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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 27, 1998
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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COMMISSION FILE NUMBER: 1-6905
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)
1800 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:
- ---------------------------- -------------------------------------
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. [ x ]
The aggregate market value of the voting stock held by nonaffiliates of the
Registrant as of December 11, 1998, was $587,770,504.
As of December 11, 1998, the Registrant had outstanding 46,613,607 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 27, 1998 (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 27, 1998, is not deemed to be filed or incorporated by reference as
part of this report).
Part III: Definitive Proxy Statement dated January 4, 1999, as filed pursuant to
Section 14 of the Securities Exchange Act of 1934 in connection with the 1999
Annual Meeting of Shareholders. (With the exception of those portions which are
specifically incorporated by reference in this Form 10-K, the Proxy Statement is
not deemed to be filed or incorporated by reference as part of this report.)
RUDDICK CORPORATION
AND CONSOLIDATED SUBSIDIARIES
Form 10-K for the Fiscal Year ended September 27, 1998
TABLE OF CONTENTS
PAGE
----
PART I
Page
----
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 .............................. 7
Item 8. Financial Statements and Supplementary Data ............................................. 7
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 ......................................... 8
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K ............................................................................ 8
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 industrial and consumer sewing thread.
At September 27, 1998, the Registrant and its subsidiaries had total
consolidated assets of $931,618,000 and had approximately 20,700 employees. The
principal executive offices of the Registrant are located at 1800 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"). On January 23, 1996, substantially all of the assets of
Jordan Graphics were sold to The Reynolds and Reynolds Company. In addition, as
of the beginning of fiscal year 1996, Ruddick Investment Company redefined its
business to emphasize the development of selected sites for Harris Teeter
stores. Further, in fiscal year 1998, these real estate development activities
were fully made the direct and integral responsibility of Harris Teeter. Ruddick
Investment Company will continue to manage its venture capital investment
holdings but future equity investment will be limited and made primarily through
investments in certain venture capital funds. Due to continued growth of the
Harris Teeter and A&E businesses, Ruddick Investment's relative size to the
consolidated Company has declined and is no longer considered an operating
company. For certain other information regarding the Company's venture capital
and real estate holdings, see the Note entitled "Investments" of the Notes to
Consolidated Financial Statements of Ruddick Corporation and Subsidiaries in the
Registrant's 1998 Annual Report to Shareholders (the "1998 Annual Report"),
which information is incorporated herein by reference.
The two businesses in which the Registrant engages through its principal
operating subsidiaries, together with certain financial information and
competitive aspects of such businesses, are discussed separately below. For
certain other information regarding industry segments, see the Note entitled
"Industry Segment Information" of the Notes to Consolidated Financial Statements
of Ruddick Corporation and Subsidiaries in the 1998 Annual Report, which
information is incorporated herein by reference.
The only foreign operations conducted by the Registrant are through A&E.
Neither of the two businesses engaged in by the Registrant would be
characterized as seasonal.
The Registrant employs eighteen people, including four executives who
formulate and implement overall corporate objectives and policies. The
Registrant's employees perform functions in a number of areas including finance,
accounting, audit, insurance, reporting, employee benefits and public and
shareholder relations. The Registrant assists its subsidiaries in developing
long-range goals, in strengthening management personnel and skills and in
financing
1
operations. Management of each subsidiary is responsible for implementing
operating policies and reports to management of the Registrant.
HARRIS TEETER
Harris Teeter operates supermarkets in North Carolina (93), South Carolina
(22), Virginia (17), Georgia (9) and Tennessee (3) for sales of groceries,
produce, meat and seafood, delicatessen items, bakery items, beer and 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 major remodel every eight years. Harris
Teeter remodeled 27 stores during fiscal 1998 and expects to remodel 32 stores
in fiscal 1999. In addition, ten new stores were opened and four older, less
profitable, stores were sold or closed in fiscal 1998. As of fiscal year end,
Harris Teeter had 144 stores in operation. Its principal offices and
distribution facility containing cold storage perishable products and dry
groceries are located near Charlotte, North Carolina. Another dry grocery, cold
storage perishable and frozen storage facility is located in Greensboro, North
Carolina. Both distribution facilities underwent major expansion during fiscal
1997 and 1998, which expansions were completed in May 1998. Harris Teeter
produces dairy products, but buys most of the products it sells, including its
private label brands. Harris Teeter's sales constituted 86% of the Registrant's
consolidated sales in fiscal 1998 (84% in fiscal 1997 and 86% in fiscal 1996).
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. In the past several
years, considerable consolidation of competitors has taken place in the
supermarket industry and is expected to continue. As a result, Harris Teeter is
likely to compete with more, larger food chains in its markets. Principal
competitive factors include store location, price, service, convenience,
cleanliness, product quality and product variety. No one customer or group of
customers has a material effect upon the business of Harris Teeter.
At fiscal year end, Harris Teeter employed approximately 9,500 persons
full-time and 7,800 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, automotive materials, home
furnishings, medical supplies and footwear rely on A&E industrial sewing thread
to manufacture their products. The company's sales are primarily for 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 14% of the Registrant's consolidated
sales in fiscal 1998 (16% in fiscal 1997 and 14% in fiscal 1996).
Over 70% of A&E's sales are industrial thread for use in apparel products.
The apparel market is made up of many categories, servicing both genders and
diverse age groups, including
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jeanswear, underwear, menswear, womenswear, outerwear, intimate apparel,
workwear and childrenswear. A&E also manufacturers industrial thread for use in
a wide variety of non-apparel products including home furnishings, automotive,
footwear, upholstered furniture, sporting goods, caps and hats, gloves, leather
products, medical products and tea bag strings.
Headquartered in Mt. Holly, North Carolina, the company operates 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 manufacturing, A&E operates 16 distribution centers in the U. S.
and one in Puerto Rico.
A&E also has wholly owned operations in Belgium, Canada, Costa Rica,
England, Guatemala, Honduras, Hong Kong, Ireland, Mexico and Malaysia, a
majority-owned joint venture in China and minority interest in ventures in the
Dominican Republic and Italy. The company's value of assets in these operations
totals approximately $74 million. Management expects to continue to expand
foreign production and distribution operations, through joint ventures,
acquisitions or wholly owned start-up companies.
The domestic order backlog, believed to be firm, as of the end of the 1998
fiscal year was approximately $14,329,000 versus $13,941,000 at the end of the
preceding fiscal year. The majority of the order backlog is expected to be
filled within three weeks of fiscal year end. The international order backlog is
not material. A&E has approximately 9,300 domestic and 4,700 international
customer accounts which are active. In fiscal 1998, no single customer accounted
for more than 8% of total net sales, and the ten largest accounted for 22% of
total net sales.
A&E purchases cotton from farmers and domestic cotton merchants. There is
presently a sufficient supply of cotton worldwide and in the domestic market.
Synthetic fibers are bought from the principal American synthetic fiber
producers and are currently available in an adequate supply.
A&E has been issued two patents and has a patent application pending in
several jurisdictions. There are no material licenses, franchises or concessions
held by A&E. Research and Development expenditures were $405,000 and $328,000 in
fiscal 1998 and fiscal 1997, 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 one of the largest producers 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. In the consumer thread
market, A&E competes with a number of large, well-established companies,
including Coats American, Inc.
A&E employed approximately 3,400 persons worldwide as of the end of fiscal
1998. A&E considers its employee relations to be good.
ITEM 2. PROPERTIES
The executive offices of the Registrant are located in approximately 8,000
square feet of leased space in a downtown office tower at 1800 Two First Union
Center, Charlotte, North Carolina, 28282.
3
Harris Teeter owns its principal offices, which consist of 116,000 square
feet of space located on a 10-acre tract of land near Charlotte, North Carolina.
Harris Teeter also owns a 104-acre tract east of Charlotte where a cold storage
and dry grocery distribution facility is located. This facility was expanded
during fiscal 1997 and 1998 to include approximately 338,000 square feet of dry
grocery warehouse and approximately 252,000 square feet of storage for
refrigerated or perishable goods. Harris Teeter also owns a 49-acre tract in
Greensboro, North Carolina, which was also expanded during fiscal 1997 and 1998
to contain approximately 550,000 square feet of dry grocery warehousing,
approximately 138,000 square feet of perishable warehouse and approximately
139,000 square feet of frozen goods storage. Harris Teeter owns an 18,050 square
foot milk processing plant located on 8.3 acres of land in Charlotte, North
Carolina 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 27, 1998
aggregated approximately $54,473,000 net of sublease rentals of approximately
$1,095,000. 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 September 27, 1998, the additional rental amounted to approximately
$1,157,000. Harris Teeter's supermarkets range in size from approximately 12,000
square feet to 66,000 square feet, with an average size of approximately 39,000
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 1996 1997 1998
---- ---- ----
Stores Open at End of Period 134 138 144
Average Weekly Net Sales Per Store* $ 259,160 $ 272,924 $ 292,124
Average Square Footage Per Store 36,273 38,076 39,155
Average Square Footage Per New
Store Opened During Period 57,610 50,191 45,966
Total Square Footage at End
of Period 4,860,546 5,254,457 5,638,261
*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 and related
warehouse facilities have an aggregate of 2,225,093 square feet of floor space
and an insured value of $569,874,000. A&E has the capacity to produce annually
approximately 42,750,000 pounds of industrial sewing thread and has a dyeing
capacity of approximately 48,500,000 pounds per year. Capacities are based on
168 hours of operations per week.
A&E leases sixteen distribution centers scattered throughout its domestic
markets with an aggregate of 391,441 square feet of floor space and an
approximate annual rent of $1,485,000.
4
Through subsidiaries, A&E also owns 4 international manufacturing and/or
distribution facilities with an aggregate of 289,608 square feet of floor space
and an approximate insured value of $20,200,000. A&E leases another 19
international facilities with an aggregate of 345,336 square feet of floor space
and an approximate annual rent of $1,300,000. The subsidiaries which are engaged
in manufacturing have a sewing thread dyeing capacity of approximately
14,400,000 pounds per year. Capacities are based on 168 hours of operations per
week. In addition to its subsidiaries, A&E also has a minority interest in
certain joint ventures.
ITEM 3. LEGAL PROCEEDINGS
The Registrant has entered into an Administrative Order on Consent with
Region IV of the United States Environmental Protection Agency, together with 14
other parties who have been designated potentially responsible parties, to
perform a remedial investigation/feasibility study at the Leonard Chemical
Company Superfund site in Rock Hill, South Carolina. The Registrant's potential
liability is based on the alleged disposal of waste material at this Superfund
site by Pargo, Inc. Pargo, Inc. was a wholly owned subsidiary of the Registrant
from 1969 to 1972. The Registrant has agreed to participate in the remedial
investigation/feasibility study on the condition that its share of the costs
does not exceed 1.8% of the total plus an additional payment of $4,680 for costs
previously incurred by other parties. The Registrant estimates that, based on
current 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 lawsuits and
environmental and patent matters arising from time to time in the normal course
of business. 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 69, 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 67, 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 43, 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.
5
Richard N. Brigden, age 59, has been Vice President-Finance of the
Registrant since December 1983.
Fred J. Morganthall, II, age 47, was elected President of Harris Teeter on
October 30, 1997. Prior to that time, and beginning in October 1996, he
served as Executive Vice President of Harris Teeter. He was also Harris
Teeter's Senior Vice President of Operations from October 1995 to October
1996, Vice President of Operations from April 1994 to October 1995 and
Vice President of Sales and Distribution from October 1992 to April 1994.
Fred A. Jackson, age 48, 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 1998 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 1998 and
1997 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 1998 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 1998 Annual Report.
6
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The Registrant's market risk sensitive instruments do not subject the
Registrant to material market risk exposures.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Financial Statements of the Registrant, including the
Report of Independent Public Accountants thereon, are incorporated herein by
reference from the Registrant's 1998 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 1998 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 January 4, 1999, filed with the Securities
and Exchange Commission with respect to the Registrant's 1999 Annual Meeting of
Shareholders (the "1999 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 1999 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 1999 Proxy
Statement.
7
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
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 1998 Annual
Report:
Consolidated Balance Sheets, September 27, 1998 and September 28,
1997
Statements of Consolidated Income and Retained Earnings for the
fiscal years ended September 27, 1998, September 28, 1997 and
September 29, 1996
Statements of Consolidated Cash Flows for the fiscal years ended
September 27, 1998, September 28, 1997 and September 29, 1996
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 27, 1998 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.
8
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. +
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 and *
$50,000,000 7.72% Series B Senior Notes due April 15, 2017 under the
Note Purchase and Private Shelf Agreement dated April 15, 1997
between Ruddick Corporation and The Prudential Insurance Company of
America, incorporated herein by reference to Exhibit 4.3 of the
Registrant's Annual Report on Form 10-K for the fiscal year period
ended September 28, 1997 (Commission File No. 1-6905).
The Registrant has certain other long-term debt, but has not filed
the instruments evidencing such debt as part of Exhibit 4 as none of
such instruments authorize the issuance of debt exceeding 10 percent
of the total consolidated assets of the Registrant. The Registrant
agrees to furnish a copy of each such agreement to the Commission
upon request.
10.1 Description of Incentive Compensation Plans, incorporated herein by *
reference to Exhibit 10.1 of the Registrant's Annual Report on Form
10-K for the fiscal year ended September 29, 1996 (Commission No.
1-6905).**
9
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 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
Sequentially
Exhibit Numbered
Number Description of Exhibit Page
- ------ ---------------------- ----
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).**
10.12 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).**
10.13 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).**
10.14 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).**
10.15 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).**
11
Sequentially
Exhibit Numbered
Number Description of Exhibit Page
- ------ ---------------------- ----
10.16 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).**
10.17 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).**
10.18 Ruddick Corporation 1997 Comprehensive Stock Option and Award Plan, *
incorporated herein by reference to Exhibit 10.1 of the Registrant's
Quarterly Report on Form 10-Q for the quarterly period ended
December 28, 1997 (Commission File No. 1-6905).**
10.19 Ruddick Corporation Director Deferred Plan, incorporated herein by *
reference to Exhibit 10.2 of the Registrant's Quarterly Report on
Form 10-Q for the quarterly period ended March 29, 1998 (Commission
File No. 1-6905).**
10.20 Ruddick Corporation Senior Officers Insurance Program, incorporated *
herein by reference to Exhibit 10.3 of the Registrant's Quarterly
Report on Form 10-Q for the quarterly period ended March 29, 1998
(Commission File No. 1-6905).**
11 Statement Regarding the Computation of Per Share Earnings. +
13 Ruddick Corporation 1998 Annual Report to Shareholders: Consolidated +
Financial Statements on pages 24 to 37 and sections headed
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" (pages 20 to 23) and "Eleven-Year Financial
and Operating Summary" (pages 38 and 39) only.
21 List of Subsidiaries of the Registrant. +
23 Consent of Independent Public Accountants. +
27 Financial Data Schedule. +
12
- ------------------------
* 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 27, 1998.
(c) Exhibits
See (a ) (3) above.
(d) Financial Statement Schedules See (a) (2) above.
13
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 28, 1998
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 28, 1998
- ------------------------- (Principal Executive Officer)
Thomas W. Dickson
/s/ Richard N. Brigden Vice President-Finance December 28, 1998
- ------------------------- (Principal Financial Officer)
Richard N. Brigden
/s/ Douglas A. Stephenson Vice President and Treasurer December 28, 1998
- -------------------------- (Principal Accounting Officer)
Douglas A. Stephenson
/s/ John R. Belk Director December 28, 1998
- --------------------------
John R. Belk
/s/ Edwin B. Borden, Jr. Director December 28, 1998
- --------------------------
Edwin B. Borden, Jr.
/s/ John W. Copeland Director December 28, 1998
- --------------------------
John W. Copeland
/s/ Alan T. Dickson Chairman of the Board December 28, 1998
- -------------------------- and Director
Alan T. Dickson
/s/ R. Stuart Dickson Chairman of the Executive December 28, 1998
- -------------------------- Committee and Director
R. Stuart Dickson
14
Name Title Date
---- ----- ----
/s/ Roddey Dowd, Sr. Director December 28, 1998
- --------------------
Roddey Dowd, Sr.
- -------------------- Director
James E. S. Hynes
- -------------------- Director
Hugh L. McColl, Jr.
/s/ Anna S. Nelson Director December 28, 1998
- ------------------
Anna S. Nelson
/s/ Harold C. Stowe Director December 28, 1998
- -------------------
Harold C. Stowe
15
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 by reference in this Form 10-K, and have
issued our report thereon dated October 23, 1998. 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 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 23, 1998
S-1
RUDDICK CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
AND RESERVES
FOR THE FISCAL YEARS ENDED
SEPTEMBER 29, 1996, SEPTEMBER 28, 1997 SCHEDULE II
AND SEPTEMBER 27, 1998
(in thousands)
---------------------------------------------------------------------------------------
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
---------------------------------------------------------------------------------------
BALANCE ADDITIONS
AT BEGINNING CHARGED TO BALANCE
OF FISCAL COSTS AND AT END
DESCRIPTION YEAR EXPENSES DEDUCTIONS OF PERIOD
- ------------------------------------------------------------------------------------------
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
========================================================
Fiscal Year Ended September
27, 1998:
Reserves deducted from
assets to which they apply -
Allowance For Doubtful
Accounts.......... $2,005 $2,145 $2,104* $2,046
========================================================
*Represents accounts receivable balances written off as uncollectible, less
recoveries.
S-2