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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark one)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (Fee Required)
For the Fiscal Year Ended: October 2, 1994
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required)
For the transition period from to
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Commission File Number: 1-6905
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RUDDICK CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NORTH CAROLINA 56-0905940
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
2000 TWO FIRST UNION CENTER, CHARLOTTE, NORTH CAROLINA28282
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)(ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (704) 372-5404
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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS: NAME OF EXCHANGE ON WHICH REGISTERED:
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COMMON STOCK NEW YORK STOCK EXCHANGE, INC.
RIGHTS TO PURCHASE SERIES A JUNIOR
PARTICIPATING ADDITIONAL PREFERRED STOCK NEW YORK STOCK EXCHANGE, INC.
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
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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 October 31, 1994, was $259,760,436.
As of October 31, 1994, the Registrant had outstanding 23,177,803 shares of
Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Parts I and II: Certain portions of the Annual Report to Shareholders for the
fiscal year ended October 2, 1994 (with the exception of those portions which
are specifically incorporated by reference in this Form 10-K and included as
Exhibit 13 hereto, the Annual Report to Shareholders for the fiscal year ended
October 2, 1994, is not deemed to be filed or incorporated by reference as part
of this report).
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Part III: Definitive Proxy Statement dated December 21, 1994, as filed
pursuant to Section 14 of the Securities Exchange Act of 1934 in connection
with the 1995 Annual Meeting of Shareholders. (With the exception of those
portions which are specifically incorporated by reference in this Form 10-K,
the Proxy Statement is not deemed to be filed or incorporated by reference as
part of this report.)
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RUDDICK CORPORATION
AND CONSOLIDATED SUBSIDIARIES
Form 10-K for the Fiscal Year ended October 2, 1994
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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PART I
<S> <C>
Item 1. Business ...........................................................................1
Item 2. Properties .........................................................................4
Item 3. Legal Proceedings ..................................................................6
Item 4. Submission of Matters to a Vote of Security Holders ................................6
Item 4A. Executive Officers of the Registrant ...............................................6
PART II
Item 5. Market for Registrant's Common Equity and Related
Shareholder Matters ................................................................7
Item 6. Selected Financial Data ............................................................7
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations ................................................7
Item 8. Financial Statements and Supplementary Data ........................................8
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure ................................................8
PART III
Item 10. Directors and Executive Officers of the Registrant .................................8
Item 11. Executive Compensation .............................................................8
Item 12. Security Ownership of Certain Beneficial Owners and
Management .........................................................................8
Item 13. Certain Relationships and Related Transactions .....................................8
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K ........................................................................9
</TABLE>
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PART I
ITEM 1. BUSINESS
Ruddick Corporation (the "Registrant") is a diversified holding
company which, through its subsidiaries, is engaged in four primary businesses:
Harris Teeter, Inc. ("Harris Teeter") operates a chain of supermarkets in five
southeastern states; American & Efird, Inc. ("A&E") manufactures and
distributes industrial and consumer sewing thread and sales yarn; Jordan
Graphics, Inc. ("Jordan Graphics") produces and distributes business forms;
and R.S. Dickson & Co., which does business as Ruddick Investment Company
("Ruddick Investment"), operates as an investment management, special
situations and venture capital company.
At October 2, 1994, the Registrant and its subsidiaries had total
consolidated assets of $640,792,000 and had approximately 19,000 employees.
The principal executive offices of the Registrant are located at 2000 Two First
Union Center, Charlotte, North Carolina 28282.
Ruddick Corporation, which is incorporated under North Carolina law,
was created in 1968 through the consolidation of the predecessor companies of
A&E and Ruddick Investment. In 1969 the Registrant acquired Harris Teeter and
the predecessor company of Jordan Graphics.
The businesses in which the Registrant engages through its
subsidiaries, together with certain financial information and competitive
aspects of such businesses, are discussed separately below. For certain other
information regarding industry segments, see the Note entitled "Industry
Segment Information" of the Notes to Consolidated Financial Statements of
Ruddick Corporation and Subsidiaries in the Registrant's 1994 Annual Report to
Shareholders (the "1994 Annual Report"), which information is incorporated
herein by reference.
The only foreign operations conducted by the Registrant are through
A&E. None of the businesses engaged in by the Registrant would be
characterized as seasonal.
The Registrant employs nineteen people, including four executives who
form and implement overall corporate objectives and policies. The Registrant's
employees perform functions in a number of areas including finance, accounting,
audit, insurance, reporting, employee benefits, and public and shareholder
relations. The Registrant assists its subsidiaries in developing long-range
goals, in strengthening management personnel and skills, and in financing
operations. Management of each subsidiary is responsible for implementing
operating policies and reports to management of the Registrant.
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A & E
A&E produces industrial sewing thread from natural and synthetic
fibers for use by apparel, automotive, upholstered furniture, home furnishings,
and footwear manufacturers. A&E also produces consumer sewing thread for use
in home sewing. These products are primarily manufactured in thirteen plants,
all located in North Carolina, and are sold primarily in the United States.
Limited quantities of industrial sewing threads are exported. A&E also
distributes sewing supplies manufactured by other companies. Thread and notion
products accounted for approximately 98% of A&E's net sales in fiscal 1994.
A&E also produces a limited quantity of mercerized cotton yarns for use by the
knitting and weaving industries, which products accounted for 2% of A&E's net
sales in fiscal 1994. This yarn production has decreased in recent years as
plant capacity has been converted to the manufacture of sewing thread. Sales
operations are conducted through A&E's employed salesmen and commission brokers
and jobbers. A&E's sales constituted 14% of the Registrant's consolidated
sales in fiscal 1994 (15% in 1993 and 15% in 1992).
The order backlog, believed to be firm, as of the end of the 1994
fiscal year was approximately $17,863,000 versus $22,611,000 at the end of the
preceding fiscal year. Such backlog normally is expected to be filled within
three weeks of fiscal year end. A&E has approximately 9,500 active customer
accounts. In fiscal 1994, no single customer accounted for more than 8% of
total net sales, and the ten largest customers accounted for an aggregate of
less than 25% of total net sales.
A&E purchases cotton from farmers and domestic cotton merchants.
There is presently a sufficient supply of cotton worldwide and in the domestic
market. Synthetic fibers are bought from the principal American synthetic
fiber producers and are currently available in an adequate supply.
There are no material patents, licenses, franchises, or concessions
held by A&E. Research and Development expenditures were $244,000 and $257,000
in fiscal 1994 and fiscal 1993, respectively, none of which expenditures were
sponsored by customers. Two employees are engaged in this activity full-time.
A&E has expanded into international markets as sewing thread demand
has increased outside the United States in the apparel, home furnishings, and
industrial markets. A&E's value of assets in its subsidiaries in England,
Costa Rica, Canada, Korea, Mexico, and Hong Kong and in its joint ventures in
Singapore, Dominican Republic, and Venezuela totals approximately $43 million.
Management expects to continue to expand foreign production and distribution
operations, primarily through additional joint ventures.
The industrial sewing thread industry is highly competitive. A&E is
one of the largest producers in the domestic industrial thread market.
Principal competitors include Coats/American and Dixie/Threads USA. Principal
competitive factors include quality, service and price. In the consumer thread
market, A&E competes with a number of large, well-established companies,
including Coats/American.
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A&E employed approximately 2,800 persons as of the end of fiscal 1994.
A&E considers its employee relations to be good.
HARRIS TEETER
Harris Teeter operates supermarkets in North Carolina (91), South
Carolina (25), Virginia (19), Georgia (3), and Tennessee (1) for sales of
groceries, produce, meat, delicatessen items, bakery items, and non-food items
such as health and beauty care and other products normally offered for sale in
supermarkets. In fiscal 1992, a prepared foods program was started featuring
chef-prepared hot and cold entrees. This program has now been introduced in 15
stores and will be offered in approximately 29 additional stores in fiscal
1995. Harris Teeter has a program in place whereby each retail store will
undergo a major remodel every eight years. Harris Teeter remodeled three
stores during fiscal 1994 and expects to remodel six stores in fiscal 1995. In
addition, six new stores were opened and five older, less profitable, stores
were closed. In fiscal 1993, a reserve was established in anticipation of
closing 12 smaller, less competitive stores and replacing them with larger
stores offering increased variety and drawing from a larger market area. Two
of the five stores closed in fiscal 1994 were covered by this reserve. As of
fiscal year end, Harris Teeter had 139 stores in operation. Its principal
offices and perishable distribution facilities are located near Charlotte,
North Carolina, and its dry grocery and cold storage distribution facilities
are located in Greensboro, North Carolina. Harris Teeter produces some dairy
products, but buys most of the products it sells, including its private label
brands. Harris Teeter's sales constituted 83% of the Registrant's consolidated
sales in fiscal 1994 (82% in 1993 and 81% in 1992).
The supermarket industry is highly competitive. Harris Teeter
competes with local, regional, and national food chains, some of which are
larger in terms of assets and sales, as well as with independent merchants.
Principal competitive factors include store location, price, service,
convenience, cleanliness, product quality and product variety. No one customer
or group of customers has a material effect upon the business of Harris Teeter.
At fiscal year end, Harris Teeter employed approximately 7,200 persons
full-time and 8,700 part-time. Warehouse employees and drivers at Harris
Teeter's warehouse near Charlotte, North Carolina are represented by a union,
but Harris Teeter is not party to a collective bargaining agreement covering
such employees. Harris Teeter considers its employee relations to be good.
JORDAN GRAPHICS
Jordan Graphics produces a line of business forms and printed products
and distributes its products through its own sales representatives. Its
product line includes custom and stock continuous forms for computer use,
snap-apart forms, pressure sensitive labels, sheeted and roll labels,
envelopes, commercial printing, many specialty items and multi-color forms for
laser printers. Jordan Graphics' offices and principal plant are located near
Charlotte, North Carolina. Jordan Graphics manufactures and distributes its
products, primarily through its direct sales force, mainly in the eastern
United States.
The principal raw materials used by Jordan Graphics include paper,
carbon, cartons, and ink. Management believes that sufficient sources of these
raw materials are currently available.
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In fiscal 1994, the largest single customer of Jordan Graphics
accounted for 4.1% of total net sales, and the ten largest customers accounted
for an aggregate of 24.2% of total net sales. The loss of any one of its five
largest accounts would not, in the opinion of management, materially affect
Jordan Graphics' business.
Jordan Graphics operates in a highly competitive industry, and many of
its competitors are substantially larger, both in terms of assets and sales.
The principal methods of competition in the business forms industry are price,
quality, and service.
At fiscal year end, Jordan Graphics employed 391 persons, of which 73
were in sales. Jordan Graphics considers its employee relations to be good.
RUDDICK INVESTMENT
Ruddick Investment makes direct venture capital investments from its
own capital base and from internally generated funds. The company's portfolio
is invested in a limited number of industries and may include securities of
start-ups and early stage firms, as well as publicly traded securities. Some
of the products and services produced by the current portfolio holdings include
proprietary building products, textiles, pharmaceuticals, medical diagnostic
instrumentation, and commercial oven and stove manufacturing. In addition,
venture investment activities include the development of shopping centers where
Harris Teeter serves as an anchor tenant. Ruddick Investment's principal
objective is to achieve long-term gains on each of its investments. It is not
an operating company and does not offer a service or product in the normal
course of business.
ITEM 2. PROPERTIES
The executive offices of the Registrant are located in approximately
8,086 square feet of leased space in a downtown office tower at 2000 Two First
Union Center, Charlotte, North Carolina 28282, in which it is a tenant under a
lease which expires in May 1998.
A&E's principal offices and thirteen domestic manufacturing plants are
all owned by A&E and are all located in North Carolina. Manufacturing plants
have an aggregate of 1,445,694 square feet of floor space and an insured value
of $250,000,000. A&E has the capacity to produce annually approximately
35,000,000 pounds of industrial sewing thread and 3,250,000 pounds of sales
yarn and has a dyeing capacity of approximately 33,000,000 pounds per year.
Capacities are based on 168 hours of operations per week. A&E also leases 16
distribution centers scattered throughout its domestic markets at an
approximate annual rent of $1,250,000. Through subsidiaries, A&E also owns six
international manufacturing plants with an aggregate of 322,354 square feet of
floor space and an insured value of $46,318,000. These subsidiaries have the
capacity to produce annually approximately 7,830,000 pounds of sewing thread
and have a dyeing capacity of approximately 9,665,000 pounds per year.
Capacities are based on 144 hours of operations per week. In addition to its
subsidiaries, A&E has a minority interest in three joint ventures.
Harris Teeter owns its principal offices, which consist of 95,050
square feet of space located on a 10 acre tract of land near Charlotte, North
Carolina. Harris Teeter owns a 104 acre
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tract east of Charlotte where its cold storage distribution facility is
located. This facility contains approximately 176,000 square feet, most of
which is equipped to store refrigerated or perishable goods. Harris Teeter
also owns a 49 acre tract in Greensboro, North Carolina, where its dry grocery
and frozen goods warehouses are located. The dry grocery warehouse contains
approximately 547,000 square feet and the frozen goods warehouse contains
approximately 130,000 square feet. Harris Teeter owns a 18,050 square foot
milk processing plant located on 8.3 acres of land in Charlotte, North Carolina
and a 81,900 square foot milk processing and ice cream manufacturing facility
located on 4.7 acres of land in High Point, North Carolina. Harris Teeter
operates its retail stores exclusively from leased properties. The base annual
rentals on leased store and warehouse properties as of October 2, 1994
aggregated approximately $29,797,000 net of sublease rentals of approximately
$1,592,000. In addition to the base rentals, the majority of the lease
agreements provide for additional annual rentals based on 1% of the amount by
which annual store sales exceed a predetermined amount. During the fiscal year
ended October 2, 1994, the additional rental amounted to approximately
$971,000. Harris Teeter's supermarkets range in size from approximately 15,000
square feet to 67,000 square feet, with an average size of approximately 31,000
square feet. The following table sets forth selected statistics with respect
to Harris Teeter stores for each of the last three fiscal years:
<TABLE>
<CAPTION>
HARRIS TEETER STORE DATA 1992 1993 1994
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<S> <C> <C> <C>
Stores Open at End of Period 135 138 139
Average Weekly Net Sales Per Store* $ 182,865 $ 197,745 $ 223,467
Average Square Footage Per Store 29,595 30,480 30,974
Average Square Footage Per New Store 33,629 44,748 40,154
Opened During Period
Total Square Footage at End 3,995,313 4,206,284 4,305,325
of Period
</TABLE>
* Computed on the basis of aggregate sales of stores open for a full year.
The corporate offices and principal manufacturing facility and
warehouses for Jordan Graphics are located near Charlotte, North Carolina.
Jordan Graphics owns this facility, which contains 188,000 square feet and is
located on 26 acres of land. Jordan Graphics also leases a manufacturing
facility in Charlotte, North Carolina, containing approximately 14,600 square
feet. In addition, Jordan Graphics owns a smaller manufacturing plant and
offices containing approximately 42,000 square feet located on six acres of
land in Baltimore, Maryland.
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ITEM 3. LEGAL PROCEEDINGS
The Registrant has entered into an Administrative Order on Consent with
Region IV of the United States Environmental Protection Agency, together with
14 other parties who have been designated potentially responsible parties, to
perform a remedial investigation/feasibility study at the Leonard Chemical
Company Superfund site in Rock Hill, South Carolina. The Registrant's
potential liability is based on the alleged disposal of waste material at this
Superfund site by Pargo, Inc. Pargo, Inc. was a wholly owned subsidiary of the
Registrant from 1969 to 1972. The Registrant has agreed to participate in the
remedial investigation/feasibility study on the condition that its share of the
costs does not exceed 1.8% of the total plus an additional payment of $4,680
for costs previously incurred by other parties. The Registrant estimates that,
based on current information, the total cost of the remedial investigation/
feasibility study should be approximately $500,000. Under the interim
allocation of costs agreed to by the parties to the Administrative Order on
Consent, the Registrant's share is 1.12% of the total cost. The Registrant
does not believe that this proceeding will have a material effect on its
business or financial condition.
The Registrant and its subsidiaries are involved in various matters
from time to time in connection with their operations, including various
environmental matters. These matters considered in the aggregate have not had,
nor does the Registrant expect them to have, a material effect on the
Registrant's business or financial condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
The following list contains the name, age, positions and offices held,
and period served in such positions or offices for each of the executive
officers of the Registrant.
R. Stuart Dickson, age 65, has been Chairman of the Executive
Committee since February, 1994. Prior to that time he had been
Chairman of the Board of the Registrant since its formation in
October, 1968.
Alan T. Dickson, age 63, has been Chairman of the Board since
February, 1994. Prior to that time he had been President of the
Registrant since its formation in October, 1968.
John W. Copeland, age 59, has been President of the Registrant since
February, 1994. Prior to that time he had been President of A&E since
October, 1984.
Richard N. Brigden, age 55, has been Vice President-Finance of the
Registrant since December, 1983.
Thomas W. Dickson, age 39, has been President of A&E since February,
1994. Prior to that time, he served as Executive Vice President from
1991 to 1994 and as Senior Vice President-Marketing and International
from 1989 to 1991.
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Edward S. Dunn, Jr., age 51, has been President of Harris Teeter since
January 1, 1989.
Brian F. Gallagher, age 47, has been President of Jordan Graphics,
Inc. since July, 1993. From April, 1993 to July, 1993, he served as
Vice President of Manufacturing. From May, 1985 to April, 1993, he
served as Plant Manager at several plants for Moore Business Forms.
The executive officers of the Registrant and its subsidiaries are
elected annually by their respective Boards of Directors. R. Stuart Dickson
and Alan T. Dickson are brothers. Thomas W. Dickson is the son of R. Stuart
Dickson and the nephew of Alan T. Dickson. No other executive officer has a
family relationship with any other executive officer or director or nominee for
director as close as first cousin.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
The information required for this item is incorporated herein by
reference to the following sections of the Registrant's 1994 Annual Report:
information regarding the principal market for Common Stock, number of
shareholders of record, market price information per share of Common Stock and
dividends declared per share of Common Stock and $.56 Convertible Preference
Stock for each quarterly period in the 1994 and 1993 fiscal years (the $.56
Preference was called for redemption on May 31, 1994) is incorporated by
reference to the Note headed "Quarterly Information (Unaudited)" to the Notes
to Consolidated Financial Statements; and information regarding restrictions on
the ability of the Registrant to pay cash dividends is incorporated by
reference to "Management's Discussion and Analysis of Financial Condition and
Results of Operations-Capital Resources and Liquidity" and the Note headed
"Long-Term Debt" to the Notes to Consolidated Financial Statements.
ITEM 6. SELECTED FINANCIAL DATA
The information required for this item, for each of the last five
fiscal years, is incorporated herein by reference to the section headed
"Eleven-Year Financial and Operating Summary" in the Registrant's 1994 Annual
Report.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information required for this item is incorporated herein by
reference to the section headed "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in the Registrant's 1994 Annual
Report.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Financial Statements of the Registrant, including the
Report of Independent Public Accountants thereon, are incorporated herein by
reference from the Registrant's 1994 Annual Report.
The required supplementary financial information is incorporated
herein by reference from the Note headed "Quarterly Information (Unaudited)" of
the Notes to Consolidated Financial Statements in the Registrant's 1994 Annual
Report.
The financial statement schedules required to be filed herewith, and
the Report of Independent Public Accountants thereon, are listed under Item
14(a) of this Report and filed herewith pursuant to Item 14(d) of this Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item with respect to executive
officers is set forth above in Part I, Item 4A. The information required by
this item with respect to directors is incorporated herein by reference to the
section entitled "Election of Directors" in the Registrant's Proxy Statement
dated December 21, 1994, filed with the Securities and Exchange Commission with
respect to the Registrant's 1995 Annual Meeting of Shareholders (the "1995
Proxy Statement").
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated herein by
reference to the sections entitled "Election of Directors - Directors' Fees and
Attendance" and "Executive Compensation" in the Registrant's 1995 Proxy
Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is incorporated herein by
reference to the sections entitled "Principal Shareholders" and "Election of
Directors-Beneficial Ownership of Company Stock" in the Registrant's 1995 Proxy
Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Documents filed as part of report
(1) Financial Statements: The following report and financial
statements are incorporated herein by reference to the
Registrant's 1994 Annual Report:
Consolidated Balance Sheets, October 2, 1994 and October 3,
1993
Statements of Consolidated Income and Retained Earnings for
the fiscal years ended October 2, 1994, October 3, 1993 and
September 27, 1992
Statements of Consolidated Cash Flows for the fiscal years
ended October 2, 1994, October 3, 1993 and September 27, 1992
Notes to Consolidated Financial Statements
Report of Independent Public Accountants
(2) Financial Statement Schedules: The following report and
financial statement schedules are filed herewith:
Report of Independent Public Accountants for each of the
fiscal years in the three year period ended October 2, 1994
Schedule V - Property, Plant, and Equipment
Schedule VI - Accumulated Depreciation, Depletion and
Amortization of Property, Plant, and
Equipment
Schedule VIII - Valuation and Qualifying Accounts and
Reserves
Schedule X - Supplementary Income Statement
Information
All other schedules are omitted as the required information is
inapplicable or the information is presented in the
consolidated financial statements or related notes thereto.
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(3) Exhibits: The following exhibits are filed with this report
or, as noted, incorporated by reference herein.
Exhibit No. Description
- ----------- -------------------------------------------------------------
3.1 Restated Articles of Incorporation of the Registrant,
incorporated herein by reference to Exhibit 3.1 of the
Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended March 29, 1992 (Commission File No. 1-6905).
3.2 Amended and Restated Bylaws of the Registrant, incorporated
herein by reference to Exhibit 3.2 of the Registrant's Annual
Report on Form 10-K for the fiscal year ended September 27,
1992 (Commission File No. 1-6905).
4.1 Loan Agreement for $70,000,000 Term Loans entered into on
April 23, 1992, by and among the Registrant, First Union
National Bank of North Carolina, NationsBank of North
Carolina, N.A. and Wachovia Bank of North Carolina, N.A.,
incorporated herein by reference to Exhibit 4.1 of the
Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended March 29, 1992, (Commission File No. 1-6905).
The Registrant has certain other long-term debt, but has not
filed the instruments evidencing such debt as part of Exhibit
4 as none of such instruments authorize the issuance of debt
exceeding 10 percent of the total consolidated assets of the
Registrant. The Registrant agrees to furnish a copy of each
such agreement to the Commission upon request.
10.1 Description of Incentive Compensation Plans.*
10.2 Supplemental Executive Retirement Plan of Ruddick Corporation,
as amended and restated, incorporated herein by reference to
Exhibit 10.3 of the Registrant's Annual Report on Form 10-K
for the fiscal year ended September 30, 1990 (Commission File
No. 1-6905).*
10.3 Resolutions adopted by the Board of Directors of the
Registrant and the Plan's Administrative Committee with
respect to benefits payable under the Registrant's
Supplemental Executive Retirement Plan to Alan T. Dickson and
R. Stuart Dickson, incorporated herein by reference to
Exhibit 10.3 of the Registrant's Annual Report on Form 10-K
for the fiscal year ended September 29, 1991 (Commission File
No. 1-6905).*
10.4 Deferred Compensation Plan for Key Employees of Ruddick
Corporation and subsidiaries, as amended and restated,
incorporated herein by reference to Exhibit 10.5 of the
Registrant's Annual Report on Form 10-K for the fiscal year
ended September 30, 1990 (Commission File No. 1-6905).*
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Exhibit No. Description
- ----------- -----------------------------------------------------------
10.5 1982 Incentive Stock Option Plan, as amended and restated.*
10.6 1988 Incentive Stock Option Plan.*
10.7 1993 Incentive Stock Option and Stock Appreciation Rights
Plan, incorporated herein by reference to Exhibit 10.7 of the
Registrant's Annual Report on Form 10-K for the fiscal year
ended October 3, 1993 (Commission File No. 1-6905).*
10.8 Description of the Registrant's Long Term Key Management
Incentive Program, incorporated herein by reference to Exhibit
10.7 of the Registrant's Annual Report on Form 10-K for the
fiscal year ended September 29, 1991 (Commission File No.
1-6905).*
10.9 Ruddick Corporation Irrevocable Trust for the Benefit of
Participants in the Long Term Key Management Incentive
Program, incorporated herein by reference to Exhibit 10.9 of
the Registrant's Annual Report on Form 10-K for the fiscal
year ended September 30, 1990 (Commission File No. 1-6905).*
10.10 Rights Agreement dated November 15, 1990 by and between the
Registrant and Wachovia Bank of North Carolina, N.A.,
incorporated herein by reference to Exhibit 4.1 to the
Registrant's Current Report on Form 8-K dated November 21,
1990 (Commission File No. 1-6905).
10.11 Ruddick Corporation Senior Officers Insurance Program Plan
Document and Summary Plan Description, incorporated herein by
reference to Exhibit 10.10 of the Registrant's Annual Report
on Form 10-K for the fiscal year ended September 27, 1992
(Commission File No. 1-6905).*
11 Statement Regarding the Computation of Per Share Earnings.
13 Ruddick Corporation 1994 Annual Report to Shareholders
(consolidated financial statements on pages 20 to 31 and
sections headed "Management's Discussion and Analysis of
Financial Condition and Results of Operations" (pages 16 to
19) and "Eleven-Year Financial and Operating Summary" (pages
14 to 15) only).
21 List of Subsidiaries of the Registrant.
23 Consent of Independent Public Accountants.
11
<PAGE> 15
Exhibit No. Description
- ----------- -----------------------------------------------------
27 Financial Data Schedule.
________________________
* Indicates management contract or compensatory plan required
to be filed as an Exhibit.
(b) Reports on Form 8-K.
The Registrant did not file any reports on Form 8-K during the three
months ended October 2, 1994.
(c) The following exhibits are filed herewith and follow the
signature pages:
10.1 Description of Incentive Compensation Plans.
10.5 1982 Incentive Stock Option Plan.
10.6 1988 Incentive Stock Option Plan.
11 Statement Regarding Computation of Per Share Earnings.
13 Ruddick Corporation 1994 Annual Report to Shareholders
(consolidated financial statements on pages 20 to 31 and
sections headed "Management's Discussion and Analysis of
Financial Condition and Results of Operations" (pages 16 to 19)
and "Eleven-Year Financial and Operating Summary" (pages 14 to
15) only).
21 List of Subsidiaries of the Registrant.
23 Consent of Independent Public Accountants.
27 Financial Data Schedule.
(d) The financial statement schedules listed in Item 14(a)(2) above begin on
Page S-1.
12
<PAGE> 16
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
RUDDICK CORPORATION
(Registrant)
By: /s/ John W. Copeland
---------------------------
John W. Copeland, President
Dated: December 21, 1994
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated:
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ John W. Copeland President and Director December 21, 1994
- -------------------- (Principal Executive Officer)
John W. Copeland
/s/ Richard N. Brigden Vice President-Finance December 21, 1994
- ---------------------- (Principal Financial Officer)
Richard N. Brigden
/s/ Douglas A. Stephenson Treasurer December 21, 1994
- ------------------------- (Principal Accounting Officer)
Douglas A. Stephenson
/s/ Thomas M. Belk Director December 21, 1994
- ------------------
Thomas M. Belk
/s/ Edwin B. Borden, Jr. Director December 21, 1994
- ------------------------
Edwin B. Borden, Jr.
/s/ Alan T. Dickson Chairman of the Board December 21, 1994
- ------------------- and Director
Alan T. Dickson
/s/ R. Stuart Dickson Chairman of the Executive December 21, 1994
- --------------------- Committee and Director
R. Stuart Dickson
</TABLE>
13
<PAGE> 17
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Beverly F. Dolan Director December 21, 1994
- --------------------
Beverly F. Dolan
/s/ Roddey Dowd, Sr. Director December 21, 1994
- --------------------
Roddey Dowd, Sr.
/s/ James E. S. Hynes Director December 21, 1994
- ---------------------
James E. S. Hynes
/s/ Hugh L. McColl. Jr. Director December 21, 1994
- -----------------------
Hugh L. McColl, Jr.
/s/ E. Craig Wall, Jr. Director December 21, 1994
- ----------------------
E. Craig Wall, Jr.
</TABLE>
14
<PAGE> 18
INDEX TO FINANCIAL STATEMENT SCHEDULES
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Public Accountants S-2
For each of the fiscal years in the three year period ended October 2, 1994
Schedule V - Property, Plant, and Equipment S-3
Schedule VI - Accumulated Depreciation, Depletion, and
Amortization of Property, Plant, and Equipment S-4
Schedule VIII - Valuation and Qualifying Accounts and Reserves S-5
Schedule X - Supplementary Income Statement Information S-6
</TABLE>
All other schedules are omitted as the required information is inapplicable or
the information is presented in the financial statements or related notes.
S-1
<PAGE> 19
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of
Ruddick Corporation:
We have audited in accordance with generally accepted auditing standards, the
consolidated financial statements included in Ruddick Corporation's annual
report to shareholders incorporated in this Form 10-K and have issued our
report thereon dated October 27, 1994. Our audit was made for the purpose of
forming an opinion on those statements taken as a whole. The schedules listed
in Item 14(a)(2) are the responsibility of the Company's management and are
presented for purposes of complying with the Securities and Exchange
Commission's rules and are not part of the basic financial statements. These
schedules have been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, fairly state in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Charlotte, North Carolina,
October 27, 1994.
S-2
<PAGE> 20
RUDDICK CORPORATION AND SUBSIDIARIES
PROPERTY, PLANT AND EQUIPMENT
FOR THE FISCAL YEARS ENDED
SEPTEMBER 27, 1992, OCTOBER 3, 1993
AND OCTOBER 2, 1994 SCHEDULE V
(in thousands)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
- --------------------------------------------------------------------------------------------------------------
BALANCE OTHER BALANCE
AT BEGINNING ADDITIONS CHANGES AT END
CLASSIFICATION OF FISCAL YEAR AT COST RETIREMENTS (DEDUCT) OF PERIOD
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Fiscal Year Ended September 27, 1992:
Land and Land Improvements......... $ 10,900 $ 95 $ 10,995
Buildings.......................... 75,623 2,702 356 (1) 2,229 80,198
Machinery and Equipment............ 277,327 35,206 10,056 (1) (1,967) 300,510
Leasehold Improvements............. 49,464 6,593 577 (1) (23) 55,457
Capital Projects in Progress....... 3,027 3,972 2 (1) (239) 6,758
----------------------------------------------------------------------
Total.......................... $416,341 $48,568 $10,991 $453,918
======================================================================
Fiscal Year Ended October 3, 1993:
Land and Land Improvements......... $ 10,995 ($2) $ 54 $ 10,939
Buildings.......................... 80,198 2,155 92 82,261
Machinery and Equipment............ 300,510 49,548 18,648 (1) 2,374 333,784
Leasehold Improvements............. 55,457 4,982 2,000 58,439
Capital Projects in Progress....... 6,758 (931) 5,827
----------------------------------------------------------------------
Total.......................... $453,918 $55,752 $20,794 $ 2,374 $491,250
======================================================================
Fiscal Year Ended October 2, 1994:
Land and Land Improvements......... $ 10,939 $ 86 $ 11,025
Buildings.......................... 82,261 4,152 86,413
Machinery and Equipment............ 333,784 47,689 $14,327 367,146
Leasehold Improvements............. 58,439 16,451 1,040 73,850
Capital Projects in Progress....... 5,827 (178) 5,649
----------------------------------------------------------------------
Total.......................... $491,250 $68,200 $15,367 $ 0 $544,083
======================================================================
</TABLE>
(1) Reclassified
S-3
<PAGE> 21
RUDDICK CORPORATION AND SUBSIDIARIES
ACCUMULATED DEPRECIATION, DEPLETION AND
AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT
FOR THE FISCAL YEARS ENDED
SEPTEMBER 27, 1992, OCTOBER 3, 1993 SCHEDULE VI
AND OCTOBER 2, 1994
(in thousands)
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
- ---------------------------------------------------------------------------------------------------------------
BALANCE OTHER BALANCE
AT BEGINNING ADDITIONS CHANGES AT END
CLASSIFICATION OF FISCAL YEAR AT COST RETIREMENTS (DEDUCT) OF PERIOD
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Fiscal Year Ended September 27, 1992:
Land Improvements.................. $ 1,143 $ 164 $ 0 $ 1,307
Buildings.......................... 21,206 2,587 356 (1) (1,468) 24,905
Machinery and Equipment............ 130,844 27,430 7,750 (1) 1,468 149,056
Leasehold Improvements............. 18,409 4,098 339 22,168
----------------------------------------------------------------------
Total.......................... $171,602 $34,279 $ 8,445 $197,436
======================================================================
Fiscal Year Ended October 3, 1993:
Land Improvements.................. $ 1,307 $ 158 $ 1 $ 1,464
Buildings.......................... 24,905 2,594 6 27,493
Machinery and Equipment............ 149,056 29,940 14,018 164,978
Leasehold Improvements............. 22,168 4,158 1,914 24,412
----------------------------------------------------------------------
Total.......................... $197,436 $36,850 $15,939 $ 0 $218,347
======================================================================
Fiscal Year Ended October 2, 1994:
Land Improvements.................. $ 1,464 $ 155 $ 0 $ 1,619
Buildings.......................... 27,493 2,671 0 (1) ($2) 30,166
Machinery and Equipment............ 164,978 32,810 12,565 (1) 2 185,221
Leasehold Improvements............. 24,412 4,046 357 28,101
----------------------------------------------------------------------
Total.......................... $218,347 $39,682 $12,922 $ 0 $245,107
======================================================================
</TABLE>
(1) Reclassified
S-4
<PAGE> 22
RUDDICK CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE FISCAL YEARS ENDED
SEPTEMBER 27, 1992, OCTOBER 3, 1993 SCHEDULE VIII
AND OCTOBER 2, 1994
(in thousands)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- -----------------------------------------------------------------------------------------------------------
ADDITIONS
BALANCE CHARGED TO BALANCE
AT BEGINNING COSTS AND AT END
DESCRIPTION OF FISCAL YEAR EXPENSES DEDUCTIONS OF PERIOD
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Fiscal Year Ended September 27, 1992:
Reserves deducted from assets
to which they apply -
Allowance For Doubtful Accounts... $ 871 $ 651 $619 * $ 903
=================================================================
Fiscal Year Ended October 3, 1993:
Reserves deducted from assets
to which they apply -
Allowance For Doubtful Accounts... $ 903 $1,413 $337 * $1,979
=================================================================
Fiscal Year Ended October 2, 1994:
Reserves deducted from assets
to which they apply -
Allowance For Doubtful Accounts... $1,979 $ 506 $454 * $2,031
=================================================================
</TABLE>
*Represents accounts receivable balances written off as uncollectible, less
recoveries.
S-5
<PAGE> 23
RUDDICK CORPORATION AND SUBSIDIARIES
SUPPLEMENTARY INCOME STATEMENT INFORMATION
FOR THE FISCAL YEARS ENDED
SEPTEMBER 27, 1992, OCTOBER 3, 1993 SCHEDULE X
AND OCTOBER 2, 1994
(in thousands)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
COLUMN A COLUMN B
- ------------------------------------------------------------------------------------
CHARGED TO COSTS AND EXPENSES
ITEM 1992 1993 1994
- ------------------------------------------------------------------------------------
<S> <C> <C> <C>
Maintenance and Repairs............................ $16,980 $18,568 $21,840
Depreciation and amortization of intangible asset.. * * *
Taxes other than payroll and income taxes:
Property......................................... * * *
Franchise and other.............................. * * *
Royalties.......................................... * * *
Advertising costs.................................. * * *
</TABLE>
*Less than 1% of sales.
S-6
<PAGE> 24
INDEX TO EXHIBITS
Exhibit No.
(per Item 601 Sequential
of Reg. S-K Description of Exhibit Page No.
- ------------ ---------------------- ----------
3.1 Restated Articles of Incorporation of the *
Registrant, incorporated herein by
reference to Exhibit 3.1 of the Registrant's
Quarterly Report on Form 10-Q for the quarterly
period ended March 29, 1992 (Commission File
No. 1-6905).
3.2 Amended and Restated Bylaws of the Registrant, *
incorporated herein by reference to
Exhibit 3.2 of the Registrant's Annual Report
on Form 10-K for the fiscal year ended
September 27, 1992 (Commission File No. 1-6905).
4.1 Loan Agreement for $70,000,000 Term Loans *
entered into on April 23, 1992, by
and among the Registrant, First Union National
Bank of North Carolina, NationsBank of North
Carolina, N.A. and Wachovia Bank of North
Carolina, N.A., incorporated herein by
reference to Exhibit 4.1 of the Registrant's
Quarterly Report on Form 10-Q for the
quarterly period ended March 29, 1992,
(Commission File No. 1-6905). The
Registrant has certain other long-term debt,
but has not filed the instruments evidencing
such debt as part of Exhibit 4 as none of such
instruments authorize the issuance of debt
exceeding 10 percent of the total consolidated
assets of the Registrant. The Registrant
agrees to furnish a copy of each such agreement
to the Commission upon request.
10.1 Description of Incentive Compensation Plans.**
10.2 Supplemental Executive Retirement Plan of *
Ruddick Corporation, as amended
and restated, incorporated herein by reference
to Exhibit 10.3 of the Registrant's Annual
Report on Form 10-K for the fiscal year
ended September 30, 1990 (Commission File No.
1-6905).**
<PAGE> 25
Exhibit No.
(per Item 601 Sequential
of Reg. S-K Description of Exhibit Page No.
- ------------ ---------------------- ----------
10.3 Resolutions adopted by the Board of Directors of *
the Registrant and the Plan's Administrative
Committee with respect to benefits payable under
the Registrant's Supplemental Executive
Retirement Plan to Alan T. Dickson and R. Stuart
Dickson, incorporated herein by reference to Exhibit
10.3 of the Registrant's Annual Report on
Form 10-K for the fiscal year ended September
29, 1991 (Commission File No. 1-6905).**
10.4 Deferred Compensation Plan for Key Employees of *
Ruddick Corporation and subsidiaries, as amended
and restated, incorporated herein by reference
to Exhibit 10.5 of the Registrant's Annual Report
on Form 10-K for the fiscal year ended
September 30, 1990 (Commission File No. 1-6905).**
10.5 1982 Incentive Stock Option Plan.**
10.6 1988 Incentive Stock Option Plan.**
10.7 1993 Incentive Stock Option and Stock Appreciation *
Rights Plan, incorporated herein by reference to
Exhibit 10.7 of the Registrant's Annual Report on
Form 10-K for the fiscal year ended October 3, 1993
(Commission File No. 1-6905).**
10.8 Description of the Registrant's Long Term Key *
Management Incentive Program, incorporated herein
by reference to Exhibit 10.7 of the Registrant's
Annual Report on Form 10-K for the fiscal year
ended September 29, 1991 (Commission File No.
1-6905).**
<PAGE> 26
Exhibit No.
(per Item 601 Sequential
of Reg. S-K Description of Exhibit Page No.
------------ ---------------------- ----------
10.9 Ruddick Corporation Irrevocable Trust for the *
Benefit of Participants in the Long Term Key
Management Incentive Program, incorporated
herein by reference to Exhibit 10.9 of the
Registrant's Annual Report on Form 10-K for the
fiscal year ended September 30, 1990 (Commission
File No. 1-6905).**
10.10 Rights Agreement dated November 15, 1990 by and *
between the Registrant and Wachovia Bank of North
Carolina, N.A., incorporated herein by reference
to Exhibit 4.1 to the Registrant's Current Report
on Form 8-K dated November 21, 1990 (Commission
File No. 1-6905).
10.11 Ruddick Corporation Senior Officers Insurance *
Program Plan Document and Summary Plan Description,
incorporated herein by reference to Exhibit 10.10
of the Registrant's Annual Report on Form 10-K for
the fiscal year ended September 27, 1992 (Commission
File No. 1-6905).**
11 Statement Regarding the Computation of Per Share
Earnings.
13 Ruddick Corporation 1994 Annual Report to
Shareholders (consolidated financial statements on
pages 20 to 31 and sections headed "Management's
Discussion and Analysis of Financial Condition and
Results of Operations" (pages 16 to 19) and
"Eleven-Year Financial and Operating Summary"
(pages 14 to 15) only).
21 List of Subsidiaries of the Registrant.
23 Consent of Independent Public Accountants.
27 Financial Data Schedule.
____________________
* Incorporated by reference.
** Indicates management contract or compensatory plan required to be filed as
an exhibit.
<PAGE> 1
EXHIBIT 10.1
INCENTIVE COMPENSATION PLANS
The Company and its subsidiaries provide annual incentive compensation
through a bonus plan maintained for all salaried personnel. The bonus plan
directly links incentive pay to achievement of predetermined, objective
performance goals. For employees employed directly by the holding company,
incentive pay is based on return on beginning shareholders' equity. For
employees 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, employees 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 is achieved with respect to the applicable measure of performance.
<PAGE> 1
EXHIBIT 10.5
RUDDICK CORPORATION
1982 INCENTIVE STOCK OPTION PLAN
(as amended and restated on November 17, 1988)
1. Definitions:
(a) The "Act" means the Securities Exchange Act of 1934,
as amended.
(b) The "Code" means the Internal Revenue Code of 1986,
as amended.
(c) The "Committee" means the Stock Option Committee
appointed by the Board of Directors of the Corporation to administer
the Plan.
(d) "Common Stock" means the common stock, $1.00 par
value per share, of the Corporation to be issued pursuant to the Plan.
(e) The "Corporation" means Ruddick Corporation, a North
Carolina corporation.
(f) "Disabled" means the inability of an optionee to
engage in his profession by reason of any medically determinable
physical or mental impairment which can be expected to result in death
or which is to last or can be expected to last for a continuous period
of not less than twelve months.
(g) "Incentive Stock Option Agreement" means a formal
written agreement between the Corporation and an optionee in such form
and containing such provisions not inconsistent with the provisions of
the Plan as the Committee shall from time to time approve setting
forth the terms and conditions of the grant of an option to purchase
shares of Common Stock pursuant to the Plan. Such Incentive Stock
Option Agreement may be combined in the same written agreement as a
Stock Appreciation Right Agreement.
(h) "Key Employee" means an active full time employee of
the Corporation or its Subsidiaries who has significant responsibility
for the growth and financial success of the Corporation, including
officers and other employees of the Corporation and its Subsidiaries.
The term "Key Employee" does not include a director of the Corporation
or a Subsidiary who is not otherwise an active employee of the
Corporation or a Subsidiary, or a person who has retired from the
active employment of the Corporation or a Subsidiary.
(i) "Option" means the right granted by the Corporation
pursuant to the Plan to a Key Employee to purchase shares of Common
Stock.
<PAGE> 2
(j) The "Plan" means the Ruddick Corporation 1982
Incentive Stock Option Plan.
(k) "Right" means the right of an optionee to receive,
pursuant to the terms of such optionee's Stock Appreciation Right
Agreement, either cash or shares of Common Stock based on the increase
in the fair market value, as defined in Section 6 hereof, of the
optioned shares of Common Stock, as more particularly described in
Section 9 hereof.
(l) "Stock Appreciation Right Agreement" means a formal
written agreement between the Corporation and an optionee in such form
and containing such provisions not inconsistent with the provisions of
the Plan as the Committee shall from time to time approve setting
forth the terms and conditions of the grant of a Right. Such Stock
Appreciation Right Agreement may be combined in the same written
agreement as an Incentive Stock Option Agreement.
(m) "Subsidiaries" means subsidiary corporations of the
Corporation as that term is defined in Section 425(f) of the Code.
2. Purpose:
This Plan is for the purpose of securing or retaining the
services of Key Employees of the Corporation and its Subsidiaries.
The Board of Directors of the Corporation believes the Plan will
promote and increase personal interest in the welfare of the
Corporation by, and provide incentive to, those who are primarily
responsible not only for its regular operations but also for shaping
and carrying out the long-range plans of the Corporation and aiding
its continued growth and financial success. It is intended that
options issued pursuant to the Plan shall constitute incentive stock
options within the meaning of Section 422A of the Code. It is also
intended that the Plan satisfy the conditions of Rule 16b-3 of the
Act.
3. Administration:
The Plan shall be administered by the Committee, which shall
consist of not less than three members of the Board of Directors of
the Corporation who shall be appointed by the Board. No person shall
serve on the Committee who is, or within the preceding year has been,
eligible to receive an Option or a Right under the Plan.
The members of the Committee shall serve at the pleasure of
the Board of Directors, which may fill vacancies, however caused, in
the Committee. The Committee shall select one of its members as its
chairman and shall hold its meetings at such times and places as it
shall deem
2
<PAGE> 3
advisable. A majority of its members shall constitute a quorum, and
all actions of the Committee shall be taken by a majority of its
members. Any action of the Committee evidenced by a written
instrument, signed by a majority of its members, shall be fully as
effective as if it had been taken by a vote of a majority of its
members at a meeting duly called and held. The Committee shall
appoint a secretary, who may be but need not be a member of the
Committee; shall keep minutes of its meetings; and shall make such
rules and regulations for the conduct of its business as it shall deem
advisable.
Subject to the express provisions of the Plan, the Committee
shall have complete authority, in its discretion, to determine the Key
Employees of the Corporation and the Subsidiaries to whom, the time or
times when, and the price or prices at which, Options and Rights shall
be granted, the option periods, and the number of shares to be subject
to each Option and Right. The Committee shall also have complete
authority to interpret the Plan, to prescribe, amend, and rescind
rules and regulations relating to it, to determine the terms and
provisions of the respective Incentive Stock Option Agreements (which
need not be identical) and the respective Stock Appreciation Right
Agreements (which need not be identical), and to make all other
determinations necessary or advisable for the administration of the
Plan. The Committee's determinations on the matters referred to in
this section shall be conclusive and binding upon all persons
including, without limitation, the Corporation and its Subsidiaries,
the Committee and each of the members thereof, and the Directors,
officers, and employees of the Corporation and its Subsidiaries, the
optionees, and their respective successors in interest.
4. Eligibility:
Options and Rights may be granted only to Key Employees. No
Key Employee shall be eligible, except as provided in Section 13
hereof, to receive an Option if such employee would beneficially own,
directly or indirectly, immediately after the Option was granted,
capital stock of the Corporation possessing more than ten percent of
the total combined voting power of all classes of capital stock of the
Corporation. For the purposes of the preceding sentence, the rules of
Section 425(d) of the Code shall apply, and capital stock of the
Corporation which an employee may purchase under outstanding options
shall be treated as stock owned by such employee. In determining the
employees to whom Options and Rights will be granted and the number of
shares to be covered by each Option, the Committee shall take into
account the duties of the respective employees, their present and
potential contributions to the
3
<PAGE> 4
success of the Corporation, the anticipated number of
years of effective service remaining, and such other factors as they
shall deem relevant in connection with accomplishing the purposes of
the Plan. Subject to the limits set forth in this Plan, a Key Employee
who has been granted an Option and Right may be granted additional
Options and Rights if the Committee shall so determine.
Notwithstanding the foregoing provisions of the Plan, no
employee may be granted an Option in any calendar year if the
aggregate fair market value (determined as of the time the Option is
granted) of the stock with respect to which incentive stock options
are exercisable for the first time by such employee during any
calendar year, under this and all other incentive stock option plans
(as defined in Section 422A of the Code) of the Corporation or its
Subsidiaries, would exceed $100,000. No member of the Committee shall
be eligible to receive an Option or a Right.
5. Stock Subject to Option:
An aggregate of 400,000 shares of Common Stock will be
authorized and reserved for issuance for purposes of the Plan.
Such shares may be in whole or in part, as the Board of Directors of
the Corporation shall from time to time determine, authorized but
unissued shares of Common Stock or issued shares of Common Stock which
shall have been reacquired by the Corporation. If any Option granted
under the Plan shall expire or terminate for any reason without having
been exercised in full, Options may be granted to other Key Employees
with respect to such unpurchased shares.
To the extent permitted in the case of "incentive stock
options" by Sections 421, 422A and 425 of the Code, the total amount
of shares on which Options may be granted under the Plan and option
rights (both as to the number of shares and the option price) shall be
appropriately adjusted for any increase or decrease in the number of
outstanding shares of Common Stock of the Corporation resulting from
payment of a stock dividend on the Common Stock, a subdivision or
combination of shares of the Common Stock, or a reclassification of
the Common Stock, and (in accordance with the provisions contained in
the next following paragraph) in the event of a merger or
consolidation.
After the merger of one or more corporations into the
Corporation or any Subsidiary of the Corporation, any merger of the
Corporation into another corporation, any consolidation of the
Corporation or any Subsidiary of the Corporation and one or more
corporations, or any other corporate reorganization of any form
involving the Corporation as a party thereto involving any exchange,
conversion, adjustment or other modification of the
4
<PAGE> 5
outstanding shares of the Corporation's Common Stock, each
optionee shall, at no additional cost, be entitled, upon any exercise
of his Option, to receive, in lieu of the number of shares as to which
such Option shall then be so exercised, the number and class of shares
of stock or other securities or such other property to which such
optionee would have been entitled pursuant to the terms of the
agreement of merger or consolidation, if at the time of such merger or
consolidation, such optionee had been a holder of record of a number of
shares of Common Stock of the Corporation equal to the number of shares
as to which such Option shall then be so exercised. Comparable rights
shall accrue to each optionee in the event of successive mergers or
consolidations of the character described above.
The foregoing adjustments and the manner of application of the
foregoing provisions shall be determined by the Committee in its sole
discretion. Any such adjustment may provide for the elimination of
any fractional share which might otherwise become subject to an
Option.
In the event of (i) the adoption of a plan of merger or
consolidation of the Corporation with any other corporation or
association as a result of which the holders of the voting capital
stock of the Corporation as a group would receive less than 50% of the
voting capital stock of the surviving or resulting corporation; (ii)
the approval by the Board of Directors of an agreement providing for
the sale or transfer (other than as security for obligations of the
Corporation) of substantially all the assets of the Corporation, or
(iii) the acquisition of more than 20% of the Corporation's voting
capital stock by any person within the meaning of Section 13(d)(3) of
the Securities Exchange Act of 1934, other than a person, or group
including a person, who beneficially owned, as of the effective date
hereof, more than 5% of the Corporation's securities in the absence of
a prior expression of approval of the Board of Directors of the
Corporation; any Option granted hereunder shall become immediately
exercisable in full, subject to any appropriate adjustments in the
number of shares subject to Option and the option price, and shall
remain exercisable for the remaining term of such Option, regardless
of whether such Option has been outstanding for six months or of any
provision contained in the Incentive Stock Option Agreement with
respect thereto limiting the exercisability of the Option or any
portion thereof for any length of time, subject to all of the terms
hereof and of the Incentive Stock Option Agreement with respect
thereto not inconsistent with this paragraph.
Anything contained herein to the contrary notwithstanding,
upon the dissolution or liquidation of the Corporation each Option
granted under the Plan shall
5
<PAGE> 6
terminate; provided, however, that following the adoption of a
plan of dissolution or liquidation, and in any event prior to such
dissolution or liquidation (and as provided above regarding certain
mergers and consolidations), each Option granted hereunder shall be
exercisable in full, regardless of whether such Option has been
outstanding for six months or of any provision contained in the
Incentive Stock Option Agreement with respect thereto limiting the
exercisability of the Option or any portion thereof for any length of
time, subject to all of the terms hereof and of the Incentive Stock
Option Agreement with respect thereto not inconsistent with this
paragraph.
The grant of an Option pursuant to this Plan shall not affect
in any way the right or power of the Corporation or any of its
Subsidiaries to make adjustments, reclassifications, reorganizations,
or changes of its capital or business structure, or to merge or
consolidate, or to dissolve, liquidate or sell, or transfer all or any
part of its business or assets.
In the event that the number of shares of Common Stock subject
to an Option or Options is adjusted pursuant to the terms of this
Section 5, then any Right or Rights related to such Option or Options
likewise shall be appropriately and equitably adjusted.
6. Granting of Options; Option Price:
Following the selection by the Committee of a Key Employee to
whom an Option shall be granted, the Corporation shall tender for a
signature an Incentive Stock Option Agreement. The date on which an
Option shall be granted shall be the date of the Committee's
authorization of such grant, or such later date as may be determined
by the Committee at the time such grant is authorized.
The purchase price of the Common Stock under each Option
shall be determined by the Committee, but shall be not less than 100
percent of the fair market value of the stock at the time of the
granting of the Option, and in no event shall the purchase price with
respect to authorized but theretofore unissued shares of stock be less
than the par value of the stock.
For so long as the Common Stock is listed on a national
securities exchange or the NASDAQ National Market System, "fair market
value" shall mean, for purposes of this Plan, as of a given date, the
mean between the high and low sales prices for the stock on such date,
or, if no such shares were sold on such date, the most recent date on
which shares of such stock were sold, as reported in The Wall Street
Journal. If the Common Stock is not listed on a national
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securities exchange or the NASDAQ National Market System, fair
market value shall mean the average of the closing bid and asked prices
for such stock in the over-the-counter market as reported by the
National Association of Securities Dealers Automated Quotation System.
If the Common Stock is not listed on a national securities exchange,
the NASDAQ National Market System or the over-the-counter market, fair
market value shall be the fair value thereof determined in good faith
by the Board of Directors of the Corporation.
7. Exercise of Option:
An Option may be exercised by written notice to the
Corporation at its offices at 2000 First Union Plaza, Charlotte, North
Carolina 28282, or such other address to which the office may be
relocated, which notice shall be signed by the employee or by the
employee's successors, as hereinafter described in Section 10, which
shall state the number of shares with respect to which the Option is
being exercised, and shall contain the representation that it is the
optionee's present intention to acquire the shares being purchased for
investment and not for resale. Payment in full of the option price of
said shares must be made at the time of the exercise of the Option,
and payment may be made in cash or shares of Common Stock of the
Corporation previously held by the optionee, or a combination of both.
Payment in shares may also be made with shares received upon the
exercise or partial exercise of an Option, whether or not involving a
series of exercises or partial exercises and whether or not share
certificates for such shares surrendered have been delivered to the
Optionee. Shares of Common Stock previously held by the optionee and
surrendered, in accordance with rules and regulations adopted by the
Committee, for the purpose of making full or partial payment of the
option price, shall be valued for such purpose at the "fair market
value" thereof ("fair market value" to be determined in the manner
hereinbefore provided in Section 6) on the date the Option is
exercised. As soon as practicable after said notice shall have been
received, the Corporation shall deliver to the optionee a stock
certificate registered in the optionee's name representing the Option
shares.
The optionee shall not have any rights of a shareholder of the
Corporation with respect to the shares covered by the Option except to
the extent that, and until, one or more certificates for shares shall
have been delivered to optionee upon the due exercise of the Option.
8. Option Period:
The Options and Rights granted hereunder shall be exercisable
in whole or in part or in installments from time
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to time as may be specified by the Committee, except that no
Option or Right granted hereunder shall be exercisable within six
months of, or after the expiration of ten years from, the date the
Option or Right is granted.
9. Rights:
A Right may be granted with respect to any Option and may be
granted contemporaneously with the grant of an Option or at any time
after an Option is granted. Such Right may be exercised by
surrendering the related Option, or any portion thereof, to the
Corporation at its offices as set forth in Section 7 hereof, and to
the extent Options have been so surrendered, such Options shall no
longer be exercisable.
A Right may be exercised only when the related Option is
eligible to be exercised and also only when the fair market value, as
defined in Section 6 hereof, of the Common Stock exceeds the purchase
price of the Common Stock under the related Option.
A Right will expire no later than the expiration of the
related Option.
A Right entitles the optionee to surrender to the Corporation
the related unexercised Option, or any portion thereof, and to receive
from the Corporation in exchange therefor the economic value thereof,
which value shall be an amount equal to (i) the excess of the fair
market value, as defined in Section 6 hereof, of one share of Common
Stock on the date of exercise of the Right over the purchase price per
share of Common Stock specified in such Option, multiplied by (ii) the
number of shares of Common Stock subject to the Option, or portion
thereof, which is so surrendered.
Upon the exercise of a Right, the Committee shall have the
sole and exclusive discretion to determine the form in which payment
of the economic value of such Right shall be made, which form of
payment may be in cash, in shares of Common Stock or in any
combination thereof. No fractional shares of Common Stock shall be
issued upon the exercise of a Right.
Upon the exercise of a Right, the Option or portion thereof to
which such Right is related shall be forfeited, and such forfeiture
shall have the effect of an exercise of the Option for the purpose of
the limitation imposed on the number of shares of Common Stock
authorized and reserved for issuance under Section 5 hereof. Upon the
exercise or partial exercise of an Option, the related Right or Rights
shall be forfeited to the extent of such exercise.
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<PAGE> 9
Notwithstanding anything to the contrary contained herein, if
an optionee is a person who is regularly required to report his
ownership and change of ownership of Common Stock to the Securities and
Exchange Commission and is subject to short-swing profit liability
under the provisions of Section 16(b) of the Act, then any election to
exercise such optionee's Rights, as well as any exercise of such
optionee's Rights, shall be made only in accordance with the terms of
this Plan and during the period beginning on the third business day and
ending on the twelfth business day following the release for
publication by the Corporation of quarterly or annual summary
statements of sales and earnings. This condition shall be deemed to be
satisfied if the specified financial data appears (i) on a wire
service, (ii) in a financial news service, (iii) in a newspaper of
general circulation, or (iv) is otherwise made publicly available, and
shall remain in effect so long as it does not violate any applicable
law or any rule or regulation adopted by appropriate governmental
authority.
Notwithstanding further anything to the contrary contained
herein, Rights shall always be granted and exercised in such a manner
as to satisfy the conditions of Rule 16b-3 of the Act.
10. Termination of Employment:
(a) If the employment of any person to whom an Option has
been granted is terminated for any reason other than death,
disability, retirement with the consent of the Corporation, or
termination without cause, his Option or Options and the related Right
or Rights shall terminate immediately. If an optionee retires with
the consent of the Corporation or if an optionee is terminated without
cause by the Corporation, or any of its Subsidiaries, he may exercise
his Option or Right to the extent that he was entitled to exercise it
as of the date of said retirement or termination but only within three
months after said retirement and in no event after the expiration of
ten years from the date such Option and Right were granted. A
temporary leave of absence approved by the Corporation or any of its
Subsidiaries shall not be deemed to be a termination of employment,
unless, under any applicable provisions of the Code or regulations
promulgated thereunder, as then in effect, the affected optionee would
be accorded different tax treatment than if such optionee were an
active employee of the Corporation.
(b) If any person to whom an Option or an Option and
related Right has been granted shall die or become Disabled while he
is an employee of the Corporation or any of its Subsidiaries, or shall
die within three months after retirement with the consent of the
Corporation, such Option or Right may be exercised (to the extent he
would have been
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entitled to do so on the date of his death or disability) by the
optionee or a legatee or legatees of the optionee under his last will,
or by his personal representatives or distributees, at any time within
one year after the termination of his employment, but in no event after
the expiration of ten years after the date such Option and Right were
granted. Disability shall be determined by the Committee only upon
certification thereof by a qualified physician selected by the
Committee after examination of the optionee by such physician.
11. The Right of the Corporation to Terminate Employment:
Nothing contained in the Plan or in any Option or Right
granted pursuant to the Plan shall confer upon any optionee any right
to be continued in the employment of the Corporation or one of its
Subsidiaries, or shall interfere in any way with the right of the
Corporation or any of its Subsidiaries as the case may be, to
terminate his employment at any time for any reason.
12. Non-Transferability of Options and Rights:
No Option or Right granted under the Plan shall be
transferable by the optionee other than by will, or, if he dies
intestate, by the laws of descent and distribution of the state of his
domicile at the time of his death, and such Option or Right shall be
exercisable during his lifetime only by such optionee.
13. Ten Percent Shareholders:
Notwithstanding the provisions of Section 4 regarding the
ineligibility of certain ten percent owners of the Corporation's
capital stock, any such employee may be granted an Option hereunder
which (a) provides for an option price of at least 110 percent of the
fair market value of the stock at the time of the granting of the
Option, (b) is not exercisable before the expiration of six months or
after the expiration of five years from the date such Option is
granted, and (c) is subject to all of the other terms and conditions
of the Plan, including without limitation, the restrictions of Section
4 regarding Options to purchase shares having a fair market value in
excess of $100,000.
14. Amendment and Termination:
The Plan may be amended, modified, discontinued or terminated
by the Board of Directors without stockholder approval as deemed in
the best interest of the Corporation; provided, that no such amendment
of modification shall (i) materially increase the benefits accruing to
eligible employees, (ii) materially increase the number of shares
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which may be issued, (iii) materially modify the requirements as to
eligibility for participation, or (iv) without the consent of the
holder, reduce the amount of any benefit or adversely change the terms
and conditions thereof.
15. Effective Date of the Plan:
The effective date of the Plan shall be the date upon which
the adoption of the Plan is approved by the shareholders of the
Corporation. Notwithstanding any other provision hereof, no Option or
Right granted hereunder may be exercised prior to the approval of the
Plan by the shareholders of the Corporation and, in the event the
shareholders do not approve the Plan within one year from the
effective date of the Plan, all Options and Rights granted hereunder
shall be void. No Options or Rights may be granted under this Plan
subsequent to November 15, 1991.
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<PAGE> 1
EXHIBIT 10.6
RUDDICK CORPORATION
1988 INCENTIVE STOCK OPTION PLAN
1. Definitions:
(a) The "Act" means the Securities Exchange Act of 1934, as
amended.
(b) The "Code" means the Internal Revenue Code of 1986, as
amended.
(c) The "Committee" means the Stock Option Committee appointed
by the Board of Directors of the Corporation to administer the Plan.
(d) "Common Stock" means the common stock, $1.00 par value per
share, of the Corporation to be issued pursuant to the Plan.
(e) The "Corporation" means Ruddick Corporation, a North
Carolina corporation.
(f) "Disabled" means the inability of an optionee to engage in
his profession by reason of any medically determinable physical or
mental impairment which can be expected to result in death or which is
to last or can be expected to last for a continuous period of not less
than twelve months.
(g) "Incentive Stock Option Agreement" means a formal written
agreement between the Corporation and an optionee in such form and
containing such provisions not inconsistent with the provisions of the
Plan as the Committee shall from time to time approve setting forth
the terms and conditions of the grant of an option to purchase shares
of Common Stock pursuant to the Plan. Such Incentive Stock Option
Agreement may be combined in the same written agreement as a Stock
Appreciation Right Agreement.
(h) "Key Employee" means an active full time employee of the
Corporation or its Subsidiaries who has significant responsibility for
the growth and financial success of the Corporation, including
officers and other employees of the Corporation and its Subsidiaries.
The term "Key Employee" does not include a director of the Corporation
or a Subsidiary who is not otherwise an active employee of the
Corporation or a Subsidiary, or a person who has retired from the
active employment of the Corporation or a Subsidiary.
(i) "Option" means the right granted by the Corporation
pursuant to the Plan to a Key Employee to purchase shares of Common
Stock.
<PAGE> 2
(j) The "Plan" means the Ruddick Corporation 1988 Incentive
Stock Option Plan.
(k) "Right" means the right of an optionee to receive,
pursuant to the terms of such optionee's Stock Appreciation Right
Agreement, either cash or shares of Common Stock based on the increase
in the fair market value, as defined in Section 6 hereof, of the
optioned shares of Common Stock, as more particularly described in
Section 9 hereof.
(l) "Stock Appreciation Right Agreement" means a formal
written agreement between the Corporation and an optionee in such form
and containing such provisions not inconsistent with the provisions of
the Plan as the Committee shall from time to time approve setting
forth the terms and conditions of the grant of a Right. Such Stock
Appreciation Right Agreement may be combined in the same written
agreement as an Incentive Stock Option Agreement.
(m) "Subsidiaries" means subsidiary corporations of the
Corporation as that term is defined in Section 425(f) of the Code.
2. Purpose:
This Plan is for the purpose of securing or retaining the
services of Key Employees of the Corporation and its Subsidiaries. The
Board of Directors of the Corporation believes the Plan will promote
and increase personal interest in the welfare of the Corporation by,
and provide incentive to, those who are primarily responsible not only
for its regular operations but also for shaping and carrying out the
long-range plans of the Corporation and aiding its continued growth
and financial success. It is intended that options issued pursuant to
the Plan shall constitute incentive stock options within the meaning
of Section 422A of the Code. It is also intended that the Plan
satisfy the conditions of Rule 16b-3 of the Act.
3. Administration:
The Plan shall be administered by the Committee, which shall
consist of not less than three members of the Board of Directors of
the Corporation who shall be appointed by the Board. No person shall
serve on the Committee who is, or within the preceding year has been,
eligible to receive an Option or a Right under the Plan.
The members of the Committee shall serve at the pleasure of the
Board of Directors, which may fill vacancies, however caused, in the
Committee. The Committee shall select one of its members as its
chairman and shall hold its meetings at such times and places as it
shall deem
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<PAGE> 3
advisable. A majority of its members shall constitute a quorum, and
all actions of the Committee shall be taken by a majority of its
members. Any action of the Committee evidenced by a written
instrument, signed by a majority of its members, shall be fully as
effective as if it had been taken by a vote of a majority of its
members at a meeting duly called and held. The Committee shall
appoint a secretary, who may be but need not be a member of the
Committee; shall keep minutes of its meetings; and shall make such
rules and regulations for the conduct of its business as it shall deem
advisable.
Subject to the express provisions of the Plan, the Committee
shall have complete authority, in its discretion, to determine the Key
Employees of the Corporation and the Subsidiaries to whom, the time or
times when, and the price or prices at which, Options and Rights shall
be granted, the option periods, and the number of shares to be subject
to each Option and Right. The Committee shall also have complete
authority to interpret the Plan, to prescribe, amend, and rescind
rules and regulations relating to it, to determine the terms and
provisions of the respective Incentive Stock Option Agreements (which
need not be identical) and the respective Stock Appreciation Right
Agreements (which need not be identical), and to make all other
determinations necessary or advisable for the administration of the
Plan. The Committee's determinations on the matters referred to in
this section shall be conclusive and binding upon all persons
including, without limitation, the Corporation and its Subsidiaries,
the Committee and each of the members thereof, and the Directors,
officers, and employees of the Corporation and its Subsidiaries, the
optionees, and their respective successors in interest.
4. Eligibility:
Options and Rights may be granted only to Key Employees. No
Key Employee shall be eligible, except as provided in Section 13
hereof, to receive an Option if such employee would beneficially own,
directly or indirectly, immediately after the Option was granted,
capital stock of the Corporation possessing more than ten percent of
the total combined voting power of all classes of capital stock of the
Corporation. For the purposes of the preceding sentence, the rules of
Section 425(d) of the Code shall apply, and capital stock of the
Corporation which an employee may purchase under outstanding options
shall be treated as stock owned by such employee. In determining the
employees to whom Options and Rights will be granted and the number of
shares to be covered by each Option, the Committee shall take into
account the duties of the respective employees, their present and
potential contributions to the
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<PAGE> 4
success of the Corporation, the anticipated number of years of
effective service remaining, and such other factors as they shall deem
relevant in connection with accomplishing the purposes of the Plan.
Subject to the limits set forth in this Plan, a Key Employee who has
been granted an Option and Right may be granted additional Options and
Rights if the Committee shall so determine.
Notwithstanding the foregoing provisions of the Plan, no
employee may be granted an Option in any calendar year if the
aggregate fair market value (determined as of the time the Option is
granted) of the stock with respect to which incentive stock options
are exercisable for the first time by such employee during any
calendar year, under this and all other incentive stock option plans
(as defined in Section 422A of the Code) of the Corporation or its
Subsidiaries, would exceed $100,000. No member of the Committee shall
be eligible to receive an Option or a Right.
5. Stock Subject to Option:
An aggregate of 200,000 shares of Common Stock will be
authorized and reserved for issuance for purposes of the Plan. Such
shares may be in whole or in part, as the Board of Directors of the
Corporation shall from time to time determine, authorized but unissued
shares of Common Stock or issued shares of Common Stock which shall
have been reacquired by the Corporation. If any Option granted under
the Plan shall expire or terminate for any reason without having been
exercised in full, Options may be granted to other Key Employees with
respect to such unpurchased shares.
To the extent permitted in the case of "incentive stock
options" by Sections 421, 422A and 425 of the Code, the total amount
of shares on which Options may be granted under the Plan and option
rights (both as to the number of shares and the option price) shall be
appropriately adjusted for any increase or decrease in the number of
outstanding shares of Common Stock of the Corporation resulting from
payment of a stock dividend on the Common Stock, a subdivision or
combination of shares of the Common Stock, or a reclassification of
the Common Stock, and (in accordance with the provisions contained in
the next following paragraph) in the event of a merger or
consolidation.
After the merger of one or more corporations into the
Corporation or any Subsidiary of the Corporation, any merger of the
Corporation into another corporation, any consolidation of the
Corporation or any Subsidiary of the Corporation and one or more
corporations, or any other corporate reorganization of any form
involving the Corporation as a party thereto involving any exchange,
conversion, adjustment or other modification of the outstanding
shares of the
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<PAGE> 5
Corporation's Common Stock, each optionee shall, at no
additional cost, be entitled, upon any exercise of his Option, to
receive, in lieu of the number of shares as to which such Option shall
then be so exercised, the number and class of shares of stock or other
securities or such other property to which such optionee would have
been entitled pursuant to the terms of the agreement of merger or
consolidation, if at the time of such merger or consolidation, such
optionee had been a holder of record of a number of shares of Common
Stock of the Corporation equal to the number of shares as to which
such Option shall then be so exercised. Comparable rights shall
accrue to each optionee in the event of successive mergers or
consolidations of the character described above.
The foregoing adjustments and the manner of application of the
foregoing provisions shall be determined by the Committee in its sole
discretion. Any such adjustment may provide for the elimination of
any fractional share which might otherwise become subject to an
Option.
In the event of (i) the adoption of a plan of merger or
consolidation of the Corporation with any other corporation or
association as a result of which the holders of the voting capital
stock of the Corporation as a group would receive less than 50% of the
voting capital stock of the surviving or resulting corporation; (ii)
the approval by the Board of Directors of an agreement providing for
the sale or transfer (other than as security for obligations of the
Corporation) of substantially all the assets of the Corporation, or
(iii) the acquisition of more than 20% of the Corporation's voting
capital stock by any person within the meaning of Section 13(d)(3) of
the Securities Exchange Act of 1934, other than a person, or group
including a person, who beneficially owned, as of the effective date
hereof, more than 5% of the Corporation's securities in the absence of
a prior expression of approval of the Board of Directors of the
Corporation; any Option granted hereunder shall become immediately
exercisable in full, subject to any appropriate adjustments in the
number of shares subject to Option and the option price, and shall
remain exercisable for the remaining term of such Option, regardless
of whether such Option has been outstanding for six months or of any
provision contained in the Incentive Stock Option Agreement with
respect thereto limiting the exercisability of the Option or any
portion thereof for any length of time, subject to all of the terms
hereof and of the Incentive Stock Option Agreement with respect
thereto not inconsistent with this paragraph.
Anything contained herein to the contrary notwithstanding,
upon the dissolution or liquidation of the Corporation each Option
granted under the Plan shall
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<PAGE> 6
terminate; provided, however, that following the adoption of a plan of
dissolution or liquidation, and in any event prior to such dissolution
or liquidation (and as provided above regarding certain mergers and
consolidations), each Option granted hereunder shall be exercisable in
full, regardless of whether such Option has been outstanding for six
months or of any provision contained in the Incentive Stock Option
Agreement with respect thereto limiting the exercisability of the
Option or any portion thereof for any length of time, subject to all
of the terms hereof and of the Incentive Stock Option Agreement with
respect thereto not inconsistent with this paragraph.
The grant of an Option pursuant to this Plan shall not affect
in any way the right or power of the Corporation or any of its
Subsidiaries to make adjustments, reclassifications, reorganizations,
or changes of its capital or business structure, or to merge or
consolidate, or to dissolve, liquidate or sell, or transfer all or any
part of its business or assets.
In the event that the number of shares of Common Stock subject
to an Option or Options is adjusted pursuant to the terms of this
Section 5, then any Right or Rights related to such Option or Options
likewise shall be appropriately and equitably adjusted.
6. Granting of Options; Option Price:
Following the selection by the Committee of a Key Employee to
whom an Option shall be granted, the Corporation shall tender for a
signature an Incentive Stock Option Agreement. The date on which an
Option shall be granted shall be the date of the Committee's
authorization of such grant, or such later date as may be determined
by the Committee at the time such grant is authorized.
The purchase price of the Common Stock under each Option shall
be determined by the Committee, but shall be not less than 100 percent
of the fair market value of the stock at the time of the granting of
the Option, and in no event shall the purchase price with respect to
authorized but theretofore unissued shares of stock be less than the
par value of the stock.
For so long as the Common Stock is listed on a national
securities exchange or the NASDAQ National Market System, "fair market
value" shall mean, for purposes of this Plan, as of a given date, the
mean between the high and low sales prices for the stock on such date,
or, if no such shares were sold on such date, the most recent date on
which shares of such stock were sold, as reported in The Wall Street
Journal. If the Common Stock is not listed on a national
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<PAGE> 7
securities exchange or the NASDAQ National Market System, fair market
value shall mean the average of the closing bid and asked prices for
such stock in the over-the-counter market as reported by the National
Association of Securities Dealers Automated Quotation System. If the
Common Stock is not listed on a national securities exchange, the
NASDAQ National Market System or the over-the-counter market, fair
market value shall be the fair value thereof determined in good faith
by the Board of Directors of the Corporation.
7. Exercise of Option:
An Option may be exercised by written notice to the
Corporation at its offices at 2000 First Union Plaza, Charlotte, North
Carolina 28282, or such other address to which the office may be
relocated, which notice shall be signed by the employee or by the
employee's successors, as hereinafter described in Section 10, which
shall state the number of shares with respect to which the Option is
being exercised, and shall contain the representation that it is the
optionee's present intention to acquire the shares being purchased for
investment and not for resale. Payment in full of the option price of
said shares must be made at the time of the exercise of the Option,
and payment may be made in cash or shares of Common Stock of the
Corporation previously held by the optionee, or a combination of both.
Payment in shares may also be made with shares received upon the
exercise or partial exercise of an Option, whether or not involving a
series of exercises or partial exercises and whether or not share
certificates for such shares surrendered have been delivered to the
Optionee. Shares of Common Stock previously held by the optionee and
surrendered, in accordance with rules and regulations adopted by the
Committee, for the purpose of making full or partial payment of the
option price, shall be valued for such purpose at the "fair market
value" thereof ("fair market value" to be determined in the manner
hereinbefore provided in Section 6) on the date the Option is
exercised. As soon as practicable after said notice shall have been
received, the Corporation shall deliver to the optionee a stock
certificate registered in the optionee's name representing the Option
shares.
The optionee shall not have any rights of a shareholder of the
Corporation with respect to the shares covered by the Option except to
the extent that, and until, one or more certificates for shares shall
have been delivered to optionee upon the due exercise of the Option.
8. Option Period:
The Options and Rights granted hereunder shall be exercisable
in whole or in part or in installments from time
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<PAGE> 8
to time as may be specified by the Committee, except that no Option or
Right granted hereunder shall be exercisable within six months of, or
after the expiration of ten years from, the date the Option or Right
is granted.
9. Rights:
A Right may be granted with respect to any Option and may be
granted contemporaneously with the grant of an Option or at any time
after an Option is granted. Such Right may be exercised by
surrendering the related Option, or any portion thereof, to the
Corporation at its offices as set forth in Section 7 hereof, and to
the extent Options have been so surrendered, such Options shall no
longer be exercisable.
A Right may be exercised only when the related Option is
eligible to be exercised and also only when the fair market value, as
defined in Section 6 hereof, of the Common Stock exceeds the purchase
price of the Common Stock under the related Option.
A Right will expire no later than the expiration of the
related Option.
A Right entitles the optionee to surrender to the Corporation
the related unexercised Option, or any portion thereof, and to receive
from the Corporation in exchange therefor the economic value thereof,
which value shall be an amount equal to (i) the excess of the fair
market value, as defined in Section 6 hereof, of one share of Common
Stock on the date of exercise of the Right over the purchase price per
share of Common Stock specified in such Option, multiplied by (ii) the
number of shares of Common Stock subject to the Option, or portion
thereof, which is so surrendered.
Upon the exercise of a Right, the Committee shall have the
sole and exclusive discretion to determine the form in which payment
of the economic value of such Right shall be made, which form of
payment may be in cash, in shares of Common Stock or in any
combination thereof. No fractional shares of Common Stock shall be
issued upon the exercise of a Right.
Upon the exercise of a Right, the Option or portion thereof to
which such Right is related shall be forfeited, and such forfeiture
shall have the effect of an exercise of the Option for the purpose of
the limitation imposed on the number of shares of Common Stock
authorized and reserved for issuance under Section 5 hereof. Upon the
exercise or partial exercise of an Option, the related Right or Rights
shall be forfeited to the extent of such exercise.
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Notwithstanding anything to the contrary contained herein, if
an optionee is a person who is regularly required to report his
ownership and change of ownership of Common Stock to the Securities
and Exchange Commission and is subject to short-swing profit liability
under the provisions of Section 16(b) of the Act, then any election to
exercise such optionee's Rights, as well as any exercise of such
optionee's Rights, shall be made only in accordance with the terms of
this Plan and during the period beginning on the third business day
and ending on the twelfth business day following the release for
publication by the Corporation of quarterly or annual summary
statements of sales and earnings. This condition shall be deemed to
be satisfied if the specified financial data appears (i) on a wire
service, (ii) in a financial news service, (iii) in a newspaper of
general circulation, or (iv) is otherwise made publicly available, and
shall remain in effect so long as it does not violate any applicable
law or any rule or regulation adopted by appropriate governmental
authority.
Notwithstanding further anything to the contrary contained
herein, Rights shall always be granted and exercised in such a manner
as to satisfy the conditions of Rule 16b-3 of the Act.
10. Termination of Employment:
(a) If the employment of any person to whom an Option has
been granted is terminated for any reason other than death,
disability, retirement with the consent of the Corporation, or
termination without cause, his Option or Options and the related Right
or Rights shall terminate immediately. If an optionee retires with
the consent of the Corporation or if an optionee is terminated without
cause by the Corporation, or any of its Subsidiaries, he may exercise
his Option or Right to the extent that he was entitled to exercise it
as of the date of said retirement or termination but only within three
months after said retirement and in no event after the expiration of
ten years from the date such Option and Right were granted. A
temporary leave of absence approved by the Corporation or any of its
Subsidiaries shall not be deemed to be a termination of employment,
unless, under any applicable provisions of the Code or regulations
promulgated thereunder, as then in effect, the affected optionee would
be accorded different tax treatment than if such optionee were an
active employee of the Corporation.
(b) If any person to whom an Option or an Option and
related Right has been granted shall die or become Disabled while he
is an employee of the Corporation or any of its Subsidiaries, or shall
die within three months after retirement with the consent of the
Corporation, such Option or Right may be exercised (to the extent he
would have been
9
<PAGE> 10
entitled to do so on the date of his death or disability) by the
optionee or a legatee or legatees of the optionee under his last will,
or by his personal representatives or distributees, at any time within
one year after the termination of his employment, but in no event
after the expiration of ten years after the date such Option and Right
were granted. Disability shall be determined by the Committee only
upon certification thereof by a qualified physician selected by the
Committee after examination of the optionee by such physician.
11. The Right of the Corporation to Terminate Employment:
Nothing contained in the Plan or in any Option or Right
granted pursuant to the Plan shall confer upon any optionee any right
to be continued in the employment of the Corporation or one of its
Subsidiaries, or shall interfere in any way with the right of the
Corporation or any of its Subsidiaries as the case may be, to
terminate his employment at any time for any reason.
12. Non-Transferability of Options and Rights:
No Option or Right granted under the Plan shall be
transferable by the optionee other than by will, or, if he dies
intestate, by the laws of descent and distribution of the state of his
domicile at the time of his death, and such Option or Right shall be
exercisable during his lifetime only by such optionee.
13. Ten Percent Shareholders:
Notwithstanding the provisions of Section 4 regarding the
ineligibility of certain ten percent owners of the Corporation's
capital stock, any such employee may be granted an Option hereunder
which (a) provides for an option price of at least 110 percent of the
fair market value of the stock at the time of the granting of the
Option, (b) is not exercisable before the expiration of six months or
after the expiration of five years from the date such Option is
granted, and (c) is subject to all of the other terms and conditions
of the Plan, including without limitation, the restrictions of Section
4 regarding Options to purchase shares having a fair market value in
excess of $100,000.
14. Amendment and Termination:
The Plan may be amended, modified, discontinued or terminated
by the Board of Directors without stockholder approval as deemed in
the best interests of the Corporation; provided, that no such
amendment or modification shall (i) materially increase the benefits
accruing to eligible employees, (ii) materially increase the number of
shares
10
<PAGE> 11
which may be issued, (iii) materially modify the requirements as to
eligibility for participation, or (iv) without the consent of the
holder, reduce the amount of any benefit or adversely change the terms
and conditions thereof.
15. Effective Date of the Plan:
The effective date of the Plan shall be November 17, 1988,
subject to approval of the Plan by the shareholders of the
Corporation. Notwithstanding any other provision hereof, no Option or
Right granted hereunder may be exercised prior to the approval of the
Plan by the shareholders of the Corporation and, in the event the
shareholders do not approve the Plan within one year from the
effective date of the Plan, all Options and Rights granted hereunder
shall be void. No Options or Rights may be granted under this Plan
after the expiration of ten years from and including the effective
date.
11
<PAGE> 1
EXHIBIT 11
RUDDICK CORPORATION
STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
OCTOBER 2, OCTOBER 3,
1994 1993
--------------- ---------------
<S> <C> <C>
NET INCOME PER SHARE WAS COMPUTED AS FOLLOWS:
PRIMARY:
1. Net Income $ 31,810,847 $ 33,872,809
============= ============
2. Weighted Average Common Shares
Outstanding 23,162,949 23,084,968
3. Incremental Shares Relating to $.56
Convertible Preference Shares 195,651 400,301
4. Incremental Shares Under Stock Options
Computed Under the Treasury Stock
Method Using the Average Market Price
of Issuer's Stock During the Periods 237,961 324,630
------------- ------------
5. Weighted Average Common Shares and
Common Equivalent Shares Outstanding 23,596,561 23,809,899
============= ============
6. Net Income Per Share
(Item 1 Divided by Item 5) $ 1.35 $ 1.42
============= ============
FULLY DILUTED:
1. Unadjusted Net Income $ 31,810,847 $ 33,872,809
============= ============
2. Weighted Average Common Shares
Outstanding 23,162,949 23,084,968
3. Incremental Shares Relating to $.56
Convertible Preference Shares 195,651 400,301
4. Incremental Shares Under Stock Options
Computed Under the Treasury Stock
Method Using the Higher of the
Average or Ending Market Price of
Issuer's Stock at the End of the
Periods 241,505 342,067
------------- ------------
5. Weighted Average Common Shares and
Common Equivalent Shares Outstanding 23,600,105 23,827,336
============= ============
6. Net Income Per Share
(Item 1 Divided by Item 5) $ 1.35 $ 1.42
============= ============
</TABLE>
<PAGE> 1
EXHIBIT 13
Financial Contents
Ruddick Corporation and Subsidiaries
Eleven-year Financial and Operating Summary . . . . . . . . . . . . . 14
Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . . . . . . . . . 16
Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . 20
Statements of Consolidated
Income and Retained Earnings . . . . . . . . . . . . . . . . . . . . 21
Statements of Consolidated Cash Flows . . . . . . . . . . . . . . . . 22
Notes to Consolidated Financial Statements . . . . . . . . . . . . . 23
Report of Independent Public Accountants . . . . . . . . . . . . . . 31
<PAGE> 2
Eleven-year Financial and Operating Summary
Ruddick Corporation and Subsidiaries
<TABLE>
<CAPTION>
===========================================================================================================================
(Dollars in thousands, except per share data) 1994 1993(1) 1992 1991
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
NET SALES
American & Efird $ 277,016 $ 264,814 $ 243,324 $ 208,649
Harris Teeter 1,578,880 1,412,315 1,270,430 1,213,127
Jordan Graphics 52,541 55,401 55,401 56,077
- ---------------------------------------------------------------------------------------------------------------------------
Total Net Sales $ 1,908,437 $ 1,732,530 $ 1,569,155 $ 1,477,853
- ---------------------------------------------------------------------------------------------------------------------------
OPERATING PROFIT
American & Efird $ 26,916 $ 30,551 $ 28,510 $ 22,589
Harris Teeter 37,032 29,845 31,067 34,329
Jordan Graphics (1,432) 2,006 3,635 3,660
Ruddick Investment 1,495 725 703 457
- ---------------------------------------------------------------------------------------------------------------------------
Total Operating Profit $ 64,011 $ 63,127 $ 63,915 $ 61,035
- ---------------------------------------------------------------------------------------------------------------------------
Net Income $ 31,811 $ 33,873 $ 30,789 $ 26,786
Net Income Per Share $ 1.35 $ 1.42 $ 1.30 $ 1.17
- ---------------------------------------------------------------------------------------------------------------------------
COMMON DIVIDEND
Regular $ .28 $ .26 $ .24 $ .22
Extra .15 .17 .15 .15
- ---------------------------------------------------------------------------------------------------------------------------
Total Common Dividend $ .43 $ .43 $ .39 $ .37
- ---------------------------------------------------------------------------------------------------------------------------
Shareholders' Equity $ 291,209 $ 274,740 $ 255,403 $ 233,566
Percent Return on Beginning Equity 11.6% 13.3% 13.2% 14.5%
Book Value Per Share $ 12.57 $ 11.74 $ 10.88 $ 9.95
- ---------------------------------------------------------------------------------------------------------------------------
CAPITAL EXPENDITURES
American & Efird $ 20,416 $ 19,433 $ 16,399 $ 11,417
Harris Teeter 38,802 33,683 25,910 30,903
Jordan Graphics 1,400 2,609 2,220 853
Ruddick Investment 7,547 - - 55
Corporate 35 27 4,039 5
- ---------------------------------------------------------------------------------------------------------------------------
Total Capital Expenditures $ 68,200 $ 55,752 $ 48,568 $ 43,233
- ---------------------------------------------------------------------------------------------------------------------------
Working Capital $ 86,243 $ 95,296 $ 98,362 $ 79,640
Total Assets $ 640,792 $ 586,815 $ 542,084 $ 498,458
Long-term Debt -
Including Current Portion $ 109,567 $ 104,173 $ 97,280 $ 83,850
Long-term Debt as a Percent
of Capital Employed 27.3% 27.5% 27.6% 26.4%
Number of Employees 19,000 17,500 14,100 13,500
Number of Beneficial Shareholders
Including Employee/Owners 14,100 14,600 12,900 11,400
Common Shares Outstanding 23,176,107 23,018,073 23,062,399 23,001,354
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) 53-week year.
<PAGE> 3
<TABLE>
<CAPTION>
=================================================================================================================================
1990 1989 1988(1) 1987
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
NET SALES
American & Efird $ 199,115 $ 190,004 $ 181,733 $146,215
Harris Teeter 1,164,445 1,053,467 894,035 798,843
Jordan Graphics 58,521 57,201 51,450 48,398
- ----------------------------------------------------------------------------------------------------------------------------------
Total Net Sales $ 1,422,081 $ 1,300,672 $ 1,127,218 $993,456
- ----------------------------------------------------------------------------------------------------------------------------------
OPERATING PROFIT
American & Efird $ 18,403 $ 17,732 $ 17,645 $ 14,193
Harris Teeter 32,212 27,444 21,102 16,625
Jordan Graphics 4,815 4,811 4,690 5,039
Ruddick Investment 663 820 739 1,112
- ----------------------------------------------------------------------------------------------------------------------------------
Total Operating Profit $ 56,093 $ 50,807 $ 44,176 $ 36,969
- ----------------------------------------------------------------------------------------------------------------------------------
Net Income $ 24,031 $ 20,190 $ 18,379 $ 14,365
Net Income Per Share $ 1.09 $ .94 $ .87 $ .70
- ---------------------------------------------------------------------------------------------------------------------------------
COMMON DIVIDEND
Regular $ .20 $ .18 $ .16 $ .16
Extra .15 .13 .13 .07
- ---------------------------------------------------------------------------------------------------------------------------------
Total Common Dividend $ .35 $ .31 $ .29 $ .23
- ---------------------------------------------------------------------------------------------------------------------------------
Shareholders' Equity $ 184,371 $ 158,921 $ 144,727 $131,511
Percent Return on Beginning Equity 15.1% 14.0% 14.0% 12.1%
Book Value Per Share $ 9.07 $ 8.15 $ 7.43 $ 6.75
- ---------------------------------------------------------------------------------------------------------------------------------
CAPITAL EXPENDITURES
American & Efird $ 15,923 $ 14,742 $ 17,219 $ 6,930
Harris Teeter 27,376 31,611 31,168 20,281
Jordan Graphics 2,436 2,346 1,649 4,330
Ruddick Investment 2,253 632 -- --
Corporate 70 2,343 81 1,619
- ---------------------------------------------------------------------------------------------------------------------------------
Total Capital Expenditures $ 48,058 $ 51,674 $ 50,117 $ 33,160
- ---------------------------------------------------------------------------------------------------------------------------------
Working Capital $ 74,688 $ 60,724 $ 52,415 $ 57,704
Total Assets $ 468,295 $ 439,104 $ 419,465 $321,463
Long-term Debt -
Including Current Portion $ 115,266 $ 115,757 $ 109,332 $ 67,832
Long-term Debt as a Percent
of Capital Employed 38.5% 42.1% 43.0% 34.0%
Number of Employees 13,185 13,100 12,300 10,800
Number of Beneficial Shareholders
Including Employee/Owners 11,100 11,000 10,500 9,700
Common Shares Outstanding 19,660,650 18,775,986 18,695,830 18,671,886
- ---------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
1986 1985 1984
- -------------------------------------------------------------------------------------------------------------------------
NET SALES
<S> <C> <C> <C>
American & Efird $ 108,268 $ 99,492 $ 106,432
Harris Teeter 731,639 741,727 587,080
Jordan Graphics 43,734 40,622 36,548
- -------------------------------------------------------------------------------------------------------------------------
Total Net Sales $ 883,641 $ 881,841 $ 730,060
- -------------------------------------------------------------------------------------------------------------------------
OPERATING PROFIT
American & Efird $ 11,122 $ 9,049 $ 9,998
Harris Teeter 9,001 12,959 12,010
Jordan Graphics 5,612 4,739 3,581
Ruddick Investment 2,834 1,363 2,610
- -------------------------------------------------------------------------------------------------------------------------
Total Operating Profit $ 28,569 $ 28,110 $ 28,199
- -------------------------------------------------------------------------------------------------------------------------
Net Income $ 13,425 $ 12,559 $ 13,221
Net Income Per Share $ .70 $ .65 $ .75
- -------------------------------------------------------------------------------------------------------------------------
COMMON DIVIDEND
Regular $ .15 $ .14 $ .14
Extra .06 .05 .08
- -------------------------------------------------------------------------------------------------------------------------
Total Common Dividend $ .21 $ .19 $ .22
- -------------------------------------------------------------------------------------------------------------------------
Shareholders' Equity $ 118,736 $ 110,042 $ 101,515
Percent Return on Beginning Equity 12.2% 12.4% 16.8%
Book Value Per Share $ 6.16 $ 5.71 $ 5.12
- ---------------------------------------------------------------------------------------------------------------------------
CAPITAL EXPENDITURES
American & Efird $ 4,324 $ 4,208 $ 6,224
Harris Teeter 17,972 17,376 14,941
Jordan Graphics 2,223 4,405 1,289
Ruddick Investment - - -
Corporate 62 1,670 42
- ---------------------------------------------------------------------------------------------------------------------------
Total Capital Expenditures $ 24,581 $ 27,659 $ 22,496
- ---------------------------------------------------------------------------------------------------------------------------
Working Capital $ 42,021 $ 36,902 $ 32,237
Total Assets $ 263,779 $ 237,730 $ 227,314
Long-term Debt -
Including Current Portion $ 52,935 $ 46,712 $ 42,592
Long-term Debt as a Percent
of Capital Employed 30.8% 29.8% 29.6%
Number of Employees 9,390 9,210 9,365
Number of Beneficial Shareholders
Including Employee/Owners 8,900 8,800 8,900
Common Shares Outstanding 18,379,204 17,788,692 18,042,228
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) 53-week year.
<PAGE> 4
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Ruddick Corporation and Subsidiaries
RESULTS OF OPERATIONS -
FISCAL 1994 COMPARED TO FISCAL 1993
For fiscal year 1994, a 52-week year, consolidated net sales of $1.91 billion
increased 10% from $1.73 billion generated in the prior 53-week year.
Consolidated 1994 net income of $31.8 million was up 6% from the $30.0 million
before adjustment for the cumulative effect of a change in accounting principle
reported last year. Net income in fiscal 1993 was $33.9 million including the
effect of adopting Statement of Financial Accounting Standards No. 109
"Accounting for Income Taxes." On a per share basis, earnings were $1.35 for
fiscal 1994, an increase of 7% when compared to $1.26 in fiscal 1993 before the
cumulative effect of change in accounting principle, which change increased
prior year earnings per share by $.16 to $1.42. Fiscal 1994 consolidated
operating profit increased just over 1% compared to 1993 as profitability gains
at Harris Teeter were nearly offset by lower operating results at American &
Efird and Jordan Graphics.
American & Efird, Inc.
Sales at American & Efird increased 5% over fiscal 1993, led by industrial
thread, which benefited from improved business conditions during the year.
Sales increases were recorded in both domestic and international markets.
Thread and notion sales increased 6% and represented 98% of all sales by A&E.
This increase resulted from additional business from existing customers,
improved product, greater domestic market share and growth in foreign markets.
Sales yarn, representing only 2% of A&E's sales, declined 29% for the year.
Operating profits declined in U.S. and foreign markets, due largely to
significantly lower sales margins resulting from very competitive market
conditions. However, in the last two quarters of the fiscal year, operating
profit strengthened on improved sales volume as well as capacity and efficiency
gains which resulted from the costs incurred in the first two quarters for
equipment relocations domestically, Canadian consolidation of operations and
foreign operations startups.
Harris Teeter, Inc.
Harris Teeter sales for the 52-week fiscal year 1994 increased 12% over the
53-week fiscal year 1993. After excluding the fifty-third week last year,
sales of stores in operation in both periods were ahead 7.5%. Sales increases
were attributable to strong feature-oriented merchandising in place throughout
the year, from additional operating hours, and from six new stores opened
during the year. Five older stores were closed during the year, two of which
were closed under the marketing strategy for which a restructuring reserve was
established in fiscal 1993. The resulting charges in 1994 were $82 thousand.
While management expects reserve charges in future years to be more
significant, it is not expected that such charges will be material in any
single year. At fiscal year end, 139 stores were in operation compared to 138
a year ago. Total square footage increased just over 2% in fiscal 1994. Grocery
sales were up 11%, which accounted for 47% of the sales increase. Dairy, meat,
produce and frozen products had sales increases ranging from 9% to 15%,
accounting for 39% of the sales increase. Operating profit showed improvement
as increased gross profit, derived mainly from improved sales volume, customer
count and product mix, more than offset an increase of 17% in operating
expenses. Operating expenses as a percentage of sales were up less than 1%.
<PAGE> 5
Jordan Graphics, Inc.
Jordan Graphics sales of $52.5 million in fiscal 1994 were 5% lower than in
fiscal 1993. Sales were lower in all product lines except for label and laser.
In fiscal 1994 a $1.4 million loss was reported. This loss resulted in part
from lower sales margins affected by underutilized manufacturing capacity and
significant paper price increases, both of which are industry-wide
difficulties. In addition, a redesign of the management information system and
a redirection of some specific product lines contributed to a significant
increase in costs during the year as obsolete hardware, software and
manufacturing equipment were displaced.
Ruddick Investment Company
In fiscal 1994, Ruddick Investment reported operating profit of $1.5 million,
or nearly double that of 1993. There were no significant sales of investment
assets during the year and the increased earnings came largely from increased
rents from the Morrocroft Village shopping center. Timing of sales
opportunities for investment assets held in Ruddick Investment's portfolio is
difficult to predict. Accordingly, reported profit on an annual basis in this
company can vary greatly from year to year.
RESULTS OF OPERATIONS -
FISCAL 1993 COMPARED TO FISCAL 1992
For fiscal year 1993, a 53-week year, consolidated net sales of $1.73 billion
increased 10% from the $1.57 billion generated in the prior 52-week year.
Consolidated 1993 net income, including the effects of a restructuring charge
and the adoption of Statement of Financial Accounting Standards No. 109
"Accounting for Income Taxes" (SFAS 109), was $33.9 million ($1.42 per share),
an increase of 10% over the $30.8 million ($1.30 per share) in the prior year.
A one-time before-tax charge of $5.3 million was taken in the fourth quarter to
cover the costs involved in a marketing strategy of replacing, over the next
three to five years, a number of smaller, less competitive retail grocery
stores. Additionally, net income was increased by a $3.9 million ($.16 per
share) cumulative adjustment to income taxes as a result of the first quarter
adoption of SFAS 109. Further, net income was adversely affected by the
retroactive increase in the federal tax rate. Earnings adjusted to exclude the
after-tax effects of the restructuring charge and the accounting standards
change were $33.4 million. Operating profit at American & Efird increased by
approximately $2.0 million but was more than offset by declines at Harris
Teeter and Jordan Graphics of $1.2 million and $1.6 million, respectively.
American & Efird, Inc.
American & Efird sales in fiscal 1993 increased 9% over fiscal 1992. Sales
increases were recorded in both domestic and international markets. Industrial
thread sales increased 13% over fiscal 1992 and represented 93% of all sales by
A&E. This increase resulted from additional business from existing customers,
new products, and greater market share. In addition, improvements in the
quality of U.S. industrial thread contributed to the increase in sales. Sales
of consumer thread were up 26% for the year while yarn sales declined 52%, a
result of converting some manufacturing capacity from yarn to thread. Strong
sales demand allowed A&E
<PAGE> 6
Management's Discussion and Analysis of
Financial Condition and Results of Operations (continued)
Ruddick Corporation and Subsidiaries
to consistently operate on a five day or more manufacturing schedule. This
generated favorable results with operating profit being up 7% over last year.
However, gross margins came under increasing pressure from price competition in
some customer accounts as the year progressed. International subsidiaries
achieved sales and profit increases in most markets for the year as well.
Harris Teeter, Inc.
At the end of fiscal 1992, Harris Teeter was operating 135 stores. During
fiscal 1993, two new stores were opened, one store was replaced with a modern
facility, five stores were purchased in or near Columbia, South Carolina, and
four older, smaller stores were closed, leaving 138 in operation at the end of
fiscal 1993.
Harris Teeter sales increased 11% in fiscal 1993, a 53-week year.
Grocery sales were up 10%, which accounted for 49% of the sales increase.
Dairy, meat, produce and frozen products had sales increases ranging from 10%
to 17%, accounting for 41% of the sales increase. Sales increases of 7.6% were
recorded in stores in operation during both fiscal years. During fiscal 1993,
Harris Teeter employed strong, feature-oriented merchandising that contributed
to the increase in sales and gross profit.
The gross profit in fiscal 1993 reflected increases in all departments of
retail operations as well as in the dairy operations. Total operating
expenses increased 14% during fiscal 1993. Approximately 40% of this
increase was due largely to increases in store labor although, as a percentage
of sales, store labor costs were unchanged.
In the fourth quarter of fiscal 1993, operating profit was reduced by a one-time
before-tax charge of $5.3 million for the costs associated with a marketing
strategy of replacing, over the next few years, an anticipated 12 smaller, less
competitive stores with larger stores offering increased variety and drawing
from a larger marketing area. The plan established target dates for the
completion of construction of replacement stores and the abandonment of the
existing store(s) in each case. The restructuring reserve includes the direct
costs of (1) the write-off of the projected book value, net of anticipated
salvage, of store equipment and leasehold improvements to be abandoned and (2)
the commitments for continuing lease payments at the abandoned store site, net
of historical sublease patterns. Management anticipates that, on average, half
of the operating loss associated with each store closing will be incurred in
the year of the closing and the balance, within four years thereafter. Such
store closings are planned to occur during fiscal years ending 1994 through
1996. Management expects that the effect on operating results of any fiscal
year will not be material. Further, management believes that the restructuring
will have no material effect on liquidity and that the Company's capital
resources will be adequate to complete such restructuring.
Jordan Graphics, Inc.
Jordan Graphics recorded equal sales in fiscal 1993 and fiscal 1992. Sales were
lower in stock forms, custom forms and envelopes, but these declines were
offset by increases in sales of labels, commercial printing and laser-printed
materials. Operating profit was substantially lower, a result of flat sales
volume and an increase in production costs and raw material prices not passed
on to the customer. Margins remained under pressure due to the continuing
overcapacity in the industry.
<PAGE> 7
Ruddick Investment Company
In fiscal 1993, Ruddick Investment reported an operating profit increase of 3%
over fiscal 1992, largely the result of increased rental income. During the
year, a long-term gain was realized due to the sale of a foreign investment
asset. Subsequently, a reserve was recorded to provide protection from the
potential exposure to future investment losses. This reserve was deemed prudent
as a result of the strategy toward investing in larger and fewer investments.
CAPITAL RESOURCES AND LIQUIDITY
Ruddick has an overall financial goal of earning at least a 15% return on
beginning shareholders' equity. At the same time, Ruddick seeks to limit
long-term debt so as to constitute no more than 40% of capital employed, which
includes long-term debt and shareholders' equity. As of the end of fiscal 1994,
this percentage was 27.3%, a slight decrease from last year's 27.5%.
The Company's principal source of liquidity has been revenue from operations.
The Company also has the ability to borrow up to an aggregate of $60 million
under established revolving lines of credit with three banks. The maximum amount
outstanding under these credit facilities during fiscal 1994 was $45.6 million,
and $37.8 million was outstanding at year end. The majority of additional
borrowings under Ruddick's revolving credit facilities were used for capital
expenditures. Borrowings and repayments under these revolving credit facilities
are of the same nature as short-term credit lines; however, due to the nature
and terms of the agreements allowing up to seven years for repayment, all
borrowings under these facilities are classified as long-term debt. The Company
also has the ability to borrow up to $10 million under a short-term credit line
with one bank, and there was no amount outstanding at year end.
Working capital as of the fiscal years ended 1994, 1993, and 1992 was $86.2
million, $95.3 million, and $98.4 million, respectively. Most of the decrease
in fiscal 1994 from fiscal 1993 was the result of increased accounts payable as
of year end. The current ratio was 1.5 at October 2, 1994, compared to 1.6 at
October 3, 1993.
Covenants in certain of the Company's long-term debt agreements limit
the total indebtedness that the Company may incur. Management believes that the
limit on indebtedness does not significantly restrict the Company's liquidity
and that such liquidity is adequate to meet foreseeable requirements.
In fiscal 1994, capital expenditures were $68.2 million. While an increase in
capital expenditures is expected in fiscal 1995, management expects that
internally generated funds, supplemented by available borrowing capacity, will
be adequate to finance such expenditures.
<PAGE> 8
Consolidated Balance Sheets
Ruddick Corporation and Subsidiaries
October 2, 1994 and October 3, 1993
<TABLE>
<CAPTION>
===================================================================================================================
(Dollars in thousands) 1994 1993
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents $ 14,531 $ 12,392
Accounts Receivable, Less Allowance for Doubtful
Accounts: 1994, $2,031; 1993, $1,979 62,302 58,757
Inventories 180,784 171,142
Other Current Assets 19,030 15,327
- -------------------------------------------------------------------------------------------------------------------
Total Current Assets 276,647 257,618
- -------------------------------------------------------------------------------------------------------------------
PROPERTY
Land and Buildings 97,438 93,200
Machinery and Equipment 372,795 339,611
Leasehold Improvements 73,850 58,439
Assets Under Capital Leases 2,548 2,548
- -------------------------------------------------------------------------------------------------------------------
Total, at Cost 546,631 493,798
Accumulated Depreciation and Amortization 246,971 220,115
- -------------------------------------------------------------------------------------------------------------------
Property, Net 299,660 273,683
- -------------------------------------------------------------------------------------------------------------------
INVESTMENTS AND OTHER ASSETS
Investments 25,130 22,549
Other Assets 39,355 32,965
- -------------------------------------------------------------------------------------------------------------------
Total Assets $640,792 $ 586,815
===================================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Notes Payable $ 5,596 $ 2,918
Current Portion of Long-term Debt 5,415 5,989
Dividends Payable 5,131 -
Accounts Payable 120,636 104,518
Federal and State Income Taxes 3,162 3,740
Accrued Compensation 25,831 25,289
Other Accrued Liabilities 24,633 19,868
- -------------------------------------------------------------------------------------------------------------------
Total Current Liabilities 190,404 162,322
- -------------------------------------------------------------------------------------------------------------------
NON-CURRENT LIABILITIES
Long-term Debt 104,152 98,184
Deferred Income Taxes 35,459 32,605
Other Liabilities 19,568 18,386
- -------------------------------------------------------------------------------------------------------------------
MINORITY INTEREST -- 578
COMMITMENTS AND CONTINGENCIES
- -------------------------------------------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY
$.56 Convertible Preference Stock -- 486
Common Stock - Shares Outstanding:
1994 - 23,176,107; 1993 - 23,018,073 57,620 62,523
Retained Earnings 235,543 213,713
Cumulative Translation Adjustments (1,954) (1,982)
- -------------------------------------------------------------------------------------------------------------------
Shareholders' Equity 291,209 274,740
- -------------------------------------------------------------------------------------------------------------------
Total Liabilities and Shareholders' Equity $640,792 $586,815
===================================================================================================================
</TABLE>
The accompanying notes to consolidated financial statements are an integral
part of these balance sheets.
<PAGE> 9
Statements of Consolidated Income and Retained Earnings
Ruddick Corporation and Subsidiaries
For the Fiscal Years Ended October 2, 1994, October 3, 1993, and September
27, 1992
<TABLE>
<CAPTION>
=============================================================================================================================
(Dollars in thousands, except per share data) 1994 1993(1) 1992
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net Sales $1,908,437 $1,732,530 $1,569,155
- -----------------------------------------------------------------------------------------------------------------------------
Cost of Sales 1,436,070 1,308,601 1,194,160
Selling, General and Administrative Expenses 408,356 360,802 311,080
- -----------------------------------------------------------------------------------------------------------------------------
Operating Profit 64,011 63,127 63,915
- -----------------------------------------------------------------------------------------------------------------------------
Net Interest Expense 8,329 8,312 9,130
Other Administrative Expense 5,666 5,331 4,341
Minority Interest (52) 20 283
- -----------------------------------------------------------------------------------------------------------------------------
Income Before Taxes and Cumulative Effect of Accounting Change 50,068 49,464 50,161
Taxes 18,257 19,460 19,372
- -----------------------------------------------------------------------------------------------------------------------------
Income Before Cumulative Effect of Accounting Change 31,811 30,004 30,789
Cumulative Effect of Accounting Change - 3,869 -
- -----------------------------------------------------------------------------------------------------------------------------
Net Income 31,811 33,873 30,789
Retained Earnings at Beginning of Fiscal Year 213,713 189,807 168,068
- -----------------------------------------------------------------------------------------------------------------------------
Total 245,524 223,680 198,857
- -----------------------------------------------------------------------------------------------------------------------------
Dividends:
Preference - 1994: $.38 a share;
1993 and 1992: $.56 a share 27 56 61
Common - 1994: $.43 a share; 1993: $.43 a share;
1992: $.39 a share 9,954 9,911 8,989
- -----------------------------------------------------------------------------------------------------------------------------
Total Dividends 9,981 9,967 9,050
- -----------------------------------------------------------------------------------------------------------------------------
Retained Earnings at End of Fiscal Year $ 235,543 $ 213,713 $ 189,807
=============================================================================================================================
Net Income Per Share:
Income Before Cumulative Effect of Accounting Change $ 1.35 $ 1.26 $ 1.30
Cumulative Effect of Accounting Change - .16 -
- -----------------------------------------------------------------------------------------------------------------------------
Net Income Per Share $ 1.35 $ 1.42 $ 1.30
=============================================================================================================================
</TABLE>
(1) 53-week year.
The accompanying notes to consolidated financial statements are an integral
part of these statements.
<PAGE> 10
Statements of Consolidated Cash Flows
Ruddick Corporation and Subsidiaries
For the Fiscal Years Ended October 2, 1994, October 3, 1993, and September
27, 1992
<TABLE>
<CAPTION>
=============================================================================================================================
(Dollars in thousands) 1994 1993(1) 1992
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net Income $ 31,811 $ 33,873 $ 30,789
Non-cash Items Included in Net Income
Depreciation 39,954 36,965 34,278
Deferred Taxes 2,174 (8,231) 641
Restructuring Charge (82) 5,264 -
Other, Net 3,662 1,569 1,074
Decrease (Increase) in Accounts Receivable (3,545) (2,703) (4,209)
Decrease (Increase) in Inventories (9,642) (19,824) (11,504)
Decrease (Increase) in Other Current Assets (3,703) (822) (1,342)
Increase (Decrease) in Current Liabilities 29,428 20,690 8,931
- -----------------------------------------------------------------------------------------------------------------------------
Net Cash Provided by Operating Activities 90,057 66,781 58,658
- -----------------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Capital Expenditures (68,200) (55,752) (48,568)
Cash Proceeds from Sale of Property 1,292 2,547 1,519
COLI, Net (8,265) (11,636) 1,270
Other, Net (2,699) (4,908) (7,789)
- -----------------------------------------------------------------------------------------------------------------------------
Net Cash Used in Investing Activities (77,872) (69,749) (53,568)
- -----------------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Proceeds from Long-term Borrowings 11,400 18,000 60,400
Payments of Principal on Long-term Debt (5,624) (10,100) (47,793)
Dividends Paid (9,981) (9,967) (9,050)
Other, Net (5,841) (3,000) 1,026
- -----------------------------------------------------------------------------------------------------------------------------
Net Cash Provided by (Used in) Financing Activities (10,046) (5,067) 4,583
- -----------------------------------------------------------------------------------------------------------------------------
Increase (Decrease) in Cash and Cash Equivalents 2,139 (8,035) 9,673
Cash and Cash Equivalents at Beginning of Year 12,392 20,427 10,754
- -----------------------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents at End of Year $ 14,531 $ 12,392 $ 20,427
=============================================================================================================================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash Paid During the Year for:
Interest $ 8,455 $ 8,901 $ 9,786
Income Taxes $ 16,295 $ 22,028 $ 20,906
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) 53-week year.
The accompanying notes to consolidated financial statements are an integral
part of these statements.
<PAGE> 11
Notes to Consolidated Financial Statements
Ruddick Corporation and Subsidiaries
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include the accounts of
Ruddick Corporation and its wholly owned subsidiaries, American & Efird, Inc.,
Harris Teeter, Inc., Jordan Graphics, Inc. and Ruddick Investment Company,
collectively referred to herein as the Company. All material intercompany
amounts have been eliminated.
CASH EQUIVALENTS
For purposes of the statements of consolidated cash flows, the Company
considers all highly liquid cash investments purchased with a maturity of three
months or less to be cash equivalents.
INVENTORIES
Inventories are valued at the lower of cost or market with the cost of
substantially all inventories being determined using the last-in, first-out
(LIFO) method. The LIFO cost of such inventories was $20,113,000 ($18,909,000)
less than the first-in, first-out (FIFO) cost method at October 2, 1994
(October 3, 1993).
PROPERTY AND DEPRECIATION
Property is at cost and is depreciated, using principally the straight-line
method, over the following useful lives:
- ----------------------------------------------------------------------------
Land improvements 10-25 years
Buildings 10-50 years
Machinery and equipment 3-20 years
- ----------------------------------------------------------------------------
Leasehold improvements are depreciated over the lesser of the estimated useful
life or the remaining term of the lease. Assets under capital leases are
amortized on a straight-line basis over the lesser of 10 years or the lease
term. Maintenance and repairs are charged against income when incurred.
Expenditures for major renewals, replacements and betterments are added to
property. The cost and the related accumulated depreciation of assets
retired are eliminated from the accounts; gains or losses on disposal are
added to or deducted from income.
INVESTMENTS
Ruddick Investment Company makes loans to and equity investments in a number of
emerging growth companies, as well as selected publicly traded companies.
Additionally it holds a financial position in certain shopping centers in which
Harris Teeter, Inc. is an anchor tenant. Financial investments are carried at
the lower of cost or market. In management's opinion, the net aggregate
carrying value of financial instruments of $7,152,000 and $6,127,000 held for
investment approximated their aggregate fair values at October 2, 1994 and
October 3, 1993, respectively.
OTHER ASSETS
Other assets include cash surrender value of Company owned life insurance
(COLI), investment in unconsolidated foreign subsidiaries and various
acquisition costs. The cash surrender value of life insurance is recorded net
of policy loans. The net life insurance expense, including interest expense of
$5,761,000 in 1994, none in 1993 and 1992, is included in other administrative
expense in the statements of consolidated income and retained earnings.
Acquisition costs allocated to other assets, including favorable lease rights,
are being amortized over 10 years.
INCOME TAXES
Ruddick and its subsidiaries file a consolidated federal income tax return.
Tax credits are recorded as a reduction of federal income taxes in the years in
which they are utilized. The Company adopted Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" (SFAS 109) in fiscal 1993. The
change has been reflected in the accompanying financial statements as the
cumulative effect of a change in accounting principle. Deferred tax liabilities
or assets at the end of each period are determined using the tax rate expected
to be in effect when taxes are actually paid or recovered. Accordingly, income
tax expense will increase or decrease in the same period in which a change in
tax rates is enacted.
<PAGE> 12
Notes to Consolidated Financial Statements (continued)
Ruddick Corporation and Subsidiaries
PER SHARE AMOUNTS
Primary and fully diluted net income per share amounts were determined based on
the average number of shares of common stock and common stock equivalents
(non-cumulative, voting $.56 convertible preference stock and stock options)
outstanding. The average primary shares outstanding were 23,596,561 in 1994,
23,809,899 in 1993, and 23,764,556 in 1992. Fully diluted average shares
outstanding were 23,600,105 in 1994, 23,827,336 in 1993, and 23,766,138 in
1992. Common stock equivalents had no material effect on the per share amounts
in 1994, 1993 and 1992.
LEASES
The Company leases certain equipment under agreements expiring during the next
nine years. Harris Teeter leases most of its stores under leases that expire
during the next 23 years. It is expected that such leases will be renewed by
exercising options or replaced by leases of other properties. Most store
leases provide for additional rentals based on sales, and certain store
facilities are sublet under leases expiring during the next seven years. Rent
expenses were as follows (in thousands):
<TABLE>
<CAPTION>
1994 1993 1992
- -----------------------------------------------------------------------------------
<S> <C> <C> <C>
Operating Leases:
Minimum $34,639 $33,676 $29,753
Contingent 971 812 903
- -----------------------------------------------------------------------------------
Total $35,610 $34,488 $30,656
- -----------------------------------------------------------------------------------
</TABLE>
Future minimum lease commitments at October 2, 1994 (excluding leases assigned
or expected to be assigned - see below) were as follows (in thousands):
<TABLE>
<CAPTION>
Capital Operating
Leases Leases
- -----------------------------------------------------------------------------------------------------
<S> <C> <C>
1995 $ 384 $ 33,824
1996 384 31,619
1997 384 30,216
1998 336 29,132
1999 268 27,975
Later years 1,012 269,897
- -----------------------------------------------------------------------------------------------------
Total minimum lease payments $ 2,768 $422,663
- -----------------------------------------------------------------------------------------------------
Less amount representing interest
(Store premises, 6.75%-10.25%, store equipment, 8-15%) 1,515
- -----------------------------------------------------------------------------------------------------
Present value of minimum lease obligations 1,253
Less current portion 131
- -----------------------------------------------------------------------------------------------------
Long-term capital lease obligations $ 1,122
- -----------------------------------------------------------------------------------------------------
Total minimum sublease rentals to be received
under noncancelable subleases $ 4,151
- -----------------------------------------------------------------------------------------------------
</TABLE>
In connection with the closing of certain store locations, Harris Teeter
has assigned leases to other merchants with recourse. These leases expire over
the next 11 years and the future minimum lease payments of $13,491,000 over this
period have been assumed by these merchants. In addition, Harris Teeter leases
certain store locations which are not currently in use but are expected to be
assigned to other merchants. These leases expire over the next 14 years and the
future minimum lease payments related to these locations total $11,160,000
(approximating $1,429,000 per year for each of the next five years).
<PAGE> 13
LONG-TERM DEBT
Long-term debt at October 2, 1994 and October 3, 1993 was as follows (in
thousands):
<TABLE>
<CAPTION>
1994 1993
- -----------------------------------------------------------------------------------------------------
<S> <C> <C>
8.57% Term Note due $4,667 annually through May 2007 $ 59,500 $ 64,167
Variable Rate Revolver Loan convertible to 7-year
term loan in 1997 37,800 26,400
Industrial revenue bonds, variable 63% of prime,
due quarterly in various amounts through 2000 3,352 3,663
5.7% Term Note due April 1996 2,666 3,166
Obligations under capital leases and other 6,249 6,777
- -----------------------------------------------------------------------------------------------------
Total 109,567 104,173
- -----------------------------------------------------------------------------------------------------
Less current portion 5,415 5,989
- -----------------------------------------------------------------------------------------------------
Total long-term debt $104,152 $ 98,184
- -----------------------------------------------------------------------------------------------------
</TABLE>
Long-term debt maturities, excluding obligations under capital leases, in each
of the next five fiscal years are as follows (in thousands): 1995 - $5,284;
1996 - $7,955; 1997 - $8,305; 1998 - $4,835; 1999 - $4,835.
During fiscal 1994, the Company increased its revolving line of credit with
three banks to $60,000,000 ($45,000,000 in fiscal 1993). During 1994 (1993)
the maximum outstanding borrowing under the revolving line of credit was
$45,600,000 ($26,400,000) and the average for the 364 (371) days outstanding was
$39,417,000 ($7,345,000). The daily weighted average interest rate (a variable
rate related to the current published CD rate) was 4.8% (4.1%) and a commitment
fee of 1/4% of the unused line is charged.
In management's opinion, the recorded amounts of the fixed rate obligations of
the Company approximated their fair value at October 2, 1994, and October 3,
1993, based on borrowing rates then available to the Company for loans with
similar terms and maturities.
Various loan agreements provide, among other things, for maintenance of minimum
levels of consolidated shareholders' equity. At October 2, 1994, consolidated
tangible net worth exceeded by $40,061,000 the balance which, under the most
restrictive provisions, must be maintained through October 1, 1995. The
requirement shall increase annually by 40% of consolidated net income for such
year.
Total interest expense was $8,563,000, $8,529,000, and $9,516,000 in 1994, 1993
and 1992, respectively.
CAPITAL STOCK
The capital stock of the Company authorized at October 2, 1994 was 1,000,000
shares of Additional Preferred, 4,000,000 shares of Preference-noncumulative
$.56 convertible, voting ($10 liquidation value), and 75,000,000 shares of
Common.
<PAGE> 14
Notes to Consolidated Financial Statements (continued)
Ruddick Corporation and Subsidiaries
Changes in shares issued and outstanding and in shareholders' equity accounts
other than retained earnings are summarized as follows (in thousands except
share amounts):
<TABLE>
<CAPTION>
Preference-noncumulative
$.56 convertible (1) Common
---------------------------------------------------------
Shares Amount Shares Amount
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance at September 29, 1991 117,949 $ 590 23,001,354 $65,329
Preference conversion (13,256) (66) 53,024 66
Shares issued under exercised stock options - - 8,021 91
- --------------------------------------------------------------------------------------------------------
Balance at September 27, 1992 104,693 $ 524 23,062,399 $65,486
- --------------------------------------------------------------------------------------------------------
Preference conversion (7,407) (38) 29,628 38
Shares issued under exercised stock options - - 198,420 2,153
Shares purchased and retired - - (272,374) (5,661)
Tax effect of disqualifying option stocks - - - 507
- --------------------------------------------------------------------------------------------------------
Balance at October 3, 1993 97,286 $ 486 23,018,073 $62,523
- --------------------------------------------------------------------------------------------------------
Preference conversion (95,170) (476) 380,680 476
Shares issued under exercised stock options - - 149,665 1,684
Shares purchased and retired (2,116)(1) (10) (372,311) (7,370)
Tax effect of disqualifying option stocks - - - 307
- --------------------------------------------------------------------------------------------------------
Balance at October 2, 1994 0 $ 0 23,176,107 $57,620
- --------------------------------------------------------------------------------------------------------
</TABLE>
(1) As of May 23, 1994, the remaining 2,116 shares of $.56 Preference stock
were called for redemption. The redemption price was $10.10 per share
inclusive of the pro rate dividend of $.10 per share.
The 1982, 1988, and 1993 incentive stock option plans authorized options for
1,700,000 shares of common stock. The plans provide that options may be
granted at 100% of the fair market value of the shares on the date of grant.
At the discretion of the Company, a stock appreciation right may be granted and
exercised in lieu of the exercise of the related option (which is then
forfeited). Under the plans, as of October 2, 1994, the Company may grant
additional options for the purchase of 473,000 shares. A summary of the option
transactions for the years ended October 2, 1994, October 3, 1993, and
September 27, 1992, follows:
<TABLE>
<CAPTION>
1994 1993 1992
<S> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
Options outstanding, beginning of year 723,496 876,500 882,400
Options granted 120,000 62,000 75,000
Options exercised 149,665 201,404 8,021
Options canceled or forfeited 13,000 13,600 72,879
Options outstanding, end of year 680,831 723,496 876,500
Options exercisable, end of year 513,631 582,096 586,900
Exercise price $10 15/32 - $22 11/16 $10 15/32 - $18 5/16 $10 15/32 - $16 1/4
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
On November 15, 1990, the Company declared a dividend of one preferred share
purchase right for each outstanding share of common stock, which rights expire
on November 15, 2000. As a result of the July 1, 1991, 100% stock dividend,
the number of rights outstanding doubled. Each right entitles the holder to
purchase one two-hundredth of a share (as adjusted for the 100% stock dividend)
of a new Series A Junior Participating Additional Preferred Stock at $52.50,
subject to further adjustment. The rights are not exercisable until 10 days
after a party has acquired or commences to acquire a beneficial interest of at
least 20% of the Company's outstanding common stock. In addition, each right
would entitle the rightholder to exercise the right and receive shares of
common stock of the acquiring company upon merger or other business combination
having a market value of twice the exercise price of the right. Under certain
circumstances after the rights become exercisable, the Board of Directors may
exchange all or part of the outstanding rights at an exchange ratio of one
share of common stock, or one two-hundredth of a share of Series A Junior
Participating Additional Preferred Stock, per right, subject to adjustment.
The rights have no voting privileges and may be redeemed by the Board of
Directors at a price of $.005 per right at any time prior to the acquisition of
a beneficial ownership of 20% of the outstanding common shares. There are
200,000 shares of Series A Junior Participating Additional Preferred Stock
reserved for issuance upon exercise of the rights.
<PAGE> 15
INCOME TAXES
Effective September 28, 1992, the Company adopted SFAS 109, "Accounting for
Income Taxes." The cumulative effect on prior years of this change in
accounting principle increased 1993 net income by $3,869,000 or $.16 per share.
Financial statements for prior years have not been restated.
The provision for income taxes consisted of the following (in thousands):
<TABLE>
<CAPTION>
1994 1993 1992
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CURRENTLY PAYABLE
Federal $12,253 $17,782 $15,989
State and other 3,329 4,044 3,524
Foreign 501 98 534
- ----------------------------------------------------------------------------------------------------
Total Current 16,083 21,924 20,047
- ----------------------------------------------------------------------------------------------------
DEFERRED FEDERAL AND STATE TAXES (CREDITS)
Reserves not currently deductible 182 (5,294) (1,845)
Accelerated tax depreciation 3,673 3,423 2,042
Property dispositions (446) (1,073) (494)
Other items, net (1,235) 480 (378)
- ----------------------------------------------------------------------------------------------------
Total Deferred 2,174 (2,464) (675)
- ----------------------------------------------------------------------------------------------------
Income tax expense $18,257 $19,460 $19,372
- ----------------------------------------------------------------------------------------------------
</TABLE>
Income from foreign operations before income taxes in fiscal 1994, 1993, and
1992 was $1,020,000, $1,727,000, and $561,000, respectively.
Income tax expense differed from an amount computed by applying the statutory
tax rates to pre-tax income as follows (in thousands):
<TABLE>
<CAPTION>
1994 1993 1992
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Income tax on pre-tax income at the statutory
federal rate of 35% for 1994, 34.75% for 1993,
and 34% for 1992 $17,524 $17,189 $17,055
Increase (decrease) attributable to:
State and other income taxes, net of
federal income tax benefit 1,883 2,549 2,097
Company owned life insurance (2,020) - -
Other items, net 870 (278) 220
- ----------------------------------------------------------------------------------------------------
Income tax expense $18,257 $19,460 $19,372
- ----------------------------------------------------------------------------------------------------
</TABLE>
On August 10, 1993, the statutory federal tax rate was increased to 35%
effective January 1, 1993. The effect of the higher rate on temporary
differences that existed as of the first day of fiscal 1993 was approximately
$800,000.
<PAGE> 16
Notes to Consolidated Financial Statements (continued)
Ruddick Corporation and Subsidiaries
The tax effects of temporary differences giving rise to the Company's
consolidated deferred tax liability at October 2, 1994 and October 3, 1993 are
as follows (in thousands):
<TABLE>
<CAPTION>
1994 1993
- ------------------------------------------------------------------------------------------------------
<S> <C> <C>
DEFERRED TAX ASSETS
Employee benefits $ 5,959 $ 5,797
Reserves not currently deductible 6,808 6,990
Other 1,651 1,735
- ------------------------------------------------------------------------------------------------------
Total deferred tax assets $ 14,418 $14,522
- ------------------------------------------------------------------------------------------------------
DEFERRED TAX LIABILITIES
Property, plant and equipment ($ 41,266) ($38,039)
VEBA trust contribution (2,098) (2,360)
Other capitalized costs (4,527) (5,556)
Other (2,656) (2,522)
- ------------------------------------------------------------------------------------------------------
Total deferred tax liabilities ($ 50,547) ($48,477)
- ------------------------------------------------------------------------------------------------------
</TABLE>
INDUSTRY SEGMENT INFORMATION
The Company operates primarily in four businesses: textiles - American & Efird,
retail grocery (including the real estate and store development activities of
Ruddco, a division of Ruddick Investment Company) - Harris Teeter, business
forms - Jordan Graphics, and venture capital - Ruddick Investment. Textiles -
manufactures sewing thread for the apparel and other markets. Retail grocery -
operates a regional chain of supermarkets. Business forms - produces and
distributes a line of business forms, labels, commercial printing, and
laser-printed graphics. Venture capital - investment manager and venture
capital investor.
Summarized information for fiscal 1994, 1993, and 1992 is as follows
(in millions):
<TABLE>
<CAPTION>
Net Sales Operating Profit (Loss)
1994 1993 1992 1994 1993 1992
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
BUSINESS SEGMENTS
Textiles $ 277.0 $ 264.8 $ 243.3 $26.9 $30.6 $28.5
Retail Grocery (1) 1,578.9 1,412.3 1,270.5 38.8 30.5 31.3
Business Forms 52.5 55.4 55.4 (1.4) 2.0 3.6
Venture Capital (.3) - .5
- --------------------------------------------------------------------------------------------------------
Total $1,908.4 $ 1,732.5 $1,569.2 $64.0 $63.1 $63.9
- --------------------------------------------------------------------------------------------------------
Net Interest Expense 8.3 8.3 9.1
Other Administrative Expense 5.6 5.3 4.3
Minority Interest - - .3
- --------------------------------------------------------------------------------------------------------
Income Before Taxes $50.1 $49.5 $50.2
- --------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Identifiable Capital
Assets at Year-end Expenditures Depreciation
1994 1993 1992 1994 1993 1992 1994 1993 1992
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BUSINESS SEGMENTS
Textiles $206.5 $185.2 $170.4 $20.4 $19.4 $16.4 $10.0 $ 8.7 $ 8.0
Retail Grocery(2) 365.6 343.1 320.3 46.4 33.7 26.0 26.6 24.6 23.1
Business Forms 28.3 27.8 27.7 1.4 2.6 2.2 2.1 2.2 2.0
Venture Capital 7.6 6.3 11.5 - - - - - -
Corporate 32.8 24.4 12.2 - - 4.0 1.3 1.5 1.2
- ------------------------------------------------------------------------------------------------------
Total $640.8 $586.8 $542.1 $68.2 $55.7 $48.6 $40.0 $37.0 $34.3
- ------------------------------------------------------------------------------------------------------
</TABLE>
(1) In fiscal 1993, operating profit was reduced by a one-time before-tax
charge of $5,264,000 for the costs associated with a marketing strategy of
replacing, over the next few years, a number of smaller, less competitive
Harris Teeter stores. In addition, operating profit includes $1,777,000,
$726,000 and $159,000 in 1994, 1993 and 1992, respectively, related to real
estate and store investment activities of Ruddco.
(2) Identifiable Assets include $28,471,000, $19,248,000 and $14,429,000 in
1994, 1993 and 1992, respectively, for investment activities of Ruddco for
the development of retail sites.
<PAGE> 17
QUARTERLY INFORMATION (UNAUDITED)
The following table sets forth certain financial information, the high and low
sales prices for the common stock and dividends declared with respect to the
common and $.56 convertible preference stock (called for redemption May 23,
1994) for the periods indicated. The Company's common stock is listed and
traded on the New York Stock Exchange. As of October 31, 1994, there are 1,864
holders of record of common stock.
<TABLE>
<CAPTION>
First Second Third Fourth
(in millions, except per share data) Quarter Quarter Quarter Quarter
- --------------------------------------------------------------------------------------------------------
1994
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Operating Results
Net sales $464.5 $465.9 $486.6 $491.4
Net income 6.3 7.4 9.3 8.8
- --------------------------------------------------------------------------------------------------------
Net Income Per Share .26 .32 .39 .38
- --------------------------------------------------------------------------------------------------------
Dividend Per Share
Common .07 .07 .07 .22(3)
Preference .14 .14 .10 -
- --------------------------------------------------------------------------------------------------------
Market Price Per Common Share
High 23 7/8 23 19 3/8 20 5/8
Low 20 5/8 18 5/8 15 3/4 15 5/8
- --------------------------------------------------------------------------------------------------------
1993
- --------------------------------------------------------------------------------------------------------
Operating Results
Net sales $422.4 $417.7 $424.4 $468.0
Income before cumulative effect
of change in accounting principle 8.0 8.0 8.8 5.2(2)
Cumulative effect of change in accounting
principle (1) 3.9 -- -- --
Net income 11.9 8.0 8.8 5.2
- --------------------------------------------------------------------------------------------------------
Net Income Per Share
Before cumulative effect of change
in accounting principle .34 .33 .37 .22(2)
Cumulative effect of change
in accounting principle (1) .16 - - -
Net Income Per Share Restated .50 .33 .37 .22
- --------------------------------------------------------------------------------------------------------
Dividend Per Share
Common .06 .06 .07 .24(4)
Preference .14 .14 .14 .14
- --------------------------------------------------------------------------------------------------------
Market Price Per Common Share
High 20 3/8 22 5/8 21 3/4 21 1/2
Low 16 19 7/8 18 5/8 19 3/8
- --------------------------------------------------------------------------------------------------------
</TABLE>
(1) Fiscal 1993 was restated to reflect adoption of SFAS 109, "Accounting for
Income Taxes," effective September 28, 1992.
(2) After effect of before-tax restructuring charge of $5.3 million.
(3) Includes $.15 extra dividend in fiscal 1994.
(4) Includes $.17 extra dividend in fiscal 1993.
COMMITMENTS AND CONTINGENCIES
Substantially all domestic employees of the Company and its subsidiaries
participate in noncontributory defined benefit pension plans. Employees in
foreign subsidiaries participate to varying degrees in local pension plans,
which, in the aggregate, are not significant. Employee retirement benefits are
a function of both the years of service and compensation for a specified period
of time before retirement. The Company's current funding policy is to
contribute annually the minimum amount required by regulatory authorities.
<PAGE> 18
Notes to Consolidated Financial Statements (continued)
Ruddick Corporation and Subsidiaries
The following table sets forth the defined benefit plans' funded status and
amounts recognized in the Company's consolidated balance sheets at October 2,
1994 and October 3, 1993 (in thousands):
<TABLE>
<CAPTION>
<S> <C> <C>
1994 1993
- ----------------------------------------------------------------------------------------------------
Actuarial present value of benefit obligations:
Vested benefits $ 62,323 $ 52,536
Nonvested benefits 2,780 2,533
- ----------------------------------------------------------------------------------------------------
Accumulated benefit obligations 65,103 55,069
Effect of projected future compensation levels 18,559 18,967
- ----------------------------------------------------------------------------------------------------
Projected benefit obligations 83,662 74,036
Plans' assets at fair market value 60,521 61,374
- ----------------------------------------------------------------------------------------------------
Projected benefit obligations in excess of plans' assets (23,141) (12,662)
Unrecognized net asset at September 30, 1985, net of
amortization, being amortized over 15-20 years 2,724 3,119
Unrecognized net loss due to past experience
different from assumptions made (17,758) (8,484)
- ----------------------------------------------------------------------------------------------------
Unfunded accrued pension cost ($ 8,107) ($ 7,297)
- ----------------------------------------------------------------------------------------------------
</TABLE>
The plans' assets consist primarily of U.S. government securities, fixed income
funds and cash equivalents, all managed by two banks.
In 1994 (1993), a 7.5% (8%) weighted average discount rate and a 4.75% (5.5%)
rate of increase in future payroll costs were used in determining the actuarial
present value of the projected benefit obligations. The expected long-term
rate of return on assets was 7.5% (8%).
Pension expense for defined benefit plans for fiscal
1994, 1993, and 1992 included the following components (in thousands):
<TABLE>
<CAPTION>
1994 1993 1992
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Benefits earned by employees $3,822 $3,444 $3,159
Interest on projected benefit obligations 5,934 5,578 5,086
Actual loss (return) on plan assets 2,546 (4,473) (4,857)
Net amortization and deferral (7,045) 194 1,231
- ----------------------------------------------------------------------------------------------------
Net pension expense $5,257 $4,743 $4,619
- ----------------------------------------------------------------------------------------------------
</TABLE>
The Company also has an Employee Stock Ownership Plan (ESOP) and a
profit-sharing plan. Expenses under these plans were as follows (in thousands):
<TABLE>
<CAPTION>
1994 1993 1992
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ESOP $5,205 $6,480 $5,721
Profit-sharing 866 2,124 1,958
- ----------------------------------------------------------------------------------------------------
</TABLE>
The Company in the normal course of business guarantees loans relative to real
estate and other investment activities of Ruddick Investment Company. At
October 2, 1994, October 3, 1993, and September 27, 1992, the amount guaranteed
totaled $3,066,000, $4,696,000 and $4,309,000, respectively.
The Company is involved in various lawsuits, including patent infringement
litigation, and environmental matters arising in the normal course of business.
Management believes that such matters will not have a material effect on the
financial condition or results of operations of the Company.
See "Leases" for additional commitments and contingencies.
<PAGE> 19
Report of Independent Public Accountants
Ruddick Corporation and Subsidiaries
TO THE BOARD OF DIRECTORS OF RUDDICK CORPORATION
We have audited the accompanying consolidated balance sheets of Ruddick
Corporation (a North Carolina corporation) and subsidiaries as of October 2,
1994, and October 3, 1993, and the related statements of consolidated income
and retained earnings and consolidated cash flows for each of the three years
in the period ended October 2, 1994. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Ruddick
Corporation and subsidiaries as of October 2, 1994, and October 3, 1993, and
the results of their operations and their cash flows for each of the three
years in the period ended October 2, 1994, in conformity with generally
accepted accounting principles.
As discussed in the notes to consolidated financial statements, effective as
of the beginning of the fiscal year 1993, the Company changed its method of
accounting for income taxes.
ARTHUR ANDERSEN LLP
Charlotte, North Carolina,
October 27, 1994.
<PAGE> 1
EXHIBIT 21
RUDDICK CORPORATION
Affiliated Companies
as of December 20, 1994
Listed below are the domestic subsidiaries of the Corporation, all of
which are wholly owned and are owned directly by the Corporation, unless
otherwise indicated.
American & Efird, Inc.
The Kaim Company (1)
A&E Services, Inc. (1)
Harris Teeter, Inc.
Harris-Teeter Services, Inc. (2)
Jordan Graphics, Inc.
R. S. Dickson & Company
Ruddco Management, Inc. (3)
Ruddick of Delaware, Inc.
(1) Owned by American & Efird, Inc.
(2) Owned by Harris Teeter, Inc.
(3) Owned by R. S. Dickson & Company
Listed below are the foreign subsidiaries of the Corporation, all of
which are wholly owned through American & Efird, Inc., unless otherwise
indicated.
American & Efird (HK) Limited - 100%
A&E Korea Ltd. - 100%
American & Efird (GB) Limited - 100%
Fils A Coudre Allied, Inc./Allied Threads, Inc. - 100%
Hilos A&E de Costa Rica, S.A. - 100%
American & Efird International (FE) Limited - 100%
Hilos American & Efird de Mexico, S.A. de C.V. - 100%
American & Efird Mills (S) Pte. Ltd. - Joint venture, 49% owned
Hilos Magic (H.M.) de Venezuela - Joint venture, 33% owned
Hilos A&E Dominicana, Ltd. - Joint venture, 49% owned
In addition, in the normal course of business, R. S. Dickson & Company
from time to time makes investments in corporations and partnerships that may
result in ownership of capital stock or other interests as an investment.
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our reports included in this Form 10-K, into Ruddick Corporation's previously
filed Registration Statements on Form S-8, Registration No. 33-26302 and No.
33-56567.
ARTHUR ANDERSEN LLP
Charlotte, North Carolina,
December 20, 1994.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF RUDDICK CORPORATION FOR THE FISCAL YEAR ENDED 10/2/94,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-2-1994
<PERIOD-END> OCT-2-1994
<CASH> 14,531
<SECURITIES> 0
<RECEIVABLES> 64,333
<ALLOWANCES> 2,031
<INVENTORY> 180,784
<CURRENT-ASSETS> 276,647
<PP&E> 546,631
<DEPRECIATION> 246,971
<TOTAL-ASSETS> 640,792
<CURRENT-LIABILITIES> 190,404
<BONDS> 104,152
<COMMON> 57,620
0
0
<OTHER-SE> 233,589
<TOTAL-LIABILITY-AND-EQUITY> 640,792
<SALES> 1,908,437
<TOTAL-REVENUES> 1,908,437
<CGS> 1,436,070
<TOTAL-COSTS> 1,844,426
<OTHER-EXPENSES> 5,666
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,329
<INCOME-PRETAX> 50,068
<INCOME-TAX> 18,257
<INCOME-CONTINUING> 31,811
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 31,811
<EPS-PRIMARY> 1.35
<EPS-DILUTED> 1.35
</TABLE>
