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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark one)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended: October 1, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File Number: 1-6905
RUDDICK CORPORATION
---------------------------------------
(Exact name of registrant as specified in its charter)
North Carolina 56-0905940
---------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
301 S. Tryon St., Suite 1800
Charlotte, North Carolina 28202
-------------------------------- ------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (704) 372-5404
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: Name of exchange on which registered:
------------------------- -----------------------------------------
Common Stock New York Stock Exchange, Inc.
Rights to Purchase Series A
Junior Participating
Additional Preferred Stock New York Stock Exchange, Inc.
Securities registered pursuant to Section 12(g) of the Act: None
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. [ ]
The aggregate market value of the voting stock held by nonaffiliates
of the Registrant as of December 8, 2000, was $392,588,548.
As of December 8, 2000, the Registrant had outstanding 46,251,824
shares of Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Parts I and II: Certain portions of the Annual Report to Shareholders
for the fiscal year ended October 1, 2000. (With the exception of those
portions which are specifically incorporated by reference in this Form
10-K and included as Exhibit 13 hereto, the Annual Report to Shareholders
for the fiscal year ended October 1, 2000, is not deemed to be filed or
incorporated by reference as part of this report).
Part III: Definitive Proxy Statement dated December 27, 2000 as filed
pursuant to Section 14 of the Securities Exchange Act of 1934 in connection
with the 2001 Annual Meeting of Shareholders. (With the exception of those
portions which are specifically incorporated by reference in this Form 10-K,
the Proxy Statement is not deemed to be filed or incorporated by reference
as part of this report.)
RUDDICK CORPORATION
AND CONSOLIDATED SUBSIDIARIES
Form 10-K for the Fiscal Year ended October 1, 2000
TABLE OF CONTENTS
PART I
Page
Item 1. Business 1
Item 2. Properties 4
Item 3. Legal Proceedings 5
Item 4. Submission of Matters to a Vote of Security
Holders 6
Item 4A Executive Officers of the Registrant 6
PART II
Item 5. Market for Registrant's Common Equity and
Related Shareholder Matters 7
Item 6. Selected Financial Data 7
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 7
Item 7A. Quantitative and Qualitative Discussion about
Market Risk 7
Item 8. Financial Statements and Supplementary Data 7
Item 9. Changes in and Disagreements with Accountants
On Accounting and Financial Disclosure 8
PART III
Item 10. Directors and Executive Officers of the
Registrant 8
Item 11. Executive Compensation 8
Item 12 Security Ownership of Certain Beneficial
Owners and Management 8
Item 13. Certain Relationships and Related
Transactions 8
PART IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K 9
PART I
Item 1. Business
Ruddick Corporation (the "Registrant") is a holding
company which, through its wholly-owned subsidiaries, is
engaged in two primary businesses: Harris Teeter, Inc.
("Harris Teeter") operates a regional chain of
supermarkets in six southeastern states and American &
Efird, Inc. ("A&E") manufactures and distributes
industrial and consumer sewing thread.
At October 1, 2000, the Registrant and its subsidiaries
had total consolidated assets of $1,021,018,000 and had
approximately 20,000 employees. The principal executive
offices of the Registrant are located at 301 S. Tryon
Street, Suite 1800, Charlotte, North Carolina 28202.
Ruddick Corporation, which is incorporated under North
Carolina law, was created in 1968 through the consolidation
of the predecessor companies of A&E and Ruddick Investment
Company. In 1969, the Registrant acquired Harris Teeter.
Also in 1969, the Registrant acquired the predecessor of
Jordan Graphics, Inc., the assets of which were disposed of
in 1996. As of the beginning of fiscal year 1996, Ruddick
Investment Company redefined its business approach. Venture
capital investment holdings will continue to be managed but
future venture investments will be made primarily in
independently managed venture capital investment funds for
the foreseeable future. Due to continued growth of the
Harris Teeter and A&E businesses, Ruddick Investment's
relative size to the consolidated Company has declined and
is no longer considered an operating company. For certain
other information regarding the Company's venture capital
and real estate holdings, see the Note entitled
"Investments" of the Notes to Consolidated Financial
Statements of Ruddick Corporation and Subsidiaries in the
Registrant's 2000 Annual Report to Shareholders (the "2000
Annual Report"), which information is incorporated herein
by reference.
The two businesses in which the Registrant engages
through its principal operating subsidiaries, together with
certain financial information and competitive aspects of
such businesses, are discussed separately below. For
certain other information regarding industry segments, see
the Note entitled "Industry Segment Information" of the
Notes to Consolidated Financial Statements of Ruddick
Corporation and Subsidiaries in the 2000 Annual Report,
which information is incorporated herein by reference.
The only foreign operations conducted by the Registrant
are through A&E. Neither of the two businesses engaged in
by the Registrant would be characterized as seasonal.
Net revenue received from domestic United States
customers was $2,563,809,000 in fiscal 2000, $2,520,502,000
in fiscal 1999 and $2,394,821,000 in fiscal 1998. Net
revenue received from customers in foreign countries was
$119,024,000 for fiscal 2000, $104,272,000 in fiscal 1999
and $92,549,000 in fiscal 1998. Net long-lived assets
located in the domestic United
1
States were $560,700,000 at fiscal year end 2000, $524,200,000 at
fiscal year end 1999 and $497,700,000 at fiscal year end 1998.
Net long-lived assets located in foreign countries were $24,700,000,
$20,600,000 and $20,300,000 at fiscal year end 2000,
1999 and 1998, respectively.
The Registrant employs eighteen people, including four
executives who formulate and implement overall corporate
objectives and policies. The Registrant's employees perform
functions in a number of areas including finance,
accounting, audit, insurance, reporting, employee benefits
and public and shareholder relations. The Registrant
assists its subsidiaries in developing long-range goals, in
strengthening management personnel and skills and in
financing operations. Management of each subsidiary is
responsible for implementing operating policies and reports
to management of the Registrant.
HARRIS TEETER
Harris Teeter operates supermarkets in North Carolina
(106), South Carolina (22), Virginia (9), Georgia (14),
Tennessee (3) and Florida (2) for sales of groceries,
produce, meat and seafood, delicatessen items, bakery items,
wines and non-food items such as health and beauty care,
floral and other products normally offered for sale in
supermarkets. Harris Teeter has a program in place whereby
each retail store will undergo remodels on a regular basis.
Harris Teeter remodeled 21 stores during fiscal 2000 and
expects to remodel 20 stores in fiscal 2001. In addition,
nine new stores were opened and no stores were closed in
fiscal 2000. As of fiscal year end, Harris Teeter had 156
stores in operation. Its principal offices and distribution
facility containing cold storage perishable products and dry
groceries are located near Charlotte, North Carolina.
Another dry grocery, cold storage perishable and frozen
storage facility is located in Greensboro, North Carolina.
The frozen storage facility in Greensboro underwent major
expansion during 2000 and a single pick facility for health
and beauty care products and other general merchandise was
also added. Harris Teeter produces dairy products, but buys
most of the products it sells, including its private label
brands. Harris Teeter's sales constituted 87% of the
Registrant's consolidated sales in fiscal 2000 (87% in 1999
and 86% in 1998).
The supermarket industry is highly competitive. Harris
Teeter competes with local, regional and national food
chains and discount supercenters, several of which are larger
in terms of assets and sales, as well as with independent
merchants. In the past several years, considerable
consolidation of competitors has taken place in the
supermarket industry and this trend is expected to continue.
As a result, Harris Teeter is likely to compete with more,
larger food chains in its markets. Principal competitive
factors include store location, price, service, convenience,
cleanliness, product quality and product variety. No one
customer or group of customers has a material effect upon
the business of Harris Teeter.
At fiscal year end, Harris Teeter employed
approximately 10,019 full-time and 6,308 part-time
employees. Warehouse employees and drivers at Harris
Teeter's warehouse near Charlotte, North Carolina were
represented by a union during fiscal 2000, but Harris Teeter
was not party to a collective bargaining agreement covering
such employees. As of November 17, 2000, however, the
bargaining unit was decertified by the National Labor
Relations Board and no longer represents these employees.
Harris Teeter considers its employee relations to be good.
2
A & E
A&E is a leading manufacturer and distributor of
sewing thread, produced from natural and synthetic fibers,
for worldwide industrial and consumer markets.
Manufacturers of apparel, automotive materials, home
furnishings, medical supplies and footwear rely on A&E
industrial sewing thread to manufacture their products. The
company's sales are primarily of industrial sewing thread
products, which are sold to manufacturers through A&E's
employed sales representatives, commissioned agents and
distributors. In addition, A&E produces the Signature line
of consumer sewing thread, which is sold through independent
retail outlets. A&E also distributes sewing supplies
manufactured by other companies. A&E sales constituted 13%
of the Registrant's consolidated sales in fiscal 2000 (13%
in 1999 and 14% in 1998).
Over 70% of A&E's sales are industrial thread for use
in apparel products. The apparel market is made up of many
categories servicing both genders and diverse age groups,
including jeanswear, underwear, menswear, womenswear,
outerwear, intimate apparel, workwear and childrenswear.
A&E also manufactures industrial thread for use in a wide
variety of non-apparel products including home furnishings,
automotive, footwear, upholstered furniture, sporting goods,
caps and hats, gloves, leather products, medical products,
and tea bag strings.
Headquartered in Mt. Holly, North Carolina, the company
operates 12 modern manufacturing facilities in North
Carolina. These facilities have been designed for
flexibility and efficiency to accommodate changing customer
product demands. In addition to manufacturing, A&E operates
13 distribution centers in the U. S. and one in Puerto Rico.
A&E also has wholly-owned operations in Belgium,
Canada, Costa Rica, El Salvador, England, Guatemala,
Honduras, Hong Kong, Northern Ireland, Mexico, Malaysia and
Poland, majority-owned joint ventures in China, Dominican
Republic and Haiti and minority interest in ventures in
Italy, Mauritius and Sri Lanka. The company's value of
assets in these operations totals approximately $86 million.
Management expects to continue to expand foreign production
and distribution operations, through acquisitions, joint
ventures or new start-up operations.
The domestic order backlog, believed to be firm, as of
the end of the 2000 fiscal year was approximately $13,187,000
versus $11,132,000 at the end of the preceding fiscal year.
The majority of the order backlog is expected to be filled
within three weeks of fiscal year end. The international
order backlog is not material. A&E has approximately 9,200
domestic and 5,400 international customer accounts which are
active. In fiscal 2000, no single customer accounted for
more than 8% of total net sales, and the ten largest
accounted for 24% of total net sales.
A&E purchases cotton from farmers and domestic cotton
merchants. There is presently a sufficient supply of cotton
worldwide and in the domestic market. Synthetic fibers are
bought from the principal American synthetic fiber producers
and are currently available in an adequate supply.
A&E has two patents issued. There are no material
licenses, franchises, or concessions held by A&E. Research
and Development expenditures were $459,000, $432,000 and
$405,000 in
3
fiscal 2000, 1999 and 1998, respectively, none of
which were sponsored by customers. Three employees are engaged
in this activity full-time.
The industrial sewing thread industry is highly
competitive. A&E is one of the world's largest manufacturers
of industrial sewing threads and also manufactures and
distributes consumer sewing thread. A&E's principal North
American competition includes Coats American, Inc. and
imports sold primarily through distributors. Globally, A&E
competes with Coats Viyella PLC as well as regional producers
and merchants in various foreign markets served by A&E. The
key competitive factors are quality, service, and price. In
the consumer thread market, A&E competes with a number of
large, well-established companies, including Coats American,
Inc.
A&E employed approximately 3,680 persons worldwide as
of the end of fiscal 2000. A&E considers its employee
relations to be good.
Item 2. Properties
The executive offices of the Registrant are located in
approximately 8,000 square feet of leased space in a
downtown office tower at 301 S. Tryon Street, Suite 1800,
Charlotte, North Carolina, 28202.
Harris Teeter owns its principal offices, which consist
of 116,000 square feet of space located on a 10-acre tract
of land near Charlotte, North Carolina. Harris Teeter also
owns a 104-acre tract east of Charlotte where a cold storage
and dry grocery distribution facility is located. This
facility includes approximately 330,000 square feet of dry
grocery warehouse and approximately 187,000 square feet of
storage for refrigerated or perishable goods. Harris Teeter
also owns a 49-acre tract in Greensboro, North Carolina,
which contains approximately 550,000 square feet of dry
grocery warehousing, including the single pick facility for
health and beauty care and other general merchandise,
approximately 164,000 square feet of perishable warehouse
and approximately 199,000 square feet of frozen goods
storage. Harris Teeter owns an 18,050 square foot milk
processing plant located on 8.3 acres of land in Charlotte,
North Carolina. Harris Teeter also owns a milk processing
and ice cream manufacturing facility located on 4.7 acres of
land in High Point, North Carolina which totals 90,500
square feet. Harris Teeter operates its retail stores
primarily from leased properties. The base annual rentals
on leased store and warehouse properties as of October 1,
2000 aggregated approximately $55,077,000 net of sublease
rentals of approximately $3,873,000. In addition to the
base rentals, the majority of the lease agreements provide
for additional annual rentals based on 1% of the amount by
which annual store sales exceed a predetermined amount.
During the fiscal year ended October 1, 2000, the additional
rental amounted to approximately $1,278,000. Harris Teeter's
supermarkets range in size from approximately 12,000 square
feet to 66,000 square feet, with an average size of
approximately 40,000 square feet. The following table sets
forth selected statistics with respect to Harris Teeter
stores for each of the last three fiscal years.
4
HARRIS TEETER STORE DATA 1998 1999 2000
Stores Open at End of Period 144 147 156
Average Weekly Net Sales Per Store* $292,124 $303,206 $294,957
Average Square Footage Per Store 39,155 40,347 40,248
Average Square Footage Per New
Store Opened During Period 45,966 47,323 36,434
Total Square Footage at End
of Period 5,638,261 5,930,991 6,278,753
*Computed on the basis of aggregate sales of stores open for
a full year.
A&E's principal offices and twelve domestic
manufacturing plants are all owned by A&E and are all
located in North Carolina. Manufacturing and related
warehouse facilities have an aggregate of 2,165,367 square
feet of floor space and an insured value of $590,000,000.
A&E has the capacity to produce annually approximately
49,250,000 pounds of industrial sewing thread and has a
dyeing capacity of approximately 45,500,000 pounds per year.
Capacities are based on 168 hours of operations per week.
A&E leases thirteen distribution centers scattered
throughout its domestic markets with an aggregate of 299,886
square feet of floor space and an approximate annual rent of
$1,284,000.
Through subsidiaries, A&E also owns 4 international
manufacturing and/or distribution facilities with an
aggregate of 289,608 square feet of floor space and an
approximate insured value of $20,000,000. A&E leases another
25 international facilities with an aggregate of 490,552
square feet of floor space and an approximate annual rent of
$1,600,000. The subsidiaries which are engaged in
manufacturing have a sewing thread dyeing capacity of
approximately 16,500,000 pounds per year. Capacities are
based on 168 hours of operations per week. In addition to
its subsidiaries, A&E also has minority interests in various
joint ventures.
Item 3. Legal Proceedings
The Registrant has entered into an Administrative Order
on Consent with Region IV of the United States Environmental
Protection Agency, together with 14 other parties who have
been designated potentially responsible parties, to perform a
remedial investigation/feasibility study at the Leonard
Chemical Company Superfund site in Rock Hill, South Carolina.
The Registrant's potential liability is based on the alleged
disposal of waste material at this Superfund site by Pargo,
Inc. Pargo, Inc. was a wholly owned subsidiary of the
Registrant from 1969 to 1972. The Registrant has agreed to
participate in the remedial investigation/feasibility study
on the condition that its share of the costs does not exceed
1.8% of the total plus an additional payment of $4,680 for
costs previously incurred by other parties. The Registrant
estimates that, based on current
5
information, the total cost of the remedial investigation/
feasibility study should be approximately $1,500,000. Under
the interim allocation of costs agreed to by the parties to
the Administrative Order on Consent, the Registrant's share is
1.155% of the total cost. The Registrant does not believe that
this proceeding will have a material effect on its business or
financial condition.
The Registrant and its subsidiaries are involved in
various matters from time to time in connection with their
operations, including various lawsuits, patent and
environmental matters. These matters considered in the
aggregate have not had, nor does the Registrant expect them
to have, a material effect on the Registrant's business or
financial condition. For certain other information regarding
potential contingencies, see "Management's Discussion and
Analysis of Financial Condition and Results of Operations -
Other Matters" in the 2000 Annual Report.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 4A. Executive Officers of the Registrant
The following list contains the name, age, positions and
offices held, and period served in such positions or offices
for each of the executive officers of the Registrant.
R. Stuart Dickson, age 71, has been Chairman of the
Executive Committee since February 1994. Prior to that
time he had been Chairman of the Board of the Registrant
since its formation in October 1968.
Alan T. Dickson, age 69, has been Chairman of the Board
since February 1994. Prior to that time he had been
President of the Registrant since its formation in
October 1968.
Thomas W. Dickson, age 45, has been President of the
Registrant since February 1997. Prior to that time, and
beginning in February 1996, he served as Executive Vice
President of the Registrant. He also served as A&E's
President from February 1994 to August 1996 and
Executive Vice President from 1991 to 1994.
John B. Woodlief, age 50, has been Vice President -
Finance of the Registrant since November 1999. Prior to
that time he served as a partner in PricewaterhouseCoopers
since 1998 and a partner in Price Waterhouse from 1985 - 1998.
He served as Managing Partner of the Charlotte, North Carolina
office of Price Waterhouse and PricewaterhouseCoopers beginning
in January of 1997. He joined Price Waterhouse in 1972.
Fred J. Morganthall, II, age 49, was elected President
of Harris Teeter on October 30, 1997. Prior to that
time, and beginning in October 1996, he served as
Executive Vice President of Harris Teeter. He was also
Harris Teeter's Senior Vice President of Operations from
October 1995 to October 1996, Vice President of
Operations from April 1994 to October 1995 and Vice
President of Sales and Distribution from October 1992 to
April 1994.
Fred A. Jackson, age 50, has been President of A&E since
August 1996. Prior to that time, for more than five
years, he served as its Senior Vice President-Industrial
Thread Sales.
6
The executive officers of the Registrant and its
subsidiaries are elected annually by their respective Boards
of Directors. R. Stuart Dickson and Alan T. Dickson are
brothers. Thomas W. Dickson is the son of R. Stuart Dickson
and the nephew of Alan T. Dickson. No other executive
officer has a family relationship with any other executive
officer or director or nominee for director as close as first
cousin.
PART II
Item 5. Market for Registrant's Common Equity and Related
Shareholder Matters
The information required for this item is incorporated
herein by reference to the following sections of the
Registrant's 2000 Annual Report: information regarding the
principal market for Common Stock, number of shareholders of
record, market price information per share of Common Stock
and dividends declared per share of Common Stock for each
quarterly period in the 2000 and 1999 fiscal years is
incorporated by reference to the Note headed "Quarterly
Information (Unaudited)" to the Notes to Consolidated
Financial Statements; and information regarding restrictions
on the ability of the Registrant to pay cash dividends is
incorporated by reference to "Management's Discussion and
Analysis of Financial Condition and Results of Operations-
Capital Resources and Liquidity" and the Note headed
"Long-Term Debt" to the Notes to Consolidated Financial
Statements.
Item 6. Selected Financial Data
The information required for this item, for each of the
last five fiscal years, is incorporated herein by reference
to the sections headed "Financial Highlights" in the
Registrant's 2000 Annual Report.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The information required for this item is incorporated
herein by reference to the section headed "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" in the Registrant's 2000 Annual Report.
Item 7A. Quantitative and Qualitative Discussion about Market
Risk
The Registrant's market risk sensitive instruments do
not subject the Registrant to material market risk exposures.
Item 8. Financial Statements and Supplementary Data
The Consolidated Financial Statements of the Registrant,
including the Report of Independent Public Accountants
thereon, are incorporated herein by reference from the
Registrant's 2000 Annual Report.
7
The required supplementary financial information is incorporated
herein by reference from the Note headed "Quarterly Information
(Unaudited)" of the Notes to Consolidated Financial Statements
in the Registrant's 2000 Annual Report.
The financial statement schedules required to be filed herewith,
and the Report of Independent Public Accountants thereon, are listed
under Item 14(a) of this Report and filed herewith pursuant to
Item 14(d) of this Report.
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
Not applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant
The information required by this item with respect to executive
officers is set forth above in Part I, Item 4A. The other information
required by this item is incorporated herein by reference to the
sections entitled "Election of Directors" and "Section 16(a)
Beneficial Ownership Reporting Compliance" in the Registrant's
Proxy Statement dated December 27, 2000, filed with the Securities
and Exchange Commission with respect to the Registrant's 2001 Annual
Meeting of Shareholders (the "2001 Proxy Statement")
Item 11. Executive Compensation
The information required by this item is incorporated herein by
reference to the sections entitled "Election of Directors -Directors'
Fees and Attendance" and "Executive Compensation" in the Registrant's
2001 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required by this item is incorporated herein by
reference to the sections entitled "Principal Shareholders" and
"Election of Directors-Beneficial Ownership of Company Stock" in
the Registrant's 2001 Proxy Statement.
Item 13. Certain Relationships and Related Transactions
None.
8
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Documents filed as part of this report:
(1) Financial Statements: The following financial statements and
report are incorporated herein by reference to the Registrant's
2000 Annual Report:
Consolidated Balance Sheets, October 1, 2000 and October 3, 1999
Statements of Consolidated Income and Retained Earnings for the
fiscal years ended October 1, 2000, October 3, 1999 and September 27,
1998
Statements of Consolidated Total Non-Owner Changes in Equity for
the fiscal years ended October 1, 2000, October 3, 1999 and
September 27, 1998
Statements of Consolidated Cash Flows for the fiscal years
ended October 1, 2000, October 3, 1999 and September 27, 1998
Notes to Consolidated Financial Statements
Report of Independent Public Accountants
(2) Financial Statement Schedules: The following report and financial
statement schedules are filed herewith:
Report of Independent Public Accountants for each of
the fiscal years in the three-year period ended
October 1, 2000 Page S-1
Schedule II - Valuation and Qualifying Accounts
and Reserves Page S-2
All other schedules are omitted as the required information is
inapplicable or the information is presented in the consolidated
financial statements or related notes thereto.
(3) Index to Exhibits: The following exhibits are filed with this
report or, as noted, incorporated by reference herein.
9
Sequentially
Exhibit Numbered
Number Description of Exhibit Page
3.1 Restated Articles of Incorporation of the +
Registrant, dated December 14, 2000.
3.2 Amended and Restated Bylaws of the Registrant, *
incorporated herein by reference to Exhibit 3.2
of the Registrant's Annual Report on Form 10-K
for the fiscal year ended September 27, 1998
(Commission File No. 1-6905).
4.1 Revolving Credit Agreements for an aggregate *
of $100,000,000, entered into as of February 15,
1995, by and between the Registrant
and each of First Union National Bank of North
Carolina, Bank of America National Association
(formerly NationsBank, National Association
(Carolinas)) and Wachovia Bank of North
Carolina, N.A., incorporated herein by reference
to Exhibits 4.1, 4.2 and 4.3 of the Registrant's
Quarterly Report on Form 10-Q for the quarterly
period ended April 2, 1995 (Commission File No. 1-6905).
4.2 $50,000,000 6.48% Series A Senior Notes due *
March 1, 2011 and $50,000,000 Private Shelf Facility
dated March 1, 1996 between Ruddick Corporation and
The Prudential Insurance Company of America,
incorporated herein by reference to Exhibit 4.1 of
the Registrant's Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 1996
(Commission File No. 1-6905).
4.3 $50,000,000 7.55% Senior Series B Notes due *
July 15, 2017 and $50,000,000 7.72% Series B Senior
Notes due April 15, 2017 under the Note Purchase
and Private Shelf Agreement dated April 15, 1997
between Ruddick Corporation and The Prudential
Insurance Company of America, incorporated herein
by reference to Exhibit 4.3 of the Registrant's
Annual Report on Form 10-K for the fiscal year period
ended September 28, 1997 (Commission File No. 1-6905).
The Registrant has certain other long-term debt, but has
not filed the instruments evidencing such debt as part
of Exhibit 4 as none of such instruments authorize the
issuance of debt exceeding 10 percent of the
total consolidated assets of the Registrant. The
Registrant agrees to furnish a copy of each such
agreement to the Commission upon request.
10.1 Description of Incentive Compensation Plans, *
incorporated herein by reference to Exhibit 10.1 of
the Registrant's Annual Report on Form 10-K for the
fiscal year ended September 29, 1996
(Commission No. 1-6905).**
10
10.2 Supplemental Executive Retirement Plan of Ruddick *
Corporation, as amended and restated, incorporated
herein by reference to Exhibit 10.3 of the
Registrant's Annual Report on Form 10-K for the
fiscal year ended September 30, 1990
(Commission File No. 1-6905).**
10.3 Resolutions adopted by the Board of Directors of the *
Registrant and the Plan's Administrative Committee
with respect to benefits payable under the Registrant's
Supplemental Executive Retirement Plan to Alan T.
Dickson and R. Stuart Dickson, incorporated herein
by reference to Exhibit 10.3 of the Registrant's
Annual Report on Form 10-K for the fiscal year
ended September 29, 1991 (Commission File No. 1-6905).**
10.4 Deferred Compensation Plan for Key Employees of *
Ruddick Corporation and subsidiaries, as amended
and restated, incorporated herein by reference to
Exhibit 10.5 of the Registrant's Annual Report on
Form 10-K for the fiscal year ended September 30, 1990
(Commission File No. 1-6905).**
10.5 1988 Incentive Stock Option Plan, incorporated herein *
by reference to Exhibit 10.6 of the Registrant's
Annual Report on Form 10-K for the fiscal year ended
October 2, 1994 (Commission File No. 1-6905).**
10.6 1993 Incentive Stock Option and Stock Appreciation *
Rights Plan, incorporated herein by reference to
Exhibit 10.7 of the Registrant's Annual Report on
Form 10-K for the fiscal year ended October 3,
1993 (Commission File No. 1-6905).**
10.7 Description of the Registrant's Long Term Key *
Management Incentive Program, incorporated herein
by reference to Exhibit 10.7 of the Registrant's
Annual Report on Form 10-K for the fiscal year
ended September 29, 1991 (Commission File No. 1-6905).**
10.8 Ruddick Corporation Irrevocable Trust for the Benefit *
of Participants in the Long Term Key Management
Incentive Program, incorporated herein by reference
to Exhibit 10.9 of the Registrant's Annual Report
on Form 10-K for the fiscal year ended September 30,
1990 (Commission File No. 1-6905).**
11
10.9 Rights Agreement dated November 16, 2000 by and +
between the Registrant and First Union National
Bank.
10.10 Ruddick Corporation Senior Officers Insurance *
Program Plan Document and Summary Plan Description,
incorporated herein by reference to Exhibit 10.10
of the Registrant's Annual Report on Form 10-K for
the fiscal year ended September 27, 1992
(Commission File No. 1-6905).**
10.11 Ruddick Corporation Nonstatutory Stock Option *
Agreement Between the Registrant and Edwin B.
Borden, Jr., incorporated herein
by reference to Exhibit 10.2 of the Registrant's
Quarterly Report on Form 10-Q for the quarterly
period ended December 29, 1996
(Commission File No. 1-6905).**
10.12 Ruddick Corporation Nonstatutory Stock Option *
Agreement Between the Registrant and Beverly F.
Dolan, incorporated herein by reference to Exhibit 10.3
of the Registrant's Quarterly Report on Form 10-Q for
the quarterly period ended December 29, 1996
(Commission File No. 1-6905).**
10.13 Ruddick Corporation Nonstatutory Stock Option *
Agreement Between the Registrant and Roddey Dowd, Sr.,
incorporated herein by reference to Exhibit 10.4 of
the Registrant's Quarterly Report on Form 10-Q for
the quarterly period ended December 29, 1996
(Commission File No. 1-6905).**
10.14 Ruddick Corporation Nonstatutory Stock Option *
Agreement Between the Registrant and James E.S.
Hynes, incorporated herein by reference to Exhibit
10.5 of the Registrant's Quarterly Report on Form
10-Q for the quarterly period ended December 29, 1996
(Commission File No. 1-6905).**
10.15 Ruddick Corporation Nonstatutory Stock Option *
Agreement Between the Registrant and Hugh L.
McColl, Jr., incorporated herein by reference to
Exhibit 10.6 of the Registrant's Quarterly Report
on Form 10-Q for the quarterly period ended December
29, 1996 (Commission File No. 1-6905).**
12
10.16 Ruddick Corporation 1995 Comprehensive Stock Option *
Plan, incorporated herein by reference to Exhibit
10.1 of the Registrant's Quarterly Report on Form
10-Q for the quarterly period ended June 30, 1996
(Commission File No. 1-6905).**
10.17 Ruddick Corporation 1997 Comprehensive Stock *
Option and Award Plan, incorporated herein by
reference to Exhibit 10.1 of the Registrant's
Quarterly Report on Form 10-Q for the quarterly
period ended December 28, 1997 (Commission File
No. 1-6905).**
10.18 Ruddick Corporation Director Deferred Plan, *
incorporated herein by reference to Exhibit 10.2
of the Registrant's Quarterly Report on
Form 10-Q for the quarterly period ended March 29,
1998 (Commission File No. 1-6905).**
10.19 Ruddick Corporation Senior Officers Insurance *
Program, incorporated herein by reference to
Exhibit 10.3 of the Registrant's Quarterly Report
on Form 10-Q for the quarterly period ended March 29,
1998 (Commission File No. 1-6905).**
11 Statement Regarding the Computation of Per
Share Earnings. +
13 Ruddick Corporation 2000 Annual Report to +
Shareholders: Consolidated Financial Statements
on pages 26 to 39 and sections headed "Management's
Discussion and Analysis of Financial Condition
and Results of Operations" (pages 21
to 25) and "Financial Highlights" (page 19) only.
21 List of Subsidiaries of the Registrant. +
23 Consent of Independent Public Accountants. +
27 Financial Data Schedule. +
- -----------------------------------
* Incorporated by reference.
** Indicates management contract or compensatory plan required
to be filed as an Exhibit.
+ Indicates exhibits filed herewith and follow the signature pages.
13
(b) Reports on Form 8-K.
The Registrant did not file any reports on Form 8-K during
the three months ended October 1, 2000.
(c) Exhibits
See (a )(3) above.
(d) Financial Statement Schedules
See (a) (2) above.
14
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities
Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
RUDDICK CORPORATION
(Registrant)
By: /s/ Thomas W. Dickson
Thomas W. Dickson, President
Dated: December 22, 2000
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the date indicated:
Name Title Date
/s/ Thomas W. Dickson President and Director December 22, 2000
Thomas W. Dickson (Principal Executive Officer)
/s/ John B. Woodlief Vice President-Finance December 22, 2000
John B. Woodlief (Principal Financial Officer)
/s/ Douglas A. Stephenson Vice President and Treasurer December 22, 2000
Douglas A. Stephenson (Principal Accounting Officer)
/s/ John R. Belk Director December 22, 2000
John R. Belk
/s/ Edwin B. Borden, Jr. Director December 22, 2000
Edwin B. Borden, Jr.
/s/ John W. Copeland Director December 22, 2000
John W. Copeland
/s/ Alan T. Dickson Chairman of the Board December 22, 2000
Alan T. Dickson and Director
/s/ R. Stuart Dickson Chairman of the Executive December 22, 2000
R. Stuart Dickson Committee and Director
15
/s/ Roddey Dowd, Sr. Director December 22, 2000
Roddey Dowd, Sr.
/s/ James E. S. Hynes Director December 22, 2000
James E. S. Hynes
/s/ Hugh L. McColl, Jr. Director December 22, 2000
Hugh L. McColl, Jr.
/s/ Anna S. Nelson Director December 22, 2000
Anna S. Nelson
/s/ Harold C. Stowe Director December 22, 2000
Harold C. Stowe
/s/ Isaiah Tidwell Director December 22, 2000
Isaiah Tidwell
16
Report of Independent Public Accountants
To the Board of Directors of
Ruddick Corporation:
We have audited in accordance with auditing standards generally
accepted in the United States, the consolidated financial statements
included in Ruddick Corporation's annual report to shareholders
incorporated by reference in this Form 10-K, and have issued our report
thereon dated October 30, 2000. Our audit was made for the purpose of
forming an opinion on those statements taken as a whole. The schedule
listed in Item 14(a)(2) is the responsibility of the Company's management
and is presented for purposes of complying with the Securities and
Exchange Commission's rules and is not part of the basic financial
statements. This schedule has been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data
required to be set forth therein in relation to the basic financial
statements taken as a whole.
/s/ ARTHUR ANDERSEN LLP
Charlotte, North Carolina
October 30, 2000
S-1
SCHEDULE II
RUDDICK CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE FISCAL YEARS ENDED
SEPTEMBER 27, 1998, OCTOBER 3, 1999
AND OCTOBER 1, 2000
(in thousands)
- ----------------------------------------------------------------------------
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- --------------------- -------------- ------------ ---------- -----------
ADDITIONS
BALANCE CHARGED TO BALANCE
AT BEGINNING COSTS AND AT END
DESCRIPTION OF FISCAL YEAR EXPENSES DEDUCTIONS OF PERIOD
- --------------------- -------------- ------------ ------------ ------------
Fiscal Year Ended
September 27, 1998:
Reserves deducted
from assets to
which they apply -
Allowance For
Doubtful Accounts..... $2,005 $2,145 $2,104* $2,046
===================================================
Fiscal Year Ended
October 3, 1999:
Reserves deducted
from assets to
which they apply -
Allowance For
Doubtful Accounts..... $2,046 $1,920 $733* $3,233
=================================================
Fiscal Year Ended
October 1, 2000:
Reserves deducted
from assets to
which they apply -
Allowance For
Doubtful Accounts..... $3,233 $688 $755* $3,166
=================================================
*Represents accounts receivable balances written off as uncollectible,
less recoveries.
S-2