0001341004-12-000929.txt : 20120628 0001341004-12-000929.hdr.sgml : 20120628 20120628170257 ACCESSION NUMBER: 0001341004-12-000929 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120628 DATE AS OF CHANGE: 20120628 GROUP MEMBERS: HAWKEYE CAPITAL MANAGEMENT LLC GROUP MEMBERS: RICHARD A. RUBIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PANTRY INC CENTRAL INDEX KEY: 0000915862 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 561574463 STATE OF INCORPORATION: DE FISCAL YEAR END: 0924 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56429 FILM NUMBER: 12933219 BUSINESS ADDRESS: STREET 1: 305 GREGSON DRIVE STREET 2: PO BOX 8019 CITY: CARY STATE: NC ZIP: 27511 BUSINESS PHONE: 9197746700 MAIL ADDRESS: STREET 1: 305 GREGSON DRIVE STREET 2: PO BOX 8019 CITY: CARY STATE: NC ZIP: 27511 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hawkeye Capital Master CENTRAL INDEX KEY: 0001342024 IRS NUMBER: 980466159 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE CAPITAL PLACE STREET 2: P.O. BOX 897GT CITY: GEORGETOWN, GRAND CAYMAN STATE: E9 ZIP: 475 BUSINESS PHONE: 212-265-0565 MAIL ADDRESS: STREET 1: ONE CAPITAL PLACE STREET 2: P.O. BOX 897GT CITY: GEORGETOWN, GRAND CAYMAN STATE: E9 ZIP: 475 SC 13D/A 1 sc13d1.htm SCHEDULE 13D, AMENDMENT NO. 1 sc13d1.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934 (Amendment No. 1)*
 
THE PANTRY, INC.
(Name of Issuer)
 
Class A Common Stock, $0.01 Par Value
(Title of Class of Securities)
 
698657103
(CUSIP Number)
 
Brian Peduto
Chief Financial Officer
Hawkeye Capital Management, LLC
800 Third Avenue, 9th Floor
New York, NY 10022
(212) 265-0565
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
June 27, 2012
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-l(e), 240.13d-l(f) or 240.13d-1(g), check the following box.  
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
 
*
The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
CUSIP No.
 
698657103 
     
  1.
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
 
Richard A. Rubin
  
  2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  T
(b)  £
  
  3.
SEC Use Only
 
  
  4.
Source of Funds (See Instructions)
OO
  
  5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
£
  6.
Citizenship or Place of Organization
United States
  
 
Number of Shares Beneficially Owned by Each Reporting Person With
  7.
Sole Voting Power -996,326-
 
  8.
Shared Voting Power -0-
 
  9.
Sole Dispositive Power -996,326-
 
10.
Shared Dispositive Power -0-
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person -996,326-
 
  
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
£
13.
Percent of Class Represented by Amount in Row (11) 4.26%
 
  
14.
Type of Reporting Person (See Instructions)  IN
 
  
 
 
 
 
 
CUSIP No.
 
698657103 
     
  1.
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
 
Hawkeye Capital Master          I.R.S. ID No. 98-0466159
  
  2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  T
(b)  £
  
  3.
SEC Use Only
 
  
  4.
Source of Funds (See Instructions)
OO
  
  5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
£
  6.
Citizenship or Place of Organization
Cayman Islands
  
 
Number of Shares Beneficially Owned by Each Reporting Person With
  7.
Sole Voting Power -0-
 
  8.
Shared Voting Power -0-
 
  9.
Sole Dispositive Power -0-
 
10.
Shared Dispositive Power -0-
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person -996,326-
 
  
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
£
13.
Percent of Class Represented by Amount in Row (11) 4.26%
 
  
14.
Type of Reporting Person (See Instructions) OO
 
  
 
 
 
 
 
CUSIP No.
 
698657103 
     
  1.
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
 
Hawkeye Capital Management, LLC          I.R.S. ID No. 13-4092634
  
  2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  T
(b)  £
  
  3.
SEC Use Only
 
  
  4.
Source of Funds (See Instructions)
OO
  
  5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
£
  6.
Citizenship or Place of Organization
Delaware
  
 
Number of Shares Beneficially Owned by Each Reporting Person With
  7. 
Sole Voting Power -0-
 
  8.
Shared Voting Power -0-
 
  9.
Sole Dispositive Power -0-
 
10.
Shared Dispositive Power -0-
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person -996,326-
 
  
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
£
13.
Percent of Class Represented by Amount in Row (11) 4.26%
 
  
14.
Type of Reporting Person (See Instructions) OO
 
  
 
 
 
 
 
Item 1. Security and Issuer

The Schedule D initially filed on March 19, 2012 relates to the Common Stock, par value $0.01 (the “Shares”), issued by The Pantry, Inc. (the “Issuer”) is hereby amended by this Amendment No. 1 to Schedule 13D to report a change in beneficial ownership.  

Item 5. Interest in Securities of the Issuer

Item 5(a) is hereby supplemented by the following:

(a)      The Reporting Persons may be deemed to beneficially own, in the aggregate, 996,326 Shares representing approximately 4.26% of the Issuer’s outstanding Shares (based upon the 23,364,553 Shares stated to be outstanding as of May 3, 2012 by the Issuer in the Issuer’s Form 10-Q for the quarterly period ended March 29, 2012).

Item 5(c) is hereby supplemented by the following:

(c)      The following table sets forth all transactions with respect to Shares effected during the past sixty (60) days by any of the Reporting Persons.  Except as otherwise noted below, all such transactions were sells of Shares effected in the open market, and the table includes commissions paid in per share prices.
Name of Reporting Person
  
Date of Transaction
  
Amount of Securities
  
Price Per Share / Premium Per Option
             
Hawkeye Capital Master
  
6/6/2012
  
27,000
  
$13.72
Hawkeye Capital Master
  
6/7/2012
  
7,661
  
$13.55
Hawkeye Capital Master
  
6/8/2012
  
24,200
  
$13.57
Hawkeye Capital Master
  
6/11/2012
  
1,153
  
$13.60
Hawkeye Capital Master
  
6/12/2012
  
13,549
  
$13.40
Hawkeye Capital Master
  
6/14/2012
  
6,000
  
$13.51
Hawkeye Capital Master
  
6/15/2012
  
40,000
  
$13.50
Hawkeye Capital Master
  
6/19/2012
  
30,815
  
$13.49
Hawkeye Capital Master
  
6/19/2012
  
26,800
  
$13.47
Hawkeye Capital Master
  
6/25/2012
  
36,927
  
$13.78
Hawkeye Capital Master
  
6/27/2012
  
137,000
  
$14.07
Hawkeye Capital Master
  
6/27/2012
  
20,000
  
$14.19

 
 
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
 
Dated:  June 28, 2012
 
 
Hawkeye Capital Master
   
   
 
By:   
  /s/ Richard A. Rubin  
   
Richard A. Rubin
   
Managing Member of Hawkeye Capital Management, LLC, Manager of Hawkeye Capital Master
 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated:  June 28, 2012
 
 
Richard A. Rubin
   
   
 
By:   
  /s/ Richard A. Rubin  
   
Richard A. Rubin
 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated: June 28, 2012
 
 
Hawkeye Capital Management, LLC
   
     
 
By:   
  /s/ Richard A. Rubin  
   
Richard A. Rubin
   
Managing Member
 
 
 
 
 
SCHEDULE A
EXECUTIVE OFFICERS OF THE REPORTING PERSONS
 
 
The following sets forth the name, position, and principal occupation of each executive officer of each of the Reporting Persons.  Each such person is a citizen of the United States of America.  Except as otherwise indicated, the business address of each executive officer is c/o Hawkeye Capital Management, LLC, 800 Third Avenue, 9th Floor, New York, NY 10022. To the best of the Reporting Persons’ knowledge, except as set forth in this statement on Schedule 13D Amendment No. 1, none of the executive officers of the Reporting Persons own any Shares.
 
 
HAWKEYE CAPITAL MANAGEMENT, LLC
 
Name
  
Position
Richard A. Rubin
  
Managing Member
Brian Peduto
  
Chief Financial Officer
Matthew Hardin
  
Chief Compliance Officer
 
 
 
 
 
HAWKEYE CAPITAL MASTER
 
Name
  
Position
Hawkeye Capital Management, LLC
  
Manager
 
 EX-99 2 ex1.htm EXHIBIT 1 - JOINT FILING AGREEMENT ex1.htm
 
Exhibit 1


JOINT FILING AGREEMENT


The undersigned, the Reporting Persons named in this Schedule 13D Amendment No. 1, hereby agree that this Schedule 13D Amendment No. 1 is filed on a combined basis on behalf of each of them and that each Reporting Person is individually responsible for the timely filing of any amendments to this Schedule 13D.  Each Reporting Person further agrees that it is responsible for the completeness and accuracy of the information concerning such Reporting Persons, respectively, contained in this Schedule 13D Amendment No. 1 and that it is not responsible for the completeness or accuracy of the information concerning the other Reporting Persons.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 28th day of June, 2012.


 
  /s/ Richard A. Rubin
 
Richard A. Rubin
   
   
 
  /s/ Richard A. Rubin
 
Hawkeye Capital Management, LLC
 
by Richard A. Rubin, Managing Member
   
   
 
  /s/ Richard A. Rubin
 
Hawkeye Capital Master
 
by Richard A. Rubin,
 
Managing Member of Hawkeye Capital Management, LLC,
 
Manager of Hawkeye Capital Master