<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
RUDDICK CORPORATION
(Name of Registrant as Specified in Its Charter)
RUDDICK CORPORATION
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
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<PAGE> 2
RUDDICK CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
FEBRUARY 2, 1995
To our Shareholders:
The Annual Meeting of the Shareholders of Ruddick Corporation will be held
in the Auditorium, 12th Floor, Two First Union Center, Third and College
Streets, Charlotte, North Carolina, on Thursday, February 2, 1995, at 11:00
A.M., local time, for the following purposes:
1. To elect four directors of the Company for three-year terms; and
2. To transact such other business as may properly come before the
Annual Meeting or any adjournment or adjournments thereof.
Pursuant to the provisions of the North Carolina Business Corporation Act,
December 2, 1994 has been fixed as the record date for the determination of
shareholders entitled to notice of and to vote at the Annual Meeting, and
accordingly, only holders of the Company's Common Stock of record at the close
of business on that date will be entitled to notice of and to vote at the Annual
Meeting and any adjournments thereof.
You are cordially invited to attend the Annual Meeting. In the event you
will be unable to attend, please sign, date and return the accompanying proxy
promptly so that your shares may be represented and voted at the Annual Meeting.
A return envelope is enclosed for your convenience.
By Order of the Board of Directors.
DONALD B. WILLIFORD
Secretary
December 21, 1994
<PAGE> 3
RUDDICK CORPORATION
------------------------------------
Proxy Statement
------------------------------------
ANNUAL MEETING OF SHAREHOLDERS
to be held on
FEBRUARY 2, 1995
The following statement, first mailed or delivered to shareholders on or
about December 21, 1994, is furnished in connection with the solicitation by the
Board of Directors of Ruddick Corporation (herein called the "Company") of
proxies to be used at the Annual Meeting of Shareholders of the Company to be
held on Thursday, February 2, 1995, at 11:00 A.M., local time, in the
Auditorium, 12th Floor, Two First Union Center, Third and College Streets,
Charlotte, North Carolina, and at any adjournment or adjournments thereof. The
principal executive offices of the Company are located at 2000 Two First Union
Center, Charlotte, North Carolina 28282.
The accompanying form of proxy is for use at the Annual Meeting if a
shareholder will be unable to attend in person. The proxy may be revoked in
writing by the person giving it at any time before it is exercised either by
notice to the Corporate Secretary or by submitting a proxy having a later date,
or it may be revoked by such person by appearing at the Annual Meeting and
electing to vote in person. All shares represented by valid proxies received
pursuant to this solicitation, and not revoked before they are exercised, will
be voted in the manner specified therein. Where specifications are not made,
proxies will be voted in favor of electing as directors of the Company the four
persons named in this Proxy Statement, each to serve until the third annual
meeting of shareholders following his election, and will be voted in the
discretion of the proxy holders on any other matters presented at the Annual
Meeting.
The entire cost of soliciting these proxies will be borne by the Company.
In addition to the original solicitation of the proxies by mail, the Company may
request banks, brokers and other record holders to send proxies and proxy
materials to the beneficial owners of the Company's Common Stock ("Common
Stock") and secure their voting instructions and will reimburse them for their
reasonable expense in so doing. If necessary, the Company may also use one or
more of its regular employees, who will not be specially compensated, to solicit
proxies from the shareholders, either in person, by telephone or by special
letter.
Pursuant to the provisions of the North Carolina Business Corporation Act,
December 2, 1994 has been fixed as the record date for the determination of
shareholders entitled to notice of and to vote at the Annual Meeting.
Accordingly, only holders of the Common Stock of record at the close of business
on that date will be entitled to notice of and to vote at the Annual Meeting. On
the record date, there were 23,188,849 shares of Common Stock outstanding and
entitled to vote at the Annual Meeting. Each share is entitled to one vote on
each matter expected to be presented at the Annual Meeting, including the
election of directors.
<PAGE> 4
PRINCIPAL SHAREHOLDERS
The following persons are known to the Company to be, as of October 31,
1994, the beneficial owners (within the meaning of applicable securities
regulations and based on a review of reports filed with the Securities and
Exchange Commission pursuant to Section 13(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), as of such date) of more than five
percent of the Common Stock. The nature of beneficial ownership of the shares
included is presented in the notes following the table.
<TABLE>
<CAPTION>
NUMBER OF
SHARES
BENEFICIALLY PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED OF CLASS
- ----------------------------------------------------------------------- ------------ --------
<S> <C> <C>
Trust Company Bank,.................................................... 7,258,008 31.3%
Trustee of the Ruddick Employee
Stock Ownership Plan(1)
Post Office Box 4655
Atlanta, Georgia 30302
Alan T. Dickson(2)..................................................... 2,030,016 8.8%
2000 Two First Union Center
Charlotte, North Carolina 28282
R. Stuart Dickson(3)................................................... 1,678,393 7.2%
2000 Two First Union Center,
Charlotte, North Carolina 28282
</TABLE>
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(1) Trust Company Bank has sole investment power with respect to the number of
shares indicated except under limited circumstances. Trust Company Bank
votes shares held by the Ruddick Employee Stock Ownership Plan (the "ESOP")
that have been allocated to individual accounts in accordance with the
participants' instructions, does not vote allocated shares as to which no
instructions are received and votes the unallocated shares in its sole
discretion.
(2) The amount shown includes 761,032 shares of Common Stock owned of record and
beneficially by Alan T. Dickson, as to which he has sole voting and
investment power; 39,046 shares of Common Stock allocated to his ESOP
account, as to which he has sole voting power but no investment power
except under limited circumstances; 1,129,900 shares of Common Stock owned
of record and beneficially by The Dickson Foundation, Inc., a charitable
foundation, as to which he shares voting and investment power and which are
also included in the table as being beneficially owned by R. Stuart
Dickson; 43,398 shares of Common Stock held as trustee for his niece and
36,640 shares of Common Stock held as trustee for his nephew, as to which
he has sole voting and investment power; and 20,000 shares of Common Stock
that he has the right to purchase under stock options which are currently
exercisable or become exercisable within sixty days, as to which he would
have sole voting and investment power upon acquisition.
(3) The amount shown includes 409,812 shares of Common Stock owned of record and
beneficially by R. Stuart Dickson, as to which he has sole voting and
investment power; 39,441 shares of Common Stock allocated to his ESOP
account, as to which he has sole voting power but no investment power
except under limited circumstances; 65,660 shares of Common Stock held as
custodian or trustee for his daughter, as to which he has sole voting and
investment power; 1,129,900 shares of Common Stock owned of record and
beneficially by The Dickson Foundation, Inc., a charitable foundation, as
to which he shares voting and investment power and which are also included
in the table as being beneficially
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owned by Alan T. Dickson; 13,580 shares of Common Stock owned of record and
beneficially by his spouse, as to which she has sole voting and investment
power and as to which he disclaims beneficial ownership; and 20,000 shares
of Common Stock that he has the right to purchase under stock options which
are currently exercisable or become exercisable within sixty days, as to
which he would have sole voting and investment power upon acquisition.
ELECTION OF DIRECTORS
Under the Company's Bylaws, the Board of Directors of the Company shall
consist of not less than nine nor more than thirteen members, which number of
members shall be fixed and determined from time to time by resolution of the
shareholders, and the directors shall be divided into three classes having
staggered three-year terms, so that the terms of approximately one-third of the
directors will expire each year. The number of directors is currently fixed at
ten. The terms of four of the directors expire at the Annual Meeting.
It is intended that the persons named as proxies in the accompanying form
of proxy will vote to elect as a director each of the four nominees listed
below, unless authority to so vote is withheld, each to serve until the third
annual meeting of shareholders following his election or until his successor
shall be elected and qualified to serve. Each nominee currently is a member of
the Board of Directors. Although the current Board of Directors expects that
each of the nominees will be available for election, in the event a vacancy in
the slate of nominees is occasioned by death or other unexpected occurrence, it
is intended that shares represented by proxies in the accompanying form will be
voted for the election of a substitute nominee selected by the persons named in
the proxy. Directors will be elected by a plurality of the votes cast.
Therefore, while votes withheld from director nominees will be counted for
purposes of determining whether a quorum exists at the Annual Meeting, such
votes withheld will not have the effect of a "negative" vote with respect to the
election of directors. The Board of Directors unanimously recommends that the
shareholders vote to elect all of the nominees as directors.
Set forth below is the name of each nominee for election to the Board of
Directors and each member of the Board of Directors whose term will not expire
at the Annual Meeting, as well as each such person's age, his current principal
occupation (which has continued for at least the past five years unless
otherwise indicated) together with the name and principal business of the
company by which he is employed, the period during which he has served as a
director, all positions and offices that he holds with the Company and his
directorships in other companies with a class of securities registered pursuant
to Section 12 of the Exchange Act or subject to the requirements of Section
15(d) of such Act or companies registered as an investment company under the
Investment Company Act of 1940.
NOMINEES FOR TERMS EXPIRING IN 1998
JOHN W. COPELAND, age 59, has been President of the Company since February
1994. Prior to that time, he served as President of American & Efird, Inc., a
wholly owned subsidiary of the Company engaged in the manufacture and
distribution of sewing thread. He has been a director of the Company since 1989.
ALAN T. DICKSON, age 63, has been the Chairman of the Board of the Company
since February 1994. Prior to that time, he served as President of the Company.
He has been a director of the Company since 1968 and also serves as a director
of NationsBank Corporation, Lance, Inc., Sonoco Products Company, Royal Group,
Inc. and Bassett Furniture Industries, Inc.
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<PAGE> 6
BEVERLY F. DOLAN, age 67, is the retired Chairman of the Board of Textron,
Inc., a diversified holding company. He also served as President of Textron,
Inc. until January 1990 and Chief Executive Officer until January 1, 1992. Mr.
Dolan has been a director of the Company since 1992 and also serves as a
director of Textron, Inc. and First Union Corporation.
RODDEY DOWD, SR., age 62, is the Chairman of the Board of Charlotte Pipe &
Foundry Co., a manufacturing firm. He has been a director of the Company since
1968 and also serves as a director of First Union Corporation.
DIRECTORS WITH TERMS EXPIRING IN 1997
THOMAS M. BELK, age 69, is the President of Belk Stores Services, Inc.,
retail merchants. He has been a director of the Company since 1978 and also
serves as a director of NationsBank Corporation and Jefferson-Pilot Corporation.
JAMES E. S. HYNES, age 54, is the Chairman of the Board of Hynes Sales Co.,
Inc., manufacturers' representatives. He has been a director of the Company
since 1983.
E. C. WALL, JR., age 57, is the President of Canal Industries, Inc., a
dealer in forest products. He has been a director of the Company since 1985 and
also serves as a director of Sonoco Products Company and SCANA Corporation.
DIRECTORS WITH TERMS EXPIRING IN 1996
EDWIN B. BORDEN, JR., age 60, is the President and Chief Executive Officer
of The Borden Manufacturing Company, a company engaged in the manufacture and
sale of high quality cotton and polyester/cotton yarns. He has been a director
of the Company since 1991 and also serves as a director of Carolina Power &
Light Company, Jefferson-Pilot Corporation and Triangle Bancorp, Inc.
R. STUART DICKSON, age 65, has been Chairman of the Executive Committee of
the Company since February 1994. Prior to that time, he served as Chairman of
the Board of the Company. He has been a director of the Company since 1968 and
also serves as a director of Textron, Inc., First Union Corporation, United
Dominion Industries Limited and PCA International, Inc.
HUGH L. MCCOLL, JR., age 59, is the Chairman of the Board and Chief
Executive Officer of NationsBank Corporation, a bank holding company. He has
been a director of the Company since 1978 and also serves as a director of CSX
Corporation, Sonoco Products Company and Jefferson-Pilot Corporation.
Alan T. Dickson and R. Stuart Dickson are brothers. Thomas W. Dickson,
President of American & Efird, Inc., a wholly owned subsidiary of the Company,
is the son of R. Stuart Dickson and the nephew of Alan T. Dickson. No other
director has a family relationship with any other executive officer, director or
nominee for director of the Company as close as first cousin.
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<PAGE> 7
DIRECTORS' FEES AND ATTENDANCE
Each director, other than those receiving payments as a result of
employment by the Company, receives compensation of $10,000 per year for his
service as a director, plus $1,000 for each Board of Directors or committee
meeting attended. In addition, the Company provides $100,000 of term life
insurance coverage for each such director.
Five meetings of the Board of Directors were held during fiscal 1994. Each
director attended at least 75% of the aggregate of the total number of meetings
of the Board of Directors and the total number of meetings of all committees of
the Board of Directors of which he was a member held during fiscal 1994, except
for Roddey Dowd, Sr., who attended 71% of such meetings.
COMMITTEES OF THE BOARD
The Company's Board of Directors has the following standing committees: (i)
the Executive Committee, whose members are Messrs. R. Stuart Dickson, Alan T.
Dickson, Copeland, Belk and McColl, (ii) the Audit Committee, whose members are
Messrs. Borden, Dowd and Wall, and (iii) the Compensation and Special Stock
Option Committee (the "Compensation Committee"), whose members are Messrs. Belk,
Dolan and Hynes. Subject to limitations under North Carolina law, the Executive
Committee, which was established by the Board of Directors effective February
1994, may exercise all of the authority of the Board of Directors in the
management of the Company. The Executive Committee took action by written
consent one time in fiscal 1994 but did not meet during such year. The Audit
Committee recommends independent auditors for the Company and reviews its
financial statements, audit reports, internal financial controls and internal
audit procedures. The Audit Committee met twice during fiscal 1994. The
Compensation Committee makes recommendations to the Board of Directors as to the
salaries of corporate officers and fees of directors and as to incentive plans
and other forms of management compensation. In addition, the Compensation
Committee grants stock options pursuant to the Company's stock option plans and
awards units under the Long Term Key Management Incentive Program and reports
such actions to the Board of Directors. It also reviews compensation set for all
employees of the Company's subsidiaries who are covered by incentive
compensation plans. The Compensation Committee met once during fiscal 1994. See
"Report of the Compensation and Special Stock Option Committee."
The Board of Directors does not have a standing nominating committee or a
committee performing a similar function.
5
<PAGE> 8
BENEFICIAL OWNERSHIP OF COMPANY STOCK
The following table presents information regarding the beneficial ownership
of the Common Stock, within the meaning of applicable securities regulations, of
all current directors and nominees for director of the Company and the executive
officers named in the Summary Compensation Table included elsewhere herein, and
of such directors and nominees and all executive officers of the Company as a
group, all as of October 31, 1994. Except as otherwise indicated, the persons
named in the table have sole voting and investment power over the shares
included in the table.
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
BENEFICIALLY PERCENT
NAME OWNED(1) OF CLASS
- --------------------------------------------------------------------- ------------ --------
<S> <C> <C>
Thomas M. Belk....................................................... 800 *
Richard N. Brigden................................................... 25,978(2) *
Edwin B. Borden, Jr.................................................. 6,000 *
John W. Copeland..................................................... 47,319(3) *
Alan T. Dickson...................................................... 2,030,016(4) 8.8%
R. Stuart Dickson.................................................... 1,678,393(5) 7.2%
Thomas W. Dickson.................................................... 105,268(6) *
Beverly F. Dolan..................................................... 5,200 *
Roddey Dowd, Sr...................................................... 4,200 *
Edward S. Dunn, Jr................................................... 33,858(7) *
Brian F. Gallagher................................................... 2,000(8) *
James E. S. Hynes.................................................... 20,000 *
Hugh L. McColl, Jr................................................... 400 *
E. C. Wall, Jr....................................................... 4,000 *
All directors, nominees for director and executive officers as a
group (14 persons)................................................. 2,833,532 12.2%
</TABLE>
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* Less than 1%
(1) The table includes shares allocated under the ESOP to individual accounts of
those named persons and group members who participate in the ESOP, the
voting of which is directed by such named persons or group members, as
appropriate. The table does not include any unallocated shares held by the
ESOP, which are voted by Trust Company Bank in its sole discretion. See
Note 1 to "Principal Shareholders."
(2) The amount shown includes 5,554 shares owned of record and beneficially by
Mr. Brigden, as to which he has sole voting and investment power; 7,578
shares allocated to his ESOP account, as to which he has sole voting power,
but no investment power except under limited circumstances; and 12,846
shares that may be acquired by him upon the exercise of stock options that
are currently exercisable or become exercisable within sixty days, as to
which he would have sole voting and investment power upon acquisition.
(3) The amount shown includes 10,000 shares owned of record and beneficially by
Mr. Copeland or a corporation of which Mr. Copeland is sole shareholder, as
to which he has sole voting and investment
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power; 20,319 shares allocated to his ESOP account, as to which he has sole
voting power, but no investment power except under limited circumstances;
800 shares owned by his adult children, as to which he has sole voting and
investment power pursuant to a power of attorney; 200 shares held of record
by the Ann F. Copeland and John W. Copeland Charitable Fund, Inc., as to
which he has sole voting and investment power; and 16,000 shares that may
be acquired by him upon the exercise of stock options that are currently
exercisable or become exercisable within sixty days, as to which he would
have sole voting and investment power upon acquisition.
(4) See Note 2 under "Principal Shareholders."
(5) See Note 3 under "Principal Shareholders."
(6) The amount shown includes 89,500 shares owned of record and beneficially by
Mr. Dickson, as to which he has sole voting and investment power; 5,868
shares allocated to his ESOP account, as to which he has sole voting power,
but no investment power except under limited circumstances; and 9,900
shares that may be acquired by him upon the exercise of stock options that
are currently exercisable or become exercisable within sixty days, as to
which he would have sole voting and investment power upon acquisition.
(7) The amount shown includes 4,744 shares owned of record and beneficially by
Mr. Dunn, as to which he has sole voting and investment power; 16,658
shares allocated to his ESOP account, as to which he has sole voting power,
but no investment power except under limited circumstances; and 12,456
shares that may be acquired by him upon the exercise of stock options that
are currently exercisable or become exercisable within sixty days, as to
which he would have sole voting and investment power upon acquisition.
(8) The amount shown represents shares that may be acquired by Mr. Gallagher
upon the exercise of stock options that are currently exercisable or become
exercisable with sixty days, as to which he would have sole voting and
investment power upon acquisition.
(9) The amount shown includes (i) 1,520,542 shares, including 99,202 shares that
may be acquired upon the exercise of stock options that are currently
exercisable or become exercisable within sixty days, as to which directors
and executive officers as a group have, or would have upon acquisition,
sole voting and investment power; (ii) 1,129,900 shares as to which they
have shared voting and investment power; (iii) 128,910 shares allocated to
their respective ESOP accounts, as to which they have sole voting power,
but no investment power except under limited circumstances; and (iv) 13,580
shares beneficially owned by spouses, as to which the directors and
officers disclaim beneficial ownership.
Section 16 of the Exchange Act requires the Company's directors and
executive officers to file reports with the Securities and Exchange Commission
indicating their holdings of and transactions in the Company's equity securities
and to provide copies of such reports to the Company. To the Company's
knowledge, based solely on a review of such copies or written representations
relating thereto, insiders of the Company complied with all filing requirements.
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EXECUTIVE COMPENSATION
COMPENSATION SUMMARY
The following table sets forth a summary of all compensation paid to or
accrued for each named executive officer of the Company for services rendered in
all capacities during the periods indicated:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
ANNUAL COMPENSATION -----------------------------------
-------------------------------------- RESTRICTED SECURITIES
OTHER STOCK UNDERLYING LTIP
NAME AND SALARY BONUS ANNUAL AWARD(S) OPTIONS/ PAYOUTS ALL OTHER
PRINCIPAL POSITION YEAR ($) ($) COMPENSATION($)(1) ($) SARS (#) ($) COMPENSATION($)
- --------------------- ---- ------- ------- ------------------ ---------- ---------- --------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Alan T. Dickson...... 1994 260,000 101,990 0 20,594(6)
Chairman of the 1993 240,000 119,040 0 22,662
Board and Director 1992 227,500 111,703 0 --
of the Company(2)
R. Stuart Dickson.... 1994 260,000 101,990 0 29,409(7)
Chairman of the 1993 240,000 119,040 0 31,442
Executive Committee 1992 227,500 111,703 0 --
and Director of the
Company(2)
John W. Copeland..... 1994 270,000 105,598 20,000 19,088(8)
President and 1993 240,000 106,408 0 37,347
Director of the 1992 225,000 103,960 0 --
Company(2)
Richard N. Brigden... 1994 235,000 76,876 0 15,125(9)
Vice President -- 1993 215,000 88,795 0 17,365
Finance of the 1992 200,000 81,800 0 --
Company
Thomas W. Dickson.... 1994 180,000 51,207 6,000 8,763(10)
President of 1993 -- -- -- --
American & Efird, 1992 -- -- -- --
Inc.(3)(4)
Edward S. Dunn, 1994 204,000 80,988 0 10,933(11)
Jr................. 1993 189,573 67,962 0 12,957
President of Harris 1992 189,000 38,650 0 --
Teeter, Inc.(3)
Brian F. Gallagher... 1994 123,600 0 10,000 7,704(12)
President of Jordan 1993 40,200 0 0 0
Graphics, 1992 -- -- -- --
Inc.(3)(5)
</TABLE>
- ---------------
(1) During fiscal 1994 the aggregate amount of perquisites and other personal
benefits and other non-cash compensation not reported above for each named
executive officer did not exceed the lesser of $50,000 or 10% of the total
amount reported above as annual salary and bonus for such individual.
(2) Prior to February 1994, Alan T. Dickson served as President of the Company,
R. Stuart Dickson served as Chairman of the Board of the Company, and John
W. Copeland served as President of American & Efird, Inc., a wholly owned
subsidiary of the Company.
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(3) American & Efird, Inc., Harris Teeter, Inc. and Jordan Graphics, Inc. are
wholly owned subsidiaries of the Company.
(4) Mr. Dickson first became an executive officer of the Company upon election
as President of American & Efird, Inc. effective February 1994.
(5) Mr. Gallagher first became an executive officer of the Company upon being
hired to serve as President of Jordan Graphics, Inc. in 1993.
(6) Includes the value of certain premiums paid by the Company in fiscal 1994
under its split-dollar life insurance program in the amount of $14,038, and
contributions by the Company in fiscal 1994 to certain defined contribution
plans in the amount of $6,556.
(7) Includes the value of certain premiums paid by the Company in fiscal 1994
under its split-dollar life insurance program in the amount of $22,853, and
contributions by the Company in fiscal 1994 to certain defined contribution
plans in the amount of $6,556.
(8) Includes the value of certain premiums paid by the Company in fiscal 1994
under its split-dollar life insurance program in the amount of $11,532, and
contributions by the Company in fiscal 1994 to certain defined contribution
plans in the amount of $7,556.
(9) Includes the value of certain premiums paid by the Company under its
split-dollar life insurance program in the amount of $7,569, and
contributions by the Company to certain defined contribution plans in the
amount of $7,556.
(10) Includes the value of certain premiums paid by the Company under its
split-dollar life insurance program in the amount of $1,336, and
contributions by the Company to certain defined contribution plans in the
amount of $7,427.
(11) Includes the value of certain premiums paid by the Company under its
split-dollar life insurance program in the amount of $3,377, and
contributions by the Company to certain defined contribution plans in the
amount of $7,556.
(12) Includes the value of certain premiums paid by the Company under its
split-dollar life insurance program in the amount of $6,704, and
contributions by the Company to certain defined contribution plans in the
amount of $1,000.
LONG TERM KEY MANAGEMENT INCENTIVE PROGRAM
The Company has maintained the Long Term Key Management Incentive Program
(the "Incentive Program") since 1989. The Incentive Program is designed to
provide incentives for the Company's top executives to achieve superior
performance in connection with operating the Company and its subsidiaries and is
administered by the Compensation Committee. Pursuant to the Incentive Program,
from time to time the Compensation Committee may establish five-year periods
(each, an "Incentive Period") in which one or more of the executives may
participate, as determined by the Compensation Committee. Upon completion of
each of the five years in an Incentive Period, the Company may make a dollar
contribution to a pool (the "Incentive Pool") established with respect to such
Incentive Period. The amount of the contribution is based upon that year's
return on beginning shareholders' equity. No contributions may be made, however,
if the Company fails to achieve a minimum return on shareholders' equity for
such year. This minimum return on shareholders' equity is established by the
Compensation Committee at the beginning of each Incentive Period and serves as
the minimum required return for each of the five years in the Incentive Period.
Contributions to an Incentive Pool are held in a trust and used to purchase
shares of Common Stock at market price. Throughout the Incentive Period,
dividends paid with respect to such shares of Common Stock are invested in
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<PAGE> 12
additional shares of Common Stock to be held in the Incentive Pool. The shares
of Common Stock remain in the Incentive Pool for the duration of the Incentive
Period, at which time they are allocated as hereinafter described.
Upon completion of each of the five years in an Incentive Period, units may
be awarded by the Compensation Committee to the executives participating in such
Incentive Period based primarily upon the relative success of each participant
in achieving certain financial objectives in each such year. The maximum number
of units a participant may receive in a year is one unit for each $10,000 of the
participant's annual cash compensation (salary plus incentive compensation). The
grant of units is based on subjective and objective criteria, as described in
the Report of the Compensation and Special Stock Option Committee. In the event
that the maximum amount of units available to be awarded to a participant is not
awarded in one year, in the discretion of the Compensation Committee, the units
may be awarded in a subsequent year during the Incentive Period. In addition,
also in the discretion of the Compensation Committee, units awarded in a
previous year during the Incentive Period may be reduced. A participant whose
employment terminates during an Incentive Period will forfeit any units
previously awarded, in the discretion of the Compensation Committee. Units have
no particular dollar or share value to executives during the Incentive Period.
The value of such units cannot be determined until the end of such Incentive
Period, at which time the value will be derived from the number of shares of
Common Stock, if any, held in the Incentive Pool, as well as the relative number
of units held by other executives participating in the Incentive Period.
During an Incentive Period, participants have no rights with respect to any
of the shares held in the related Incentive Pool. At the end of the Incentive
Period, shares in the Incentive Pool, if any, will be allocated to a separate
account for each participant, based on the proportionate number of units held by
each participant at the end of such Incentive Period. In the event of a change
in control of the Company during the Incentive Period, shares will be allocated
at that time, based on the units previously awarded. Shares allocated to the
accounts of participants will vest and generally will be distributed at the
earlier to occur of (i) 20% per year over five years, but not beginning before
the participant is 55 years old or (ii) termination of employment due to death
or disability. If a participant retires during the vesting period, the value of
any unvested shares will be paid in cash. A participant whose employment
terminates for any reason other than retirement, disability or death prior to
receiving full distribution of shares will forfeit any remaining shares in the
discretion of the Compensation Committee. Once the shares of Common Stock are
allocated to a participant's account, the participant may vote and receive
dividends with respect to such shares. Such participant will not, however, have
investment control with respect to such shares until the shares have vested and
been distributed to the participant.
10
<PAGE> 13
PENSION PLANS
The Company provides certain retirement benefits for each of the executives
included in the Summary Compensation Table pursuant to the Ruddick Supplemental
Executive Retirement Plan (the "SERP"), the Ruddick Corporation Employees'
Pension Plan (the "Pension Plan") and Social Security. The following table shows
the estimated annual benefits generally payable at normal retirement to an
executive who participates in the SERP and the Pension Plan, in specified
average compensation and years of service classifications.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
ANNUAL BENEFIT UPON RETIREMENT
WITH YEARS OF SERVICE INDICATED
--------------------------------------------------------------------------
FINAL AVERAGE EARNINGS 5 YEARS 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
- ------------------------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
$125,000................. $ 17,188 $ 34,375 $ 51,563 $ 68,750 $ 68,750 $ 68,750 $ 68,750
150,000................. 20,625 41,250 61,875 82,500 82,500 82,500 82,500
175,000................. 24,063 48,125 72,188 96,250 96,250 96,250 96,250
200,000................. 27,500 55,000 82,500 110,000 110,000 110,000 110,000
225,000................. 30,938 61,875 92,813 123,750 123,750 123,750 123,750
250,000................. 34,375 68,750 103,125 137,500 137,500 137,500 137,500
300,000................. 41,250 82,500 123,750 165,000 165,000 165,000 165,000
400,000................. 55,000 110,000 165,000 220,000 220,000 220,000 220,000
450,000................. 61,875 123,750 185,625 247,500 247,500 247,500 247,500
500,000................. 68,750 137,500 206,250 275,000 275,000 275,000 275,000
</TABLE>
- ---------------
(1) The table sets forth the combined benefits payable under the SERP, the
Pension Plan and Social Security.
(2) The retirement benefits payable to Messrs. R. Stuart Dickson and Alan T.
Dickson would be approximately 9% larger than the amounts shown in the
table.
"Final average earnings" is the average of the participant's highest annual
compensation in any three of the participant's last ten years of employment by
the Company or a participating subsidiary. The annual compensation used to
determine the "final average earnings" of a participant consists of the amounts
shown in the Salary and Bonus columns of the Summary Compensation Table. The
table above describes annual benefits payable in the form of a joint and 75%
survivor annuity beginning at normal retirement. For purposes of this table,
"normal retirement" means retirement at age 60. A participant who retires prior
to normal retirement and after attaining age 55 with 10 years of service will be
entitled to reduced benefits, if payment of such benefits commences prior to age
60.
Final average earnings for purposes of computing benefits, and age and
estimated credited years of service as of October 2, 1994, for each of the
executive officers included in the Summary Compensation Table who currently
participates in the SERP were as follows: $353,411, age 63 and 41 years for Alan
T. Dickson; $353,411, age 65 and 42 years for R. Stuart Dickson; $350,322, age
59 and 16 years for John W. Copeland; $299,157, age 55 and 11 years for Richard
N. Brigden; $213,567, age 39 and 14 years for Thomas W. Dickson; and $259,591,
age 51 and 20 years for Edward S. Dunn, Jr.
Brian F. Gallagher has been designated to become a participant in the SERP
in April 1998, upon completion of five years of service. Mr. Gallagher currently
participates in the Pension Plan. However, based on his designated date for
participation in the SERP, he will not be vested in any benefits under the
Pension
11
<PAGE> 14
Plan before he begins participation in the SERP. Final average earnings, age and
estimated credited years of service as of October 2, 1994 for Mr. Gallagher were
$121,800, age 47 and one year.
STOCK OPTION PLANS
The following table sets forth information regarding options granted to the
executive officers included in the Summary Compensation Table during fiscal year
1994. No free-standing stock appreciation rights ("SARs") were granted to
executive officers during such year.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- ------------------------------------------------------------------------------ POTENTIAL REALIZABLE
PERCENT OF VALUE AT ASSUMED
NUMBER OF TOTAL ANNUAL RATES OF STOCK
SECURITIES OPTIONS/ PRICE APPRECIATION
UNDERLYING SARS GRANTED EXERCISE FOR OPTION TERM
OPTIONS/SARS TO EMPLOYEES OR BASE ---------------------
GRANTED IN FISCAL PRICE EXPIRATION 5% 10%
NAME (#) YEAR ($/SH) DATE ($) ($)
- ------------------ ------------ ------------- -------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
John W. Copeland.. 20,000(1) 16% $22.6875 11-18-00 $184,722 $430,480
Thomas W.
Dickson......... 6,000(1) 5 22.6875 11-18-00 55,417 129,144
Brian F.
Gallagher....... 10,000(1) 8 22.6875 11-18-00 92,361 215,240
</TABLE>
- ---------------
(1) Represents number of shares covered by options granted to the named
executives on November 18, 1993 pursuant to either the Company's 1988
Incentive Stock Option Plan or its 1993 Incentive Stock Option Plan. Such
options have an exercise price equal to 100% of fair market value of such
shares on the date of grant. All such options vest at the rate of 20% per
year over five years, based on the date of grant. Vesting of such options
may be accelerated in certain circumstances involving a change in control
of the Company. Furthermore, the number of shares subject to option will be
appropriately adjusted in the event of a stock dividend or reclassification
or in the event of certain mergers or consolidations involving the Company.
Options expire if the employment of the optionee is terminated for any
reason other than death, disability, retirement with the consent of the
Company or termination without cause by the Company.
12
<PAGE> 15
The following table sets forth a summary of certain information with
respect to the exercise of stock options during fiscal year 1994 by the
executive officers included in the Summary Compensation Table and the value of
such executive's unexercised stock options and SARs, if any, held at fiscal year
end. No SARs were exercised by such executive officers during fiscal 1994.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED IN-
UNEXERCISED THE-MONEY
SHARES OPTIONS/SARS AT OPTIONS/SARS AT
ACQUIRED ON FY-END (#) FY-END ($)(1)
EXERCISE VALUE REALIZED (EXERCISABLE/ (EXERCISABLE/
NAME (#) ($) UNEXERCISABLE) UNEXERCISABLE)
- ---------------------------------------- ----------- -------------- --------------- ---------------
<S> <C> <C> <C> <C>
Alan T. Dickson......................... -- -- 20,000/0 $ 166,000/0
R. Stuart Dickson....................... -- -- 20,000/0 166,000/0
John W. Copeland........................ -- -- 16,000/16,000 99,500/0
Richard N. Brigden...................... 5,106 $ 46,593 12,846/0 106,086/0
Thomas W. Dickson....................... 2,500 20,938 10,300/7,200 63,667/1,656
Edward S. Dunn, Jr...................... 4,744 37,359 12,456/0 102,819/0
Brian F. Gallagher...................... -- -- 2,000/8,000 0/0
</TABLE>
- ---------------
(1) Based on the closing price of the Company's Common Stock on the New York
Stock Exchange on September 30, 1994 ($19.00).
REPORT OF THE COMPENSATION AND
SPECIAL STOCK OPTION COMMITTEE
The Compensation and Special Stock Option Committee of the Board of
Directors is responsible for setting the remuneration levels for executives of
the Company and for overseeing the Company's various executive compensation
plans and the overall management compensation program. Periodically, the
Compensation Committee obtains independent and impartial advice from external
compensation consulting firms in executing its responsibilities. The
Compensation Committee, composed of three outside directors listed below, met
one time during fiscal 1994.
GENERAL EXECUTIVE COMPENSATION PHILOSOPHY
A primary objective of the Company's executive compensation program is to
enhance the shareholder value in the Company. To help achieve this objective,
the Company's executive compensation program is designed both to attract and
retain the most qualified executives by creating competitive compensation
packages and to motivate the Company's executives to produce strong financial
performance by tying corporate and individual performance to compensation
levels. The Company's executive compensation package consists generally of
annual base salary and incentive compensation, and long term incentive
compensation.
Annual Compensation. The Company's annual compensation for its executives
consists of base salary and incentive compensation. As a starting point for
determining the total annual compensation levels for executives, the
Compensation Committee considers the annual compensation packages of companies
that the
13
<PAGE> 16
Company considers to be its competitors. These competitor companies typically
consist of (i) companies that operate in the specific industries in which the
Company's subsidiaries operate, (ii) regional companies that are comparable in
size to the Company, and (iii) other companies (including companies for which
the Company's directors serve as directors) with which the Company believes it
competes for its top executives. Such competitor companies include some, but not
all, of the companies in the Standard & Poor's ("S&P") Retail Stores -- Food
Chains Index and the S&P Textile -- Apparel Manufacturer Index used in preparing
the graph set forth on page 17. In addition, these competitor companies may
include companies that are not included in any of the Indices represented in
such graph.
The total annual compensation levels of the respective executives are also
designed to reflect the varying duties and responsibilities of each executive's
position with the Company or a subsidiary, as appropriate, with consideration
given to the relative size and complexity of each business unit, as well as the
unit's relative contribution to the consolidated financial condition and results
of operation of the Company. As a general rule, the total annual compensation of
executives employed by the holding company is somewhat higher than the salaries
of the other executives, primarily due to the higher responsibilities of the
holding company executives for the Company's total performance.
Base salary typically is determined by the Compensation Committee within
base salary ranges determined as described above. Annual incentive compensation
is provided through a bonus plan that the Company maintains for all salaried
personnel. The bonus plan directly links incentive pay to achievement of
predetermined, objective performance goals. For an executive employed directly
by the holding company, incentive pay is based on return on beginning
shareholders' equity. For an executive employed by an operating subsidiary,
incentive pay is based on pre-tax earnings, as adjusted for that subsidiary, as
a percentage of beginning capital employed. If the Company, or a subsidiary, as
applicable, achieves the predetermined minimum goals, executives are paid a
predetermined percentage of base compensation as incentive. The percentage of
base compensation payable as incentive compensation increases proportionally
until a maximum performance goal, also predetermined, is achieved with respect
to the applicable measure of performance.
Generally, the total annual compensation paid to the Company's executives
is equal to or lower than the median of the range of total annual compensation
provided by the competitor companies, for both the Chief Executive Officer and
the remaining executive officers.
Long Term Incentive Compensation. The Company provides long term incentive
compensation to its executives through the Incentive Program and through the
grant of options pursuant to its various stock option plans. Each of these
programs is designed to reward executives with equity ownership in the Company
or, in some cases, the comparable value of shares of Common Stock. The
Compensation Committee believes that equity-based compensation provides
incentive for executives to enhance long term financial performance of, and
therefore shareholder value in, the Company.
Incentive Program. The Incentive Program is designed to motivate
executives to achieve both superior personal performance and enhanced corporate
performance. The ultimate value to participating executives is directly based on
the number of shares of Common Stock held in an Incentive Pool at the end of an
Incentive Period. As previously described, contributions to an Incentive Pool
are based on annual return on beginning shareholders' equity. If a minimum
return is not achieved in a given year, no contributions are made by the Company
to the Incentive Pool for the purchase of Common Stock. During the past fiscal
year, the Company did not achieve the minimum return on beginning shareholders'
equity, and no contributions were made to the Incentive Pools established under
either of the two Incentive Periods in effect for such year.
14
<PAGE> 17
The grant of units to a participating executive in any given year in an
Incentive Period generally is based on subjective, individual performance
criteria such as management development and personnel training, as well as
progress toward a mutual set of goals relating to quality, service and customer
satisfaction and other subjective factors. The Compensation Committee also
considers specific quantifiable objectives for each participant (based on return
on beginning shareholders' equity for holding company executives and on pre-tax
income, adjusted for an applicable subsidiary, to capital employed for
subsidiary executives). Units may be awarded, in the discretion of the
Compensation Committee, to a participant who achieves satisfactory subjective
criteria, even if specific quantifiable goals are not satisfied, and vice versa.
During fiscal year 1994, units granted to executives, with respect to fiscal
1993 performance, expressed as a percentage of maximum potential units for a
participant, ranged from 65% to 90%.
The first Incentive Period established under the Incentive Program
terminated as of the end of fiscal year 1994. Following the award of units, if
any, during fiscal 1995 to participating executives with respect to fiscal 1994
performance, shares of Common Stock held in the Incentive Pool will be allocated
to the participating executives based on their proportionate share of units.
Stock Options. Options comprise the final component of core compensation
of executives. The Compensation Committee administers the Company's various
stock option plans, including the determination of the individuals to whom
options are granted, the terms on which such options are granted and the number
of shares subject to such options. In general, criteria to determine which key
employees are eligible to participate in the stock option plans include the
duties of the respective employees, their present and potential contributions to
the success of the Company or its subsidiaries and the anticipated number of
years of effective service remaining.
During fiscal 1994, the Compensation Committee granted options to a number
of employees, including certain executives, based primarily on criteria such as
length of employment with the Company or its subsidiaries, new employment and
promotions. The Compensation Committee also considers the number of options
previously granted to employees when it determines new option grants.
Other Compensation. In addition to the above forms of compensation, the
Company also maintains a split dollar life insurance program for its executive
officers and certain other key employees of the Company or its subsidiaries. In
addition, the Company maintains the SERP, in which executives are entitled to
participate in the discretion of its administrative committee, and the Pension
Plan, the ESOP, the Ruddick Savings Plan and the Ruddick Deferred Compensation
Plan, in which executives are entitled to participate upon satisfaction of the
eligibility requirements set forth in the respective plans. In addition, Mr.
Thomas W. Dickson participates in the American & Efird, Inc. Employees' Profit
Sharing Plan.
COMPENSATION FOR CHIEF EXECUTIVE OFFICERS
The general philosophy and policies of the Compensation Committee described
above are equally applicable to the compensation recommendations made with
respect to the Chief Executive Officer of the Company. Alan T. Dickson served as
President and Chief Executive Officer of the Company until February 1994. At
that time, Mr. Dickson was elected Chairman of the Board of Directors of the
Company, and John W. Copeland, who previously served as President of American &
Efird, Inc., was elected President and Chief Executive Officer of the Company.
The overall levels of annual compensation in fiscal 1994 for Messrs.
Dickson and Copeland generally were determined based on the process described
above in "Annual Compensation." The increase in the base salary paid to Mr.
Dickson in fiscal 1994 also reflects compensation paid to Mr. Dickson in lieu of
the Company's
15
<PAGE> 18
providing him an automobile. Similarly, the increase in base salary for Mr.
Copeland reflects the assumption by him of broader responsibilities upon
election as President and Chief Executive Officer of the Company.
Fiscal 1994 annual incentive compensation under the bonus plan for Messrs.
Dickson and Copeland was determined based on return on beginning shareholders'
equity. Pursuant to this formula, if a predetermined minimum return is achieved
in a given year, each of Mr. Dickson and Mr. Copeland is entitled to incentive
compensation equal to 30% of his respective base compensation. The percentage of
base compensation payable as incentive compensation increases proportionally
until a predetermined maximum return is achieved, where a maximum of 60% of his
respective base compensation will be paid as incentive compensation. Mr.
Dickson's annual incentive compensation in fiscal 1994 was less than in fiscal
1993, as the result of a lower return on shareholders' equity. Mr. Copeland's
incentive compensation for fiscal 1994 also decreased from that paid in fiscal
1993, primarily because the above-described formula yielded less incentive than
the formula pursuant to which Mr. Copeland, as President of American & Efird,
Inc., was compensated in fiscal 1993.
Both Mr. Dickson and Mr. Copeland participate in an Incentive Period
established under the Incentive Program for fiscal years 1990-1994. During
fiscal 1994, based on fiscal 1993 performance, the Compensation Committee
granted 70% of the units available to be granted to Mr. Dickson and 90% of the
units available to be granted to Mr. Copeland. The decisions to grant Messrs.
Dickson and Copeland units were based primarily on the Committee's evaluation of
their respective levels of achievement of personal performance objectives and
earnings performance during fiscal 1993. As previously described, during fiscal
1995 the Compensation Committee will consider the grant of units with respect to
fiscal 1994 performance, and following such grant, if any, shares of Common
Stock held in the Incentive Pool will be allocated to participants based on
their respective percentage of units held.
Finally, the Compensation Committee granted Mr. Copeland an option to
purchase 20,000 shares of Common Stock during fiscal year 1994. The decision to
grant Mr. Copeland additional options was based on his added responsibilities
upon election as President and Chief Executive Officer of the Company and, as
such, his potential contribution to the overall performance of the Company.
SUBMITTED BY THE COMPENSATION AND STOCK OPTION COMMITTEE
Thomas M. Belk Beverly F. Dolan James E.S. Hynes
16
<PAGE> 19
COMPARISON OF TOTAL CUMULATIVE SHAREHOLDER RETURN
FOR FIVE-YEAR PERIOD ENDING SEPTEMBER 30, 1994
The following graph presents a comparison of the yearly percentage change
in the Company's cumulative total shareholders' return on the Company's Common
Stock with (i) Standard & Poor's 500 Index, (ii) Standard & Poor's Midcap 400
Index, (iii) Standard & Poor's Retail Stores -- Food Chains Index and (iv)
Standard & Poor's Textile -- Apparel Manufacturer Index for the fiscal years
ended 1990 to 1994, inclusive.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG RUDDICK CORPORATION AND CERTAIN INDICES**
<TABLE>
<CAPTION>
MEASUREMENT PERIOD S&P MIDCAP S&P RETL STRS S&P TEXTILE -
(FISCAL YEAR COVERED) RUDDICK CORP. S&P 500 400 -FOOD CHNS APPAREL MFR
<S> <C> <C> <C> <C> <C>
9/89 100 100 100 100 100
9/90 87 91 86 95 72
9/91 126 119 129 109 128
9/92 141 132 145 124 131
9/93 170 149 179 138 101
9/94 161 155 182 151 111
</TABLE>
* $100 Invested on 09/30/89 in stock or index -- including reinvestment of
dividends. Fiscal year ending September 30.
** The Company utilized two indices, rather than a single index, for its peer
group comparison: Standard & Poor's Retail Stores -- Food Chains Index and
Standard & Poor's Textile -- Apparel Manufacturer Index. The Company believes
that the separate presentation of these indices more accurately corresponds
to the Company's primary lines of business.
17
<PAGE> 20
SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
It is the practice of the Board of Directors to select independent public
accountants for the Company for the current fiscal year at the annual meeting of
the Board of Directors, which normally follows the Annual Meeting of
Shareholders. A representative of Arthur Andersen LLP, the Company's principal
accountants for the fiscal year ended October 2, 1994, is expected to attend the
Annual Meeting of Shareholders and will have an opportunity to make a statement,
if he wishes to do so, and to respond to questions from shareholders.
SHAREHOLDER PROPOSALS
In the event any shareholder wishes to present a proposal to the
shareholders of the Company at the 1996 Annual Meeting of Shareholders, such
proposal must be received by the Company for inclusion in the Proxy Statement
and form of proxy relating to such Annual Meeting on or before August 23, 1995.
ANNUAL REPORT
The Annual Report of the Company for the year ended October 2, 1994,
including financial statements, accompanies this Proxy Statement.
OTHER MATTERS
The Board of Directors knows of no other business that will be presented
for consideration at the Annual Meeting. However, if other matters are properly
presented at the Annual Meeting, it is the intention of the proxy holders named
in the accompanying form of proxy to vote the proxies in accordance with their
best judgment.
By Order of the Board of Directors
DONALD B. WILLIFORD
Secretary
December 21, 1994
18
<PAGE> 21
<TABLE>
<S> <C>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
RUDDICK CORPORATION
ANNUAL MEETING, FEBRUARY 2, 1995
P KNOW ALL MEN BY THESE PRESENTS, that the undersigned shareholder of Ruddick Corporation, a
R North Carolina corporation, hereby constitutes and appoints Alan T. Dickson, R. Stuart Dickson and
O Roddey Dowd, Sr., attorneys and proxies, with full power of substitution, for and on behalf of the
X undersigned to act and vote at the Annual Meeting of Shareholders to be held in the Auditorium, 12th
Y Floor, Two First Union Center, Third and College Streets, Charlotte, North Carolina on Thursday,
February 2, 1995, at 11:00 A.M., E.S.T. and any adjournment or adjournments thereof, as follows:
PLEASE SIGN (1) ELECTION OF DIRECTORS
ON REVERSE SIDE
AND RETURN IN / / FOR electing the four nominees listed below to serve / / WITHHOLD AUTHORITY to vote for
THE ENCLOSED for three-year terms (except as marked to the electing the four nominees listed
POSTAGE-PAID contrary below) below
ENVELOPE
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE
NOMINEE'S NAME IN THE LIST BELOW.)
John W. Copeland Alan T. Dickson Beverly F. Dolan Roddey Dowd, Sr.
(2) In acting upon any other business which may properly be brought before said meeting or any
adjournment thereof;
according to the number of votes and as fully as the undersigned would be entitled to act and vote if
personally present, hereby ratifying and confirming all that said attorneys and proxies or any of them
lawfully do or cause to be done by virtue hereof. A majority
(Continued on other side)
(Continued from other side)
of said attorneys and proxies who shall be present and acting as such at the meeting or any
adjournment thereof, or if only one such attorney and proxy be present and acting, then that one shall
have and may exercise all powers hereby conferred.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
SHAREHOLDER. IF NO DIRECTION IS MADE THIS PROXY WILL BE VOTED IN FAVOR OF PROPOSAL 1.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Shareholders, dated
December 21, 1994, and the Proxy Statement furnished therewith.
Dated this___ day of____________________________,19___
______________________________________________________
______________________________________________________
NOTE: Signature should agree with name on stock
certificate as printed hereon. Executors,
administrators, trustees and other fiduciaries should
so indicate when signing. If a corporation, please
sign the full corporate name as shown hereon by
President or other authorized officer. If a
partnership, please sign in partnership name by
authorized person.
</TABLE>
<PAGE> 22
<TABLE>
<S> <C>
THESE VOTING INSTRUCTIONS ARE SOLICITED BY TRUST COMPANY BANK
RUDDICK CORPORATION
ANNUAL MEETING, FEBRUARY 2, 1995
VOTING KNOW ALL MEN BY THESE PRESENTS, that the undersigned participant in the Ruddick Employee Stock
INSTRUCTIONS Ownership Plan hereby authorizes and instructs Trust Company Bank to vote or cause to be voted the
shares held by Trust Company Bank for the account of the undersigned in the Ruddick Employee Stock
Ownership Plan at the Annual Meeting of Shareholders to be held in the Auditorium, 12th Floor, Two
First Union Center, Third and College Streets, Charlotte, North Carolina, on February 2, 1995, at 11:00
A.M., E.S.T. and any adjournment or adjournments thereof, as follows:
PLEASE SIGN
ON REVERSE SIDE (1) PROPOSAL TO ELECT AS DIRECTORS THE FOUR NOMINEES LISTED BELOW
AND RETURN IN / / FOR electing the four nominees listed below to / / WITHHOLD AUTHORITY to vote for electing the
THE ENCLOSED serve for three-year terms (except as marked four nominees listed below
ENVELOPE to the contrary below)
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH
THE NOMINEE'S NAME IN THE LIST BELOW.)
John W. Copeland Alan T. Dickson Beverly F. Dolan Roddey Dowd, Sr.
(2) In accordance with the best judgment of Trust Company Bank in acting upon any other business
which may properly be brought before said meeting or any adjournment thereof;
(Continued on other side)
(Continued from other side)
THESE VOTING INSTRUCTIONS PROPERLY EXECUTED WILL CAUSE THE SHARES REPRESENTED HEREBY TO BE VOTED IN
THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED PARTICIPANT. IF NO DIRECTION IS MADE THE SHARES WILL BE
VOTED IN FAVOR OF PROPOSAL 1. THE SHARES WILL BE VOTED IN ACCORDANCE WITH THE BEST JUDGMENT OF TRUST
COMPANY BANK ON ANY OTHER MATTER PROPERLY BROUGHT BEFORE THE MEETING.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Shareholders, dated
December 21, 1994, and the Proxy Statement furnished therewith.
Dated this ____ day of _____________________, 19___
_____________________________________________(SEAL)
NOTE: Signature should agree with name on the
records of Trust Company Bank as printed hereon.
</TABLE>
