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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark one)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal Year Ended: September 28, 1997
[ ] 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 __________
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
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 December 5, 1997, was $550,123,789.
As of December 5, 1997, the Registrant had outstanding 46,676,296 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 September 28, 1997 (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
September 28, 1997, is not deemed to be filed or incorporated by reference as
part of this report).
Part III: Definitive Proxy Statement dated December 18, 1997, as filed pursuant
to Section 14 of the Securities Exchange Act of 1934 in connection with the 1998
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 September 28, 1997
TABLE OF CONTENTS
PAGE
----
PART I
Item 1. Business .................................................. 1
Item 2. Properties ................................................ 3
Item 3. Legal Proceedings ......................................... 5
Item 4. Submission of Matters to a Vote of Security Holders ....... 5
Item 4A. Executive Officers of the Registrant ...................... 5
PART II
Item 5. Market for Registrant's Common Equity and Related
Shareholder Matters ....................................... 6
Item 6. Selected Financial Data ................................... 6
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations ....................... 6
Item 7A. Quantitative and Qualitative Discussion about
Market Risk ............................................... 6
Item 8. Financial Statements and Supplementary Data ............... 6
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure ....................... 7
PART III
Item 10. Directors and Executive Officers of the Registrant ........ 7
Item 11. Executive Compensation .................................... 7
Item 12. Security Ownership of Certain Beneficial Owners and
Management ................................................ 7
Item 13. Certain Relationships and Related Transactions ............ 7
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K ............................................... 8
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PART I
ITEM 1. BUSINESS
Ruddick Corporation (the "Registrant") is a holding company
which, through its wholly-owned subsidiaries, is engaged in two primary
businesses: Harris Teeter, Inc. ("Harris Teeter") operates a regional chain of
supermarkets in five southeastern states and American & Efird, Inc. ("A&E")
manufactures and distributes primarily industrial thread, but also manufactures
and distributes consumer sewing thread.
At September 28, 1997, the Registrant and its subsidiaries had
total consolidated assets of $885,243,000 and had approximately 19,700
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 Company. In 1969, the Registrant
acquired Harris Teeter. Also in 1969, the Registrant acquired the predecessor of
Jordan Graphics, Inc. ("Jordan Graphics"), the assets of which were sold to The
Reynolds and Reynolds Company in January, 1996. In addition, as of the beginning
of fiscal year 1996, Ruddick Investment Company redefined its business and
emphasis is now on the development of selected sites for Harris Teeter stores.
Venture capital investment holdings will continue to be managed but future
equity investment will be limited. Due to continued growth of the Harris Teeter
and A&E businesses, Ruddick Investment's relative size to the consolidated
Company has declined and it is no longer considered an operating company. For
certain other information regarding the Company's venture capital and real
estate holdings, see the Note entitled "Investments" of the Notes to
Consolidated Financial Statements of Ruddick Corporation and Subsidiaries in the
Registrant's 1997 Annual Report to Shareholders (the "1997 Annual Report"),
which information is incorporated herein by reference.
The two businesses in which the Registrant engages through its
operating subsidiaries, together with certain financial information and
competitive aspects of such businesses, are discussed separately below. For
certain other information regarding industry segments, see the Note entitled
"Industry Segment Information" of the Notes to Consolidated Financial Statements
of Ruddick Corporation and Subsidiaries in the 1997 Annual Report.
The only foreign operations conducted by the Registrant are
through A&E. Neither of the two businesses engaged in by the Registrant would be
characterized as seasonal.
The Registrant employs twenty-two people, including four
executives who formulate and implement overall corporate objectives and
policies. The Registrant's employees perform functions in a number of areas
including finance, accounting, audit, insurance, reporting, employee benefits
and public and shareholder relations. The Registrant assists its subsidiaries in
developing long-range goals, in strengthening management personnel and skills
and in financing operations. Management of each subsidiary is responsible for
implementing operating policies and reports to management of the Registrant.
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HARRIS TEETER
Harris Teeter operates supermarkets in North Carolina (93),
South Carolina (22), Virginia (14), Georgia (7), and Tennessee (2) for sales of
groceries, produce, meat and seafood, delicatessen items, bakery items, wines
and non-food items such as health and beauty care, floral and other products
normally offered for sale in supermarkets. Harris Teeter has a program in place
whereby each retail store will undergo a remodel every eight years. Harris
Teeter remodeled twelve stores during fiscal 1997 and expects to remodel
twenty-three stores in fiscal 1998. In addition, thirteen new stores were opened
and nine older, less profitable, stores were sold or closed in fiscal 1997. As
of fiscal year end, Harris Teeter had 138 stores in operation. Its principal
offices and cold storage perishable distribution facilities are located near
Charlotte, North Carolina, and its dry grocery and frozen storage distribution
facilities are located in Greensboro, North Carolina. Both distribution
facilities are currently undergoing major expansion and are expected to function
as full-service facilities in early 1998. Harris Teeter produces some dairy
products, but buys most of the products it sells, including its private label
brands. Harris Teeter's sales constituted 84% of the Registrant's consolidated
sales in fiscal 1997 (86% in 1996 and 85% in 1995).
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 8,600
persons full-time and 7,500 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.
A & E
A&E is a leading manufacturer and distributor of sewing
thread, produced from natural and synthetic fibers, for worldwide industrial and
consumer markets. Manufacturers of apparel and other products rely on A&E
industrial sewing thread to manufacture their products. The apparel market is
made up of many categories servicing both genders and diverse age groups,
including jeanswear, underwear, menswear, womenswear, outerwear, intimate
apparel, workwear and childrenswear. A&E also manufactures thread for a wide
variety of nonapparel products, including home furnishings, automotive,
footwear, upholstered furniture, sporting goods, caps and hats, gloves, leather
products, medical products and tea bag strings. The company's sales are
primarily industrial sewing thread products, which are sold to manufacturers
through A&E's employed sales representatives, commissioned agents and
distributors. In addition, A&E produces the SIGNATURE line of consumer sewing
thread, which is sold through independent retail outlets. A&E also distributes
sewing supplies manufactured by other companies. A&E's sales constituted 16% of
the Registrant's consolidated sales in fiscal 1997 (14% in 1996 and 15% in
1995).
Headquartered in Mt. Holly, North Carolina, the company
operates 13 modern manufacturing facilities in North Carolina. These facilities
have been designed for flexibility and efficiency to accommodate changing
customer product demands. In addition to the six dyeing and finishing and seven
spinning plants in North Carolina, A&E operates 19 distribution centers in the
U.S. and one in Puerto Rico.
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A&E also has wholly-owned operations in Belgium, Canada, Costa
Rica, England, Guatemala, Hong Kong, Ireland, Korea, Mexico and Malaysia, a
majority-owned joint venture in China and minority interests in joint ventures
in the Dominican Republic and Honduras. These facilities include eight dyeing
and finishing operations, one spinning operation and 12 additional distribution
centers. The value of total assets in consolidated operations at the end of
fiscal 1997 was approximately $75 million. Management expects to continue to
expand foreign production and distribution operations, primarily through
additional joint ventures.
The domestic order backlog, believed to be firm, as of the end
of the 1997 fiscal year was approximately $13,941,000 versus $14,390,000 at the
end of the preceding fiscal year. The majority of the order backlog is expected
to be filled within three weeks of fiscal year end. The international order
backlog is not material. A&E has approximately 8,600 domestic and 4,700
international customer accounts which are active. In fiscal 1997, no single
customer accounted for more than 7% of total net sales and the ten largest
accounted for approximately 20% 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
approximately $328,000 and $304,000 in fiscal 1997 and fiscal 1996,
respectively, none of which were sponsored by customers. Three employees are
engaged in this activity on a full-time basis.
The industrial sewing thread industry is highly competitive.
A&E is believed to be the largest producer in the domestic industrial thread
market. Principal competitors include Coats American, Inc., Barbour Threads,
Inc. and imported products sold primarily through distributors. Principal
competitive factors include quality, service and price.
A&E employed approximately 3,600 persons worldwide as of the
end of fiscal 1997. A&E considers its employee relations to be good.
ITEM 2. PROPERTIES
The executive offices of the Registrant are located in
approximately 8,100 square feet of leased space in a downtown office tower at
2000 Two First Union Center, Charlotte, North Carolina 28282.
Harris Teeter owns its principal offices, which consist of
116,000 square feet of space located on a 10 acre tract of land near Charlotte,
North Carolina. Harris Teeter also owns a 104 acre tract east of Charlotte where
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 an 18,050 square foot milk processing plant located on 8.3
acres of land in Charlotte, North Carolina and an 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 primarily
from leased properties. The base annual rentals on leased store and warehouse
properties as of September 28, 1997 aggregated approximately $46,388,000 net of
sublease rentals of approximately $896,000. In addition to the base rentals, the
majority of the
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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 September 28, 1997, the additional rental amounted to approximately
$941,000. Harris Teeter's supermarkets range in size from approximately 15,000
square feet to 66,000 square feet, with an average size of approximately 38,000
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
1995 1996 1997
---------- ---------- ----------
Stores Open at End of Period 139 134 138
Average Weekly Net Sales Per Store* $ 234,656 $ 259,160 $ 272,924
Average Square Footage Per Store 33,678 36,273 38,076
Average Square Footage Per New Store 47,348 57,610 50,191
Opened During Period
Total Square Footage at End 4,681,204 4,860,546 5,254,457
of Period
* Computed on the basis of aggregate sales of stores open for a full year.
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 and related warehouse facilities have an aggregate of 2,225,093 square
feet of floor space and an insured value of $526,872,000. A&E has the capacity
to produce annually approximately 42,750,000 pounds of industrial sewing thread
and has a dyeing capacity of approximately 46,900,000 pounds per year.
Capacities are based on 168 hours of operations per week.
A&E owns one distribution center and leases another eighteen
scattered throughout its domestic markets at an approximate annual rent of
$1,559,000.
Through subsidiaries, A&E also owns five international
manufacturing and/or distribution facilities with an aggregate of 312,972 square
feet of floor space and an insured value of $21,312,326. A&E leases another 15
international facilities with an aggregate of 263,253 square feet of floor space
and an approximate annual rent of $1,061,000. The subsidiaries which are engaged
in manufacturing have a sewing thread dyeing capacity of approximately
12,400,000 pounds per year. Capacities are based on 168 hours of operations per
week. In addition to its subsidiaries, A&E also has minority interests in two
joint ventures.
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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 $1,500,000. Under the interim allocation of costs
agreed to by the parties to the Administrative Order on Consent, the
Registrant's share is 1.155% of the total cost. The Registrant does not believe
that this proceeding will have a material effect on its business or financial
condition.
The Registrant and its subsidiaries are involved in various
matters from time to time in connection with their operations, including various
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 68, 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 66, has been Chairman of the Board since
February 1994. Prior to that time he had been President of the
Registrant since its formation in October 1968.
Thomas W. Dickson, age 42, has been President of the
Registrant since February 1997. Prior to that time, and
beginning in February 1996, he served as Executive Vice
President of the Registrant. He also served as A&E's President
from February 1994 to August 1996 and Executive Vice President
from 1991 to 1994.
Richard N. Brigden, age 58, has been Vice President-Finance of
the Registrant since December 1983.
Fred J. Morganthall, II, age 46, was elected President of
Harris Teeter on October 30, 1997. Prior to that time, and
beginning in October 1996, he served as Executive Vice
President of Harris Teeter. He was also Harris Teeter's Senior
Vice President of Operations from
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October 1995 to October 1996, Vice President of Operations
from April 1994 to October 1995 and Vice President of Sales
and Distribution from October 1992 to April 1994.
Fred A. Jackson, age 47, has been President of A&E since
August 1996. Prior to that time, for more than five years, he
served as its Senior Vice President-Industrial Thread Sales.
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 1997 Annual Report:
information regarding the principal market for Common Stock, number of
shareholders of record, market price information per share of Common Stock and
dividends declared per share of Common Stock for each quarterly period in the
1997 and 1996 fiscal years is incorporated by reference to the Note headed
"Quarterly Information (Unaudited)" to the Notes to Consolidated Financial
Statements; and information regarding restrictions on the ability of the
Registrant to pay cash dividends is incorporated by reference to "Management's
Discussion and Analysis of Financial Condition and Results of Operations-Capital
Resources and Liquidity" and the Note headed "Long-Term Debt" to the Notes to
Consolidated Financial Statements.
ITEM 6. SELECTED FINANCIAL DATA
The information required for this item, for each of the last
five fiscal years, is incorporated herein by reference to the section headed
"Eleven-Year Financial and Operating Summary" in the Registrant's 1997 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 1997 Annual
Report.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCUSSION ABOUT MARKET RISK
Not applicable.
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 1997 Annual Report.
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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 1997 Annual Report.
The financial statement schedules required to be filed
herewith, and the Report of Independent Public Accountants thereon, are listed
under Item 14(a) of this Report and filed herewith pursuant to Item 14(d) of
this Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item with respect to
executive officers is set forth above in Part I, Item 4A. The other information
required by this item is incorporated herein by reference to the sections
entitled "Election of Directors" and "Section 16(a) Beneficial Ownership
Reporting Compliance" in the Registrant's Proxy Statement dated December 18,
1997, filed with the Securities and Exchange Commission with respect to the
Registrant's 1998 Annual Meeting of Shareholders (the "1998 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 1998 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 1998 Proxy
Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated herein
by reference to the section entitled "Certain Transactions" in the Registrant's
1998 Proxy Statement.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Documents filed as part of this report:
(1) Financial Statements: The following report and financial
statements are incorporated herein by reference to the
Registrant's 1997 Annual Report:
Consolidated Balance Sheets, September 28, 1997 and September
29, 1996
Statements of Consolidated Income and Retained Earnings for
the fiscal years ended September 28, 1997, September 29, 1996
and October 1, 1995
Statements of Consolidated Cash Flows for the fiscal years
ended September 28, 1997, September 29, 1996 and October 1,
1995
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 September 28, 1997 Page S-1
Schedule II - Valuation and Qualifying
Accounts and Reserves Page S-2
All other schedules are omitted as the required information is
inapplicable or the information is presented in the
consolidated financial statements or related notes thereto.
(3) Index to Exhibits: The following exhibits are filed with this
report or, as noted, incorporated by reference herein.
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Sequentially
Exhibit Numbered
Number Description of Exhibit Page
------ ---------------------- ----
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 (formerly NationsBank,
National Association (Carolinas)) and Wachovia Bank of North
Carolina, N.A., incorporated herein by reference to Exhibits 4.1, 4.2
and 4.3 of the Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended April 2, 1995 (Commission File No. 1-6905).
4.2 $50,000,000 6.48% Series A Senior Notes due March 1, 2011 and *
$50,000,000 Private Shelf Facility dated March 1, 1996 between
Ruddick Corporation and The Prudential Insurance Company
of America, incorporated herein by reference to Exhibit 4.1 of
the Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1996 (Commission File No. 1-6905).
4.3 $50,000,000 7.55% Senior Series B Notes due July 15, 2017 +
(filed herewith) and $50,000,000 7.72% Series B Senior Notes
due April 15, 2017 under the Note Purchase and Private Shelf
Agreement dated April 15, 1997 between Ruddick Corporation
and The Prudential Insurance Company of America, incorporated
herein by reference to Exhibit 4.1 of the Registrant's Quarterly
Report on Form 10-Q for the quarterly period ended June 29, 1997
(Commission File No. 1-6905).
The Registrant has certain other long-term debt, but has not filed
the instruments evidencing such debt as part of Exhibit 4 as none of
such instruments authorize the issuance of debt exceeding 10 percent
of the total consolidated assets of the Registrant. The Registrant
agrees to furnish a copy of each such agreement to the Commission
upon request.
10.1 Description of Incentive Compensation Plans, incorporated *
herein by reference to Exhibit 10.1 of the Registrant's Annual
Report on Form 10-K for the fiscal year ended September
29, 1996 (Commission No. 1-6905).**
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Sequentially
Exhibit Numbered
Number Description of Exhibit Page
------ ---------------------- ----
10.2 Supplemental Executive Retirement Plan of Ruddick *
Corporation, as amended and restated, incorporated herein
by reference to Exhibit 10.3 of the Registrant's Annual Report
on Form 10-K for the fiscal year ended September 30, 1990
(Commission File No. 1-6905).**
10.3 Resolutions adopted by the Board of Directors of the Registrant *
and the Plan's Administrative Committee with respect to benefits
payable under the Registrant's Supplemental Executive Retirement
Plan to Alan T. Dickson and R. Stuart Dickson, incorporated herein
by reference to Exhibit 10.3 of the Registrant's Annual Report on
Form 10-K for the fiscal year ended September 29, 1991
(Commission File No. 1-6905).**
10.4 Deferred Compensation Plan for Key Employees of Ruddick *
Corporation and subsidiaries, as amended and restated, incorporated
herein by reference to Exhibit 10.5 of the Registrant's Annual
Report on Form 10-K for the fiscal year ended September 30, 1990
(Commission File No. 1-6905).**
10.5 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 Ruddick Corporation Incentive Stock Option Agreement between *
the Registrant and Thomas W. Dickson dated November 12, 1992,
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, 1996 (Commission No. 1-6905).**
10.9 Ruddick Corporation Incentive Stock Option Agreement between *
the Registrant and Fred A. Jackson dated November 12, 1992,
incorporated herein by reference to Exhibit 10.8 of the Registrant's
Annual Report on Form 10-K for the fiscal year ended September
29, 1996 (Commission No. 1-6905).**
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Sequentially
Exhibit Numbered
Number Description of Exhibit Page
------ ---------------------- ----
10.10 Ruddick Corporation Incentive Stock Option Agreement between *
the Registrant and John W. Copeland dated November 12, 1992,
incorporated herein by reference to Exhibit 10.9 of the Registrant's
Annual Report on Form 10-K for the fiscal year ended September
29, 1996 (Commission No. 1-6905).**
10.11 Ruddick Corporation Incentive Stock Option Agreement between *
the Registrant and Thomas W. Dickson dated November 18, 1993,
incorporated herein by reference to Exhibit 10.11 of the Registrant's
Annual Report on Form 10-K for the fiscal year ended September
29, 1996 (Commission No. 1-6905).**
10.12 Ruddick Corporation Incentive Stock Option Agreement between *
the Registrant and Thomas W. Dickson dated November 15, 1995,
incorporated herein by reference to Exhibit 10.12 of the Registrant's
Annual Report on Form 10-K for the fiscal year ended September
29, 1996 (Commission No. 1-6905).**
10.13 Ruddick Corporation Incentive Stock Option Agreement between *
the Registrant and Fred A. Jackson dated November 18, 1993,
incorporated herein by reference to Exhibit 10.13 of the Registrant's
Annual Report on Form 10-K for the fiscal year ended September
29, 1996 (Commission No. 1-6905).**
10.14 Ruddick Corporation Incentive Stock Option Agreement between *
the Registrant and Fred A. Jackson dated November 15, 1995,
incorporated herein by reference to Exhibit 10.14 of the Registrant's
Annual Report on Form 10-K for the fiscal year ended September
29, 1996 (Commission No. 1-6905).**
10.15 Ruddick Corporation Incentive Stock Option Agreement between *
the Registrant and R. N. Brigden dated November 15, 1995,
incorporated herein by reference to Exhibit 10.16 of the Registrant's
Annual Report on Form 10-K for the fiscal year ended September
29, 1996 (Commission No. 1-6905).**
10.16 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).**
10.17 Ruddick Corporation Irrevocable Trust for the Benefit of Participants *
in the Long Term Key Management Incentive Program, incorporated
herein by reference to Exhibit 10.9 of the Registrant's Annual Report
on Form 10-K for the fiscal year ended September 30, 1990
(Commission File No. 1-6905).**
11
14
Sequentially
Exhibit Numbered
Number Description of Exhibit Page
------ ---------------------- ----
10.18 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).
10.19 Ruddick Corporation Senior Officers Insurance Program Plan *
Document and Summary Plan Description, incorporated herein
by reference to Exhibit 10.10 of the Registrant's Annual Report
on Form 10-K for the fiscal year ended September 27, 1992
(Commission File No. 1-6905).**
10.20 Ruddick Corporation Nonstatutory Stock Option Agreement *
Between the Registrant and John R. Belk, incorporated herein
by reference to Exhibit 10.1 of the Registrant's Quarterly Report
on Form 10-Q for the quarterly period ended June 29, 1997
(Commission File No. 1-6905).**
10.21 Ruddick Corporation Nonstatutory Stock Option Agreement *
Between the Registrant and Edwin B. Borden, Jr., incorporated herein
by reference to Exhibit 10.2 of the Registrant's Quarterly Report
on Form 10-Q for the quarterly period ended December 29, 1996
(Commission File No. 1-6905).**
10.22 Ruddick Corporation Nonstatutory Stock Option Agreement *
Between the Registrant and Beverly F. Dolan, incorporated herein
by reference to Exhibit 10.3 of the Registrant's Quarterly Report
on Form 10-Q for the quarterly period ended December 29, 1996
(Commission File No. 1-6905).**
10.23 Ruddick Corporation Nonstatutory Stock Option Agreement *
Between the Registrant and Roddey Dowd, Sr., incorporated herein
by reference to Exhibit 10.4 of the Registrant's Quarterly Report
on Form 10-Q for the quarterly period ended December 29, 1996
(Commission File No. 1-6905).**
10.24 Ruddick Corporation Nonstatutory Stock Option Agreement *
Between the Registrant and James E.S. Hynes, incorporated herein
by reference to Exhibit 10.5 of the Registrant's Quarterly Report
on Form 10-Q for the quarterly period ended December 29, 1996
(Commission File No. 1-6905).**
10.25 Ruddick Corporation Nonstatutory Stock Option Agreement *
Between the Registrant and Hugh L. McColl, Jr., incorporated herein
by reference to Exhibit 10.6 of the Registrant's Quarterly Report
on Form 10-Q for the quarterly period ended December 29, 1996
(Commission File No. 1-6905).**
12
15
Sequentially
Exhibit Numbered
Number Description of Exhibit Page
------ ---------------------- ----
10.26 Ruddick Corporation 1995 Comprehensive Stock Option Plan, *
incorporated herein by reference to Exhibit 10.1 of the Registrant's
Quarterly Report on Form 10-Q for the quarterly period ended June
30, 1996 (Commission File No. 1-6905).**
10.27 Ruddick Corporation Nonstatutory Stock Option Agreement Between *
the Registrant and Edwin B. Borden, Jr., incorporated herein by reference
to Exhibit 10.3 of the Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1996 (Commission File No. 1-6905).**
10.28 Ruddick Corporation Nonstatutory Stock Option Agreement Between *
the Registrant and Beverly F. Dolan, incorporated herein by reference to
to Exhibit 10.4 of the Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1996 (Commission File No. 1-6905).**
10.29 Ruddick Corporation Nonstatutory Stock Option Agreement Between *
the Registrant and Roddey Dowd, Sr., incorporated herein by reference to
Exhibit 10.5 of the Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1996 (Commission File No. 1-6905).**
10.30 Ruddick Corporation Nonstatutory Stock Option Agreement Between *
the Registrant and James E.S. Hynes, incorporated herein by reference to
Exhibit 10.6 of the Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1996 (Commission File No. 1-6905).**
10.31 Ruddick Corporation Nonstatutory Stock Option Agreement Between *
the Registrant and Hugh L. McColl, Jr., incorporated herein by reference to
Exhibit 10.7 of the Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1996 (Commission File No. 1-6905).**
11 Statement Regarding the Computation of Per Share Earnings. +
13 Ruddick Corporation 1997 Annual Report to Shareholders: +
Consolidated Financial Statements on pages 17 to 29 and sections
headed "Management's Discussion and Analysis of Financial Condition
and Results of Operations" (pages 13 to 16) and "Eleven-Year
Financial and Operating Summary" (pages 30 to 31) only.
21 List of Subsidiaries of the Registrant. +
23 Consent of Independent Public Accountants. +
13
16
Sequentially
Exhibit Numbered
Number Description of Exhibit Page
------ ---------------------- ----
27 Financial Data Schedule. +
- ------------------------
* Incorporated by reference.
** Indicates management contract or compensatory plan required to be filed
as an Exhibit.
+ Indicates exhibits filed herewith and follow the signature pages.
(b) Reports on Form 8-K.
The Registrant did not file any reports on Form 8-K during the three
months ended September 28, 1997.
14
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/ Thomas W. Dickson
-------------------------------
Thomas W. Dickson, President
Dated: December 18, 1997
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the date indicated:
Name Title Date
---- ----- ----
/s/ Thomas W. Dickson President and Director December 18, 1997
- ---------------------------- (Principal Executive Officer)
Thomas W. Dickson
/s/ Richard N. Brigden Vice President-Finance December 18, 1997
- ---------------------------- (Principal Financial Officer)
Richard N. Brigden
/s/ Douglas A. Stephenson Treasurer December 18, 1997
- ---------------------------- (Principal Accounting Officer)
Douglas A. Stephenson
/s/ John R. Belk Director December 18, 1997
- ----------------------------
John R. Belk
/s/ Edwin B. Borden, Jr. Director December 18, 1997
- ----------------------------
Edwin B. Borden, Jr.
/s/ John W. Copeland Director December 18, 1997
- ----------------------------
John W. Copeland
/s/ Alan T. Dickson Chairman of the Board December 18, 1997
- ---------------------------- and Director
Alan T. Dickson
/s/ R. Stuart Dickson Chairman of the Executive December 18, 1997
- ---------------------------- Committee and Director
R. Stuart Dickson
15
18
Name Title Date
---- ----- ----
/s/ Beverly F. Dolan Director December 18, 1997
- ----------------------------
Beverly F. Dolan
/s/ Roddey Dowd, Sr. Director December 18, 1997
- ----------------------------
Roddey Dowd, Sr.
/s/ James E. S. Hynes Director December 18, 1997
- ----------------------------
James E. S. Hynes
/s/ Hugh L. McColl. Jr. Director December 18, 1997
- ----------------------------
Hugh L. McColl, Jr.
16
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 22, 1997. Our audit was made for the purpose of
forming an opinion on those statements taken as a whole. The schedule listed in
Item 14(a)(2) is the responsibility of the Company's management and is presented
for purposes of complying with the Securities and Exchange Commission's rules
and is not part of the basic financial statements. This schedule has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, fairly states in all material respects the
financial data required to be set forth therein in relation to the basic
financial statements taken as a whole.
/s/ ARTHUR ANDERSEN LLP
Charlotte, North Carolina,
October 22, 1997.
S-1
20
SCHEDULE II
RUDDICK CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE FISCAL YEARS ENDED
OCTOBER 1, 1995, SEPTEMBER 29, 1996
AND SEPTEMBER 28, 1997
(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 1, 1995:
RESERVES DEDUCTED FROM ASSETS
TO WHICH THEY APPLY -
ALLOWANCE FOR DOUBTFUL ACCOUNTS $1,862 $ 152 $ 287* $1,727
====== ====== ====== ======
FISCAL YEAR ENDED SEPTEMBER 29, 1996:
RESERVES DEDUCTED FROM ASSETS
TO WHICH THEY APPLY -
ALLOWANCE FOR DOUBTFUL ACCOUNTS $1,727 $ 428 $ 757* $1,398
====== ====== ====== ======
FISCAL YEAR ENDED SEPTEMBER 28, 1997:
RESERVES DEDUCTED FROM ASSETS
TO WHICH THEY APPLY -
ALLOWANCE FOR DOUBTFUL ACCOUNTS $1,398 $1,704 $1,097* $2,005
====== ====== ====== ======
* Represents accounts receivable balances written off as uncollectible,
less recoveries.
S-2