X0201 4 2004-01-22 0 0000915862 PANTRY INC PTRY 0000920539 FS EQUITY PARTNERS INTERNATIONAL L P C/O FREEMAN SPOGLI & CO. 11100 SANTA MONICA BOULEVARD, SUITE 1900 LOS ANGELES CA 90025 0 0 0 1 See Footnote 1 0001045620 FS&CO INTERNATIONAL LP C/O FREEMAN SPOLGI & CO. 11100 SANTA MONICA BOULEVARD, SUITE 1900 LOS ANGELES CA 90025 0 0 0 1 See Footnote 1 0001045621 FS INTERNATIONAL HOLDINGS LTD C/O FREEMAN SPOGLI & CO. 11100 SANTA MONICA BOULEVARD, SUITE 1900 LOS ANGELES CA 90025 0 0 0 1 See Footnote 1 0001229263 HALLORAN TODD W 599 LEXINGTON AVENUE 18TH FLOOR NEW YORK NY 10022 1 0 0 0 0001045622 RULLMAN CHARLES P JR 11100 SANTA MONICA BLVD. SUITE 1900 LOS ANGELES CA 90025 1 0 0 0 0001241835 RALPH JON D 11100 SANTA MONICA BLVD. SUITE 1900 LOS ANGELES CA 90025 1 0 0 0 Common Stock 2003-12-22 4 S 0 149405 19.00 D 203120 D The reporting persons may be members of a Section 13(d) group that owns more than 10% of the Issuer's outstanding common stock. This Form 4 is being filed by more than one reporting person. FS Equity Partners International, L.P., a Delaware limited partnership (the "Partnership"), is the record owner of the common stock listed above (the "Common Stock"). FS&Co. International, L.P., a Cayman Islands limited partnership (the "General Partner"), is the sole general partner of the Partnership. FS International Holdings Limited, a Cayman Islands exempted company limited by shares ("FS International Holdings"), is the sole general partner of the General Partner. Each of the General Partner and FS International Holdings disclaim beneficial ownership of the Common Stock except to the extent of their pecuniary interest therein. Todd W. Halloran, Jon D. Ralph and Charles P. Rullman, Jr. are directors of The Pantry, Inc. (the "Issuer"). Messrs. Halloran, Ralph and Rullman are directors, officers and shareholders of FS International Holdings. Messrs. Halloran, Ralph and Rullman disclaim beneficial ownership of the Common Stock beneficially owned by the Partnership, the General Partner and FS International Holdings except to the extent of their individual pecuniary interests therein. On January 22, 2004 the Partnership entered into a purchase agreement for a firm committment underwritten offering in connection with which it agreed to sell 130,470 shares of Common Stock to an underwriter group pursuant to a Registration Statement on Form S-3 (Registration No. 333-111035) filed by the Issuer which was declared effective by the Securities and Exchange Commission on January 22, 2004. The purchase agreement also provided the underwriter group with an over-allotment option which was exercised by the underwriter group on January 23, 2004 and pursuant to which the Partnership became obligated to sell an additional 18,935 shares of Common Stock. The transactions being reported herein are anticipated to close on or about January 28, 2004. Todd W. Halloran 2004-01-26 Jon D. Ralph 2004-01-26 Charles P. Rullman, Jr. 2004-01-26 Charles P. Rullman, Jr., Vice President, on behalf of FS International Holdings Limited, the sole general partner of FS&Co. International, L.P., the sole general partner of FS Equity Partners International, L.P. 2004-01-26