reported to trust funds prior to their inception;
| | - |  | ---------------------------------------------------------------------------------------------------------



| |  |  | removal and disposal of underground storage tank systems; and
| | - |  | -------------------------------------------------------------



| |  |  | costs incurred in connection with sites otherwise ineligible for reimbursement from the trust funds.
| | - |  | ----------------------------------------------------------------------------------------------------



The trust funds generally require us to pay deductibles ranging from $5 thousand to $150 thousand per occurrence depending
on the upgrade status of our underground storage tank system, the date the release is



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discovered and/or reported and the type of cost for which reimbursement is sought. The Florida trust fund will not cover releases first reported after
December 31, 1998. We obtained private insurance coverage for remediation and third-party claims arising out of releases reported after December 31, 1998. We believe that this coverage exceeds federal and Florida financial responsibility
regulations. In Georgia, we opted not to participate in the state trust fund effective December 30, 1999. We obtained private insurance coverage for remediation and third party claims arising out of releases reported after December 29, 1999. We
believe that this coverage exceeds federal and Georgia financial responsibility regulations.



Environmental Reserves.    Environmental reserves of $13.8 million and $13.3 million as of September 25, 2003 and September 26, 2002, respectively, represent our estimates for future
expenditures for remediation, tank removal and litigation associated with 236 and 240 known contaminated sites, respectively, as a result of releases (e.g., overfills, spills and underground storage tank releases) and are based on current
regulations, historical results and certain other factors. We estimate that approximately $12.5 million of our environmental obligations will be funded by state trust funds and third party insurance. Our environmental reserve, dated as of September
25, 2003, does not include the 31 Golden Gallon® sites that were known to be contaminated at the time of our October 2003 acquisition of Golden Gallon®. State trust funds, insurers or other third parties are responsible for the costs of remediation at all 31 Golden Gallon® sites. Also, as of September 25, 2003 and September 26, 2002, there were an
additional 487 and 470 sites, respectively, that are known to be contaminated sites that are being remediated by third parties, and therefore, the costs to remediate such sites are not included in our environmental reserve. To the extent third
parties do not pay for remediation as we anticipate, we will be obligated to make such payments. This could materially adversely affect our financial condition, results of operations and cash flows. Reimbursements from state trust funds will be
dependent upon the continued maintenance and continued solvency of the various funds.



Several of the locations identified as contaminated are being remediated by third parties who have indemnified us as to responsibility for cleanup matters. Additionally, we are awaiting closure notices on several
other locations which will release us from responsibility related to known contamination at those sites. These sites continue to be included in our environmental reserve until a final closure notice is received.



Sale of Alcoholic Beverages.    In certain areas
where stores are located, state or local laws limit the hours of operation for the sale of alcoholic beverages. State and local regulatory agencies have the authority to approve, revoke, suspend or deny applications for and renewals of permits and
licenses relating to the sale of alcoholic beverages. These agencies may also impose various restrictions and sanctions. In many states, retailers of alcoholic beverages have been held responsible for damages caused by intoxicated individuals who
purchased alcoholic beverages from them. While the potential exposure for damage claims as a seller of alcoholic beverages is substantial, we have adopted procedures intended to minimize such exposure. In addition, we maintain general liability
insurance which may mitigate the effect of any liability.



Store Operations.    Our stores are subject to regulation by federal agencies and to licensing and regulations by state and local health, sanitation, safety, fire and other departments relating to the development
and operation of convenience stores, including regulations relating to zoning and building requirements and the preparation and sale of food. Difficulties in obtaining or failures to obtain the required licenses or approvals could delay or prevent
the development of a new store in a particular area.



Our
operations are also subject to federal and state laws governing such matters as wage rates, overtime, working conditions and citizenship requirements. At the federal level, there are proposals under consideration from time to time to increase
minimum wage rates and to introduce a system of mandated health insurance which could affect our results of operations.



Employees



As of December 1, 2003, we employed approximately 8,386 full-time and 1,470 part-time employees. Fewer part-time employees are employed during the winter
months than during the peak spring and summer



9



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##### Table of Contents

seasons. Approximately 9,316 of our employees are employed in our stores and 540 are corporate and field management personnel. None of our employees are
represented by unions. We consider our employee relations to be good.



Item 2.    
Properties



As of December 1,
2003, we own the real property at 373 of our stores and lease the real property at 1,019 stores. Management believes that none of these leases is individually material. Most of these leases are net leases requiring us to pay all costs related to the
property, including taxes, insurance and maintenance costs. The aggregate rent paid for fiscal 2003 was $56.3 million. The following table lists the expiration dates of our leases, including renewal options:



|Lease Expiration    |  | Number ofStores
|------------------- |  | ---------------
|2003-2005           |  | 27             
|2006-2010           |  | 93             
|2011-2015           |  | 101            
|2016-2020           |  | 71             
|2021-2025           |  | 119            
|2026-2030           |  | 92             
|2031-2035           |  | 267            
|2036 and thereafter |  | 249            



Management anticipates
that it will be able to negotiate acceptable extensions of the leases that expire for those locations that we intend to continue operating. Beyond payment of our contractual lease obligations through the end of the term, early termination of these
leases would result in minimal, if any, penalty to us.



When
appropriate, we have chosen to sell and then lease back properties. Factors leading to this decision include alternative desires for use of cash, beneficial taxation, minimization of the risks associated with owning the property (especially changes
in valuation due to population shifts, urbanization and/or proximity to high volume streets) and the economic terms of such sales-leaseback transactions.



We own our corporate headquarters, a three story, 51,000 square foot office building in Sanford, North Carolina and lease our corporate annex buildings in
Jacksonville, Florida and Sanford, North Carolina. Management believes that our headquarters are adequate for our present and foreseeable needs.



10



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##### Table of Contents

PART II



Item 5.    Market for Our Common Equity and Related Stockholder Matters



(a) Market InformationOur common stock, $.01 par value, represents our only voting securities. There are 19,743,615 shares of common stock issued
and outstanding as of December 9, 2003. Our common stock is traded on the Nasdaq National Market under the symbol PTRY. The following table sets forth for each fiscal quarter the high and low sale prices per share of our common stock
over the last two fiscal years as reported on the Nasdaq National Market through September 25, 2003, based on published financial sources.



|        |  | 2003 |       | 2002
|------- |  | ---- | ----- | ----
|Quarter |  | High |       | Low 
|First   |  | $    | 4.32  |     
|Second  |  | $    | 5.05  |     
|Third   |  | $    | 9.45  |     
|Fourth  |  | $    | 11.25 |     



(b) HoldersAs of
December 9, 2003, there were approximately 45 holders of record of our common stock. This number does not include beneficial owners of our common stock whose stock is held in nominee or street name accounts through brokers.



(c) DividendsDuring the last two fiscal years, we have not paid any
cash dividends on our common stock, and we do not expect to pay cash dividends on our common stock for the foreseeable future. We intend to retain earnings to support operations, to reduce debt and to finance expansion. The payment of cash dividends
in the future will depend upon our ability to remove certain loan restrictions and other factors such as our earnings, operations, capital requirements, financial condition and other factors deemed relevant by our board of directors. The payment of
any cash dividends is prohibited under restrictions contained in the indenture relating to our senior subordinated notes and our senior credit facility. See Item 7. Managements Discussion and Analysis of Financial Condition and Results
of OperationsLiquidity and Capital Resources and Item 8. Consolidated Financial Statements and Supplementary DataNotes to Consolidated Financial StatementsNote 5Long-Term Debt.



11



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##### Table of Contents

Item 6.    Selected Financial Data



The following table sets forth our historical consolidated financial data and store operating information for the periods indicated. The selected historical annual consolidated statement of operations and balance
sheet data as of and for each of the five fiscal years ended September 1999, 2000, 2001, 2002 and 2003 are derived from, and are qualified in their entirety by, our consolidated financial statements. Historical results are not necessarily indicative
of the results to be expected in the future. You should read the following data together with Item 1. Business, Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations, and our
consolidated financial statements and the related notes appearing in Item 8. In the following table, dollars are in millions, except per share, per store and per gallon data and as otherwise indicated.



|                                                               |  | Fiscal Year Ended  |        
|-------------------------------------------------------------- |  | ------------------ | -------
|                                                               |  | September 30, 1999 |        
|Statement of Operations Data:                                  |  |                    |        
|Revenues:                                                      |  |                    |        
|Merchandise revenue                                            |  | $                  | 731.7  
|Gasoline revenue                                               |  |                    | 923.8  
|Commission income                                              |  |                    | 23.4   
|                                                               |  |                    |        
|Total revenues                                                 |  |                    | 1,678.9
|Gross profit:                                                  |  |                    |        
|Merchandise gross profit                                       |  |                    | 242.4  
|Gasoline gross profit                                          |  |                    | 105.0  
|Commission income(a)                                           |  |                    | 23.4   
|                                                               |  |                    |        
|Total gross profit                                             |  |                    | 370.8  
|                                                               |  |                    |        
|Operating, general and administrative expenses                 |  |                    | 268.8  
|Restructuring and other charges                                |  |                    |       
|Depreciation and amortization(d)                               |  |                    | 42.8   
|Income from operations                                         |  |                    | 59.3   
|Interest expense                                               |  |                    | 41.3   
|Income (loss) before cumulative effect adjustment              |  |                    | 10.4   
|Cumulative effect adjustment, net of tax                       |  |                    |       
|                                                               |  |                    |        
|Net income (loss)                                              |  |                    | 10.4   
|Net income (loss) applicable to common shareholders(g)         |  | $                  | 6.2    
|Earnings (loss) per share before cumulative effect adjustment: |  |                    |        
|Basic                                                          |  | $                  | 0.45   
|Diluted                                                        |  | $                  | 0.41   
|Earnings (loss) per share:                                     |  |                    |        
|Basic                                                          |  | $                  | 0.45   
|Diluted                                                        |  | $                  | 0.41   
|Weighted-average shares outstanding:                           |  |                    |        
|Basic                                                          |  |                    | 13,768 
|Diluted                                                        |  |                    | 15,076 
|Dividends paid on common stock                                 |  |                    |       
|Other Financial Data:                                          |  |                    |        
|EBITDA(h)                                                      |  | $                  | 108.8  
|Cash provided by (used in):                                    |  |                    |        
|Operating activities                                           |  | $                  | 68.6   
|Investing activities(i)                                        |  |                    | (228.9 
|Financing activities                                           |  |                    | 157.1  
|Gross capital expenditures(k)                                  |  |                    | 47.4   
|Capital expenditures, net(l)                                   |  |                    | 30.1   
|Store Operating Data:                                          |  |                    |        
|Number of stores (end of period)                               |  |                    | 1,215  
|Average sales per store:                                       |  |                    |        
|Merchandise revenue (in thousands)                             |  | $                  | 666.4  
|Gasoline gallons (in thousands)                                |  |                    | 834.8  
|Comparable store sales(m):                                     |  |                    |        
|Merchandise                                                    |  |                    | 9.6    
|Gasoline gallons                                               |  |                    | 5.9    
|Operating Data:                                                |  |                    |        
|Merchandise gross margin                                       |  |                    | 33.1   
|Gasoline gallons sold (in millions)                            |  |                    | 855.7  
|Average retail gasoline price per gallon                       |  | $                  | 1.08   
|Average gasoline gross profit per gallon                       |  | $                  | 0.123  
|Balance Sheet Data (end of period):                            |  |                    |        
|Cash and cash equivalents                                      |  | $                  | 31.2   
|Working capital (deficiency)                                   |  |                    | (20.4  
|Total assets                                                   |  |                    | 793.7  
|Total debt and capital lease obligations                       |  |                    | 455.6  
|Shareholders equity                                           |  |                    | 104.2  



(footnotes on
following page)



12



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##### Table of Contents

---

|(a) | We consider commission income to represent our commission gross profit, since unlike merchandise revenue and gasoline revenue there are no associated costs related to commission
income received.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | On January 28, 1999, we recognized an extraordinary loss of approximately $5.9 million in connection with the repurchase of the senior notes. This loss was previously classified as
an extraordinary loss. In accordance with Statement of Financial Accounting Standards, or SFAS, No. 145, Rescission of FASB Statement No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections,we have reclassified this
loss to operating, general and administrative expenses.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



On April 14, 2003, we entered into a new senior secured credit facility. In connection with the refinancing, we recorded a non-cash charge of approximately $2.9 million related to the write-off of deferred financing
costs associated with the previous credit facility.

|(c) | During fiscal 2001, we recorded restructuring and other charges of $4.8 million pursuant to a formal plan to centralize administrative functions.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------

|(d) | During fiscal 2002, we adopted the provisions of SFAS No. 142, Goodwill and Other Intangible Assets, or SFAS No. 142, which eliminated the amortization of goodwill. Goodwill
amortization expense was $5.8 million, $3.4 million and $3.1 million for the fiscal years ended September 27, 2001, September 28, 2000 and September 30, 1999, respectively.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(e) | Effective March 28, 2003, we accelerated the depreciation on certain assets related to our gasoline and store branding. These changes were the result of our gasoline brand
consolidation project which will result in either updating or changing the image of the majority of our stores within the next two years. Accordingly, we reassessed the remaining useful lives of these assets based on our plans and recorded an
increase in depreciation expense of $3.4 million.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(f) | Effective September 27, 2002, we adopted the provisions of SFAS No. 143, Accounting for Asset Retirement Obligations, or SFAS No. 143, and, as a result, we recognize the
future cost to remove an underground storage tank over the estimated useful life of the storage tank in accordance with SFAS No. 143. A liability for the fair value of an asset retirement obligation with a corresponding increase to the carrying
value of the related long-lived asset is recorded at the time an underground storage tank is installed. We will amortize the amount added to property and equipment and recognize accretion expense in connection with the discounted liability over the
remaining life of the respective underground storage tanks. Upon adoption, we recorded a discounted liability of $8.4 million, which is included in other noncurrent liabilities, increased net property and equipment by $2.7 million and recognized a
one-time cumulative effect adjustment of $3.5 million (net of deferred tax benefit of $2.2 million).
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(g) | Net income (loss) applicable to common shareholders represents net income (loss) adjusted for our preferred stock dividend requirements and any redemption of preferred stock in
excess of the carrying amount. Our previously outstanding Series B preferred stock was redeemed during our 1999 fiscal year.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(h) | EBITDA is defined by us as net income before interest expense, income taxes, depreciation and amortization and cumulative effect of change in accounting principle. EBITDA is not a
measure of performance under accounting principles generally accepted in the United States of America, and should not be considered as a substitute for net income, cash flows from operating activities and other income or cash flow statement data. We
have included information concerning EBITDA as one measure of our cash flow and historical ability to service debt and because we believe investors find this information useful because it reflects the resources available for strategic opportunities
including, among others, to invest in the business, make strategic acquisitions and to service debt. EBITDA as defined by us may not be comparable to similarly titled measures reported by other companies.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



(footnotes continued on following page)



13



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##### Table of Contents

The following table contains a reconciliation of EBITDA to net cash provided by operating activities and
cash flows from investing and financing activities (amounts in thousands):



|                                                                                                                                                                                                                       |  | Fiscal Year Ended  |         
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | --------
|                                                                                                                                                                                                                       |  | September 30, 1999 |         
|EBITDA                                                                                                                                                                                                                 |  | $                  | 108,828 
|Interest expense                                                                                                                                                                                                       |  |                    | (41,280 
|Adjustments to reconcile net loss to net cash provided by operating activities (other than depreciation and amortization,
provision for deferred income taxes and cumulative effect of change in accounting principle) |  |                    | 2,749   
|Changes in operating assets and liabilities, net:                                                                                                                                                                      |  |                    |         
|Assets                                                                                                                                                                                                                 |  |                    | (3,261  
|Liabilities                                                                                                                                                                                                            |  |                    | 1,531   
|                                                                                                                                                                                                                       |  |                    |         
|Net cash provided by operating activities                                                                                                                                                                              |  | $                  | 68,567  
|Net cash used in investing activities                                                                                                                                                                                  |  | $                  | (228,918
|Net cash (used in) provided by financing activities                                                                                                                                                                    |  | $                  | 157,104 



|(i) | Investing activities include expenditures for acquisitions.
|--- | -----------------------------------------------------------

|(j) | On June 8, 1999, we offered and sold 6,250,000 shares of our common stock in our initial public offering. The initial offering price was $13.00 per share and we received $75.6
million in proceeds, before expenses.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(k) | Purchases of assets to be held for sale are excluded from these amounts.
|--- | ------------------------------------------------------------------------

|(l) | Net capital expenditures include vendor reimbursements for capital improvements and proceeds from asset dispositions and sale-leaseback transactions.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------

|(m) | The stores included in calculating comparable store sales growth are existing or replacement stores, which were in operation during the entire comparable period of both fiscal
years. Remodeling, physical expansion or changes in store square footage are not considered when computing comparable store sales growth.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

Item 7.    Managements Discussion and Analysis of Financial Condition and Results of Operations



This discussion and analysis of our financial condition and results of operations should be read in conjunction with Item 6. Selected Financial
Data and our consolidated financial statements and the related notes appearing elsewhere in this report.



Safe Harbor Discussion



This report, including without limitation, our discussion and analysis of our financial condition and results of operations, contains statements that we believe are forward-looking statements under the meaning of the Private
Securities Litigation Reform Act of 1995 and are intended to enjoy protection of the safe harbor for forward-looking statements provided by that Act. These forward-looking statements generally can be identified by use of phrases such as
believe, plan, expect, anticipate, intend, forecast or other similar words or phrases. Descriptions of our objectives, goals, targets, plans, strategies, costs and burdens of
environmental remediation, anticipated capital expenditures, anticipated gasoline suppliers and percentages of our requirements to be supplied by particular companies, anticipated store banners and percentages of our stores that we believe will
operate under particular banners, expected cost savings and benefits and anticipated synergies from the Golden Gallon® acquisition, anticipated costs of re-branding our stores, anticipated sharing of costs of conversion with our gasoline suppliers, and expectations
regarding re-modeling, re-branding, re-imaging or otherwise converting our stores are also forward-looking statements. These forward-looking statements are based on our 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, including:



| |  |  | Competitive pressures from convenience stores, gasoline stations and other non-traditional retailers located in our markets;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



| |  |  | Changes in economic conditions generally and in the markets we serve;
| | - |  | ---------------------------------------------------------------------



| |  |  | Unfavorable weather conditions;
| | - |  | -------------------------------



| |  |  | Political conditions in crude oil producing regions, including South America and the Middle East;
| | - |  | -------------------------------------------------------------------------------------------------



| |  |  | Volatility in crude oil and wholesale petroleum costs;
| | - |  | ------------------------------------------------------



| |  |  | Wholesale cost increases of tobacco products;
| | - |  | ---------------------------------------------



| |  |  | Consumer behavior, travel and tourism trends;
| | - |  | ---------------------------------------------



| |  |  | Changes in state and federal environmental and other regulations;
| | - |  | -----------------------------------------------------------------



| |  |  | Dependence on one principal supplier for merchandise and two principal suppliers for gasoline;
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | Financial leverage and debt covenants;
| | - |  | --------------------------------------



| |  |  | Changes in the credit ratings assigned to our debt securities, credit facilities and trade credit;
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | Inability to identify, acquire and integrate new stores;
| | - |  | --------------------------------------------------------



| |  |  | The interests of our largest stockholder;
| | - |  | -----------------------------------------



| |  |  | Dependence on senior management;
| | - |  | --------------------------------



| |  |  | Acts of war and terrorism; and
| | - |  | ------------------------------



| |  |  | Other unforeseen factors.
| | - |  | -------------------------



For a discussion of these and other risks and uncertainties, please refer to Risk Factors beginning on page 33. The list of factors
that could affect future performance and the accuracy of forward-looking statements is illustrative but by no means exhaustive. Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty. The
forward-looking statements included in this report are based on, and include, our estimates as of January 6, 2004. We anticipate that subsequent events and market developments will cause our estimates to change. However, while we may elect to
update these forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, even if new information becomes available in the future.



15



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##### Table of Contents

This discussion and analysis of our financial condition and results of operations should be read in
conjunction with our Item 6. Selected Financial Data and our consolidated financial statements and the related notes appearing elsewhere in this report.



Introduction



We are the leading independently operated convenience store chain in the southeastern United States and the third largest independently operated
convenience store chain in the country based on store count with 1,392 stores in ten states as of December 1, 2003. Our stores offer a broad selection of merchandise, gasoline and ancillary products and services designed to appeal to the convenience
needs of our customers. Our strategy is to continue to improve upon our position as the leading independently operated convenience store chain in the southeastern United States by generating profitable growth through merchandising initiatives,
sophisticated management of our gasoline business, upgrading our stores, leveraging our geographic economies of scale, benefiting from the favorable demographics of our markets and continuing to selectively pursue opportunistic acquisitions.



During fiscal 2003, we focused on several initiatives we
believe will continue to help maximize the performance of our existing store network and position our company for continued improvement in financial results.



In the merchandise segment, we completed our store reset program, which we began during fiscal 2002, introduced our Candy LaneSMaisle and began the conversion of many of our store banners to Kangaroo  ExpressSM. We also rolled out our Celeste®
private label beverage line and Deli Express®
sandwich program to all locations. We believe these initiatives have improved our gross margin and contributed to a 2.1% increase in comparable store merchandise revenue for fiscal 2003, despite unusually wet weather throughout the Southeast and
significant retail price deflation in our cigarette category.



In the gasoline segment, we began our brand consolidation project, which we believe will enable us to provide a more consistent operating identity while helping us in our efforts to maximize our gasoline gallon growth and gross profit
dollars. To date, we have completed the gasoline conversions and/or image upgrades related to the branding and supply agreements at a total of 240 locations, including 106 stores to BP®/Amoco®, 55 stores to Citgo® and 79 stores to our Kangaroo® private brand format. All of these stores have also been converted to Kangaroo ExpressSMbranding for their merchandise operations. Over the two year conversion period, we anticipate that a total of approximately 1,000 stores will be converted or
re-imaged to Kangaroo ExpressSMon the merchandise side and converted and/or re-imaged to BP®/Amoco®, Citgo® or Kangaroo® on the gasoline side.



During the third quarter of fiscal 2003, we completed a $356 million refinancing of our senior secured credit facility. This refinancing provided us
greater liquidity and flexibility through a $7.0 million increase in the revolving credit facility to a total of $52.0 million and a $118 million reduction of scheduled principal payments through fiscal 2005. Subsequent to September 25, 2003, we
entered into amendments to our senior credit facility to increase the borrowings under the first lien term loan by $80.0 million and to increase the revolving credit facility to $56.0 million.



During fiscal 2003, we closed 35 underperforming locations. Historically, the
stores we close are underperforming in terms of volume and profitability, and, generally, we benefit from closing the locations by reducing direct overhead expenses and eliminating certain fixed costs.



On October 16, 2003, we completed the acquisition of 138 convenience stores
operating under the Golden Gallon® banner from
Ahold, USA, Inc. This acquisition included 90 stores in Tennessee and 48 stores in northwest Georgia and enhances our strong regional presence, increasing our store count to 1,392 stores as of December 1, 2003. The aggregate purchase
price was $187 million. The acquisition included (1) the purchase of certain real estate assets (114 fee-owned stores), financed through a $94.5 million sale-leaseback transaction and (2) the purchase of the Golden Gallon® operations and the balance of the real estate assets (17 fee-owned stores,
corporate headquarters building and certain undeveloped properties) for approximately $92.5 million in cash, financed with $12.5 million of existing cash and $80 million of debt through borrowings under our amended senior secured credit facility.
The acquired assets also included a dairy plant and related assets and a fuel hauling operation, which we subsequently sold to two of our existing suppliers.



16



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##### Table of Contents

Results of Operations



The following table presents for the periods indicated selected items in the consolidated statements of income as a percentage of our total revenue:



|                                                  |  | Fiscal Year Ended |  
|------------------------------------------------- |  | ----------------- | -
|                                                  |  | September 27,2001 |  
|Total revenue                                     |  | 100.0             | %
|Gasoline revenue                                  |  | 62.5              |  
|Merchandise revenue                               |  | 36.7              |  
|Commission income                                 |  | 0.8               |  
|Cost of sales                                     |  | 81.5              |  
|                                                  |  |                   |  
|Gross profit                                      |  | 18.5              |  
|Gasoline gross profit                             |  | 5.4               |  
|Merchandise gross profit                          |  | 12.3              |  
|Commission gross profit                           |  | 0.8               |  
|Operating, general and administrative expenses    |  | 13.8              |  
|Restructuring and other changes                   |  | 0.2               |  
|Depreciation and amortization                     |  | 2.4               |  
|                                                  |  |                   |  
|Income from operations                            |  | 2.1               |  
|Interest and miscellaneous expense                |  | 2.2               |  
|                                                  |  |                   |  
|Income (loss) before taxes                        |  | (0.1              | )
|Tax expense                                       |  | 0.0               |  
|                                                  |  |                   |  
|Income (loss) before cumulative effect adjustment |  | (0.1              | )
|Cumulative effect adjustment, net of tax          |  |                  |  
|                                                  |  |                   |  
|Net income (loss)                                 |  | (0.1              | )
|                                                  |  |                   |  



The table below
provides a summary of our selected financial data for fiscal 2001, 2002 and 2003. In the table, dollars are in millions, except per gallon data.



|                             |  | Fiscal Year Ended |        
|---------------------------- |  | ----------------- | -------
|                             |  | September 27,2001 |        
|Merchandise margin           |  |                   | 33.4   
|Gasoline gallons             |  |                   | 1,142.4
|Gasoline margin per gallon   |  | $                 | 0.1246 
|Gasoline retail per gallon   |  | $                 | 1.45   
|                             |  |                   |        
|Comparable store data:       |  |                   |        
|Merchandise sales %          |  |                   | (0.2   
|Gasoline gallons %           |  |                   | (3.8   
|                             |  |                   |        
|Number of stores:            |  |                   |        
|End of period                |  |                   | 1,324  
|Weighted-average store count |  |                   | 1,325  



17



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##### Table of Contents

Fiscal 2003 Compared to Fiscal 2002



Total Revenue.    Total revenue for fiscal 2003 was $2.8 billion compared to $2.5 billion for
fiscal 2002, an increase of $282.3 million or 11.3%. The increase in total revenue is primarily due to a 19.2% increase in our average retail price of gasoline gallons sold, comparable store increases in merchandise sales of $20.3 million and
in gasoline gallons of 7.6 million and higher commission income of $2.1 million. The impact of these factors was partially offset by lost volume from 35 closed stores.



Merchandise Revenue.    Total merchandise revenue for fiscal 2003 was $1.0 billion compared to
$998.6 million for fiscal 2002, an increase of $10.3 million or 1.0%. The increase in merchandise revenue is primarily due to a comparable store merchandise sales increase of 2.1% partially offset by lost volume from closed stores of approximately
$12.5 million. This comparable store sales increase has been achieved despite significant retail price deflation in the cigarette category. With respect to the cigarette category, while the volume of cartons sold per store increased, the
negative impact of cigarette retail price deflation was approximately 1.8% on merchandise sales. This deflation of cigarette retail prices during the period did not impact our gross dollar margin on the sale of cigarettes. Sales of tobacco products
comprised approximately one-third of our merchandise sales during fiscal 2003.



Gasoline Revenue and Gallons.    Total gasoline revenue for fiscal 2003 was $1.7 billion compared to $1.5 billion for fiscal 2002, an increase of $269.9 million or 18.4%. The increase in
gasoline revenue is primarily due to higher average gasoline retail prices and a comparable store gallon volume increase of 0.7%. In fiscal 2003, our average retail price of gasoline was $1.49 per gallon, which represents a 24.0 cent per gallon or
19.2% increase in average retail price from fiscal 2002.



In
fiscal 2003, gasoline gallon volume was 1.2 billion gallons, a decrease of 1.7 million gallons or 0.1% from fiscal 2002. The decrease in gasoline gallons was primarily due to lost volume from 34 closed stores of 14.2 million gallons, partially
offset by the comparable store gallon volume increase of 0.7%. We believe that the fiscal 2003 comparable store gallon increase was driven by a more consistent and competitive gasoline pricing philosophy as well as the positive impact that our
upgrade and remodel activity has had on gallon volume.



Commission Income.    At certain of our store locations, we receive commission income from the sale of lottery tickets and money orders as well as from the provision of ancillary services, such as public
telephones, amusement and video gaming, car washes and ATMs. Total commission income for fiscal 2003 was $26.8 million compared to $24.7 million for fiscal 2002, an increase of $2.1 million or 8.4%. The increase in commission income is primarily due
to the January 2002 introduction of South Carolinas Educational Lottery program.



Total Gross Profit.    Our fiscal 2003 gross profit was $510.8 million compared to $475.4 million for fiscal 2002, an increase of $35.4 million or 7.4%. The increase in gross profit is
primarily attributable to increases in gasoline gross profit per gallon and merchandise margin, coupled with comparable store volume increases and the increase in commission income.



Merchandise Gross Profit and Margin.    Merchandise gross profit was $338.7 million for fiscal
2003 compared to $329.1 million for fiscal 2002, an increase of $9.6 million or 2.9%. This increase is primarily attributable to the increase in merchandise revenue discussed above, coupled with a 60 basis points increase in our merchandise margin.
Our merchandise gross margin increased to 33.6% for fiscal 2003, primarily driven by the retail price deflation in the cigarette category.



Gasoline Gross Profit and Margin Per Gallon.    Gasoline gross profit was $145.3 million for fiscal 2003 compared to $121.5
million for fiscal 2002, an increase of $23.7 million or 19.5%. The increase is primarily attributable to a 2.0 cents per gallon increase in gasoline margin, partially offset by the lost volume from closed stores. Gasoline gross profit per gallon
was 12.4 cents in fiscal 2003 compared to 10.4 cents in fiscal



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2002. The increase was due to our more advantageous gas supply contracts, a more favorable retail gasoline environment and our ongoing initiatives to better
manage gasoline pricing and inventories.



Operating, General
and Administrative Expenses.    Operating expenses for fiscal 2003 were $385.6 million compared to $367.3 million for fiscal 2002, an increase of $18.3 million or 5.0%. The increase is primarily attributable to the write-off
of deferred financing costs of approximately $2.9 million related to our debt refinancing completed in April 2003, higher insurance costs of approximately $3.1 million, larger losses on asset disposals and closed store activity of approximately $5.9
million and increased employee benefit costs of approximately $1.7 million.



Income from Operations.    Income from operations for fiscal 2003 was $70.8 million compared to $53.8 million for fiscal 2002, an increase of $17.0 million or 31.5%. The increase is
primarily attributable to the increases in gasoline and merchandise gross margins and higher commission income. These increases were partially offset by a change in accounting estimate related to estimated useful lives of certain gasoline imaging
assets and the increase in operating, general and administrative costs discussed above. The change in accounting estimate resulted in an increase in depreciation expense of approximately $3.4 million in fiscal 2003.



EBITDA.    EBITDA is defined by us as net income
before interest expense, income taxes, depreciation and amortization and cumulative effect of change in accounting principle. EBITDA for fiscal 2003 was $128.0 million compared to $108.8 million for fiscal 2002, an increase of $19.2 million or
17.6%. The increase is primarily due to the items discussed above.



EBITDA is not a measure of performance under accounting principles generally accepted in the United States of America, and should not be considered as a substitute for net income, cash flows from operating activities and other income or
cash flow statement data. We have included information concerning EBITDA as one measure of our cash flow and historical ability to service debt and because we believe investors find this information useful because it reflects the resources available
for strategic opportunities including, among others, to invest in the business, make strategic acquisitions and to service debt. EBITDA as defined by us may not be comparable to similarly titled measures reported by other companies.



The following table contains a reconciliation of EBITDA to net cash provided
by operating activities and cash flows from investing and financing activities:



|                                                                                                                                                                                                                       |  | Fiscal Year Ended      |        
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------- | -------
|                                                                                                                                                                                                                       |  | September 26,2002      |        
|                                                                                                                                                                                                                       |  | (amounts in thousands) |        
|EBITDA                                                                                                                                                                                                                 |  | $                      | 108,831
|Interest expense                                                                                                                                                                                                       |  |                        | (51,646
|Adjustments to reconcile net loss to net cash provided by operating activities (other than depreciation and amortization,
provision for deferred income taxes and cumulative effect of change in accounting principle) |  |                        | 3,983  
|Changes in operating assets and liabilities, net:                                                                                                                                                                      |  |                        |        
|Assets                                                                                                                                                                                                                 |  |                        | (7,463 
|Liabilities                                                                                                                                                                                                            |  |                        | 279    
|                                                                                                                                                                                                                       |  |                        |        
|Net cash provided by operating activities                                                                                                                                                                              |  | $                      | 53,984 
|Net cash used in investing activities                                                                                                                                                                                  |  | $                      | (20,313
|Net cash used in financing activities                                                                                                                                                                                  |  | $                      | (42,046



Interest Expense
(seeLiquidity and Capital Resources).    Interest expense is primarily interest on borrowings under our senior credit facility and senior subordinated notes. Interest expense for fiscal 2003 was $49.3
million compared to $51.6 million for fiscal 2002, a decrease of $2.4 million or 4.6%. The decrease is



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primarily attributable to $3.4 million in income from the fair market value changes in our non-qualifying derivatives for fiscal 2003 compared to $926
thousand of expense in fiscal 2002.



Income Tax
Expense.    We recorded income tax expense of $9.4 million in fiscal 2003 compared to $1.1 million for fiscal 2002. The increase in income tax expense was primarily attributable to the $21.4 million increase in income before
taxes. Consistent with fiscal 2002, our effective tax rate was 38.5%.



Cumulative Effect Adjustment.    We recorded a one-time cumulative effect charge of $3.5 million (net of taxes of $2.2 million) relating to the disposal of our underground storage tanks in accordance with the
adoption of SFAS No. 143 during the first quarter of fiscal 2003.



Net Income or Loss.    Net income for fiscal 2003 was $11.5 million compared to $1.8 million for fiscal 2002. The increase is due to the items discussed above.



Fiscal 2002 Compared to Fiscal 2001



Total Revenue.    Total revenue for fiscal 2002
was $2.5 billion compared to $2.6 billion for fiscal 2001, a decrease of $149.0 million or 5.6%. The decrease in total revenue is primarily due to a 13.8% decrease in our average retail price of gasoline gallons sold and lost volume from 38 closed
stores. The impact of these factors was partially offset by comparable store increases in merchandise sales and gasoline gallons of 3.4% and 1.5%, respectively, as well as higher commission income of $3.0 million and the effect of the full year
impact of our fiscal 2001 acquisitions.



Merchandise
Revenue.    Total merchandise revenue for fiscal 2002 was $998.6 million compared to $968.6 million for fiscal 2001, an increase of $30.0 million or 3.1%. The increase in merchandise revenue is primarily due to a comparable
store merchandise sales increase of 3.4% and the effect of a full year of merchandise revenue from our fiscal 2001 acquisitions. The impact of these factors was partially offset by lost volume from closed stores of $15.5 million. The comparable
store volume increases were primarily due to our efforts to enhance and reposition our merchandise offerings, to increase promotional activity and to more aggressively price key categories in an effort to drive customer traffic.



Gasoline Revenue and Gallons.    Total gasoline
revenue for fiscal 2002 was $1.5 billion compared to $1.7 billion for fiscal 2001, a decrease of $182.0 million or 11.0%. The decrease in gasoline revenue is primarily due to lower average gasoline retail prices and lost volume from closed stores of
11.9 million gallons. In fiscal 2002, our average retail price of gasoline was $1.25 per gallon, which represents a 20.0 cent per gallon or 13.8% decrease in average retail price from fiscal 2001. The impact of the decline in average retail price
and fewer retail locations was partially offset by gasoline gallon comparable store volume increases of 1.5%.



In fiscal 2002, gasoline gallon volume was 1.2 billion gallons, an increase of 29.6 million gallons or 2.6% over fiscal 2001. The increase in gasoline
gallons was primarily due to the effect of a full year of gasoline volume from fiscal 2001 acquisitions and a comparable store gasoline volume increase of 1.5%. The fiscal 2002 comparable store gallon increase was primarily due to a more consistent
and competitive gasoline pricing philosophy as well as the impact our re-branding and re-imaging activity had on gallon volume.



Commission Income.    Total commission income for fiscal 2002 was $24.7 million compared to $21.7 million for fiscal 2001, an
increase of $3.0 million or 13.8%. The increase in commission income is primarily due to the January 2002 introduction of South Carolinas Educational Lottery program.



Total Gross Profit.    Our fiscal 2002 gross profit was $475.4 million compared to $487.6 million
for fiscal 2001, a decrease of $12.2 million or 2.5%. The decrease in gross profit is primarily attributable to declines in gasoline gross profit per gallon and merchandise margin, partially offset by comparable store volume increases of $31.4
million in merchandise revenue and 15.7 million gasoline gallons and the increase in commission income of $3.0 million.



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Merchandise Gross Profit and Margin.    Merchandise gross profit was $329.1
million for fiscal 2002 compared to $323.6 million for fiscal 2001, an increase of $5.5 million or 1.7%. This increase is primarily attributable to the increase in merchandise revenue discussed above, partially offset by a 40 basis points decline in
our merchandise margin. Our merchandise gross margin decline to 33.0% for fiscal 2002 was primarily driven by our heightened promotional activity and more aggressive retail pricing in key categories, including cigarettes. We believe these
initiatives were instrumental in increasing comparable store merchandise revenue and ultimately increasing merchandise gross profit dollars.



Gasoline Gross Profit and Margin Per Gallon.    Gasoline gross profit was $121.5 million for fiscal 2002 compared to $142.3
million for fiscal 2001, a decrease of $20.8 million or 14.6%. The decrease is primarily attributable to a 2.1 cents per gallon decline in gasoline margin, and was partially offset by the comparable store gasoline gallon increase of 1.5% and the
contribution of stores acquired or opened since September 28, 2000. Gasoline gross profit per gallon was 10.4 cents in fiscal 2002 compared to 12.5 cents in fiscal 2001. The decrease was due to fluctuations in petroleum markets, particularly in the
second and fourth quarters of fiscal 2002, competition factors influenced by general market and economic indicators as well as our efforts to maintain a more consistent and competitive gasoline pricing philosophy.



Operating, General and Administrative
Expenses.    Operating expenses for fiscal 2002 were $367.3 million compared to $364.1 million for fiscal 2001, an increase of $3.2 million or 0.9%. The increase in operating expenses is primarily due to increases in lease
expense of $1.9 million and insurance expense of $3.4 million as well as larger losses on asset disposals and closed store activity of approximately $1.5 million. The increases associated with these factors were partially offset by
savings associated with our restructuring initiatives.



Income from Operations.    Income from operations for fiscal 2002 was $53.9 million compared to $55.2 million for fiscal 2001, a decrease of $1.3 million or 2.4%. The decrease was primarily attributable to a 2.1
cents decline in gasoline margin per gallon as well as the operating, general and administrative expense variances discussed above. These decreases were partially offset by the positive commission income and merchandise gross profit variances
discussed above as well as a $9.3 million decrease in depreciation and amortization expense primarily as a result of the adoption of SFAS No. 142 and the absence of $4.8 million in restructuring charges incurred in fiscal 2001.



EBITDA.    EBITDA is defined by us as net income
before interest expense, income taxes, depreciation and amortization and cumulative effect of change in accounting principle. EBITDA for fiscal 2002 was $108.8 million compared to $120.5 million for fiscal 2001, a decrease of $11.7 million or 9.7%.
The decrease is primarily due to the items discussed above.



EBITDA is not a measure of performance under accounting principles generally accepted in the United States of America, and should not be considered as a substitute for net income, cash flows from operating activities and other income or
cash flow statement data. We have included information concerning EBITDA as one measure of our cash flow and historical ability to service debt and because we believe investors find this information useful because it reflects the resources available
for strategic opportunities including, among others, to invest in the business, make strategic acquisitions and to service debt. EBITDA as defined by us may not be comparable to similarly titled measures reported by other companies.



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The following table contains a reconciliation of EBITDA to net cash provided by operating activities and
cash flows from investing and financing activities:



|                                                                                                                                                                                                                       |  | Fiscal Year Ended      |        
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------- | -------
|                                                                                                                                                                                                                       |  | September 27,2001      |        
|                                                                                                                                                                                                                       |  | (amounts in thousands) |        
|EBITDA                                                                                                                                                                                                                 |  | $                      | 120,491
|Interest expense                                                                                                                                                                                                       |  |                        | (58,731
|Adjustments to reconcile net loss to net cash provided by operating activities (other than depreciation and amortization,
provision for deferred income taxes and cumulative effect of change in accounting principle) |  |                        | 8,592  
|Changes in operating assets and liabilities, net:                                                                                                                                                                      |  |                        |        
|Assets                                                                                                                                                                                                                 |  |                        | 9,778  
|Liabilities                                                                                                                                                                                                            |  |                        | (3,428 
|                                                                                                                                                                                                                       |  |                        |        
|Net cash provided by operating activities                                                                                                                                                                              |  | $                      | 76,702 
|Net cash used in investing activities                                                                                                                                                                                  |  | $                      | (93,947
|Net cash (used in) provided by financing activities                                                                                                                                                                    |  | $                      | 14,502 



Interest
Expense.Interest expense in fiscal 2002 was $51.6 million compared to $58.7 million for fiscal 2001, a decrease of $7.1 million or 12.1%. In fiscal 2002, interest expense was primarily related to interest costs of $20.5
million on our senior subordinated notes and, $19.1 million on our senior credit facility, $8.8 million in settlements on our interest rate swaps, $2.2 million in capital lease interest and $926 thousand in fair value adjustments associated with our
non-qualifying derivative instruments. The decrease in interest expense is primarily attributable to a general decline in interest rates, the decrease in our weighted average outstanding borrowings and the change in fair market value of our
non-qualifying interest rate derivatives, partially offset by an increase in our interest rate swap settlements of $7.0 million.



Income Tax Expense.    We recorded income tax expense of $1.1 million in fiscal 2002 compared to $871 thousand for fiscal 2001.
The increase in income tax expense was primarily attributable to the increase in income before taxes partially offset by a decline in our effective tax rate to 38.5%. The change in our effective tax rate for fiscal 2002 was primarily due to the
elimination of non-deductive goodwill amortization expense associated with our adoption of SFAS No. 142.



Net Income or Loss.    Net income for fiscal 2002 was $1.8 million compared to a net loss of $2.7 million for fiscal 2001, an
increase of $4.5 million. The increase is due to the items discussed above.



Liquidity and Capital Resources



Cash Flows
from Operations.Due to the nature of our business, substantially all sales are for cash and cash provided by operations is our primary source of liquidity. We rely primarily upon cash provided by operating activities,
supplemented as necessary from time to time by borrowings under our revolving credit facility, sale-leaseback transactions, and asset dispositions to finance our operations, pay interest and principal payments and fund capital expenditures. Cash
provided by operations for fiscal 2003 totaled $68.3 million, for fiscal 2002 totaled $54.0 million and for fiscal 2001 totaled $76.7 million. Our increase in net cash provided by operating activities for fiscal 2003 over fiscal 2002 is primarily
attributable to the increase in gasoline and merchandise gross profit and its impact on operating income and EBITDA. We had $72.9 million of cash and cash equivalents on hand at September 25, 2003.



Capital Expenditures.    Gross capital
expenditures (excluding all acquisitions) for fiscal 2003 were $28.2 million. Our capital expenditures are primarily expenditures for store improvements, store equipment, new store development, information systems and expenditures to comply with
regulatory statutes, including those



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related to environmental matters. We finance substantially all capital expenditures and new store development through cash flow from operations, proceeds
from sale-leaseback transactions and asset dispositions and vendor reimbursements.



Our sale-leaseback program includes the packaging of our owned convenience store real estate, both land and buildings, for sale to investors in return for their agreement to lease the property back to us under
long-term leases. We retain ownership of all personal property and gasoline marketing equipment. Our leases are generally operating leases at market rates with lease terms between fifteen and twenty years plus several renewal option periods. The
lease payment is based on market rates applied to the cost of each respective property. Our senior credit facility limits or caps the proceeds of sale-leasebacks that we can use to fund our operations or capital expenditures. We received $2.3
million in proceeds from sale-leaseback transactions in fiscal 2003 and $6.2 million during fiscal 2002.



In fiscal 2003, we had proceeds of $9.4 million including asset dispositions ($6.3 million), vendor reimbursements ($0.9 million) and sale-leaseback
transactions ($2.3 million). As a result, our net capital expenditures, excluding all acquisitions, for fiscal 2003 were $18.9 million. We anticipate that net capital expenditures for fiscal 2004 will be approximately $40.0 million.



Cash Flows from Financing Activities.    For
fiscal 2003, net cash used in financing activities was $15.2 million. The net cash used was primarily the result of scheduled principal payments totaling $23.2 million and financing costs associated with the refinancing of our senior credit facility
totaling $7.3 million. This decline was partially offset by new borrowings of $16.0 million under our senior credit facility. At September 25, 2003, our long-term debt consisted primarily of $297.5 million in loans under our senior credit facility
and $200.0 million of our 101⁄4% senior subordinated notes. See Contractual Obligations and Commitments for a summary of our long-term debt principal amortization commitments.



Senior Credit Facility.    On April 14, 2003, we
entered into a new senior secured credit facility, which consisted of a $253.0 million first lien term loan, a $51.0 million second lien term loan and a $52.0 million revolving credit facility (with the right, at our election through April 14, 2005,
to increase the revolving credit facility by up to an additional $18.0 million, subject to participation by the existing lenders or new lenders we invite to participate), each maturing March 31, 2007. Proceeds from the new senior secured credit
facility were used to repay all amounts outstanding under the previous senior credit facility and loan origination costs. The term loans were issued with an original issue discount of $4.6 million, which will be amortized over the life of the
agreement. As of September 25, 2003, our outstanding term loan balance, net of unamortized original issue discount, was $297.5 million.



Subsequent to September 25, 2003, we entered into an amendment to our senior credit facility to increase the borrowings under the first lien term loan by
$80.0 million. The proceeds from the term loan were used to fund the Golden Gallon® acquisition. Also, subsequent to September 25, 2003, we increased the availability under our revolving credit facility by $4.0 million to $56.0 million.



Our senior credit facility bears interest at variable interest rates. The
credit facility permits us to choose between two basic rates for a given loan:



| |  |  | a rate based on the greater of the prime rate of interest in effect on the day the loan is made or the federal funds rate in effect on the day the loan is made plus 1⁄2 of 1% and
an additional margin, as described below; or
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a rate based on the London interbank offered rate, or LIBOR, plus an additional margin as described below.
| | - |  | ----------------------------------------------------------------------------------------------------------



The actual interest rate we pay depends on whether the loan is a first lien
term loan, a second lien term loan or a revolving credit loan. The credit facility requires us to pay, in addition to the basic interest rate, an annual margin ranging from 3.00% to 6.50%, depending on the type of loan involved. We have from time to
time entered into certain hedging agreements in an effort to mitigate the fluctuations in interest rates and manage our interest rate risk, and anticipate that we will continue to use hedging agreements for these purposes in the future.



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Our senior credit facility is secured by substantially all of our assets, other than our leased real
property, and guaranteed by our subsidiaries.



Our senior
credit facility contains covenants restricting our ability and the ability of any of our subsidiaries to, among other things and subject to various exceptions:



| |  |  | incur additional indebtedness or issue letters of credit;
| | - |  | ---------------------------------------------------------



| |  |  | declare dividends or redeem or repurchase capital stock;
| | - |  | --------------------------------------------------------



| |  |  | prepay, redeem or purchase subordinated debt;
| | - |  | ---------------------------------------------



| |  |  | incur liens;
| | - |  | ------------



| |  |  | make loans and investments;
| | - |  | ---------------------------



| |  |  | make capital expenditures;
| | - |  | --------------------------



| |  |  | engage in mergers, acquisitions, asset sales or sale-leaseback transactions; and
| | - |  | --------------------------------------------------------------------------------



| |  |  | engage in transactions with affiliates.
| | - |  | ---------------------------------------



Our senior credit facility also contains financial ratios and tests that must be met with respect to maximum pro forma leverage ratios, minimum fixed
charge coverage ratios, minimum pro forma EBITDA and maximum capital expenditures. As of December 1, 2003, we have satisfied all financial ratios and tests under our senior credit facility. The senior credit facility requires us to:



| |  |  | comply with maximum consolidated pro forma leverage ratios on a sliding scale ranging from a high of 5.00 to 1.00 to a low of 3.75 to 1.00 over quarterly periods between April 14,
2003 and March 31, 2006 and thereafter;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | maintain a consolidated fixed charge coverage ratio of at least 1.00 to 1.00 on a quarterly basis;
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | maintain minimum consolidated pro forma EBITDA for the trailing four quarters, of $115 million (quarters through March 25, 2004), $120 million (quarters through December 30, 2004)
and $125 million (thereafter); and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | limit consolidated capital expenditures in fiscal 2004 to $48.0 million and for fiscal years after 2004 to $44.0 million (plus unspent amounts that are permitted to be carried
forward from prior fiscal years up to a limit of 25% of the previous years dollar limit).
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The senior credit facility limits us to paying aggregate consideration of $20,000,000 for any acquisition and requires that we remain in pro forma
compliance with all of the financial ratios contained in the credit facility after giving effect to the acquisition. In addition, the senior credit agreement includes customary events of default, including payment defaults on more than $5.0 million
of debt, judgments exceeding $5.0 million, and upon a change of control. Under the credit agreement, a change of control occurs if among other things (a) any person other than a permitted holder (our current largest stockholder) holds more than 30%
of the voting power of our common stock unless the permitted holder owns a greater percentage than such person or (b) permitted holders hold less than 35% of our common stock or (c) a change of control as defined by the indenture governing the
senior subordinated notes occurs.



Our $56.0 million revolving
credit facility is available to fund working capital, finance general corporate purposes and support the issuance of standby letters of credit. Borrowings under the revolving credit facility are limited by our outstanding letters of credit of
approximately $30.0 million. Furthermore, the revolving credit facility limits our total outstanding letters of credit to $45.0 million. As of September 25, 2003, we had no borrowings outstanding under the revolving credit facility, we had
approximately $22.0 million in available borrowing capacity and $30 million of standby letters of credit were issued under the facility.



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The first lien term loans amortize on a quarterly basis with balloon payments at maturity. In addition,
we are required to prepay the loans under the credit facility with (a) the net cash proceeds of most debt issuances, (b) 50% of the net cash proceeds received by us from any issuance of capital stock, (c) the net cash proceeds of asset sales (unless
the proceeds are reinvested in the business) and (d) 50% of excess cash flow as defined in the credit facility (beginning with the fiscal quarter ending December 30, 2004).



Senior Subordinated Notes.    We have outstanding $200.0 million of 101/4% senior subordinated notes due October 15, 2007. Interest on the senior subordinated notes is due on October 15
and April 15 of each year. Our senior subordinated notes contain covenants that, among other things and subject to various exceptions, restrict our ability and any restricted subsidiarys ability to:



| |  |  | pay dividends, make distributions or repurchase stock, except, (a) assuming the ratio of our pro forma EBITDA to fixed charges is at least 2 to 1, in amounts not in excess of the
sum of 50% of our net income and 100% of the net proceeds of equity issuances or issuances of convertible debt which has been converted and (b) in amounts not in excess of $5.0 million;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | issue stock of subsidiaries;
| | - |  | ----------------------------



| |  |  | make investments in non-affiliated entities;
| | - |  | --------------------------------------------



| |  |  | incur liens to secure debt which is equal to or subordinate in right of payment to the senior subordinated notes, unless the notes are secured on an equal and ratable basis (or
senior basis) with the obligations so secured;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | enter into transactions with affiliates;
| | - |  | ----------------------------------------



| |  |  | enter into sale-leaseback transactions; or
| | - |  | ------------------------------------------



| |  |  | engage in mergers or consolidations.
| | - |  | ------------------------------------



We can incur debt under the senior subordinated notes if the ratio of our pro forma EBITDA to fixed charges, after giving effect to such incurrence, is at
least 2 to 1. Even if we do not meet this ratio we can incur:



| |  |  | debt under our bank credit facility in an amount not to exceed (a) up to $50.0 million for acquisitions plus (b) the greater of $45.0 million or 4.0% times our annualized revenues;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | capital leases or purchase money debt in amounts not to exceed in the aggregate 10% of our tangible assets at the time of incurrence;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------



| |  |  | intercompany debt;
| | - |  | ------------------



| |  |  | debt existing on the date the senior subordinated notes were issued;
| | - |  | --------------------------------------------------------------------



| |  |  | up to $15.0 million in any type of debt; or
| | - |  | -------------------------------------------



| |  |  | debt for refinancing of the above described debt, so long as such debt is subordinated to the senior subordinated notes to the same extent as the debt refinanced and meets certain
other requirements.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The senior subordinated
notes also place conditions on the terms of asset sales or transfers and require us either to reinvest the cash proceeds of an asset sale or transfer, or, if we do not reinvest those proceeds, to pay down our senior credit facility or other senior
debt or to offer to redeem our senior subordinated notes with any asset sale proceeds not so used. In addition, upon the occurrence of a change of control, we will be required to offer to purchase all of the outstanding senior subordinated notes at
a price equal to 101% of their principal amount plus accrued and unpaid interest to the date of redemption. Under the indenture governing the senior subordinated notes, a change of control is deemed to occur if among other things (a) any person,
other than a permitted holder (our current largest stockholder), becomes the beneficial owner of 50% or more of our common stock or (b) any person becomes the owner of more than 33% of our common stock and the permitted holders own a lesser
percentage of our company than such other person and do not have the right or ability to elect a



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majority of the board. The senior subordinated notes may be redeemed, in whole or in part, at a redemption price that is currently 103.417% and decreases to
101.708% after October 15, 2004 and 100.0% after October 15, 2005.



The senior subordinated notes contain standard events of default, including acceleration of other debt aggregating $10.0 million, default in the payment at final maturity of other debt aggregating $10.0 million, and
the imposition of final judgments in excess of $10.0 million.



Shareholders Equity.    As of September 25, 2003, our shareholders equity totaled $128.7 million. The increase of $13.5 million in shareholders equity from September 26, 2002 is primarily
attributable to fiscal 2003 net income of $11.5 million and a decrease of $1.4 million in accumulated other comprehensive deficit related to the fair value changes in our qualifying derivative financial instruments.



Long Term Liquidity.    We believe that
anticipated cash flows from operations and funds available from our existing revolving credit facility, together with cash on hand and vendor reimbursements, will provide sufficient funds to finance our operations at least for the next 12 months.
Changes in our operating plans, lower than anticipated sales, increased expenses, additional acquisitions or other events may cause us to need to seek additional debt or equity financing in future periods. There can be no guarantee that financing
will be available on acceptable terms or at all. Additional equity financing could be dilutive to the holders of our common stock; debt financing, if available, could impose additional cash payment obligations and additional covenants and operating
restrictions. We have no current plans to seek any such additional financing.



Contractual Obligations and Commitments



Contractual Obligations.    The following table shows our expected long-term debt amortization schedule, future capital lease commitments (including principal and interest) and future operating lease commitments
as of September 25, 2003:



|                              |  | Fiscal 2004            |        | Fiscal 2005 |   | Fiscal 2006 |  | Fiscal 2007 |        | Fiscal 2008 |   | Thereafter |  | Total
|----------------------------- |  | ---------------------- | ------ | ----------- | - | ----------- |  | ----------- | ------ | ----------- | - | ---------- |  | -----
|                              |  | (Dollars in thousands)
|Long-term debt(1)             |  | $                      | 27,558 |             | $ | 16,029      |  | $           | 25,260 |             | $ | 232,751    |  | $    
|Capital lease obligations     |  |                        | 3,597  |             |   | 3,271       |  |             | 3,050  |             |   | 2,994      |  |      
|Operating leases(2)           |  |                        | 54,599 |             |   | 51,990      |  |             | 48,885 |             |   | 46,947     |  |      
|                              |  |                        |        |             |   |             |  |             |        |             |   |            |  |      
|Total contractual obligations |  | $                      | 85,754 |             | $ | 71,290      |  | $           | 77,195 |             | $ | 282,692    |  | $    
|                              |  |                        |        |             |   |             |  |             |        |             |   |            |  |      

---

|(1) | On October 16, 2003, we increased our borrowings under our senior credit facility by $80.0 million. The annual principal obligations on the increased borrowings are $7.9 million in
fiscal 2004, $5.0 million in fiscal 2005, $8.0 million in fiscal 2006 and $59.1 million in fiscal 2007.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | On October 16, 2003, we financed the acquisition of 114 Golden Gallon® stores pursuant to a $94.5 million sale-leaseback transaction. The incremental annual rental expense on the related lease is $9.06 million in fiscal
2004, $9.45 million in each of fiscal 2005-2008 and an aggregate of $142.14 million from 2009 through 2023.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Letter of Credit Commitments.The following table shows the expiration dates of our standby letters of credit issued under
our senior credit facility as of September 25, 2003:



|                          |  | Fiscal 2004            |        | Fiscal 2005 |   | Total
|------------------------- |  | ---------------------- | ------ | ----------- | - | -----
|                          |  | (Dollars in thousands)
|Standby letters of credit |  | $                      | 24,883 |             | $ | 5,083



Environmental
Considerations.Environmental reserves of $13.8 million and $13.3 million as of September 25, 2003 and September 26, 2002, respectively, represent our estimates for future expenditures for



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remediation, tank removal and litigation associated with 236 and 240 known contaminated sites, respectively, as a result of releases (e.g., overfills,
spills and underground storage tank releases) and are based on current regulations, historical results and certain other factors. We estimate that approximately $12.5 million of our environmental obligations will be funded by state trust funds and
third party insurance. Our environmental reserve, dated as of September 25, 2003, does not include the 31 Golden Gallon® sites that were known to be contaminated at the time of our October 2003 acquisition of Golden Gallon®. State trust funds, insurers or other third parties are responsible for the costs of
remediation at all 31 Golden Gallon® sites. Also,
as of September 25, 2003 and September 26, 2002 there were an additional 487 and 470 sites, respectively, that are known to be contaminated and that are being remediated by third parties and therefore, the costs to remediate such sites are not
included in our environmental reserve.



Florida environmental
regulations require all single-walled underground storage tanks to be upgraded/replaced with secondary containment by December 31, 2009. In order to comply with these Florida regulations, we will be required to upgrade or replace underground storage
tanks at approximately 185 locations. We anticipate that these capital expenditures will be approximately $16.5 million and will begin during fiscal 2004. The ultimate costs incurred will depend on several factors including future store closures,
changes in the number of locations upgraded or replaced and changes in the costs to upgrade or replace the underground storage tanks.



Merchandise Supply Agreement.    We have a distribution service agreement with McLane pursuant to which McLane is the primary
distributor of traditional grocery products to our stores. We also purchase a significant percentage of the cigarettes we sell from McLane. The agreement with McLane continues through October 10, 2008 and contains no minimum purchase requirements.
We purchase products at McLanes cost plus an agreed upon percentage, reduced by any promotional allowances and volume rebates offered by manufacturers and McLane. In addition, we received an initial service allowance, which is being amortized
over the term of the agreement, and also receive additional per store service allowances, both of which are subject to adjustment based on the number of stores in operation. Total purchases from McLane exceeded 50% of total merchandise purchases in
fiscal 2003.



Gasoline Supply
Agreements.    We have historically purchased our branded gasoline and diesel fuel under supply agreements with major oil companies, including BP®, Chevron®, Citgo®, Shell®, Mobil® and
Texaco®. The fuel purchased has generally been
based on the stated rack price, or market price, quoted at each terminal. The initial terms of these supply agreements range from three to ten years and generally contain minimum annual purchase requirements as well as provisions for various
payments to us based on volume of purchases and vendor allowances. These agreements also, in certain instances, give the supplier a right of first refusal to purchase certain assets that we may want to sell. We have met our purchase commitments
under these contracts and expect to continue to do so. We purchase the majority of our private branded gallons from Citgo®.



During February 2003, we signed new gasoline supply agreements with both BP® and Citgo® to brand and supply most of our gasoline products for the next five years.  After a conversion of approximately 760 locations over the next
18 months we expect that BP® will supply
approximately 25% of our total gasoline volume, which will be sold under the BP®/Amoco® brand.
Citgo® will supply both our private brand gasoline,
which will be sold under our own Kangaroo® and
other brands, and Citgo® branded gasoline.
Including our private brand gasoline, we expect that after the 18-month conversion period, Citgo® will supply approximately 60% of our total gasoline volume. The remaining locations, primarily in Florida, will remain branded and supplied by Chevron® or Exxon®. We entered into these branding and supply agreements to provide a more consistent operating identity while helping us
in our efforts to maximize our gasoline gallon growth and gasoline gross profit dollars.



Other Commitments.    We make various other commitments and become subject to various other contractual obligations which we believe to be routine in nature and incidental to the operation
of the business. Management believes that such routine commitments and contractual obligations do not have a material impact on our business, financial condition or results of operations. In addition, like all public companies, we expect that we may
face slightly increased costs in order to comply with new rules and standards relating to corporate governance and corporate disclosure, including the Sarbanes-Oxley Act of 2002, new SEC regulations and Nasdaq Stock Market rules. We intend to devote
all reasonably necessary resources to comply with evolving standards.



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Quarterly Results of Operations and Seasonality



The following table sets forth certain unaudited financial and operating data for each fiscal quarter during fiscal 2001,
fiscal 2002 and fiscal 2003. The unaudited quarterly information includes all normal recurring adjustments that we consider necessary for a fair presentation of the information shown. This information should be read in conjunction with our
consolidated financial statements and the related notes appearing elsewhere in this report. Due to the nature of our business and its reliance, in part, on consumer spending patterns in coastal, resort and tourist markets, we typically generate
higher revenues and gross margins during warm weather months in the southeastern United States, which fall within our third and fourth fiscal quarters. In the following table, dollars are in thousands, except per gallon data.



|                                                            |  | Fiscal 2001   |         |     | Fiscal 2002    |   |         | Fiscal 2003  | 
|----------------------------------------------------------- |  | ------------- | ------- | --- | -------------- | - | ------- | ------------ | 
|                                                            |  | First Quarter |         |     | Second Quarter |   |         | ThirdQuarter | 
|Total Revenue                                               |  | $             | 634,243 |     |                | $ | 635,703 |              | 
|Merchandise revenue                                         |  |               | 228,470 |     |                |   | 229,740 |              | 
|Gasoline revenue                                            |  |               | 400,207 |     |                |   | 400,375 |              | 
|Commission income                                           |  |               | 5,566   |     |                |   | 5,588   |              | 
|Gross Profit                                                |  |               | 118,945 |     |                |   | 116,260 |              | 
|Merchandise gross profit                                    |  |               | 77,562  |     |                |   | 78,857  |              | 
|Gasoline gross profit                                       |  |               | 35,817  |     |                |   | 31,815  |              | 
|Commission income                                           |  |               | 5,566   |     |                |   | 5,588   |              | 
|Income from operations                                      |  |               | 16,397  |     |                |   | 5,955   |              | 
|Income (loss) before cumulative effect                      |  |               | 1,907   |     |                |   | (4,889  | )            | 
|Income from operations as a percentage of full year         |  |               | 29.7    | %   |                |   | 10.8    | %            | 
|Comparable store merchandise sales increase (decrease)      |  |               | 1.5     | %   |                |   | (1.6    | ) %          | 
|Comparable store sales gasoline gallons increase (decrease) |  |               | (6.1    | ) % |                |   | (4.7    | ) %          | 
|Merchandise gross margin as a percentage of total revenue   |  |               | 12.23   | %   |                |   | 12.40   | %            | 
|Gasoline gross profit per gallon                            |  |               | 0.132   |     |                |   | 0.114   |              | 



Inflation



During fiscal 2003, wholesale gasoline fuel prices remained volatile, hitting
a high of approximately $38 per barrel in March 2003 and a low of approximately $25 per barrel in November 2002. Generally, we pass along wholesale gasoline cost changes to our customers through retail price changes. Gasoline price volatility has
had an impact on total revenue, gross profit dollars and gross profit percentage.



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General CPI, excluding energy, increased 1.4% during fiscal 2003 and food at home CPI, which is most
indicative of our merchandise inventory, increased similarly. While we have generally been able to pass along these price increases to our customers, we can make no assurances that continued inflation will not have a material adverse effect on our
sales and gross profit dollars.



Recently Adopted Accounting Standards



Effective December 27, 2002, we adopted the provisions of
Emerging Issues Task Force, or EITF, No. 02-16, Accounting by a Customer (Including a Reseller) for Certain Consideration Received from a Vendor, or EITF 02-16. EITF 02-16 requires that certain cash consideration received by a customer from a
vendor is presumed to be a reduction of the prices of the vendors products or services and should, therefore, be characterized as a reduction of cost of sales when recognized in the customers income statement. However, that presumption
is overcome if certain criteria are met. If the presumption is overcome, the consideration would be presented as revenue if it represents a payment for goods or services provided by the reseller to the vendor, or as an offset to an expense if it
represents a reimbursement of a cost incurred by the reseller. The adoption of EITF 02-16 did not have a material impact on our results of operations or classification of expenses.



Effective December 27, 2002, we adopted the provisions of SFAS No. 146, Accounting for Costs Associated with Exit or
Disposal Activities,or SFAS No. 146, which requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. The adoption of SFAS No.
146 did not have a material impact on our results of operations and financial condition.



Effective September 27, 2002, we adopted the provisions of SFAS No. 143 which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. SFAS No. 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated
asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. SFAS No. 143 requires us to recognize an estimated liability associated with the removal of our underground storage tanks. See Notes to Consolidated
Financial StatementsNote 9Asset Retirement Obligations for a discussion of our adoption of SFAS No. 143.



Effective September 27, 2002, we adopted the provisions of SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets,or SFAS
No. 144. This statement supersedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed ofand Accounting Principles Board No. 30, Reporting the Results of OperationsReporting the
Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions. SFAS No. 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets and how
the results of a discontinued operation are to be measured and presented. The adoption of SFAS No. 144 did not have a material impact on our results of operations and financial condition.



Effective September 27, 2002, we adopted the provisions of SFAS No. 145. SFAS No. 145 rescinds FASB Statement No. 4,
Reporting Gains and Losses from Extinguishment of Debt, or SFAS No. 4. SFAS No. 145 also rescinds and amends other existing authoritative pronouncements. SFAS No. 145 eliminates SFAS No. 4 and, thus, the exception to applying APB Opinion
No. 30, Reporting the Results of Operations-Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions, or Opinion 30, to all gains and losses related to
extinguishments of debt. As a result, gains and losses from extinguishment of debt should be classified as extraordinary items only if they meet the criteria in Opinion 30. See Notes to Consolidated Financial StatementsNote 5
Long-Term Debt for our discussion on our debt extinguishment.



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Effective September 27, 2002, we adopted the provisions of SFAS No. 148, Accounting for Stock-Based
CompensationTransition and Disclosure, or SFAS No. 148, an amendment of SFAS No. 123, Accounting for Stock-Based Compensation,or SFAS No. 123. SFAS No. 148 was issued to provide alternative methods of transition for a
voluntary change to the fair value based method of accounting for stock-based compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements
about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. We are following the disclosure requirements of SFAS No. 148 in our 2003 consolidated financial statements.



In November 2002, the Financial Accounting Standards Board, or FASB, issued
FASB Interpretation, or FIN, 45, Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, or FIN 45. This interpretation addresses the disclosure requirements for
guarantees and indemnification agreements entered into by an entity. FIN 45 requires that upon issuance of a guarantee, the entity (i.e., the guarantor) must recognize a liability for the fair value of the obligation it assumes under the guarantee.
The disclosure provisions of FIN 45 are effective for financial statements of interim or annual periods that end after December 15, 2002. The provisions of FIN 45 for initial recognition and measurement are to be applied on a prospective basis to
guarantees issued or modified after December 15, 2002, irrespective of the guarantors fiscal year-end. The guarantors previous accounting for guarantees that were issued before initial application of FIN 45 are not required to be revised
or restated to reflect the effect of the recognition and measurement provisions of FIN 45. The adoption of FIN 45 did not have a material impact on our results of operations and financial condition.



In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on
Derivative Instruments and Hedging Activities,or SFAS No. 149, to provide clarification on the meaning of an underlying derivative, the characteristics of a derivative that contains financing components and the meaning of an initial
investment that is smaller than would be required for other types of contracts that would be expected to have a similar response to changes in market factors. SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003 and
for hedging relationships designated after June 30, 2003. In addition, all provisions of SFAS No. 149 should be applied prospectively. The provisions of SFAS No. 149 that relate to Statement 133 Implementation Issues that have been effective for
fiscal quarters that began prior to June 15, 2003, should continue to be applied in accordance with their respective effective dates. The adoption of SFAS No. 149 did not have a material impact on our results of operations and financial condition.



In May 2003, the FASB issued SFAS No. 150, Accounting for
Certain Financial Instruments with Characteristics of Both Liabilities and Equity,or SFAS No. 150. SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both
liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). Many of those instruments were previously classified as equity. Some of the provisions of
SFAS No. 150 are consistent with the current definition of liabilities in FASB Concepts Statement No. 6, Elements of Financial Statements. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and
otherwise is effective at the beginning of the first interim period beginning after June 15, 2003, thus we adopted the provisions of SFAS No. 150 for our fourth quarter beginning June 27, 2003. The adoption of this SFAS No. 150 did not have a
material impact on our results of operations and financial condition.



Recently Issued Accounting Standards Not Yet Adopted



In January 2003, the FASB issued FIN 46, Consolidation of Variable Interest Entitiesan Interpretation of ARB No. 51, or FIN 46. This interpretation provides guidance related to identifying variable interest entities (previously
known as special purpose entities or SPEs) and determining whether such entities should be consolidated. Certain disclosures are required if it is reasonably possible that a company will consolidate or disclose information about a variable interest
entity when it initially applies FIN 46. This interpretation will be effective for our first quarter beginning September 26, 2003. We have no investment in or



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contractual relationship or other business relationship with a variable interest entity and therefore the adoption of FIN 46 will not have any impact on our
results of operations and financial condition. However, if we enter into any such arrangement with a variable interest entity in the future (or an entity with which we currently have a relationship is reconsidered based on guidance in FIN 46 to be a
variable interest entity), our results of operations and financial condition will be impacted.



Critical Accounting Policies



We prepare our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. Actual results could
differ from those estimates.



Critical accounting policies are
those we believe are both most important to the portrayal of our financial condition and results, and require our most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are
inherently uncertain. Judgments and uncertainties affecting the application of those polices may result in materially different amounts being reported under different conditions or using different assumptions. We believe the following policies to be
the most critical in understanding the judgments that are involved in preparing our consolidated financial statements.



Environmental Liabilities and Related Receivables.    We account for the cost incurred to comply with federal and state
environmental regulations as follows:



| |  |  | Environmental reserves reflected in the financial statements are based on internal and external estimates of costs to remediate sites relating to the operation of underground
storage tanks. Factors considered in the estimates of the reserve are the expected cost and the estimated length of time to remediate each contaminated site.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Deductibles and remediation costs not covered by state trust fund programs and third party insurance arrangements, and for which the timing of payments can be reasonably estimated,
are discounted using a ten-percent discount rate.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Reimbursement under state trust fund programs or third party insurers are recognized as receivables and a provision for uncollectible reimbursements is recorded based on historical
and expected collection rates. Our historical collection experience exceeds 95%. All recorded reimbursements are expected to be collected within a period of twelve to eighteen months after submission of the reimbursement claim. The adequacy of the
liability and uncollectible receivable reserve is evaluated quarterly and adjustments are made based on updated experience at existing sites, newly identified sites and changes in governmental policy.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Changes in laws and government regulation, the financial condition of the
state trust funds and third party insurers and actual remediation expenses compared to historical experience could significantly impact our statement of operations and financial position.



Revenue Recognition.    Revenues from our three primary product categories, gasoline, merchandise
and commissions, are recognized at the point of sale. We derive commission income from lottery ticket sales, money orders, car washes, public telephones, amusement and video gaming and other ancillary product and service offerings.



Vendor Allowances and Rebates.    We receive
payments for vendor allowances, volume rebates and other supply arrangements in connection with various programs. Payments are recorded as a reduction to cost of



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sales or expenses to which the particular payment relates. Unearned payments are deferred and amortized as earned over the term of the respective agreement.



Long-Lived Assets and Closed
Stores.    Long-lived assets are reviewed for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. When an evaluation is required, the projected future undiscounted
cash flows due to each store are compared to the carrying value of the long-lived assets of that store to determine if a write-down to fair value is required.



Property and equipment of stores we are closing are written down to their estimated net realizable value at the time we close such stores. If
applicable, we provide for future estimated rent and other exit costs associated with the store closure, net of sublease income, using a discount rate to calculate the present value of the remaining rent payments on closed stores. We estimate the
net realizable value based on our experience in utilizing or disposing of similar assets and on estimates provided by our own and third-party real estate experts. Changes in real estate markets could significantly impact the net realizable value
from the sale of assets and rental or sublease income.



Insurance Liabilities.    We self-insure a significant portion of expected losses under our workers compensation and employee medical programs. Accrued liabilities have been recorded based on our estimates
of the ultimate costs to settle incurred and incurred but not reported claims. Our accounting policies regarding self-insurance programs include judgments and actuarial assumptions regarding economic conditions, the frequency and severity of claims,
claim development patterns and claim management and settlement practices. Significant changes in actual expenditures compared to historical experience rates as a result of increased medical costs or incidence rates could significantly impact our
statement of operations and financial position.



Goodwill
Impairment.    We have adopted the provisions of SFAS No. 142, which requires allocating goodwill to each reporting unit and testing for impairment using a two-step approach. Based on our current reporting structure, we have
determined that we operate as one reporting unit and therefore have assigned goodwill at the enterprise level. Fair value is measured using a valuation based on market multiples, comparable transactions and discounted cash flow methodologies. The
goodwill impairment test is performed annually or whenever an event has occurred that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Should the enterprise carrying value exceed the estimated fair
market value we would have to perform additional valuations to determine if any goodwill impairment exists. Any impairment recognized will be recorded as a component of operating expenses.



Changes in the long-term economics of the gasoline and convenience store
markets, fluctuations in capital markets and competition could impact our fair value measurements which could significantly impact our statement of operations and financial position.



Derivative Financial Instruments.    We enter into interest rate swap and collar agreements to
modify the interest characteristics of our outstanding long-term debt and we have designated each qualifying instrument as a cash flow hedge. We formally document our hedge relationships, including identifying the hedge instruments and hedged items,
as well as our risk management objectives and strategies for entering into the hedge transaction. At hedge inception, and at least quarterly thereafter, we assess whether derivatives used to hedge transactions are highly effective in offsetting
changes in the cash flow of the hedged item. We measure effectiveness by the ability of the interest rate swaps to offset cash flows associated with changes in the variable LIBOR rate associated with our term loan facilities using the hypothetical
derivative method. To the extent the instruments are considered to be effective, changes in fair value are recorded as a component of other comprehensive income. To the extent there is any hedge ineffectiveness, any changes in fair value relating to
the ineffective portion are immediately recognized in earnings as interest expense. When it is determined that a derivative ceases to be a highly effective hedge, we discontinue hedge accounting, and subsequent changes in fair value of the hedge
instrument are recognized in earnings.



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The fair values of our interest rate swaps and collars are obtained from dealer quotes. These values
represent the estimated amount that we would receive or pay to terminate the agreement taking into account the difference between the contract rate of interest and rates currently quoted for agreements of similar terms and maturities.



Risk Factors



You should carefully consider the risks described below before making a decision to invest in our securities. The risks
and uncertainties described below are not the only ones facing us. Additional risks and uncertainties not presently known to us, or that we currently deem immaterial, could negatively impact our results of operations or financial condition in the
future. If any of such risks actually occur, our business, financial condition or results of operations could be materially adversely affected. In that case, the trading price of our securities could decline, and you may lose all or part of your
investment.



Risks Related to Our Industry



The Convenience Store Industry Is Highly Competitive and Impacted
by New Entrants.



The industry and geographic areas in
which we operate are highly competitive and marked by ease of entry and constant change in the number and type of retailers offering the products and services found in our stores. We compete with other convenience store chains, gasoline stations,
supermarkets, drugstores, discount stores, club stores and mass merchants. In recent years, several non-traditional retailers, such as supermarkets, club stores and mass merchants, have impacted the convenience store industry by entering the
gasoline retail business. These non-traditional gasoline retailers have obtained a significant share of the motor fuels market and their market share is expected to grow. In some of our markets, our competitors have been in existence longer and have
greater financial, marketing and other resources than we do. As a result, our competitors may be able to respond better to changes in the economy and new opportunities within the industry. To remain competitive, we must constantly analyze consumer
preferences and competitors offerings and prices to ensure we offer a selection of convenience products and services consumers demand at competitive prices. We must also maintain and upgrade our customer service levels, facilities and
locations to remain competitive and drive customer traffic to our stores. Major competitive factors include, among others, location, ease of access, gasoline brands, pricing, product and service selections, customer service, store appearance,
cleanliness and safety.



Volatility of Wholesale Petroleum Costs Could
Impact Our Operating Results.



Over the past three fiscal
years, our gasoline revenue accounted for approximately 61.5% of total revenues and our gasoline gross profit accounted for approximately 27.8% of total gross profit. Crude oil and domestic wholesale petroleum markets are marked by significant
volatility. General political conditions, acts of war or terrorism, and instability in oil producing regions, particularly in the Middle East and South America, could significantly impact crude oil supplies and wholesale petroleum costs. In
addition, the supply of gasoline for our private brand locations and our wholesale purchase costs could be adversely impacted in the event of a shortage as our gasoline contracts do not guarantee an uninterrupted, unlimited supply of gasoline.
Significant increases and volatility in wholesale petroleum costs could result in significant increases in the retail price of petroleum products and in lower gasoline gross margin per gallon. Increases in the retail price of petroleum products
could impact consumer demand for gasoline. This volatility makes it extremely difficult to predict the impact future wholesale cost fluctuations will have on our operating results and financial condition. These factors could materially impact our
gasoline gallon volume, gasoline gross profit and overall customer traffic, which in turn would impact our merchandise sales.



Wholesale Cost Increases of Tobacco Products Could Impact Our Merchandise Gross Profit.



Sales of tobacco products have averaged approximately 12.8% of our total revenue over the past three fiscal years.
Significant increases in wholesale cigarette costs and tax increases on tobacco products, as well as



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national and local campaigns to discourage smoking in the United States, may have an adverse effect on unit demand for cigarettes domestically. In general,
we attempt to pass price increases on to our customers. However, due to competitive pressures in our markets, we may not be able to do so. These factors could materially impact our retail price of cigarettes, cigarette unit volume and revenues,
merchandise gross profit and overall customer traffic.



Changes in Consumer
Behavior, Travel and Tourism Could Impact Our Business.



In
the convenience store industry, customer traffic is generally driven by consumer preferences and spending trends, growth rates for automobile and truck traffic and trends in travel, tourism and weather. Changes in economic conditions generally or in
the Southeast specifically could adversely impact consumer spending patterns and travel and tourism in our markets. Approximately 40% of our stores are located in coastal, resort or tourist destinations. Historically, travel and consumer behavior in
such markets is more severely impacted by weak economic conditions. If visitors to resort or tourist locations decline due to economic conditions, changes in consumer preferences, changes in discretionary consumer spending or otherwise, our sales
could decline.



Risks Related to Our Business



Unfavorable Weather Conditions or Other Trends or Developments in
the Southeast Could Adversely Affect Our Business.



Substantially all of our stores are located in the southeast region of the United States. Although the Southeast is generally known for its mild weather, the region is susceptible to severe storms including hurricanes, thunderstorms,
extended periods of rain, ice storms and heavy snow, all of which we experienced in fiscal 2003. Inclement weather conditions as well as severe storms in the Southeast could damage our facilities or could have a significant impact on consumer
behavior, travel and convenience store traffic patterns as well as our ability to operate our locations. In addition, we typically generate higher revenues and gross margins during warmer weather months in the Southeast, which fall within our third
and fourth quarters. If weather conditions are not favorable during these periods, our operating results and cash flow from operations could be adversely affected. We would also be impacted by regional occurrences in the Southeast such as energy
shortages or increases in energy prices, fires or other natural disasters.



Inability to Identify, Acquire and Integrate New Stores Could Adversely Affect Our Ability to Grow Our Business.



An important part of our historical growth strategy has been to acquire other convenience stores that complement our existing stores or broaden our
geographic presence, such as our acquisition of 138 convenience stores operating under the Golden Gallon® banner on October 16, 2003. From April 1997 through October 2003, we acquired 1,303 convenience stores in 21 major and numerous smaller transactions. We expect to continue to selectively
review acquisition opportunities as an element of our growth strategy.



Acquisitions involve risks that could cause our actual growth or operating results to differ adversely compared to our expectations or the expectations of securities analysts. For example:



| |  | We may not be able to identify suitable acquisition candidates or acquire additional convenience stores on favorable terms. We compete with others to acquire convenience stores. We
believe that this competition may increase and could result in decreased availability or increased prices for suitable acquisition candidates. It may be difficult to anticipate the timing and availability of acquisition candidates.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | During the acquisition process we may fail or be unable to discover some of the liabilities of companies or businesses which we acquire. These liabilities may result from a prior
owners noncompliance with applicable federal, state or local laws.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  | We may not be able to obtain the necessary financing, on favorable terms or at all, to finance any of our potential acquisitions.
| | - | ---------------------------------------------------------------------------------------------------------------------------------



| |  | We may fail to successfully integrate or manage acquired convenience stores.
| | - | ----------------------------------------------------------------------------



| |  | Acquired convenience stores may not perform as we expect or we may not be able to obtain the cost savings and financial improvements we anticipate.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------



| |  | We face the risk that our existing systems, financial controls, information systems, management resources and human resources will need to grow to support significant growth.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Our Financial Leverage and Debt Covenants Impact Our Fiscal
and Financial Flexibility.



We are highly leveraged, which
means that the amount of our outstanding debt is large compared to the net book value of our assets, and we have substantial repayment obligations under our outstanding debt. We have to use a portion of our cash flow from operations for debt
service, rather than for investing in our operations or to implement our growth strategy. As of September 25, 2003, on a pro forma basis giving effect to the Golden Gallon® acquisition, we had consolidated debt including capital lease obligations of approximately $594.7 million and
shareholders equity of approximately $128.7 million. As of September 25, 2003, on a pro forma basis giving effect to the Golden Gallon® acquisition, our availability under our senior credit facility for borrowing or issuing additional letters of credit was approximately $23.6 million.



We are vulnerable to increases in interest rates because the
debt under our senior credit facility is at a variable interest rate. Although in the past we have on occasion entered into certain hedging instruments in an effort to manage our interest rate risk, we cannot assure you that we will continue to do
so, on favorable terms or at all, in the future.



Our senior
credit facility and the indenture governing our senior subordinated notes contain numerous financial and operating covenants that limit our ability to engage in activities such as acquiring or disposing of assets, engaging in mergers or
reorganizations, making investments or capital expenditures and paying dividends. These covenants require that we meet interest coverage, minimum EBITDA and leverage tests. Our senior credit facility and indenture permit us and our subsidiaries to
incur or guarantee additional debt, subject to various limitations.



Any breach of these covenants could cause a default under our debt obligations and result in our debt becoming immediately due and payable, which would adversely affect our business, financial condition and results of operations. For the
twelve-month period ending September 27, 2001, we failed to satisfy two financial covenants required by our senior credit facility. During the first quarter of fiscal 2002, we received a waiver from our senior credit group and executed an amendment
to the senior credit facility that included, among other things, a modification to the financial covenants and certain increases in the floating interest rate. Our ability to respond to changing business conditions and to secure additional financing
may be restricted by these covenants, which may become more restrictive in the future. We also may be prevented from engaging in transactions, including acquisitions that may be important to our long-term growth strategy, as a result of covenant
restrictions or borrowing capabilities under our credit facilities.



We Are
Subject to State and Federal Environmental and Other Regulations.



Our business is subject to extensive governmental laws and regulations including, but not limited to, environmental regulations, employment laws and regulations, regulations governing the sale of alcohol and tobacco, minimum wage
requirements, working condition requirements, citizenship requirements and other laws and regulations. A violation or change of these laws could have a material adverse effect on our business, financial condition and results of operations.



Under various federal, state and local laws, ordinances and
regulations, we may, as the owner or operator of our locations, be liable for the costs of removal or remediation of contamination at these or our



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former locations, whether or not we knew of, or were responsible for, the presence of such contamination. The failure to properly remediate such
contamination may subject us to liability to third parties and may adversely affect our ability to sell or rent such property or to borrow money using such property as collateral. Additionally, persons who arrange for the disposal or treatment of
hazardous or toxic substances may also be liable for the costs of removal or remediation of such substances at sites where they are located, whether or not such site is owned or operated by such person. Although we do not typically arrange for the
treatment or disposal of hazardous substances, we may be deemed to have arranged for the disposal or treatment of hazardous or toxic substances and, therefore, may be liable for removal or remediation costs, as well as other related costs, including
governmental fines, and injuries to persons, property and natural resources.



Compliance with existing and future environmental laws regulating underground storage tanks may require significant capital expenditures and the remediation costs and other costs required to clean up or treat
contaminated sites could be substantial. We pay tank fees and other taxes to state trust funds in support of future remediation obligations.



These state trust funds or other responsible third parties including insurers are expected to pay or reimburse us for remediation expenses less a
deductible. To the extent third parties do not pay for remediation as we anticipate, we will be obligated to make these payments, which could materially adversely affect our financial condition and results of operations. Reimbursements from state
trust funds will be dependent on the continued viability of these funds.



In the future, we may incur substantial expenditures for remediation of contamination that has not been discovered at existing locations or locations that we may acquire. We cannot assure you that we have identified
all environmental liabilities at all of our current and former locations; that material environmental conditions not known to us do not exist; that future laws, ordinances or regulations will not impose material environmental liability on us; or
that a material environmental condition does not otherwise exist as to any one or more of our locations. In addition, failure to comply with any environmental regulations or an increase in regulations could adversely affect our operating results and
financial condition.



State laws regulate the sale of alcohol
and tobacco products. A violation or change of these laws could adversely affect our business, financial condition and results of operations because state and local regulatory agencies have the power to approve, revoke, suspend or deny applications
for, and renewals of, permits and licenses relating to the sale of these products or to seek other remedies.



Any appreciable increase in the statutory minimum wage rate or income or overtime pay or adoption of mandated health benefits would result in an increase
in our labor costs and such cost increase, or the penalties for failing to comply with such statutory minimums, could adversely affect our business, financial condition and results of operations.



From time to time, regulations are proposed which, if adopted, could also
have an adverse effect on our business, financial condition or results of operations.



We Depend on One Principal Supplier for the Majority of Our Merchandise.



We purchase over 50% of our general merchandise, including most tobacco products and grocery items, from a single wholesale grocer, McLane Company, Inc., or McLane. We have a contract with McLane until October 2008,
but we may not be able to renew the contract upon expiration. A change of suppliers, a disruption in supply or a significant change in our relationship with our principal suppliers could have a material adverse effect on our business, cost of goods,
financial condition and results of operations.



We Depend on Two Principal
Suppliers for the Majority of Our Gasoline.



During
February of 2003, we signed new gasoline supply agreements with BP Products, NA, or BP®, and Citgo Petroleum Corporation, or Citgo®. We expect that BP® and Citgo® will
supply approximately 85%



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of our projected gasoline purchases after an approximately 18-month conversion process. We have contracts with each of BP® and Citgo® until 2008, but we may not be able to renew either contract upon expiration. A change of suppliers, a disruption in
supply or a significant change in our relationship with our principal suppliers could have a material adverse effect on our business, cost of goods, financial condition and results of operations.



We May Not Achieve the Full Expected Cost Savings and Other Benefits of Our Acquisition of
Golden Gallon®



We expect to achieve $8-$10 million of cost savings and benefits within the
12 to 24 months following the acquisition of Golden Gallon®. These cost savings and benefits include, among others, savings associated with the elimination of duplicate overhead and infrastructure, benefits received by Golden Gallon® under our merchandise and gas supply agreements and the expansion of quick service
restaurants in selected stores. While we believe our estimates of these cost savings and benefits to be reasonable, they are estimates which are difficult to predict and are necessarily speculative in nature. There can be no assurance that we will
be able to replicate the results that we achieved at our stores at the Golden Gallon® stores. In addition, we cannot assure you that unforeseen factors will not offset the estimated cost savings and other benefits from the acquisition. As a result, our actual cost savings and other anticipated
benefits could differ or be delayed, compared to our estimates and from the other information contained in this prospectus.



Because We Depend on Our Senior Managements Experience and Knowledge of Our Industry, We Would Be Adversely Affected if Senior Management Left The Pantry.



We are dependent on the continued efforts of our senior
management team, including our President and Chief Executive Officer, Peter J. Sodini. Mr. Sodinis employment contract terminates in September 2006. If, for any reason, our senior executives do not continue to be active in management, our
business, financial condition or results of operations could be adversely affected. We cannot assure you that we will be able to attract and retain additional qualified senior personnel as needed in the future. In addition, we do not maintain key
personnel life insurance on our senior executives and other key employees. We also rely on our ability to recruit store managers, regional managers and other store personnel. If we fail to continue to attract these individuals, our operating results
may be adversely affected.



Other Risks



Future Sales of Additional Shares into the Market May Depress the
Market Price of Our Common Stock.



If our existing
stockholders sell shares of our common stock in the public market, including shares issued upon the exercise of outstanding options, or if the market perceives such sales could occur, the market price of our common stock could decline. As of
December 9, 2003, there were 19,743,615 shares of our common stock outstanding. Of these shares, 6,420,299 shares are freely tradable (unless held by one of our affiliates) and 13,423,393 shares are held by
affiliate investment funds of Freeman Spogli & Co. Pursuant to Rule 144 under the Securities Act of 1933, as amended, during any three-month period our affiliates can resell up to the greater of (a) 1% of our aggregate outstanding common stock
or (b) the average weekly trading volume for the four weeks prior to the sale. In addition, the Freeman Spogli & Co. investment funds, or Freeman Spogli, have registration rights allowing them to require us to register the resale of their
shares. Sales by our existing stockholders also might make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate or to use equity as consideration for future acquisitions.



In addition, we have filed registration statements with the
Securities and Exchange Commission that cover up to 5,100,000 shares issuable pursuant to the exercise of stock options granted and to be granted under our stock option plans. Shares registered on a registration statement may be sold freely at any
time.



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The Interests of Our Largest Stockholder May Conflict with Our Interests and the Interests of Our Other Stockholders.



As of December 9, 2003, Freeman Spogli owned
13,423,393 shares of our common stock. Freeman Spoglis beneficial ownership of our common stock is approximately 67.9%. In addition, four of the nine members of our board of directors are representatives of, or have
consulting arrangements with, Freeman Spogli. As a result of its stock ownership and board representation, Freeman Spogli is in a position to affect our corporate actions such as mergers or takeover attempts of us or may take action on its own in a
manner that could conflict with the interests of our other stockholders. In the past from time to time we have considered strategic alternatives, including a sale of The Pantry, at the request of Freeman Spogli and with the consent of our board of
directors. Although we are not currently considering any strategic alternatives, we may do so in the future.



Any Issuance of Shares of Our Common Stock in the Future Could Have a Dilutive Effect on Your Investment.



If we raise funds in the future by issuing additional shares of common stock, you may experience dilution in the value of your shares. Additionally,
certain types of equity securities that we may issue in the future could have rights, preferences or privileges senior to your rights as a holder of our common stock. We could choose to issue additional shares for a variety of reasons including for
investment or acquisitive purposes. Such issuances may have a dilutive impact on your investment.



The Market Price for Our Common Stock Has Been and May in the Future Be Volatile, Which Could Cause the Value of Your Investment to Decline.



There currently is a public market for our common stock, but there is no assurance that there will always be such a market.
Securities markets worldwide experience significant price and volume fluctuations. This market volatility could significantly affect the market price of our common stock without regard to our operating performance. In addition, the price of our
common stock could be subject to wide fluctuations in response to the following factors among others:



| |  | A deviation in our results from the expectations of public market analysts and investors;
| | - | -----------------------------------------------------------------------------------------



| |  | Statements by research analysts about our common stock, our company or our industry;
| | - | ------------------------------------------------------------------------------------



| |  | Changes in market valuations of companies in our industry and market evaluations of our industry generally;
| | - | -----------------------------------------------------------------------------------------------------------



| |  | Additions or departures of key personnel;
| | - | -----------------------------------------



| |  | Actions taken by our competitors;
| | - | ---------------------------------



| |  | Sales of common stock by the company, senior officers or other affiliates; or
| | - | -----------------------------------------------------------------------------



| |  | Other general economic, political or market conditions, many of which are beyond our control.
| | - | ---------------------------------------------------------------------------------------------



The market price of our common stock will also be impacted by our quarterly operating results and quarterly comparable store
sales growth, which may be expected to fluctuate from quarter to quarter. Factors that may impact our quarterly results and comparable store sales include, among others, general regional and national economic conditions, competition, unexpected
costs and changes in pricing, consumer trends, the number of stores we open and/or close during any given period, costs of compliance with corporate governance and Sarbanes-Oxley requirements, and other factors discussed in Risk Factors
beginning on page 33 and throughout Managements Discussion and Analysis of Financial Condition and Results of Operations.



You may not be able to resell your shares of our common stock at or above the price you pay.



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Our Charter Includes Provisions that May Have the Effect of Preventing or Hindering a Change in Control and Adversely
Affecting the Market Price of Our Common Stock.



Our
certificate of incorporation gives our board of directors the authority to issue up to five million shares of preferred stock and to determine the rights and preferences of the preferred stock, without obtaining stockholder approval. The existence
of this preferred stock could make it more difficult or discourage an attempt to obtain control of The Pantry by means of a tender offer, merger, proxy contest or otherwise. Furthermore, this preferred stock could be issued with other rights,
including economic rights, senior to our common stock, and, therefore, issuance of the preferred stock could have an adverse effect on the market price of our common stock. We have no present plans to issue any shares of our preferred stock.



Other provisions of our certificate of incorporation and
bylaws and of Delaware law could make it more difficult for a third party to acquire us or hinder a change in management even if doing so would be beneficial to our stockholders. These governance provisions could affect the market price of our
common stock. We may, in the future, adopt other measures that may have the effect of delaying, deferring or preventing an unsolicited takeover, even if such a change in control were at a premium price or favored by a majority of unaffiliated
stockholders. These measures may be adopted without any further vote or action by our stockholders.



Any of the above factors may cause actual results to vary materially from anticipated results, historical results or recent trends in operating results
and financial condition.



Item 7A.    Quantitative and Qualitative Disclosures About Market Risk



We are subject to interest rate risk on our existing long-term debt and any future financing requirements. Our fixed rate debt consists primarily of
outstanding balances on our senior subordinated notes and our variable rate debt relates to borrowings under our senior credit facility.



We enter into interest rate swap agreements to modify the interest rate characteristics of our outstanding long-term debt and have designated each
qualifying instrument as a cash flow hedge. We formally document our hedge relationships, including identifying the hedge instruments and hedged items, as well as our risk management objectives and strategies for entering into the hedge transaction.
At hedge inception, and at least quarterly thereafter, we assess whether derivatives used to hedge transactions are highly effective in offsetting changes in the cash flow of the hedged item. We measure effectiveness by the ability of the interest
rate swaps to offset cash flows associated with changes in the variable LIBOR rate associated with our term loan facilities using the hypothetical derivative method. To the extent the instruments are considered to be effective, changes in fair value
are recorded as a component of other comprehensive income (loss). For those interest rate swap agreements that do not qualify for hedge accounting, changes in fair value are recorded as an adjustment to interest expense. Fixed rate swaps are used to
reduce our risk of increased interest costs during periods of rising interest rates. At September 25, 2003, the interest rate on 80.8% of our debt was fixed by either the nature of the obligation or through the interest rate swap arrangements
compared to 75.5% at September 26, 2002.



A one-percentage
point increase in interest rates would not be expected to result in a loss in future earnings.



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The following table presents the notional principal amount, weighted-average pay rate, weighted-average
receive rate and weighted-average years to maturity on our interest rate swap contracts:



Interest Rate Swap Contracts



|                                   |  | September 25,2003      |         |   | September 26,2002 |  
|---------------------------------- |  | ---------------------- | ------- | - | ----------------- | -
|                                   |  | (dollars in thousands) |        
|Notional principal amount          |  | $                      | 202,000 |   |                   | $
|Weighted-average pay rate          |  |                        | 3.77    | % |                   |  
|Weighted-average receive rate      |  |                        | 1.03    | % |                   |  
|Weighted-average years to maturity |  |                        | 1.68    |   |                   |  



As of September 25,
2003 and September 26, 2002, the fair value of our swap and collar agreements represented a liability of $2.9 million and $8.6 million, respectively.



Qualitative Disclosures.Our primary exposure relates to:



| |  |  | interest rate risk on long-term and short-term borrowings;
| | - |  | ----------------------------------------------------------



| |  |  | our ability to refinance our senior subordinated notes at maturity at market rates;
| | - |  | -----------------------------------------------------------------------------------



| |  |  | the impact of interest rate movements on our ability to meet interest expense requirements and exceed financial covenants; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------



| |  |  | the impact of interest rate movements on our ability to obtain adequate financing to fund future acquisitions.
| | - |  | --------------------------------------------------------------------------------------------------------------



We manage interest rate risk on our outstanding long-term and short-term debt
through the use of fixed and variable rate debt. While we cannot predict or manage our ability to refinance existing debt or the impact interest rate movements will have on our existing debt, management continues to evaluate our financial position
on an ongoing basis.



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PART III



Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholders

Matters



The following
table sets forth information, as of December 9, 2003, regarding shares of our common stock owned of record or known to us to be beneficially owned by:



| |  |  | each of our directors;
| | - |  | ----------------------



| |  |  | our Chief Executive Officer and each of our four other most highly compensated executive officers;
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | all those known by us to beneficially own more than 5% of our outstanding common stock; and
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | all of our executive officers and directors as a group.
| | - |  | -------------------------------------------------------



Except as otherwise indicated:



| |  |  | the persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property
laws, where applicable; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the address of each of the stockholders listed in this table is as follows: c/o The Pantry, Inc., P.O. Box 1410, 1801 Douglas Drive, Sanford, North Carolina 27330.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



The percentages shown below have been calculated
based on 19,743,615 total shares of common stock outstanding as of December 9, 2003.



|Name and Address of Beneficial Owner                                 |  | Shares of Common StockBeneficially Owned (1) |      |  | Percentage of Class |  
|-------------------------------------------------------------------- |  | -------------------------------------------- | ---- |  | ------------------- | -
|Freeman Spogli & Co.(2)                                              |  |                                              |      |  |                     |  
|FS Equity Partners III, L.P.                                         |  | 8,759,164                                    |      |  | 44.4                | %
|FS Equity Partners IV, L.P.                                          |  | 4,311,704                                    |      |  | 21.8                | %
|FS Equity Partners International, L.P.                               |  | 352,525                                      |      |  | 1.8                 | %
|Todd W. Halloran                                                     |  |                                             |      |  |                    |  
|Jon D. Ralph                                                         |  |                                             |      |  |                    |  
|Charles P. Rullman                                                   |  |                                             |      |  |                    |  
|Chilton Investment Company, Inc.(3)                                  |  | 2,691,415                                    |      |  | 13.6                | %
|Peter J. Sodini(4)                                                   |  | 470,158                                      |      |  | 2.3                 | %
|Peter M. Starrett(5)                                                 |  | 72,185                                       |      |  | *                   |  
|Joseph A. Krol(6)                                                    |  | 104,666                                      |      |  | *                   |  
|Steven J. Ferreira(7)                                                |  | 91,437                                       |      |  | *                   |  
|David M. Zaborski(8)                                                 |  | 51,150                                       |      |  | *                   |  
|Hubert E. Yarborough, III(9)                                         |  | 20,500                                       |      |  | *                   |  
|Byron E. Allumbaugh                                                  |  | 31,667                                       |      |  | *                   |  
|Thomas M. Murnane(10)                                                |  | 16,667                                       |      |  | *                   |  
|Paul L. Brunswick                                                    |  |                                             |      |  | *                   |  
|Gregory J. Tornberg(11)                                              |  | 39,333                                       |      |  | *                   |  
|All directors and executive officers as a group (14 individuals)(12) |  | 14,332,823                                   | (13) |  | 70.1                | %

---

|* | Less than 1.0%.
|- | ---------------

|(1) | Pursuant to the rules of the Securities and Exchange Commission, certain shares of our common stock which a person has the right to acquire within 60 days of the
date shown above pursuant to the exercise of stock options are deemed to be outstanding for the purpose of computing the percentage ownership of such
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



(footnotes continued on following page)



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| | person but are not deemed outstanding for the purpose of computing the percentage ownership of any other person. Such shares are described below as being
subject to presently exercisable stock options.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Includes 1,607,855 shares issued pursuant to a cashless exercise on December 9, 2003, of the warrants held by Freeman Spogli. The business address of Freeman Spogli & Co., FS
Equity Partners III, L.P. and FS Equity Partners IV, L.P. is 11100 Santa Monica Boulevard, Suite 1900, Los Angeles, California 90025. The business address of FS Equity Partners International, L.P. is c/o Padget-Brown & Company, Ltd., West Winds
Building, Third Floor, Grand Cayman, Cayman Islands, British West Indies.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Based on an Amendment No. 3 to Schedule 13G filed with the Securities and Exchange Commission on August 29, 2003. The business address of Chilton Investment Company, Inc. is 1266
East Main Street, 7th Floor, Stamford, Connecticut, 06920.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Includes 402,071 shares of common stock subject to presently exercisable stock options.
|--- | ---------------------------------------------------------------------------------------

|(5) | Mr. Starretts business address is c/o Freeman Spogli, 11100 Santa Monica Boulevard, Suite 1900, Los Angeles, California 90025.
|--- | -------------------------------------------------------------------------------------------------------------------------------

|(6) | Includes 95,792 shares of common stock subject to presently exercisable stock options.
|--- | --------------------------------------------------------------------------------------

|(7) | Includes 82,000 shares of common stock subject to presently exercisable stock options.
|--- | --------------------------------------------------------------------------------------

|(8) | Includes 50,500 shares of common stock subject to presently exercisable stock options.
|--- | --------------------------------------------------------------------------------------

|(9) | Includes 20,000 shares of common stock subject to presently exercisable stock options.
|--- | --------------------------------------------------------------------------------------

|(10) | Includes 6,667 shares of common stock subject to presently exercisable stock options.
|---- | -------------------------------------------------------------------------------------

|(11) | Includes 39,333 shares of common stock subject to presently exercisable stock options.
|---- | --------------------------------------------------------------------------------------

|(12) | Includes 675,363 shares of common stock subject to presently exercisable stock options.
|---- | ---------------------------------------------------------------------------------------

|(13) | Includes 13,423,393 shares of common stock owned by Freeman Spogli, since Messrs. Halloran, Ralph and Rullman are affiliated with those entities.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------



Equity Compensation Plan Information



We maintain our stock option plans, pursuant to which we may grant equity
awards to eligible persons. The following table sets forth aggregate information regarding our compensation plans in effect as of September 25, 2003.



|                                                           |  | (a)                                                                    |  | ( b)                                                   |      | (c)                                                                                                                              
|---------------------------------------------------------- |  | ---------------------------------------------------------------------- |  | ------------------------------------------------------ | ---- | ---------------------------------------------------------------------------------------------------------------------------------
|Plan Category                                              |  | Number of Securities to be Issued Upon Exercise of Outstanding Options |  | Weighted-Average Exercise Price of Outstanding Options |      | Number of Securities Available for Future Issuances Under Equity Compensation Plans (excluding
Securities reflected in Column(a))
|Equity compensation plans approved by security holders     |  | 1,305,892                                                              |  | $                                                      | 6.85 |                                                                                                                                  
|Equity compensation plans not approved by security holders |  | N/A                                                                    |  |                                                        | N/A  |                                                                                                                                  
|                                                           |  |                                                                        |  |                                                        |      |                                                                                                                                  
|Total                                                      |  | 1,305,892                                                              |  | $                                                      | 6.85 |                                                                                                                                  
|                                                           |  |                                                                        |  |                                                        |      |                                                                                                                                  



See Notes to
Consolidated Financial StatementsNote 16Stock Options and Other Equity Instruments for descriptions of the 1998 Stock Option Plan and the 1999 Stock Option Plan. Please note that such descriptions are a summary of the material
terms and provisions of the respective plans and are not intended to be complete. Such descriptions are qualified in their entirety by reference to the full text of each such plan, a copy of each of which has been filed with the SEC and is available
at the SECs website http://www.sec.gov.



Item 13.    Certain Relationships and Related Transactions



Stock Subscription Plan



Our 1998 stock subscription plan permits our employees, including directors and executive officers, and our consultants to purchase up to an aggregate of 158,100 shares of common stock at a purchase price equal to the fair market value on
the date of purchase. The purchase price for all common stock purchased under our stock



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subscription plan was $11.27 per share and was paid in cash and/or the delivery to us of a secured promissory note payable to us or one of our subsidiaries.
As of December 9, 2003, we have issued 134,436 shares of common stock, net of subsequent repurchases of 6,273 shares, to 38 employees under our stock subscription plan.



We have the right to repurchase shares purchased under this plan upon an employees termination of employment. This
right terminates with respect to each share on the first anniversary of the purchase date for such share. In addition, Freeman Spogli has the right to require the sale of all shares purchased under the stock subscription plan in the event it sells
all of its holdings of our common stock.



No shares were
purchased by our Chief Executive Officer or any of our other four most highly compensated officers during the last fiscal year pursuant to the stock subscription plan; however, in connection with previous purchases of our common stock under our
stock subscription plan, Mr. Sodini was indebted to us for $100,100 plus interest at a rate of 8.5% per annum. During fiscal 2003, this promissory note was repaid in full.



Stock Option Plans



We adopted the 1998 stock option plan in January 1998. The 1998 stock option plan provides for the grant of incentive stock options and nonqualified stock
options, as appropriate, to our officers, employees, consultants and members of the board of directors. An aggregate of 1,275,000 shares of common stock have been reserved for issuance under the 1998 stock option plan as of December 9, 2003. Options
to acquire 320,892 shares of common stock are outstanding under the 1998 stock option plan with exercise prices no less than the fair market value of our common stock on the date of grant. In January 2003, our board of directors terminated the 1998
stock option plan, but its provisions continue to govern options to purchase common stock which were outstanding as of the date of termination.



On June 3, 1999, we adopted a new 1999 stock option plan with provisions similar to the 1998 stock option plan, providing for the grant of incentive stock
options and non-qualified stock options to our officers, directors, employees and consultants. Up to 3,825,000 shares of our common stock initially were reserved for issuance under the 1999 stock option plan. In connection with the termination of
the 1998 stock option plan in January 2003, our board of directors amended the 1999 stock option plan to increase the number of shares of common stock that may be used under the 1999 stock option plan by 882,505 shares, which was the number of
shares that remained available for issuance under the 1998 stock option plan at that time. As amended, up to 4,707,505 shares of our common stock are reserved for issuance under the 1999 stock option plan. Options to acquire 1,161,670 shares
of common stock are outstanding under the 1999 stock option plan as of December 9, 2003 with exercise prices no less than the fair market value of our common stock on the date of grant.



Each of the 1998 and 1999 stock option plans are administered by our board of directors or a committee of our board of
directors. The exercise price of options granted under the 1999 stock option plan is no less than the fair market value of our common stock on the date of grant. Options granted under the 1999 stock option plan generally vest in equal annual
installments over a three-year period, and may be exercised, in whole or in part, to the extent vested. Options granted under the 1999 stock option plan generally have terms of up to seven years. Additionally, the terms and conditions of awards
under the plans may differ from one grant to another.



Freeman
Spogli has the right to require the sale of shares purchased under the stock option plans in the event it sells all of its holdings of our common stock. Similarly, under certain circumstances, a purchaser of shares under our stock subscription plan
may be forced to sell all of the shares purchased under such plan if Freeman Spogli finds a third party buyer for all or part of the shares of common stock held by Freeman Spogli.





Registration Rights Agreements



We have entered into a registration rights agreement with Freeman Spogli and
Mr. Sodini. The registration rights agreement obligates us:



| |  |  | on up to three occasions at the request of holders of at least 50% of the common stock held by the parties to the agreement, to register the resale of all common stock held by the
requesting holders;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | at any time to register the resale of shares of common stock having a value of more than $5 million at the request of any party; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | at any time, to allow any party to include shares in any registration of common stock by us.
| | - |  | --------------------------------------------------------------------------------------------



In addition, we have entered into a separate registration rights agreement with Freeman Spogli granting demand and piggyback
registration rights with respect to the common stock issuable upon exercise of the warrants to purchase shares of our common stock held by Freeman Spogli. The warrants were executed in full in a cashless exercise on December 9, 2003 for 1,607,855
shares of our common stock.



Employment and Severance Arrangements



We have entered into employment agreements with our Chief
Executive Officer and each of our other executive officers that provide for certain severance payments upon a change of control of our company.



Peter J. Sodini.    We entered into an employment agreement with Mr. Sodini on October 1, 1997. The agreement was subsequently
amended to provide that the term shall expire on September 30, 2006. The agreement provides for:



| |  |  | an annual base salary of $475,000 (subject to annual adjustment by the board of directors);
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | participation in any of our benefit programs; and
| | - |  | -------------------------------------------------



| |  |  | participation in an incentive bonus program that provides for a payout of a minimum of 25% upon the achievement of goals determined by the board of directors (this bonus arrangement
is not tied to specific objectives  principal factors considered by the board of directors are increases in earnings per share, EBITDA improvement, comparable sales growth, acquisition quality and future outlook).
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Pursuant to the terms of the agreement, if we terminate Mr. Sodini prior to a
change in control with just cause, Mr. Sodini shall be entitled to his then effective compensation and benefits through the last day of his actual employment. If Mr. Sodini is terminated because of death or disability, we will pay to the
estate of Mr. Sodini, in the case of his death, or to Mr. Sodini, in the case of his disability, one years pay less amounts paid under any disability plan.



If Mr. Sodini is terminated by us prior to a change in control without just cause, he will be entitled to
amounts due him on the effective termination date, severance pay equal to his then current monthly salary for a period of 18 months and continued medical insurance coverage during the severance payment period (unless he is able to procure medical
insurance coverage from a subsequent employer).



If Mr.
Sodinis employment is terminated without cause or for good reason following a change in control, then Mr. Sodini is entitled to salary continuation and benefits for 24 months.



For purposes of Mr. Sodinis employment agreement, the terms below have
the following meanings:



Change in control occurs
if:



| |  |  | a change in control, of a nature that would be required to be disclosed in our proxy statement, occurs, whether or not we are required to so disclose it in our proxy statement;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | any person (which could include two or more persons acting as a partnership, limited partnership, syndicate or other group), other than The Pantry, a
trustee or other fiduciary holding securities under
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | one of our employee benefit plans or a company owned by our stockholders becomes the beneficial owner (as defined under the federal securities
laws) of securities representing more than 50% of our combined voting power;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | any person, other than our existing stockholders, becomes the beneficial owner of more than 50% of our outstanding voting securities;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------



| |  |  | we consummate certain mergers or consolidations; or
| | - |  | ---------------------------------------------------



| |  |  | we are liquidated or we sell or dispose of all or substantially all of our assets.
| | - |  | ----------------------------------------------------------------------------------



Good reason includes:



| |  |  | a reduction in Mr. Sodinis annual base salary;
| | - |  | -----------------------------------------------



| |  |  | an adverse alteration in the nature of his position or responsibilities;
| | - |  | ------------------------------------------------------------------------



| |  |  | moving Mr. Sodinis employment base more than 25 miles from its current location; or
| | - |  | ------------------------------------------------------------------------------------



| |  |  | a good faith determination by Mr. Sodini that as a result of the change in control, he is not able to discharge his duties effectively.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------



Cause includes:



| |  |  | a willful and continued failure to perform;
| | - |  | -------------------------------------------



| |  |  | engaging in conduct that injures us; and
| | - |  | ----------------------------------------



| |  |  | being convicted of a felony or any crime of moral turpitude.
| | - |  | ------------------------------------------------------------



Mr. Sodinis agreement contains covenants prohibiting Mr. Sodini, through the period ending on the later of 18 months after termination or such time
as he no longer receives severance benefits from us, from competing with us or soliciting our employees for employment.



Other Executive Officers.    We have also entered into employment agreements with each of Messrs. Ferreira, Kelly, Krol,
Zaborski and Tornberg. The agreements are for one year terms, ending on April 30, 2004, but renew for successive one-year terms unless either party gives the other notice of non-renewal or the agreement is otherwise terminated. If any of the above
listed executive officers is terminated without cause prior to a change in control, he would receive salary continuation for 12 months or until such time as he engages in other employment, after which he would receive the
difference, if any, between his previous salary with us and his new salary.



If the executive officers employment is terminated without cause or for good reason following a change in control, he would receive salary continuation and health insurance for a period
of 24 months from the termination date or until such time he engages in other employment, after which he would receive the difference, if any, between his previous salary with us and his new salary.



For purposes of our employment agreements with each of the above named
officers, the terms below have the following meanings:



A
change in control occurs if:



| |  |  | any person (which could include two or more persons acting as a partnership, limited partnership, syndicate or other group), other than The Pantry, a
trustee or other fiduciary holding securities under one of our employee benefit plans or a company owned by our stockholders becomes the beneficial
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



45



---

##### Table of Contents

| | owner (as defined under the federal securities laws) of securities representing more than 50% of our outstanding voting power;
| | -------------------------------------------------------------------------------------------------------------------------------



| |  |  | any person, other than our existing stockholders, becomes the beneficial owner of more than 50% of our outstanding voting securities;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------



| |  |  | we consummate certain mergers or consolidations; or
| | - |  | ---------------------------------------------------



| |  |  | we are liquidated or we sell or dispose of all or substantially all of our assets.
| | - |  | ----------------------------------------------------------------------------------



Good reason includes:



| |  |  | a reduction in annual base salary;
| | - |  | ----------------------------------



| |  |  | an adverse alteration in the nature of the executive officers position or responsibility;
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | moving the executive officer more than 50 miles from his current location;
| | - |  | --------------------------------------------------------------------------



| |  |  | the failure to pay the executive officer any portion of his current compensation or compensation under any deferred compensation program within seven days of the due date; or
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the failure to provide the executive officer with benefits substantially similar to those enjoyed by him under any of our plans that he was participating in at the time of a change
in control.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Cause means:



| |  |  | willful and continued failure to perform his duties;
| | - |  | ----------------------------------------------------



| |  |  | insubordination;
| | - |  | ----------------



| |  |  | conduct demonstrably and materially injurious to us; or
| | - |  | -------------------------------------------------------



| |  |  | conviction of or entry of plea of guilty or nolo contendre to any crime involving moral turpitude or any felony.
| | - |  | ----------------------------------------------------------------------------------------------------------------



Each agreement with the above-named officers contains a covenant prohibiting
such officer through the period ending on the later of 12 months after termination or such time as he no longer receives severance benefits from us, from competing with us or soliciting our employees for employment.



46



---

##### Table of Contents

PART IV



Item 15.    
Exhibits, Financial Statement Schedules and Reports on Form 8-K



(a)    Financial Statements, Financial Statement Schedules and ExhibitsThe following documents are filed as part of the Annual Report on Form 10-K filed on December 9, 2003.



| | (i) | Consolidated Financial StatementsSee index on page 41 of the Annual Report on Form 10-K filed on December 9, 2003.
| | --- | -------------------------------------------------------------------------------------------------------------------



| | (ii) | Financial Statement ScheduleSee index on page 41 of the Annual Report on Form 10-K filed on December 9, 2003.
| | ---- | --------------------------------------------------------------------------------------------------------------



| | (iii) | Exhibits:
| | ----- | ---------



|Exhibit No. |        |  | Description of Document                                                                                                                                                                                                                                                                                                                      
|----------- | ------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1         | (1)    |  | Purchase Agreement dated August 25, 2003 by and among The Pantry, Ahold Real Properties LLC, Golden Gallon Holding LLC, Golden Gallon-GA LLC, Golden Gallon-TN LLC, and for limited
purposes, Ahold USA, Inc., BI-LO, LLC and BI-LO Brands, Inc.                                                                                             
|            |       
|2.2         | (1)    |  | List of Exhibits and Schedules omitted from the Purchase Agreement referenced in Exhibit 2.1 above.                                                                                                                                                                                                                                          
|            |       
|2.3         | (1)    |  | Purchase and Sale Agreement dated October 9, 2003 by and among The Pantry, RI TN 1, LLC, RI TN 2, LLC, RI GA 1, LLC, and Crestnet 1, LLC.                                                                                                                                                                                                    
|            |       
|2.4         | (1)    |  | List of Exhibits omitted from the Purchase and Sale Agreement referenced in Exhibit 2.3 above.                                                                                                                                                                                                                                               
|            |       
|2.5         | (1)    |  | Form of Lease Agreement between The Pantry and certain parties to the Purchase and Sale Agreement referenced in Exhibit 2.3 above.                                                                                                                                                                                                           
|            |       
|2.6         | (1)    |  | Intellectual Property Transfer and Agreement to be Bound dated October 16, 2003 by and between Koninklijke Ahold N.V. and The Pantry.                                                                                                                                                                                                        
|            |       
|2.7         | (1)    |  | List of Schedules and Exhibits omitted from Intellectual Property Transfer and Agreement to be Bound referenced in Exhibit 2.6 above.                                                                                                                                                                                                        
|            |       
|3.1         | (2)    |  | Amended and Restated Certificate of Incorporation of The Pantry.                                                                                                                                                                                                                                                                             
|            |       
|3.2         | (2)    |  | Amended and Restated Bylaws of The Pantry.                                                                                                                                                                                                                                                                                                   
|            |       
|4.1         | (3)    |  | Indenture dated as of October 23, 1997 among The Pantry, Sandhills, Lil Champ and United States Trust Company of New York, as Trustee, with respect to the 101⁄4% Senior
Subordinated Notes due 2007 (including the form of 101/4% Senior Subordinated Notes due
2007).                                                                       
|            |       
|4.2         | (2)    |  | Amended and Restated Registration Rights Agreement dated July 2, 1998 among The Pantry, FS Equity Partners III, L.P. (FSEP III), FS Equity Partners IV, L.P.
(FSEP IV), FS Equity Partners International, L.P. (FSEP International), Peter J. Sodini, Chase Manhattan Capital, L.P., CB Capital Investors, L.P., and Baseball Partners.
|            |       
|4.3         | (4)    |  | Amendment No. 1 to the Amended and Restated Registration Rights Agreement dated as of June 1, 1999 among The Pantry, FSEP III, FSEP IV, FSEP International, Chase Manhattan
Capital, L.P., CB Capital Investors, L.P., Baseball Partners and Peter J. Sodini.                                                                                
|            |       
|4.4         | *      |  | Registration Rights Agreement dated December 30, 1996, by and among The Pantry, FSEP III and FSEP International.                                                                                                                                                                                                                             
|            |       
|10.1        | (5)(6) |  | The Pantry, Inc. 1998 Stock Option Plan.                                                                                                                                                                                                                                                                                                     
|            |       
|10.2        | (2)    |  | Form of Incentive Stock Option Agreement.                                                                                                                                                                                                                                                                                                    



47



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##### Table of Contents

|Exhibit No. |        |  | Description of Document                                                                                                                                                                                                                                                                                                                             
|----------- | ------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.3        | (3)    |  | Stock Purchase Agreement dated October 23, 1997 among The Pantry, FSEP III, FSEP International, CB Capital Investors, L.P. and Peter J. Sodini.                                                                                                                                                                                                     
|            |       
|10.4        | (3)    |  | Contribution to Capital Agreement dated October 23, 1997 among The Pantry, FSEP III, FSEP International, Chase Manhattan Capital, L.P., and Baseball Partners.                                                                                                                                                                                      
|            |       
|10.5        | (7)    |  | Amended and Restated Credit Agreement dated April 14, 2003 among The Pantry, as borrower, R&H Maxxon, Inc. and Kangaroo, Inc., subsidiaries of The Pantry, as guarantors,
Wachovia, as administrative agent and lender, Wells Fargo, as syndication agent and lender and Credit Industriel Et Commercial and Smoky River CDO L.P., as lenders.      
|            |       
|10.6        | (1)    |  | First Amendment to Credit Agreement dated October 16, 2003 by and among The Pantry, as borrower, R&H Maxxon, Inc. and Kangaroo, Inc., subsidiaries of The Pantry, as
guarantors, Wachovia, as administrative agent and lender, Wells Fargo, as syndication agent and lender and certain other lenders, as identified in the signature pages thereto.
|            |       
|10.7        | (7)    |  | Amended and Restated Pledge Agreement dated as of April 14, 2003 between The Pantry and R&H Maxxon, Inc. and Kangaroo, Inc., subsidiaries of The Pantry, all as pledgors and
Wachovia, as administrative agent.                                                                                                                                     
|            |       
|10.8        | (7)    |  | Amended and Restated Security Agreement dated as of April 14, 2003 between The Pantry and R&H Maxxon, Inc. and Kangaroo, Inc., subsidiaries of The Pantry, all as obligors and
Wachovia, as administrative agent.                                                                                                                                   
|            |       
|10.9        | (3)    |  | Company Trademark Security Agreement dated as of October 23, 1997 between The Pantry and First Union, as administrative agent.                                                                                                                                                                                                                      
|            |       
|10.10       | (3)    |  | Form of Amended and Restated Deed of Trust, Security Agreement, Assignment of Rents and Leases and Fixture Filing (North Carolina) dated October 23, 1997 among The Pantry, David
R. Cannon, as Trustee, and First Union as Agent.                                                                                                                  
|            |       
|10.11       | (3)(6) |  | Employment Agreement dated October 1, 1997 between Peter J. Sodini and The Pantry.                                                                                                                                                                                                                                                                  
|            |       
|10.12       | (4)(6) |  | Amendment No. 1 to Employment Agreement between The Pantry and Peter J. Sodini.                                                                                                                                                                                                                                                                     
|            |       
|10.13       | (9)(6) |  | Amendment No. 2 to Employment Agreement between The Pantry and Peter J. Sodini.                                                                                                                                                                                                                                                                     
|            |       
|10.14       | (10)   |  | Amendment No. 3 to Employment Agreement between The Pantry and Peter J. Sodini.                                                                                                                                                                                                                                                                     
|            |       
|10.15       | (11)   |  | Employment Agreement dated May 2, 2003 between Daniel J. Kelly and The Pantry.                                                                                                                                                                                                                                                                      
|            |       
|10.16       | (11)   |  | Employment Agreement dated May 1, 2003 between Steven J. Ferreira and The Pantry.                                                                                                                                                                                                                                                                   
|            |       
|10.17       | (11)   |  | Employment Agreement dated May 3, 2003 between Joseph A. Krol and The Pantry.                                                                                                                                                                                                                                                                       
|            |       
|10.18       | (11)   |  | Employment Agreement dated May 6, 2003 between David M. Zaborski and The Pantry.                                                                                                                                                                                                                                                                    
|            |       
|10.19       | (11)   |  | Employment Agreement dated May 6, 2003 between Gregory J. Tornberg and The Pantry.                                                                                                                                                                                                                                                                  
|            |       
|10.20       | (3)    |  | Form of Amended and Restated Mortgage, Security Agreement, Assignment of Rents and Leases And Fixture Filing (South Carolina) dated October 23, 1997 between The Pantry and First
Union, as Agent.                                                                                                                                                  
|            |       
|10.21       | (3)    |  | Form of Amended and Restated Deed of Trust, Security Agreement, Assignment of Rents and Leases and Fixture Filing (Tennessee) dated October 23, 1997 among The Pantry, David R.
Cannon, as Trustee, and First Union, as Agent.                                                                                                                      
|            |       
|10.22       | (3)    |  | Form of Amended and Restated Mortgage, Security Agreement, Assignment of Rents and Leases (Kentucky) dated October 23, 1997 between The Pantry and First Union, as
Agent.                                                                                                                                                                           



48



---

##### Table of Contents

|Exhibit No. |         |  | Description of Document                                                                                                                                                                                                                                                                                                                              
|----------- | ------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.23       | (3)     |  | Form of Amended and Restated Mortgage, Security Agreement, Assignment of Rents and Leases and Fixture Filing (Indiana) dated October 23, 1997 between The Pantry and First Union,
as Agent.                                                                                                                                                          
|            |        
|10.24       | (3)     |  | Form of Mortgage, Security Agreement, Assignment of Rents and Leases and Fixture Filing (Florida) dated October 23, 1997 between Lil Champ and First Union, as
Agent.                                                                                                                                                                               
|            |        
|10.25       | (3)     |  | Form of Deed to Secure Debt, Security Agreement, and Assignment of Rents (Georgia) dated October 23, 1997 between Lil Champ and First Union, as Agent.                                                                                                                                                                                              
|            |        
|10.26       | (2)     |  | Form of Subsidiary Guaranty.                                                                                                                                                                                                                                                                                                                         
|            |        
|10.27       | (2)     |  | Form of Subsidiary Security Agreement.                                                                                                                                                                                                                                                                                                               
|            |        
|10.28       | (2)     |  | Form of Subsidiary Pledge Agreement.                                                                                                                                                                                                                                                                                                                 
|            |        
|10.29       | (2)     |  | Form of Subsidiary Trademark Security Agreement.                                                                                                                                                                                                                                                                                                     
|            |        
|10.30       | (8)     |  | The Pantry Inc. 1998 Stock Subscription Plan.                                                                                                                                                                                                                                                                                                        
|            |        
|10.31       | (2)     |  | Form of Stock Subscription Agreement.                                                                                                                                                                                                                                                                                                                
|            |        
|10.32       | (2)     |  | Stock Purchase Agreement dated July 2, 1998 among The Pantry, FSEP IV and CB Capital Investors, L.P.                                                                                                                                                                                                                                                 
|            |        
|10.33       | (9)     |  | Distribution Service Agreement dated as of March 29, 1998 among The Pantry, Lil Champ and McLane Company, Inc., as amended (asterisks located within the exhibit denote
information which has been deleted pursuant to a confidential treatment filing with the Securities and Exchange Commission).                                                
|            |        
|10.34       | (12)    |  | Third Amendment to the Distribution Service Agreement by and among The Pantry, Lil Champ Food Stores, Inc. and McLane Company, Inc. dated October 5, 2002 (asterisks located
within the exhibit denote information which has been deleted pursuant to a confidential treatment filing with the Securities and Exchange Commission).                 
|            |        
|10.35       | *       |  | Fourth Amendment to the Distribution Service Agreement dated October 16, 2003, by and between The Pantry and McLane Company, Inc. (asterisks located within the exhibit denote
information which has been deleted pursuant to a confidential treatment filing with the Securities and Exchange Commission).                                          
|            |        
|10.36       | (2)     |  | Form of Indemnification Agreement.                                                                                                                                                                                                                                                                                                                   
|            |        
|10.37       | (2)     |  | Common Stock Purchase Warrant dated December 30, 1996.                                                                                                                                                                                                                                                                                               
|            |        
|10.38       | (2)     |  | Common Stock Purchase Warrant dated December 30, 1996.                                                                                                                                                                                                                                                                                               
|            |        
|10.39       | (2)     |  | 1999 Stock Option Plan.                                                                                                                                                                                                                                                                                                                              
|            |        
|10.40       | (6)(12) |  | Management and Administrative Incentive Plan.                                                                                                                                                                                                                                                                                                        
|            |        
|10.41       | (13)    |  | Branded Jobber Contract between The Pantry and BP Products North America Inc. dated as of February 1, 2003, as amended (asterisks located within the exhibit denote information
which has been deleted pursuant to a confidential treatment filing with the Securities and Exchange Commission).                                                     
|            |        
|10.42       | (13)    |  | Distributor Franchise Agreement between The Pantry and CITGO Petroleum Corporation dated as of August 2000, including Amended and Restated Addendum dated February 11, 2003
(asterisks located within the exhibit denote information which has been deleted pursuant to a confidential treatment filing with the Securities and Exchange Commission).



49



---

##### Table of Contents

|Exhibit No. |  | Description of Document                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.43(13)   |  | Letter of Preferability regarding change in Goodwill Impairment test date change from Deloitte & Touche LLP.                                                                                                                                                                                                                                                                                                                                                                                               
|            | 
|10.44*      |  | Letter Agreement dated November 4, 2003 by and among The Pantry, as borrower, R&H Maxxon, Inc. and Kangaroo, Inc., subsidiaries of The Pantry, as guarantors, and Wachovia, as
administrative agent and lender.                                                                                                                                                                                                                                                                                            
|            | 
|10.45*(6)   |  | Amendment No. 4 to Employment Agreement between The Pantry and Peter J. Sodini.                                                                                                                                                                                                                                                                                                                                                                                                                            
|            | 
|12.1*       |  | Statement regarding Computation of Earnings to Fixed Charges Ratio.                                                                                                                                                                                                                                                                                                                                                                                                                                        
|            | 
|21.1*       |  | Subsidiaries of The Pantry.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|            | 
|23.1*       |  | Consent of Deloitte & Touche, LLP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|            | 
|31.1        |  | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                               
|            | 
|31.2        |  | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                               
|            | 
|32.1*       |  | Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002. [This exhibit is being furnished pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by that act, be deemed to be incorporated by reference into any document or filed herewith for purposes of liability under the Securities Exchange Act of 1934, as amended,
or the Securities Act of 1933, as amended, as the case may be.]
|            | 
|32.2*       |  | Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002. [This exhibit is being furnished pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by that act, be deemed to be incorporated by reference into any document or filed herewith for purposes of liability under the Securities Exchange Act of 1934, as amended,
or the Securities Act of 1933, as amended, as the case may be.]

---

|* | Previously filed with the Annual Report on Form 10-K for the year ended September 25, 2003, filed with the Securities and Exchange Commission on December 9, 2003.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(1) | Incorporated by reference from The Pantrys current Report on Form 8-K dated October 31, 2003.
|--- | ----------------------------------------------------------------------------------------------

|(2) | Incorporated by reference from The Pantrys Registration Statement on Form S-1, as amended (Registration No. 333-74221).
|--- | ------------------------------------------------------------------------------------------------------------------------

|(3) | Incorporated by reference from The Pantrys Registration Statement on Form S-4 (Registration No. 333-42811).
|--- | ------------------------------------------------------------------------------------------------------------

|(4) | Incorporated by reference from The Pantrys Quarterly Report on Form 10-Q for the quarterly period ended June 24, 1999.
|--- | -----------------------------------------------------------------------------------------------------------------------

|(5) | Incorporated by reference from The Pantrys Quarterly Report on Form 10-Q for the quarterly period ended December 25, 1997.
|--- | ---------------------------------------------------------------------------------------------------------------------------

|(6) | Represents a management contract or compensation plan arrangement.
|--- | ------------------------------------------------------------------

|(7) | Incorporated by reference from The Pantrys Current Report on Form 8-K dated April 24, 2003.
|--- | --------------------------------------------------------------------------------------------

|(8) | Incorporated by reference from The Pantrys Current Report on Form 8-K dated February 8, 1999.
|--- | ----------------------------------------------------------------------------------------------

|(9) | Incorporated by reference from The Pantrys Annual Report on Form 10-K, as amended, for the year ended September 27, 2001.
|--- | --------------------------------------------------------------------------------------------------------------------------

|(10) | Incorporated by reference from The Pantrys Quarterly Report on Form 10-Q for the quarterly period ended December 26, 2002.
|---- | ---------------------------------------------------------------------------------------------------------------------------

|(11) | Incorporated by reference from The Pantrys Quarterly Report on Form 10-Q for the quarterly period ended June 26, 2003.
|---- | -----------------------------------------------------------------------------------------------------------------------

|(12) | Incorporated by reference from The Pantrys Annual Report on Form 10-K for the year ended September 26, 2002.
|---- | -------------------------------------------------------------------------------------------------------------

|(13) | Incorporated by reference from The Pantrys Quarterly Report on Form 10-Q for the quarterly period ended March 27, 2003.
|---- | ------------------------------------------------------------------------------------------------------------------------



50



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##### Table of Contents

(b)    Reports on Form 8-K.



(i)    On July 31, 2003, we filed a
Current Report on Form 8-K containing a press release reporting final financial results for the quarter ended June 26, 2003, which included selected financial data for the quarter ended June 27, 2003 and for other selected periods. Information
furnished in the Form 8-K referenced in the prior sentence is not deemed to be filed with the SEC.



(ii)   On August 26, 2003, we filed a Current Report on Form 8-K announcing that we had signed a definitive agreement to
acquire from Ahold, U.S.A. the operating assets of 138 convenience stores, 90 in Tennessee and 48 in northwest Georgia, operating under the Golden Gallon name (the Golden Gallon Acquisition).



(c)    See (a)(iii) above.



(d)    See (a)(ii) above.



51



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##### Table of Contents

SIGNATURE



Pursuant to the
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.



THE PANTRY, INC.By:

/s/ PETER J. SODINIPeter J. Sodini President and Chief Executive Officer




Date: January 6, 2004



Pursuant to the requirements of
the Securities Exchange Act of 1934 this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.



|Signature                                                 |  | Title                                                                              |  | Date           
|--------------------------------------------------------- |  | ---------------------------------------------------------------------------------- |  | ---------------
|                                                          |  |                                                                                   
|/s/    PETER J.
SODINIPeter J.
Sodini                     |  | President, Chief Executive Officer and Director (Principal Executive Officer)      |  | January 6, 2004
|                                                          |  |                                                                                   
|/s/    DANIEL J. KELLYDaniel J. Kelly                     |  | Vice President, Finance and Chief Financial Officer (Principal Accounting Officer) |  | January 6, 2004
|                                                          |  |                                                                                   
|/s/    TODD W. HALLORANTodd W. Halloran                   |  | Director                                                                           |  | January 6, 2004
|                                                          |  |                                                                                   
|/s/    JON D. RALPHJon D. Ralph                           |  | Director                                                                           |  | January 6, 2004
|                                                          |  |                                                                                   
|/s/    CHARLES P. RULLMANCharles P. Rullman               |  | Director                                                                           |  | January 6, 2004
|                                                          |  |                                                                                   
|/s/    BYRON E. ALLUMBAUGHByron E. Allumbaugh             |  | Director                                                                           |  | January 6, 2004
|                                                          |  |                                                                                   
|/s/    PETER M. STARRETTPeter M. Starrett                 |  | Director                                                                           |  | January 6, 2004
|                                                          |  |                                                                                   
|/s/    PAUL L. BRUNSWICKPaul M. Brunswick                 |  | Director                                                                           |  | January 6, 2004
|                                                          |  |                                                                                   
|/s/    HUBERT E. YARBOROUGH, IIIHubert E. Yarborough, III |  | Director                                                                           |  | January 6, 2004
|                                                          |  |                                                                                   
|/s/    THOMAS M. MURNANEThomas M. Murnane                 |  | Director                                                                           |  | January 6, 2004





52



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##### Table of Contents

EXHIBIT INDEX



|Exhibit No. |        |  | Description of Document                                                                                                                                                                                                                                                                                                                      
|----------- | ------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |       
|2.1         | (1)    |  | Purchase Agreement dated August 25, 2003 by and among The Pantry, Ahold Real Properties LLC, Golden Gallon Holding LLC, Golden Gallon-GA LLC, Golden Gallon-TN LLC, and for limited
purposes, Ahold USA, Inc., BI-LO, LLC and BI-LO Brands, Inc.                                                                                             
|            |       
|2.2         | (1)    |  | List of Exhibits and Schedules omitted from the Purchase Agreement referenced in Exhibit 2.1 above.                                                                                                                                                                                                                                          
|            |       
|2.3         | (1)    |  | Purchase and Sale Agreement dated October 9, 2003 by and among The Pantry, RI TN 1, LLC, RI TN 2, LLC, RI GA 1, LLC, and Crestnet 1, LLC.                                                                                                                                                                                                    
|            |       
|2.4         | (1)    |  | List of Exhibits omitted from the Purchase and Sale Agreement referenced in Exhibit 2.3 above.                                                                                                                                                                                                                                               
|            |       
|2.5         | (1)    |  | Form of Lease Agreement between The Pantry and certain parties to the Purchase and Sale Agreement referenced in Exhibit 2.3 above.                                                                                                                                                                                                           
|            |       
|2.6         | (1)    |  | Intellectual Property Transfer and Agreement to be Bound dated October 16, 2003 by and between Koninklijke Ahold N.V. and The Pantry.                                                                                                                                                                                                        
|            |       
|2.7         | (1)    |  | List of Schedules and Exhibits omitted from Intellectual Property Transfer and Agreement to be Bound referenced in Exhibit 2.6 above.                                                                                                                                                                                                        
|            |       
|3.1         | (2)    |  | Amended and Restated Certificate of Incorporation of The Pantry.                                                                                                                                                                                                                                                                             
|            |       
|3.2         | (2)    |  | Amended and Restated Bylaws of The Pantry.                                                                                                                                                                                                                                                                                                   
|            |       
|4.1         | (3)    |  | Indenture dated as of October 23, 1997 among The Pantry, Sandhills, Lil Champ and United States Trust Company of New York, as Trustee, with respect to the 101⁄4% Senior
Subordinated Notes due 2007 (including the form of 101/4% Senior Subordinated Notes due
2007).                                                                       
|            |       
|4.2         | (2)    |  | Amended and Restated Registration Rights Agreement dated July 2, 1998 among The Pantry, FS Equity Partners III, L.P. (FSEP III), FS Equity Partners IV, L.P.
(FSEP IV), FS Equity Partners International, L.P. (FSEP International), Peter J. Sodini, Chase Manhattan Capital, L.P., CB Capital Investors, L.P., and Baseball Partners.
|            |       
|4.3         | (4)    |  | Amendment No. 1 to the Amended and Restated Registration Rights Agreement dated as of June 1, 1999 among The Pantry, FSEP III, FSEP IV, FSEP International, Chase Manhattan
Capital, L.P., CB Capital Investors, L.P., Baseball Partners and Peter J. Sodini.                                                                                
|            |       
|4.4         | *      |  | Registration Rights Agreement dated December 30, 1996 by and among The Pantry, FSEP III and FSEP International.                                                                                                                                                                                                                              
|            |       
|10.1        | (5)(6) |  | The Pantry, Inc. 1998 Stock Option Plan.                                                                                                                                                                                                                                                                                                     
|            |       
|10.2        | (2)    |  | Form of Incentive Stock Option Agreement.                                                                                                                                                                                                                                                                                                    
|            |       
|10.3        | (3)    |  | Stock Purchase Agreement dated October 23, 1997 among The Pantry, FSEP III, FSEP International, CB Capital Investors, L.P. and Peter J. Sodini.                                                                                                                                                                                              
|            |       
|10.4        | (3)    |  | Contribution to Capital Agreement dated October 23, 1997 among The Pantry, FSEP III, FSEP International, Chase Manhattan Capital, L.P., and Baseball Partners.                                                                                                                                                                               



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##### Table of Contents

|Exhibit No. |        |  | Description of Document                                                                                                                                                                                                                                                                                                                             
|----------- | ------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |       
|10.5        | (7)    |  | Amended and Restated Credit Agreement dated April 14, 2003 among The Pantry, as borrower, R&H Maxxon, Inc. and Kangaroo, Inc., subsidiaries of The Pantry, as guarantors,
Wachovia, as administrative agent and lender, Wells Fargo, as syndication agent and lender and Credit Industriel Et Commercial and Smoky River CDO L.P., as lenders.      
|            |       
|10.6        | (1)    |  | First Amendment to Credit Agreement dated October 16, 2003 by and among The Pantry, as borrower, R&H Maxxon, Inc. and Kangaroo, Inc., subsidiaries of The Pantry, as
guarantors, Wachovia, as administrative agent and lender, Wells Fargo, as syndication agent and lender and certain other lenders, as identified in the signature pages thereto.
|            |       
|10.7        | (7)    |  | Amended and Restated Pledge Agreement dated as of April 14, 2003 between The Pantry and R&H Maxxon, Inc. and Kangaroo, Inc., subsidiaries of The Pantry, all as pledgors and
Wachovia, as administrative agent.                                                                                                                                     
|            |       
|10.8        | (7)    |  | Amended and Restated Security Agreement dated as of April 14, 2003 between The Pantry and R&H Maxxon, Inc. and Kangaroo, Inc., subsidiaries of The Pantry, all as obligors and
Wachovia, as administrative agent.                                                                                                                                   
|            |       
|10.9        | (3)    |  | Company Trademark Security Agreement dated as of October 23, 1997 between The Pantry and First Union, as administrative agent.                                                                                                                                                                                                                      
|            |       
|10.10       | (3)    |  | Form of Amended and Restated Deed of Trust, Security Agreement, Assignment of Rents and Leases and Fixture Filing (North Carolina) dated October 23, 1997 among The Pantry, David
R. Cannon, as Trustee, and First Union as Agent.                                                                                                                  
|            |       
|10.11       | (3)(6) |  | Employment Agreement dated October 1, 1997 between Peter J. Sodini and The Pantry.                                                                                                                                                                                                                                                                  
|            |       
|10.12       | (4)(6) |  | Amendment No. 1 to Employment Agreement between The Pantry and Peter J. Sodini.                                                                                                                                                                                                                                                                     
|            |       
|10.13       | (9)(6) |  | Amendment No. 2 to Employment Agreement between The Pantry and Peter J. Sodini.                                                                                                                                                                                                                                                                     
|            |       
|10.14       | (10)   |  | Amendment No. 3 to Employment Agreement between The Pantry and Peter J. Sodini.                                                                                                                                                                                                                                                                     
|            |       
|10.15       | (11)   |  | Employment Agreement dated May 2, 2003 between Daniel J. Kelly and The Pantry.                                                                                                                                                                                                                                                                      
|            |       
|10.16       | (11)   |  | Employment Agreement dated May 1, 2003 between Steven J. Ferreira and The Pantry.                                                                                                                                                                                                                                                                   
|            |       
|10.17       | (11)   |  | Employment Agreement dated May 3, 2003 between Joseph A. Krol and The Pantry.                                                                                                                                                                                                                                                                       
|            |       
|10.18       | (11)   |  | Employment Agreement dated May 6, 2003 between David M. Zaborski and The Pantry.                                                                                                                                                                                                                                                                    
|            |       
|10.19       | (11)   |  | Employment Agreement dated May 6, 2003 between Gregory J. Tornberg and The Pantry.                                                                                                                                                                                                                                                                  
|            |       
|10.20       | (3)    |  | Form of Amended and Restated Mortgage, Security Agreement, Assignment of Rents and Leases And Fixture Filing (South Carolina) dated October 23, 1997 between The Pantry and First
Union, as Agent.                                                                                                                                                  
|            |       
|10.21       | (3)    |  | Form of Amended and Restated Deed of Trust, Security Agreement, Assignment of Rents and Leases and Fixture Filing (Tennessee) dated October 23, 1997 among The Pantry, David R.
Cannon, as Trustee, and First Union, as Agent.                                                                                                                      
|            |       
|10.22       | (3)    |  | Form of Amended and Restated Mortgage, Security Agreement, Assignment of Rents and Leases (Kentucky) dated October 23, 1997 between The Pantry and First Union, as
Agent.                                                                                                                                                                           
|            |       
|10.23       | (3)    |  | Form of Amended and Restated Mortgage, Security Agreement, Assignment of Rents and Leases and Fixture Filing (Indiana) dated October 23, 1997 between The Pantry and First Union,
as Agent.                                                                                                                                                         



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##### Table of Contents

|Exhibit No. |         |  | Description of Document                                                                                                                                                                                                                                                                                                                              
|----------- | ------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.24       | (3)     |  | Form of Mortgage, Security Agreement, Assignment of Rents and Leases and Fixture Filing (Florida) dated October 23, 1997 between Lil Champ and First Union, as
Agent.                                                                                                                                                                               
|            |        
|10.25       | (3)     |  | Form of Deed to Secure Debt, Security Agreement, and Assignment of Rents (Georgia) dated October 23, 1997 between Lil Champ and First Union, as Agent.                                                                                                                                                                                              
|            |        
|10.26       | (2)     |  | Form of Subsidiary Guaranty.                                                                                                                                                                                                                                                                                                                         
|            |        
|10.27       | (2)     |  | Form of Subsidiary Security Agreement.                                                                                                                                                                                                                                                                                                               
|            |        
|10.28       | (2)     |  | Form of Subsidiary Pledge Agreement.                                                                                                                                                                                                                                                                                                                 
|            |        
|10.29       | (2)     |  | Form of Subsidiary Trademark Security Agreement.                                                                                                                                                                                                                                                                                                     
|            |        
|10.30       | (8)     |  | The Pantry Inc. 1998 Stock Subscription Plan.                                                                                                                                                                                                                                                                                                        
|            |        
|10.31       | (2)     |  | Form of Stock Subscription Agreement.                                                                                                                                                                                                                                                                                                                
|            |        
|10.32       | (2)     |  | Stock Purchase Agreement dated July 2, 1998 among The Pantry, FSEP IV and CB Capital Investors, L.P.                                                                                                                                                                                                                                                 
|            |        
|10.33       | (9)     |  | Distribution Service Agreement dated as of March 29, 1998 among The Pantry, Lil Champ and McLane Company, Inc., as amended (asterisks located within the exhibit denote
information which has been deleted pursuant to a confidential treatment filing with the Securities and Exchange Commission).                                                
|            |        
|10.34       | (12)    |  | Third Amendment to the Distribution Service Agreement by and among The Pantry, Lil Champ Food Stores, Inc. and McLane Company, Inc. dated October 5, 2002 (asterisks located
within the exhibit denote information which has been deleted pursuant to a confidential treatment filing with the Securities and Exchange Commission).                 
|            |        
|10.35       | *       |  | Fourth Amendment to the Distribution Service Agreement dated October 16, 2003, by and between The Pantry and McLane Company, Inc. (asterisks located within the exhibit denote
information which has been deleted pursuant to confidential treatment filing with the Securities and Exchange Commission).                                            
|            |        
|10.36       | (2)     |  | Form of Indemnification Agreement.                                                                                                                                                                                                                                                                                                                   
|            |        
|10.37       | (2)     |  | Common Stock Purchase Warrant dated December 30, 1996.                                                                                                                                                                                                                                                                                               
|            |        
|10.38       | (2)     |  | Common Stock Purchase Warrant dated December 30, 1996.                                                                                                                                                                                                                                                                                               
|            |        
|10.39       | (2)     |  | 1999 Stock Option Plan.                                                                                                                                                                                                                                                                                                                              
|            |        
|10.40       | (6)(12) |  | Management and Administrative Incentive Plan.                                                                                                                                                                                                                                                                                                        
|            |        
|10.41       | (13)    |  | Branded Jobber Contract between The Pantry and BP Products North America Inc. dated as of February 1, 2003, as amended (asterisks located within the exhibit denote information
which has been deleted pursuant to a confidential treatment filing with the Securities and Exchange Commission).                                                     
|            |        
|10.42       | (13)    |  | Distributor Franchise Agreement between The Pantry and CITGO Petroleum Corporation dated as of August 2000, including Amended and Restated Addendum dated February 11, 2003
(asterisks located within the exhibit denote information which has been deleted pursuant to a confidential treatment filing with the Securities and Exchange Commission).
|            |        
|10.43       | (13)    |  | Letter of Preferability regarding change in Goodwill Impairment test date change from Deloitte & Touche LLP.                                                                                                                                                                                                                                         
|            |        
|10.44       | *       |  | Letter Agreement dated November 4, 2003 by and among The Pantry, as borrower, R&H Maxxon, Inc. and Kangaroo, Inc., subsidiaries of The Pantry, as guarantors, and Wachovia, as
administrative agent and lender.                                                                                                                                      
|            |        
|10.45       | *(6)    |  | Amendment No. 4 to Employment Agreement between The Pantry and Peter J. Sodini.                                                                                                                                                                                                                                                                      
|            |        
|12.1        | *       |  | Statement regarding Computation of Earnings to Fixed Charges Ratio.                                                                                                                                                                                                                                                                                  
|            |        
|21.1        | *       |  | Subsidiaries of The Pantry.                                                                                                                                                                                                                                                                                                                          



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##### Table of Contents

|Exhibit No. |   |  | Description of Document                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|----------- | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |  
|23.1        | * |  | Consent of Deloitte & Touche, LLP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|            |  
|31.1        |   |  | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                               
|            |  
|31.2        |   |  | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                               
|            |  
|32.1        | * |  | Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002. [This exhibit is being furnished pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by that act, be deemed to be incorporated by reference into any document or filed herewith for purposes of liability under the Securities Exchange Act of 1934, as amended,
or the Securities Act of 1933, as amended, as the case may be.]
|            |  
|32.2        | * |  | Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002. [This exhibit is being furnished pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by that act, be deemed to be incorporated by reference into any document or filed herewith for purposes of liability under the Securities Exchange Act of 1934, as amended,
or the Securities Act of 1933, as amended, as the case may be.]

---

|* | Previously filed with the Annual Report on Form 10-K for the year ended September 25, 2003, filed with the Securities and Exchange Commission on December 9, 2003.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(1) | Incorporated by reference from The Pantrys current Report on Form 8-K dated October 31, 2003.
|--- | ----------------------------------------------------------------------------------------------

|(2) | Incorporated by reference from The Pantrys Registration Statement on Form S-1, as amended (Registration No. 333-74221).
|--- | ------------------------------------------------------------------------------------------------------------------------

|(3) | Incorporated by reference from The Pantrys Registration Statement on Form S-4 (Registration No. 333-42811).
|--- | ------------------------------------------------------------------------------------------------------------

|(4) | Incorporated by reference from The Pantrys Quarterly Report on Form 10-Q for the quarterly period ended June 24, 1999.
|--- | -----------------------------------------------------------------------------------------------------------------------

|(5) | Incorporated by reference from The Pantrys Quarterly Report on Form 10-Q for the quarterly period ended December 25, 1997.
|--- | ---------------------------------------------------------------------------------------------------------------------------

|(6) | Represents a management contract or compensation plan arrangement.
|--- | ------------------------------------------------------------------

|(7) | Incorporated by reference from The Pantrys Current Report on Form 8-K dated April 24, 2003.
|--- | --------------------------------------------------------------------------------------------

|(8) | Incorporated by reference from The Pantrys Current Report on Form 8-K dated February 8, 1999.
|--- | ----------------------------------------------------------------------------------------------

|(9) | Incorporated by reference from The Pantrys Annual Report on Form 10-K, as amended, for the year ended September 27, 2001.
|--- | --------------------------------------------------------------------------------------------------------------------------

|(10) | Incorporated by reference from The Pantrys Quarterly Report on Form 10-Q for the quarterly period ended December 26, 2002.
|---- | ---------------------------------------------------------------------------------------------------------------------------

|(11) | Incorporated by reference from The Pantrys Quarterly Report on Form 10-Q for the quarterly period ended June 26, 2003.
|---- | -----------------------------------------------------------------------------------------------------------------------

|(12) | Incorporated by reference from The Pantrys Annual Report on Form 10-K for the year ended September 26, 2002.
|---- | -------------------------------------------------------------------------------------------------------------

|(13) | Incorporated by reference from The Pantrys Quarterly Report on Form 10-Q for the quarterly period ended March 27, 2003.
|---- | ------------------------------------------------------------------------------------------------------------------------