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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 1, 1995
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (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 CAROLINA 28282
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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
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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 October 31, 1995, was $340,849,396.
As of October 31, 1995, the Registrant had outstanding 46,370,690 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, 1995 (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, 1995, 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 20, 1995, as filed
pursuant to Section 14 of the Securities Exchange Act of 1934 in connection
with the 1996 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 1, 1995
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 . . . . . . . 8
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 . . . . . . . . . . . . . . . . . . 9
Item 13. Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . 9
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K . . . . . . . . . . . . . . . . . . 10
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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, real estate development and
venture capital company.
At October 1, 1995, the Registrant and its subsidiaries had total
consolidated assets of $721,941,000 and had approximately 20,000 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 1995 Annual Report to
Shareholders (the "1995 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 twelve 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 1995.
A&E also produces a limited quantity of mercerized cotton yarns for use by
knitting and weaving industries, which products accounted for 2% of A&E's net
sales in fiscal 1995. 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 1995 (14% in 1994 and 15% in 1993).
The order backlog, believed to be firm, as of the end of the 1995
fiscal year was approximately $12,920,000 versus $17,863,000 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 7,900 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 then 26% of total net sales.
A&E purchases cotton from 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 $245,000 and $244,000
in fiscal 1995 and fiscal 1994, 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, Hong Kong and Singapore and in its joint
ventures in Dominican Republic and Venezuela totals approximately $51 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 1995.
A&E considers its employee relations to be good.
HARRIS TEETER
Harris Teeter operates supermarkets in North Carolina (90), South
Carolina (24), Virginia (19), Georgia (5), 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. Harris Teeter has a program in place whereby each retail store
will undergo a major remodel every eight years. Harris Teeter remodeled nine
stores during fiscal 1995 and expects to remodel nine stores in fiscal 1996.
In addition, eleven new stores were opened and eleven 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. Seven
of the eleven stores closed in fiscal 1995 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 1995 (83% in 1994 and 82% in 1993).
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 8,300 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, 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.
As of December 14, 1995, the Registrant and Jordan Graphics entered
into a letter of intent to sell the assets of Jordan Graphics to The Reynolds
and Reynolds Company.
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Reynolds and Reynolds is an integrated information management systems provider
headquartered in Dayton, Ohio. The sale of such assets, which is expected to
close in the second fiscal quarter, is subject to the execution of a definitive
agreement between the parties, the receipt of all necessary consents, releases
and approvals and other conditions typical in transactions of this type. For
certain financial information with respect to Jordan Graphics, reference is
made to the Note entitled "Industry Segment Information" of the Notes to the
Registrant's Consolidated Financial Statements contained in the 1995 Annual
Report, which is incorporated by reference herein.
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.
In fiscal 1995, 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 24.4% 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 351 persons, of which 60
were in sales. Jordan Graphic considers its employee relations to be good.
RUDDICK INVESTMENT
Ruddick Investment makes direct venture investments from its own
capital base and from internally generated funds. In an increasingly important
role, venture investment activities include the development of shopping centers
where Harris Teeter serves as an anchor tenant. Additionally, the company's
venture capital 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 and medical diagnostic instrumentation. 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 twelve domestic manufacturing plants are
all owned by A&E and are all located in North Carolina. Manufacturing plants
have an aggregate of 1,467,409 square feet of floor space and an insured value
of $250,000,000. A&E has the
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capacity to produce annually approximately 35,800,000 pounds of industrial
sewing thread and 3,250,000 pounds of sales yarn and has a dyeing capacity of
approximately 35,000,000 pounds per year. Capacities are based on 168 hours of
operations per week. A&E also leases 17 distribution centers scattered
throughout its domestic markets at an approximate annual rent of $1,500,000.
Through subsidiaries, A&E also owns seven international manufacturing plants
with an aggregate of 336,500 square feet of floor space and an insured value of
$49,952,000. These subsidiaries have the capacity to produce annually
approximately 7,830,000 pounds of sewing thread and have a dyeing capacity of
approximately 9,865,000 pounds per year. Capacities are based on 168 hours of
operations per week. In addition to its subsidiaries, A&E has a minority
interest in two 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 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 1, 1995 aggregated approximately $31,862,000 net of
sublease rentals of approximately $1,556,000. 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, 1995, the additional rental
amounted to approximately $1,277,000. Harris Teeter's supermarkets range in
size from approximately 15,000 square feet to 67,000 square feet, with an
average size of approximately 34,000 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 1993 1994 1995
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Stores Open at End of Period 138 139 139
Average Weekly Net Sales Per Store* $ 197,745 $ 223,467 $ 234,656
Average Square Footage Per Store 30,480 30,974 33,678
Average Square Footage Per New Store 44,748 40,154 47,348
Opened During Period
Total Square Footage at End 4,206,284 4,305,325 4,681,204
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
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facility, which contains 188,000 square feet and is located on 26 acres of
land. In addition, Jordan Graphics closed a smaller manufacturing plant in
Baltimore, Maryland. The Baltimore site, consisting of approximately 42,000
square feet located on six acres of land, will be used as a sales office and
warehouse until its disposition, which is anticipated during fiscal 1996.
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 1.155% 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
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 66, 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 64, 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.
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John W. Copeland, age 60, 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 56, has been Vice President-Finance of the
Registrant since December, 1983.
Thomas W. Dickson, age 40, 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.
Edward S. Dunn, age 52, has been President of Harris Teeter since
January 1, 1989.
Brian F. Gallagher, age 48, 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 1995 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 1995 and 1994 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 1995 Annual
Report.
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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 1995 Annual
Report.
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 1995 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 1995 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 "Beneficial Ownership of Company Stock" in the
Registrant's Proxy Statement dated December 20, 1995, filed with the Securities
and Exchange Commission with respect to the Registrant's 1996 Annual Meeting of
Shareholders (the "1996 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 1996 Proxy
Statement.
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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 1996 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 by reference to
the Registrant's 1995 Annual Report:
Consolidated Balance Sheets, October 1, 1995 and October
2, 1994
Statements of Consolidated Income and Retained Earnings
for the fiscal years ended October 1, 1995, October 2,
1994 and October 3, 1993
Statements of Consolidated Cash Flows for the fiscal
years ended October 1, 1995, October 2, 1994 and October
3, 1993
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, 1995
Schedule II - Valuation and Qualifying Accounts and
Reserves
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) Exhibits: The following exhibits are filed with
this report or, as noted, incorporated by reference
herein:
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Exhibit No. Description
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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 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, 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). 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 October 2, 1994 (Commission File No. 1-6905).*
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
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10.5 1982 Incentive Stock Option Plan, 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 October 2, 1994 (Commission File No. 1-6905).*
10.6 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).*
10.7 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, incorporate 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 1995 Annual Report to Shareholders (consolidated financial statements on pages 20 to 32 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 12 to 13) only).
21 List of Subsidiaries of the Registrant.
23 Consent of Independent Public Accountants.
12
16
Exhibit No. Description
- ----------- -----------------------------------------------------------------
27 Financial Data Schedule (For SEC Use Only)
__________________________
* 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 1, 1995.
(c) The following exhibits are filed herewith and follow the signature
pages:
11 Statement Regarding Computation of Per Share Earnings.
13 Ruddick Corporation 1995 Annual Report to Shareholders
(consolidated financial statements on pages 20 to 32 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 12 to 13)
only).
21 List of Subsidiaries of the Registrant.
23 Consent of Independent Public Accountants.
27 Financial Data Schedule. (For SEC Use Only)
(d) The financial statement schedules listed in Item 14(a)(2) above begin
on Page S-1.
13
17
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 27, 1995
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 27, 1995
- -------------------- (Principal Executive Officer)
John W. Copeland
/s/ Richard N. Brigden Vice President-Finance December 27, 1995
- ---------------------- (Principal Financial Officer)
Richard N. Brigden
/s/ Douglas A. Stephenson Treasurer December 27, 1995
- ------------------------- (Principal Accounting Officer)
Douglas A. Stephenson
/s/ Thomas M. Belk Director December 27, 1995
- ------------------
Thomas M. Belk
/s/ Edwin B. Borden, Jr. Director December 27, 1995
- ------------------------
Edwin B. Borden, Jr.
/s/ Alan T. Dickson Chairman of the Board December 27, 1995
- ------------------- and Director
Alan T. Dickson
/s/ R. Stuart Dickson Chairman of the Executive December 27, 1995
- --------------------- Committee and Director
R. Stuart Dickson
14
18
Name Title Date
---- ----- ----
/s/ Beverly F. Dolan Director December 27, 1995
- --------------------
Beverly F. Dolan
/s/ Roddey Dowd, Sr. Director December 27, 1995
- --------------------
Roddey Dowd, Sr.
/s/ James E. S. Hynes Director December 27, 1995
- ---------------------
James E. S. Hynes
/s/ Hugh L. McColl, Jr. Director December 27, 1995
- ----------------------
Hugh L. McColl, Jr.
/s/ E. Craig Wall, Jr. Director December 27, 1995
- ----------------------
E. Craig Wall, Jr.
15
19
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 1, 1995
Schedule II - Valuation and Qualifying Accounts and
Reserves S-3
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
20
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 26, 1995. 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.
ARTHUR ANDERSEN LLP
Charlotte, North Carolina,
October 26, 1995.
S-2
21
RUDDICK CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE FISCAL YEARS ENDED
OCTOBER 3, 1993, OCTOBER 2, 1994
AND OCTOBER 1, 1995 SCHEDULE II
(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 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
=================================================================
Fiscal Year Ended October 1, 1995:
Reserves deducted from assets
to which they apply -
Allowance For Doubtful Accounts........... $ 2,031 $ 376 $176 * $2,230
=================================================================
* Represents accounts receivable balances written off as uncollectible, less
recoveries.
S-3
22
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 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, 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). 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 October 2, 1994 (Commission File No. 1-
6905). **
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). **
23
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, incorporated herein *
by reference to Exhibit 10.5 of the Registrant's Annual
Report on Form 10-K for the year ended October 2, 1994
(Commission File No. 1-6905). **
10.6 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 year ended October 2, 1994
(Commission File No. 1-6905). **
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). **
24
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 1995 Annual Report to Shareholders
(consolidated financial statements on pages 20 to 32 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
12 to 13) only).
21 List of Subsidiaries of the Registrant.
23 Consent of Independent Public Accountants.
27 Financial Data Schedule. (For SEC Use Only)
- --------------
* Incorporated by reference.
** Indicates management contract or compensatory plan required to be filed
as an exhibit.