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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 (Fee Required)
For the Fiscal Year Ended: October 2, 1994
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required)
For the transition period from to
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Commission File Number: 1-6905
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RUDDICK CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NORTH CAROLINA 56-0905940
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
2000 TWO FIRST UNION CENTER, CHARLOTTE, NORTH CAROLINA28282
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)(ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (704) 372-5404
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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS: NAME OF EXCHANGE ON WHICH REGISTERED:
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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
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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. [ X ]
The aggregate market value of the voting stock held by nonaffiliates of the
Registrant as of October 31, 1994, was $259,760,436.
As of October 31, 1994, the Registrant had outstanding 23,177,803 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 2, 1994 (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 2, 1994, is not deemed to be filed or incorporated by reference as part
of this report).
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Part III: Definitive Proxy Statement dated December 21, 1994, as filed
pursuant to Section 14 of the Securities Exchange Act of 1934 in connection
with the 1995 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.)
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RUDDICK CORPORATION
AND CONSOLIDATED SUBSIDIARIES
Form 10-K for the Fiscal Year ended October 2, 1994
TABLE OF CONTENTS
PAGE
----
PART I
Item 1. Business ...........................................................................1
Item 2. Properties .........................................................................4
Item 3. Legal Proceedings ..................................................................6
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 8. Financial Statements and Supplementary Data ........................................8
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
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PART I
ITEM 1. BUSINESS
Ruddick Corporation (the "Registrant") is a diversified holding
company which, through its subsidiaries, is engaged in four primary businesses:
Harris Teeter, Inc. ("Harris Teeter") operates a chain of supermarkets in five
southeastern states; American & Efird, Inc. ("A&E") manufactures and
distributes industrial and consumer sewing thread and sales yarn; Jordan
Graphics, Inc. ("Jordan Graphics") produces and distributes business forms;
and R.S. Dickson & Co., which does business as Ruddick Investment Company
("Ruddick Investment"), operates as an investment management, special
situations and venture capital company.
At October 2, 1994, the Registrant and its subsidiaries had total
consolidated assets of $640,792,000 and had approximately 19,000 employees.
The principal executive offices of the Registrant are located at 2000 Two First
Union Center, Charlotte, North Carolina 28282.
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. In 1969 the Registrant acquired Harris Teeter and
the predecessor company of Jordan Graphics.
The businesses in which the Registrant engages through its
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 Registrant's 1994 Annual Report to
Shareholders (the "1994 Annual Report"), which information is incorporated
herein by reference.
The only foreign operations conducted by the Registrant are through
A&E. None of the businesses engaged in by the Registrant would be
characterized as seasonal.
The Registrant employs nineteen people, including four executives who
form 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.
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A & E
A&E produces industrial sewing thread from natural and synthetic
fibers for use by apparel, automotive, upholstered furniture, home furnishings,
and footwear manufacturers. A&E also produces consumer sewing thread for use
in home sewing. These products are primarily manufactured in thirteen plants,
all located in North Carolina, and are sold primarily in the United States.
Limited quantities of industrial sewing threads are exported. A&E also
distributes sewing supplies manufactured by other companies. Thread and notion
products accounted for approximately 98% of A&E's net sales in fiscal 1994.
A&E also produces a limited quantity of mercerized cotton yarns for use by the
knitting and weaving industries, which products accounted for 2% of A&E's net
sales in fiscal 1994. This yarn production has decreased in recent years as
plant capacity has been converted to the manufacture of sewing thread. Sales
operations are conducted through A&E's employed salesmen and commission brokers
and jobbers. A&E's sales constituted 14% of the Registrant's consolidated
sales in fiscal 1994 (15% in 1993 and 15% in 1992).
The order backlog, believed to be firm, as of the end of the 1994
fiscal year was approximately $17,863,000 versus $22,611,000 at the end of the
preceding fiscal year. Such backlog normally is expected to be filled within
three weeks of fiscal year end. A&E has approximately 9,500 active customer
accounts. In fiscal 1994, no single customer accounted for more than 8% of
total net sales, and the ten largest customers accounted for an aggregate of
less than 25% 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.
There are no material patents, licenses, franchises, or concessions
held by A&E. Research and Development expenditures were $244,000 and $257,000
in fiscal 1994 and fiscal 1993, respectively, none of which expenditures were
sponsored by customers. Two employees are engaged in this activity full-time.
A&E has expanded into international markets as sewing thread demand
has increased outside the United States in the apparel, home furnishings, and
industrial markets. A&E's value of assets in its subsidiaries in England,
Costa Rica, Canada, Korea, Mexico, and Hong Kong and in its joint ventures in
Singapore, Dominican Republic, and Venezuela totals approximately $43 million.
Management expects to continue to expand foreign production and distribution
operations, primarily through additional joint ventures.
The industrial sewing thread industry is highly competitive. A&E is
one of the largest producers in the domestic industrial thread market.
Principal competitors include Coats/American and Dixie/Threads USA. Principal
competitive factors include quality, service and price. In the consumer thread
market, A&E competes with a number of large, well-established companies,
including Coats/American.
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A&E employed approximately 2,800 persons as of the end of fiscal 1994.
A&E considers its employee relations to be good.
HARRIS TEETER
Harris Teeter operates supermarkets in North Carolina (91), South
Carolina (25), Virginia (19), Georgia (3), and Tennessee (1) for sales of
groceries, produce, meat, delicatessen items, bakery items, and non-food items
such as health and beauty care and other products normally offered for sale in
supermarkets. In fiscal 1992, a prepared foods program was started featuring
chef-prepared hot and cold entrees. This program has now been introduced in 15
stores and will be offered in approximately 29 additional stores in fiscal
1995. Harris Teeter has a program in place whereby each retail store will
undergo a major remodel every eight years. Harris Teeter remodeled three
stores during fiscal 1994 and expects to remodel six stores in fiscal 1995. In
addition, six new stores were opened and five older, less profitable, stores
were closed. In fiscal 1993, a reserve was established in anticipation of
closing 12 smaller, less competitive stores and replacing them with larger
stores offering increased variety and drawing from a larger market area. Two
of the five stores closed in fiscal 1994 were covered by this reserve. As of
fiscal year end, Harris Teeter had 139 stores in operation. Its principal
offices and perishable distribution facilities are located near Charlotte,
North Carolina, and its dry grocery and cold storage distribution facilities
are located in Greensboro, North Carolina. Harris Teeter produces some dairy
products, but buys most of the products it sells, including its private label
brands. Harris Teeter's sales constituted 83% of the Registrant's consolidated
sales in fiscal 1994 (82% in 1993 and 81% in 1992).
The supermarket industry is highly competitive. Harris Teeter
competes with local, regional, and national food chains, some of which are
larger in terms of assets and sales, as well as with independent merchants.
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 7,200 persons
full-time and 8,700 part-time. Warehouse employees and drivers at Harris
Teeter's warehouse near Charlotte, North Carolina are represented by a union,
but Harris Teeter is not party to a collective bargaining agreement covering
such employees. Harris Teeter considers its employee relations to be good.
JORDAN GRAPHICS
Jordan Graphics produces a line of business forms and printed products
and distributes its products through its own sales representatives. Its
product line includes custom and stock continuous forms for computer use,
snap-apart forms, pressure sensitive labels, sheeted and roll labels,
envelopes, commercial printing, many specialty items and multi-color forms for
laser printers. Jordan Graphics' offices and principal plant are located near
Charlotte, North Carolina. Jordan Graphics manufactures and distributes its
products, primarily through its direct sales force, mainly in the eastern
United States.
The principal raw materials used by Jordan Graphics include paper,
carbon, cartons, and ink. Management believes that sufficient sources of these
raw materials are currently available.
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In fiscal 1994, the largest single customer of Jordan Graphics
accounted for 4.1% of total net sales, and the ten largest customers accounted
for an aggregate of 24.2% of total net sales. The loss of any one of its five
largest accounts would not, in the opinion of management, materially affect
Jordan Graphics' business.
Jordan Graphics operates in a highly competitive industry, and many of
its competitors are substantially larger, both in terms of assets and sales.
The principal methods of competition in the business forms industry are price,
quality, and service.
At fiscal year end, Jordan Graphics employed 391 persons, of which 73
were in sales. Jordan Graphics considers its employee relations to be good.
RUDDICK INVESTMENT
Ruddick Investment makes direct venture capital investments from its
own capital base and from internally generated funds. The company's portfolio
is invested in a limited number of industries and may include securities of
start-ups and early stage firms, as well as publicly traded securities. Some
of the products and services produced by the current portfolio holdings include
proprietary building products, textiles, pharmaceuticals, medical diagnostic
instrumentation, and commercial oven and stove manufacturing. In addition,
venture investment activities include the development of shopping centers where
Harris Teeter serves as an anchor tenant. Ruddick Investment's principal
objective is to achieve long-term gains on each of its investments. It is not
an operating company and does not offer a service or product in the normal
course of business.
ITEM 2. PROPERTIES
The executive offices of the Registrant are located in approximately
8,086 square feet of leased space in a downtown office tower at 2000 Two First
Union Center, Charlotte, North Carolina 28282, in which it is a tenant under a
lease which expires in May 1998.
A&E's principal offices and thirteen domestic manufacturing plants are
all owned by A&E and are all located in North Carolina. Manufacturing plants
have an aggregate of 1,445,694 square feet of floor space and an insured value
of $250,000,000. A&E has the capacity to produce annually approximately
35,000,000 pounds of industrial sewing thread and 3,250,000 pounds of sales
yarn and has a dyeing capacity of approximately 33,000,000 pounds per year.
Capacities are based on 168 hours of operations per week. A&E also leases 16
distribution centers scattered throughout its domestic markets at an
approximate annual rent of $1,250,000. Through subsidiaries, A&E also owns six
international manufacturing plants with an aggregate of 322,354 square feet of
floor space and an insured value of $46,318,000. These subsidiaries have the
capacity to produce annually approximately 7,830,000 pounds of sewing thread
and have a dyeing capacity of approximately 9,665,000 pounds per year.
Capacities are based on 144 hours of operations per week. In addition to its
subsidiaries, A&E has a minority interest in three joint ventures.
Harris Teeter owns its principal offices, which consist of 95,050
square feet of space located on a 10 acre tract of land near Charlotte, North
Carolina. Harris Teeter owns a 104 acre
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tract east of Charlotte where its cold storage distribution facility is
located. This facility contains approximately 176,000 square feet, most of
which is equipped to store refrigerated or perishable goods. Harris Teeter
also owns a 49 acre tract in Greensboro, North Carolina, where its dry grocery
and frozen goods warehouses are located. The dry grocery warehouse contains
approximately 547,000 square feet and the frozen goods warehouse contains
approximately 130,000 square feet. Harris Teeter owns a 18,050 square foot
milk processing plant located on 8.3 acres of land in Charlotte, North Carolina
and a 81,900 square foot milk processing and ice cream manufacturing facility
located on 4.7 acres of land in High Point, North Carolina. Harris Teeter
operates its retail stores exclusively from leased properties. The base annual
rentals on leased store and warehouse properties as of October 2, 1994
aggregated approximately $29,797,000 net of sublease rentals of approximately
$1,592,000. 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 2, 1994, the additional rental amounted to approximately
$971,000. Harris Teeter's supermarkets range in size from approximately 15,000
square feet to 67,000 square feet, with an average size of approximately 31,000
square feet. The following table sets forth selected statistics with respect
to Harris Teeter stores for each of the last three fiscal years:
HARRIS TEETER STORE DATA 1992 1993 1994
---- ---- ----
Stores Open at End of Period 135 138 139
Average Weekly Net Sales Per Store* $ 182,865 $ 197,745 $ 223,467
Average Square Footage Per Store 29,595 30,480 30,974
Average Square Footage Per New Store 33,629 44,748 40,154
Opened During Period
Total Square Footage at End 3,995,313 4,206,284 4,305,325
of Period
* Computed on the basis of aggregate sales of stores open for a full year.
The corporate offices and principal manufacturing facility and
warehouses for Jordan Graphics are located near Charlotte, North Carolina.
Jordan Graphics owns this facility, which contains 188,000 square feet and is
located on 26 acres of land. Jordan Graphics also leases a manufacturing
facility in Charlotte, North Carolina, containing approximately 14,600 square
feet. In addition, Jordan Graphics owns a smaller manufacturing plant and
offices containing approximately 42,000 square feet located on six acres of
land in Baltimore, Maryland.
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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 information, the total cost of the remedial investigation/
feasibility study should be approximately $500,000. Under the interim
allocation of costs agreed to by the parties to the Administrative Order on
Consent, the Registrant's share is 1.12% 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
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.
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 65, 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 63, 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.
John W. Copeland, age 59, has been President of the Registrant since
February, 1994. Prior to that time he had been President of A&E since
October, 1984.
Richard N. Brigden, age 55, has been Vice President-Finance of the
Registrant since December, 1983.
Thomas W. Dickson, age 39, has been President of A&E since February,
1994. Prior to that time, he served as Executive Vice President from
1991 to 1994 and as Senior Vice President-Marketing and International
from 1989 to 1991.
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Edward S. Dunn, Jr., age 51, has been President of Harris Teeter since
January 1, 1989.
Brian F. Gallagher, age 47, has been President of Jordan Graphics,
Inc. since July, 1993. From April, 1993 to July, 1993, he served as
Vice President of Manufacturing. From May, 1985 to April, 1993, he
served as Plant Manager at several plants for Moore Business Forms.
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 1994 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 and $.56 Convertible Preference
Stock for each quarterly period in the 1994 and 1993 fiscal years (the $.56
Preference was called for redemption on May 31, 1994) 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 section headed
"Eleven-Year Financial and Operating Summary" in the Registrant's 1994 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 1994 Annual
Report.
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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 1994 Annual Report.
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 1994 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 information required by
this item with respect to directors is incorporated herein by reference to the
section entitled "Election of Directors" in the Registrant's Proxy Statement
dated December 21, 1994, filed with the Securities and Exchange Commission with
respect to the Registrant's 1995 Annual Meeting of Shareholders (the "1995
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 1995 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 1995 Proxy
Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Documents filed as part of report
(1) Financial Statements: The following report and financial
statements are incorporated herein by reference to the
Registrant's 1994 Annual Report:
Consolidated Balance Sheets, October 2, 1994 and October 3,
1993
Statements of Consolidated Income and Retained Earnings for
the fiscal years ended October 2, 1994, October 3, 1993 and
September 27, 1992
Statements of Consolidated Cash Flows for the fiscal years
ended October 2, 1994, October 3, 1993 and September 27, 1992
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 2, 1994
Schedule V - Property, Plant, and Equipment
Schedule VI - Accumulated Depreciation, Depletion and
Amortization of Property, Plant, and
Equipment
Schedule VIII - Valuation and Qualifying Accounts and
Reserves
Schedule X - Supplementary Income Statement
Information
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.
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(3) Exhibits: The following exhibits are filed with this report
or, as noted, incorporated by reference herein.
Exhibit No. Description
- ----------- -------------------------------------------------------------
3.1 Restated Articles of Incorporation of the Registrant,
incorporated herein by reference to Exhibit 3.1 of the
Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended March 29, 1992 (Commission File No. 1-6905).
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,
1992 (Commission File No. 1-6905).
4.1 Loan Agreement for $70,000,000 Term Loans entered into on
April 23, 1992, by and among the Registrant, First Union
National Bank of North Carolina, NationsBank of North
Carolina, N.A. and Wachovia Bank of North Carolina, N.A.,
incorporated herein by reference to Exhibit 4.1 of the
Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended March 29, 1992, (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.*
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).*
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Exhibit No. Description
- ----------- -----------------------------------------------------------
10.5 1982 Incentive Stock Option Plan, as amended and restated.*
10.6 1988 Incentive Stock Option Plan.*
10.7 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).*
10.8 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).*
10.9 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).*
10.10 Rights Agreement dated November 15, 1990 by and between the
Registrant and Wachovia Bank of North Carolina, N.A.,
incorporated herein by reference to Exhibit 4.1 to the
Registrant's Current Report on Form 8-K dated November 21,
1990 (Commission File No. 1-6905).
10.11 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).*
11 Statement Regarding the Computation of Per Share Earnings.
13 Ruddick Corporation 1994 Annual Report to Shareholders
(consolidated financial statements on pages 20 to 31 and
sections headed "Management's Discussion and Analysis of
Financial Condition and Results of Operations" (pages 16 to
19) and "Eleven-Year Financial and Operating Summary" (pages
14 to 15) only).
21 List of Subsidiaries of the Registrant.
23 Consent of Independent Public Accountants.
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Exhibit No. Description
- ----------- -----------------------------------------------------
27 Financial Data Schedule.
________________________
* Indicates management contract or compensatory plan required
to be filed as an Exhibit.
(b) Reports on Form 8-K.
The Registrant did not file any reports on Form 8-K during the three
months ended October 2, 1994.
(c) The following exhibits are filed herewith and follow the
signature pages:
10.1 Description of Incentive Compensation Plans.
10.5 1982 Incentive Stock Option Plan.
10.6 1988 Incentive Stock Option Plan.
11 Statement Regarding Computation of Per Share Earnings.
13 Ruddick Corporation 1994 Annual Report to Shareholders
(consolidated financial statements on pages 20 to 31 and
sections headed "Management's Discussion and Analysis of
Financial Condition and Results of Operations" (pages 16 to 19)
and "Eleven-Year Financial and Operating Summary" (pages 14 to
15) only).
21 List of Subsidiaries of the Registrant.
23 Consent of Independent Public Accountants.
27 Financial Data Schedule.
(d) The financial statement schedules listed in Item 14(a)(2) above begin on
Page S-1.
12
16
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/ John W. Copeland
---------------------------
John W. Copeland, President
Dated: December 21, 1994
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/ John W. Copeland President and Director December 21, 1994
- -------------------- (Principal Executive Officer)
John W. Copeland
/s/ Richard N. Brigden Vice President-Finance December 21, 1994
- ---------------------- (Principal Financial Officer)
Richard N. Brigden
/s/ Douglas A. Stephenson Treasurer December 21, 1994
- ------------------------- (Principal Accounting Officer)
Douglas A. Stephenson
/s/ Thomas M. Belk Director December 21, 1994
- ------------------
Thomas M. Belk
/s/ Edwin B. Borden, Jr. Director December 21, 1994
- ------------------------
Edwin B. Borden, Jr.
/s/ Alan T. Dickson Chairman of the Board December 21, 1994
- ------------------- and Director
Alan T. Dickson
/s/ R. Stuart Dickson Chairman of the Executive December 21, 1994
- --------------------- Committee and Director
R. Stuart Dickson
13
17
Name Title Date
---- ----- ----
/s/ Beverly F. Dolan Director December 21, 1994
- --------------------
Beverly F. Dolan
/s/ Roddey Dowd, Sr. Director December 21, 1994
- --------------------
Roddey Dowd, Sr.
/s/ James E. S. Hynes Director December 21, 1994
- ---------------------
James E. S. Hynes
/s/ Hugh L. McColl. Jr. Director December 21, 1994
- -----------------------
Hugh L. McColl, Jr.
/s/ E. Craig Wall, Jr. Director December 21, 1994
- ----------------------
E. Craig Wall, Jr.
14
18
INDEX TO FINANCIAL STATEMENT SCHEDULES
Page
----
Report of Independent Public Accountants S-2
For each of the fiscal years in the three year period ended October 2, 1994
Schedule V - Property, Plant, and Equipment S-3
Schedule VI - Accumulated Depreciation, Depletion, and
Amortization of Property, Plant, and Equipment S-4
Schedule VIII - Valuation and Qualifying Accounts and Reserves S-5
Schedule X - Supplementary Income Statement Information S-6
All other schedules are omitted as the required information is inapplicable or
the information is presented in the financial statements or related notes.
S-1
19
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of
Ruddick Corporation:
We have audited in accordance with generally accepted auditing standards, the
consolidated financial statements included in Ruddick Corporation's annual
report to shareholders incorporated in this Form 10-K and have issued our
report thereon dated October 27, 1994. Our audit was made for the purpose of
forming an opinion on those statements taken as a whole. The schedules listed
in Item 14(a)(2) are the responsibility of the Company's management and are
presented for purposes of complying with the Securities and Exchange
Commission's rules and are not part of the basic financial statements. These
schedules have been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, fairly state in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Charlotte, North Carolina,
October 27, 1994.
S-2
20
RUDDICK CORPORATION AND SUBSIDIARIES
PROPERTY, PLANT AND EQUIPMENT
FOR THE FISCAL YEARS ENDED
SEPTEMBER 27, 1992, OCTOBER 3, 1993
AND OCTOBER 2, 1994 SCHEDULE V
(in thousands)
- --------------------------------------------------------------------------------------------------------------
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
- --------------------------------------------------------------------------------------------------------------
BALANCE OTHER BALANCE
AT BEGINNING ADDITIONS CHANGES AT END
CLASSIFICATION OF FISCAL YEAR AT COST RETIREMENTS (DEDUCT) OF PERIOD
- --------------------------------------------------------------------------------------------------------------
Fiscal Year Ended September 27, 1992:
Land and Land Improvements......... $ 10,900 $ 95 $ 10,995
Buildings.......................... 75,623 2,702 356 (1) 2,229 80,198
Machinery and Equipment............ 277,327 35,206 10,056 (1) (1,967) 300,510
Leasehold Improvements............. 49,464 6,593 577 (1) (23) 55,457
Capital Projects in Progress....... 3,027 3,972 2 (1) (239) 6,758
----------------------------------------------------------------------
Total.......................... $416,341 $48,568 $10,991 $453,918
======================================================================
Fiscal Year Ended October 3, 1993:
Land and Land Improvements......... $ 10,995 ($2) $ 54 $ 10,939
Buildings.......................... 80,198 2,155 92 82,261
Machinery and Equipment............ 300,510 49,548 18,648 (1) 2,374 333,784
Leasehold Improvements............. 55,457 4,982 2,000 58,439
Capital Projects in Progress....... 6,758 (931) 5,827
----------------------------------------------------------------------
Total.......................... $453,918 $55,752 $20,794 $ 2,374 $491,250
======================================================================
Fiscal Year Ended October 2, 1994:
Land and Land Improvements......... $ 10,939 $ 86 $ 11,025
Buildings.......................... 82,261 4,152 86,413
Machinery and Equipment............ 333,784 47,689 $14,327 367,146
Leasehold Improvements............. 58,439 16,451 1,040 73,850
Capital Projects in Progress....... 5,827 (178) 5,649
----------------------------------------------------------------------
Total.......................... $491,250 $68,200 $15,367 $ 0 $544,083
======================================================================
(1) Reclassified
S-3
21
RUDDICK CORPORATION AND SUBSIDIARIES
ACCUMULATED DEPRECIATION, DEPLETION AND
AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT
FOR THE FISCAL YEARS ENDED
SEPTEMBER 27, 1992, OCTOBER 3, 1993 SCHEDULE VI
AND OCTOBER 2, 1994
(in thousands)
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
- ---------------------------------------------------------------------------------------------------------------
BALANCE OTHER BALANCE
AT BEGINNING ADDITIONS CHANGES AT END
CLASSIFICATION OF FISCAL YEAR AT COST RETIREMENTS (DEDUCT) OF PERIOD
- ---------------------------------------------------------------------------------------------------------------
Fiscal Year Ended September 27, 1992:
Land Improvements.................. $ 1,143 $ 164 $ 0 $ 1,307
Buildings.......................... 21,206 2,587 356 (1) (1,468) 24,905
Machinery and Equipment............ 130,844 27,430 7,750 (1) 1,468 149,056
Leasehold Improvements............. 18,409 4,098 339 22,168
----------------------------------------------------------------------
Total.......................... $171,602 $34,279 $ 8,445 $197,436
======================================================================
Fiscal Year Ended October 3, 1993:
Land Improvements.................. $ 1,307 $ 158 $ 1 $ 1,464
Buildings.......................... 24,905 2,594 6 27,493
Machinery and Equipment............ 149,056 29,940 14,018 164,978
Leasehold Improvements............. 22,168 4,158 1,914 24,412
----------------------------------------------------------------------
Total.......................... $197,436 $36,850 $15,939 $ 0 $218,347
======================================================================
Fiscal Year Ended October 2, 1994:
Land Improvements.................. $ 1,464 $ 155 $ 0 $ 1,619
Buildings.......................... 27,493 2,671 0 (1) ($2) 30,166
Machinery and Equipment............ 164,978 32,810 12,565 (1) 2 185,221
Leasehold Improvements............. 24,412 4,046 357 28,101
----------------------------------------------------------------------
Total.......................... $218,347 $39,682 $12,922 $ 0 $245,107
======================================================================
(1) Reclassified
S-4
22
RUDDICK CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE FISCAL YEARS ENDED
SEPTEMBER 27, 1992, OCTOBER 3, 1993 SCHEDULE VIII
AND OCTOBER 2, 1994
(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, 1992:
Reserves deducted from assets
to which they apply -
Allowance For Doubtful Accounts... $ 871 $ 651 $619 * $ 903
=================================================================
Fiscal Year Ended October 3, 1993:
Reserves deducted from assets
to which they apply -
Allowance For Doubtful Accounts... $ 903 $1,413 $337 * $1,979
=================================================================
Fiscal Year Ended October 2, 1994:
Reserves deducted from assets
to which they apply -
Allowance For Doubtful Accounts... $1,979 $ 506 $454 * $2,031
=================================================================
*Represents accounts receivable balances written off as uncollectible, less
recoveries.
S-5
23
RUDDICK CORPORATION AND SUBSIDIARIES
SUPPLEMENTARY INCOME STATEMENT INFORMATION
FOR THE FISCAL YEARS ENDED
SEPTEMBER 27, 1992, OCTOBER 3, 1993 SCHEDULE X
AND OCTOBER 2, 1994
(in thousands)
- ------------------------------------------------------------------------------------
COLUMN A COLUMN B
- ------------------------------------------------------------------------------------
CHARGED TO COSTS AND EXPENSES
ITEM 1992 1993 1994
- ------------------------------------------------------------------------------------
Maintenance and Repairs............................ $16,980 $18,568 $21,840
Depreciation and amortization of intangible asset.. * * *
Taxes other than payroll and income taxes:
Property......................................... * * *
Franchise and other.............................. * * *
Royalties.......................................... * * *
Advertising costs.................................. * * *
*Less than 1% of sales.
S-6
24
INDEX TO EXHIBITS
Exhibit No.
(per Item 601 Sequential
of Reg. S-K Description of Exhibit Page No.
- ------------ ---------------------- ----------
3.1 Restated Articles of Incorporation of the *
Registrant, incorporated herein by
reference to Exhibit 3.1 of the Registrant's
Quarterly Report on Form 10-Q for the quarterly
period ended March 29, 1992 (Commission File
No. 1-6905).
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, 1992 (Commission File No. 1-6905).
4.1 Loan Agreement for $70,000,000 Term Loans *
entered into on April 23, 1992, by
and among the Registrant, First Union National
Bank of North Carolina, NationsBank of North
Carolina, N.A. and Wachovia Bank of North
Carolina, N.A., incorporated herein by
reference to Exhibit 4.1 of the Registrant's
Quarterly Report on Form 10-Q for the
quarterly period ended March 29, 1992,
(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.**
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).**
25
Exhibit No.
(per Item 601 Sequential
of Reg. S-K Description of Exhibit Page No.
- ------------ ---------------------- ----------
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 1982 Incentive Stock Option Plan.**
10.6 1988 Incentive Stock Option Plan.**
10.7 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).**
10.8 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).**
26
Exhibit No.
(per Item 601 Sequential
of Reg. S-K Description of Exhibit Page No.
------------ ---------------------- ----------
10.9 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).**
10.10 Rights Agreement dated November 15, 1990 by and *
between the Registrant and Wachovia Bank of North
Carolina, N.A., incorporated herein by reference
to Exhibit 4.1 to the Registrant's Current Report
on Form 8-K dated November 21, 1990 (Commission
File No. 1-6905).
10.11 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).**
11 Statement Regarding the Computation of Per Share
Earnings.
13 Ruddick Corporation 1994 Annual Report to
Shareholders (consolidated financial statements on
pages 20 to 31 and sections headed "Management's
Discussion and Analysis of Financial Condition and
Results of Operations" (pages 16 to 19) and
"Eleven-Year Financial and Operating Summary"
(pages 14 to 15) 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.