The Pantry Announces Pricing of Secondary Offering

Sanford, NC, January 23, 2004 - The Pantry, Inc. (NASDAQ:PTRY), the leading independently operated convenience store chain in the southeastern U.S., today announced the pricing of the public offering of 5,000,000 shares of its common stock at $20.00 per share. Substantially all of the shares are being offered by investment funds affiliated with Freeman Spogli & Co., and the remaining shares are being offered by certain other stockholders of the Company. The Company will receive no proceeds from this offering. The selling stockholders have granted an option to the underwriters to purchase up to an additional 750,000 shares to cover over-allotments, if any. In the offering, investment funds affiliated with Freeman Spogli & Co. intend to sell shares representing approximately 25% of The Pantry, Inc., and following this offering, investment funds affiliated with Freeman Spogli & Co. will continue to own more than 42% of The Pantry, Inc. common stock, assuming no exercise of the underwriters' over-allotment option.

Merrill Lynch & Co. is serving as sole book-running manager for the offering, with Goldman, Sachs & Co. acting as co-lead manager. William Blair & Company, Jefferies & Company, Inc. and Morgan Keegan & Company, Inc. are serving as co-managers. Copies of the prospectus related to the offering may be obtained from the offices of Merrill Lynch & Co., 4 World Financial Center, New York, New York 10080.

About The Pantry

Headquartered in Sanford, North Carolina, The Pantry, Inc. is the leading independently operated convenience store chain in the southeastern United States and one of the largest independently operated convenience store chains in the country, with net sales for fiscal 2003 of approximately $2.8 billion. As of December 25, 2003, the Company operated 1,385 stores in ten states under several banners including The Pantry®, Kangaroo Express®, Golden Gallon®, and Lil’ Champ Food Store®. The Pantry’s stores offer a broad selection of merchandise, as well as gasoline and other ancillary services designed to appeal to the convenience needs of its customers.

SOURCE: The Pantry, Inc.

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