<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark one)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended: September 29, 1996
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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
Commission File Number: 1-6905
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RUDDICK CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NORTH CAROLINA 56-0905940
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
2000 TWO FIRST UNION CENTER, CHARLOTTE, NORTH CAROLINA 28282
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (704) 372-5404
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 December 6, 1996, was $362,774,639.
As of December 6, 1996, the Registrant had outstanding 46,520,833 shares of
Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Parts I and II: Certain portions of the Annual Report to Shareholders for the
fiscal year ended September 29, 1996 (with the exception of those portions
which are specifically incorporated by reference in this Form 10-K and included
as Exhibit 13 hereto, the Annual Report to Shareholders for the fiscal year
ended September 29, 1996, is not deemed to be filed or incorporated by
reference as part of this report).
Part III: Definitive Proxy Statement dated December 20, 1996, as filed
pursuant to Section 14 of the Securities Exchange Act of 1934 in connection
with the 1997 Annual Meeting of Shareholders. (With the exception of those
portions which are specifically incorporated by reference in this Form 10-K,
the Proxy Statement is not deemed to be filed or incorporated by reference as
part of this report.)
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RUDDICK CORPORATION
AND CONSOLIDATED SUBSIDIARIES
Form 10-K for the Fiscal Year ended September 29, 1996
TABLE OF CONTENTS
PAGE
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<TABLE>
<S> <C> <C>
PART I
Item 1. Business ................................................................................ 1
Item 2. Properties .............................................................................. 3
Item 3. Legal Proceedings ....................................................................... 5
Item 4. Submission of Matters to a Vote of Security Holders ..................................... 5
Item 4A. Executive Officers of the Registrant .................................................... 5
PART II
Item 5. Market for Registrant's Common Equity and Related
Shareholder Matters ..................................................................... 6
Item 6. Selected Financial Data ................................................................. 6
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations ..................................................... 6
Item 8. Financial Statements and Supplementary Data ............................................. 6
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure ..................................................... 7
PART III
Item 10. Directors and Executive Officers of the Registrant ...................................... 7
Item 11. Executive Compensation .................................................................. 7
Item 12. Security Ownership of Certain Beneficial Owners and
Management .............................................................................. 7
Item 13. Certain Relationships and Related Transactions .......................................... 7
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K ............................................................................. 8
</TABLE>
<PAGE> 3
PART I
ITEM 1. BUSINESS
Ruddick Corporation (the "Registrant") is a holding company which, through
its wholly-owned subsidiaries, is engaged in two primary businesses: Harris
Teeter, Inc. ("Harris Teeter") operates a regional chain of supermarkets in
five southeastern states and American & Efird, Inc. ("A&E") manufactures and
distributes industrial and consumer sewing thread and sales yarn.
At September 29, 1996, the Registrant and its subsidiaries had total
consolidated assets of $801,702,000 and had approximately 20,100 employees.
The principal executive offices of the Registrant are located at 2000 Two First
Union Center, Charlotte, North Carolina 28282.
Ruddick Corporation, which is incorporated under North Carolina law, was
created in 1968 through the consolidation of the predecessor companies of A&E
and Ruddick Investment Company, a subsidiary of the Registrant. In 1969 the
Registrant acquired Harris Teeter. Also in 1969, the Registrant acquired the
predecessor of Jordan Graphics, Inc. ("Jordan Graphics"). On January 23, 1996,
certain assets of Jordan Graphics were sold to The Reynolds and Reynolds
Company. Jordan Graphics' name has been changed to JGBF, Inc., and it no
longer represents one of the Registrant's primary businesses.
The two businesses in which the Registrant engages through its principal
operating subsidiaries, together with certain financial information and
competitive aspects of such businesses, are discussed separately below. For
certain other information regarding industry segments, see the Note entitled
"Industry Segment Information" of the Notes to Consolidated Financial
Statements of Ruddick Corporation and Subsidiaries in the Registrant's 1996
Annual Report to Shareholders (the "1996 Annual Report"), which information is
incorporated herein by reference.
The only foreign operations conducted by the Registrant are through A&E.
Neither of the two businesses engaged in by the Registrant would be
characterized as seasonal.
The Registrant employs twenty-one people, including five executives who
formulate and implement overall corporate objectives and policies. The
Registrant's employees perform functions in a number of areas including
finance, accounting, audit, insurance, reporting, employee benefits, and public
and shareholder relations. The Registrant assists its subsidiaries in
developing long-range goals, in strengthening management personnel and skills,
and in financing operations. Management of each subsidiary is responsible for
implementing operating policies and reports to management of the Registrant.
<PAGE> 4
A & E
A&E produces industrial sewing thread from natural and synthetic fibers
for use by apparel, automotive, upholstered furniture, home furnishings,
medical supplies and footwear manufacturers. A&E also produces consumer sewing
thread for use in home sewing. These products are primarily manufactured in
fourteen 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 99% of A&E's net sales in
fiscal 1996. A&E also produces a limited quantity of mercerized cotton yarns
for use by the knitting and weaving industries, which products accounted for 1%
of A&E's net sales in fiscal 1996. This yarn production has decreased
considerably in recent years as plant capacity has been converted to the
manufacture of sewing thread. Sales operations are conducted through primarily
A&E's employed salespersons, and additionally, through commission brokers and
distributors. A&E's sales constituted 14% of the Registrant's consolidated
sales in fiscal 1996 (15% in 1995 and 15% in 1994).
The order backlog, believed to be firm, as of the end of the 1996 fiscal
year was approximately $14,390,000 versus $12,920,000 at the end of the
preceding fiscal year. Such backlog normally is expected to be filled within
two weeks of fiscal year end. A&E has approximately 7,100 active customer
accounts. In fiscal 1996, no single customer accounted for more than 6% of
total net sales, and the ten largest customers accounted for an aggregate of
less than 22% of total net sales.
A&E purchases cotton from domestic cotton merchants. There is presently a
sufficient supply of cotton worldwide and in the domestic market. Synthetic
fibers are bought from the principal American synthetic fiber producers and are
currently available in an adequate supply.
There are no material patents, licenses, franchises, or concessions held
by A&E. Research and Development expenditures were $304,000 and $245,000 in
fiscal 1996 and fiscal 1995, respectively, none of which expenditures were
sponsored by customers. Three 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 recorded investment in its subsidiaries in England,
Costa Rica, Canada, Korea, Mexico, Hong Kong and Malaysia and in its joint
ventures in Dominican Republic and Honduras totals approximately $52 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 the
largest producer in the U.S. industrial thread market. Principal competitors
include Coats/American and imported products sold primarily through
distributors. Principal competitive factors include quality, service and
price. Less than 4% of A&E's fiscal 1996 sales were in the consumer thread
market, in which market A&E competes with a number of large, well-established
companies, including Coats/American.
A&E employed approximately 3,400 persons worldwide as of the end of fiscal
1996. A&E considers its employee relations to be good.
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HARRIS TEETER
Harris Teeter operates supermarkets in North Carolina (92), South Carolina
(23), Virginia (13), Georgia (5), and Tennessee (1) for sales of groceries,
produce, meat and seafood, delicatessen items, bakery items, wines and non-food
items such as health and beauty care, floral and other products normally
offered for sale in supermarkets. Harris Teeter has a program in place whereby
each retail store will undergo a major remodel every eight years. Harris
Teeter remodeled five stores during fiscal 1996 and expects to remodel twelve
stores in fiscal 1997. In addition, nine new stores were opened and fourteen
older, less profitable, stores were sold or closed in fiscal 1996. 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. Four of the stores closed in
fiscal 1996 were covered by this reserve. As of fiscal year end, Harris Teeter
had 134 stores in operation. Its principal offices and cold storage perishable
distribution facilities are located near Charlotte, North Carolina, and its dry
grocery and frozen storage distribution facilities are located in Greensboro,
North Carolina. Harris Teeter produces some dairy products, but buys most of
the products it sells, including its private label brands. Harris Teeter's
sales constituted 86% of the Registrant's consolidated sales in fiscal 1996
(85% in 1995 and 85% in 1994).
The supermarket industry is highly competitive. Harris Teeter competes
with local, regional, and national food chains, some of which are larger in
terms of assets and sales, as well as with independent merchants. Principal
competitive factors include store location, price, service, convenience,
cleanliness, product quality and product variety. No one customer or group of
customers has a material effect upon the business of Harris Teeter.
At fiscal year end, Harris Teeter employed approximately 8,600 persons
full-time and 8,100 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.
RUDDICK INVESTMENT
Ruddick Investment makes direct venture investments from its own capital
base and from internally generated funds primarily for the development of
retail sites for Harris Teeter stores. Additionally, the company's venture
capital portfolio is invested in a limited number of industries and may include
securities of start-ups and early stage firms, as well as publicly traded
securities. Some of the products and services produced by the current
portfolio holdings include proprietary building products, textiles,
pharmaceuticals and medical diagnostic instrumentation. Ruddick Investment's
principal objective is to achieve long-term gains on each of its investments.
It is not an operating company and does not offer a service or product in the
normal course of business.
ITEM 2. PROPERTIES
The executive offices of the Registrant are located in approximately 8,086
square feet of leased space in a downtown office tower at 2000 Two First Union
Center, Charlotte, North Carolina 28282, in which it is a tenant under a lease
which expires in May 1998.
A&E's principal offices and fourteen domestic manufacturing plants are all
owned by A&E and are all located in North Carolina. Manufacturing plants have
an aggregate of 2,225,093 square feet of floor space and an insured value of
$418,599,000. A&E has the capacity to produce annually
<PAGE> 6
approximately 41,300,000 pounds of industrial sewing thread and 3,250,000 pounds
of sales yarn and has a dyeing capacity of approximately 46,900,000 pounds per
year. Capacities are based on 168 hours of operations per week. A&E also leases
22 distribution centers scattered throughout its domestic markets at an
approximate annual rent of $1,738,000. Through subsidiaries, A&E also owns
seven international manufacturing plants with an aggregate of 338,599 square
feet of floor space and an insured value of $51,215,000. These subsidiaries
have sewing thread dyeing capacity of approximately 10,000,000 pounds per year.
Capacities are based on 168 hours of operations per week. In addition to its
subsidiaries, A&E has minority interests in two joint ventures.
Harris Teeter owns its principal offices, which consist of 116,000 square
feet of space located on a 10 acre tract of land near Charlotte, North
Carolina. Harris Teeter also owns a 104 acre tract east of Charlotte where its
cold storage distribution facility is located. This facility contains
approximately 176,000 square feet, most of which is equipped to store
refrigerated or perishable goods. Harris Teeter also owns a 49 acre tract in
Greensboro, North Carolina, where its dry grocery and frozen goods warehouses
are located. The dry grocery warehouse contains approximately 547,000 square
feet and the frozen goods warehouse contains approximately 130,000 square feet.
Harris Teeter owns an 18,050 square foot milk processing plant located on 8.3
acres of land in Charlotte, North Carolina and an 81,900 square foot milk
processing and ice cream manufacturing facility located on 4.7 acres of land in
High Point, North Carolina. Harris Teeter operates its retail stores
exclusively from leased properties. The base annual rentals on leased store
and warehouse properties as of September 29, 1996 aggregated approximately
$38,823,000 net of sublease rentals of approximately $1,010,000. In addition
to the base rentals, the majority of the lease agreements provide for
additional annual rentals based on 1% of the amount by which annual store sales
exceed a predetermined amount. During the fiscal year ended September 29,
1996, the additional rental amounted to approximately $1,175,000. Harris
Teeter's supermarkets range in size from approximately 24,000 square feet to
67,000 square feet, with an average size of approximately 36,000 square feet.
The following table sets forth selected statistics with respect to Harris
Teeter stores for each of the last three fiscal years:
HARRIS TEETER STORE DATA 1994 1995 1996
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Stores Open at End of Period 139 139 134
Average Weekly Net Sales Per Store* $223,467 $234,656 $259,160
Average Square Footage Per Store 30,974 33,678 36,273
Average Square Footage Per New Store
Opened During Period 40,154 47,348 57,610
Total Square Footage at End
of Period 4,305,325 4,681,204 4,860,546
* Computed on the basis of aggregate sales of stores open for a full year.
JGBF, Inc. owns corporate offices and a manufacturing facility and
warehouse located near Charlotte, North Carolina. This facility, which
contains 188,000 square feet and is located on 26 acres of land, is leased to
The Reynolds and Reynolds Company on a long-term lease.
<PAGE> 7
ITEM 3. LEGAL PROCEEDINGS
The Registrant has entered into an Administrative Order on Consent with
Region IV of the United States Environmental Protection Agency, together with
14 other parties who have been designated potentially responsible parties, to
perform a remedial investigation/feasibility study at the Leonard Chemical
Company Superfund site in Rock Hill, South Carolina. The Registrant's
potential liability is based on the alleged disposal of waste material at this
Superfund site by Pargo, Inc. Pargo, Inc. was a wholly owned subsidiary of the
Registrant from 1969 to 1972. The Registrant has agreed to participate in the
remedial investigation/feasibility study on the condition that its share of the
costs does not exceed 1.8% of the total plus an additional payment of $4,680
for costs previously incurred by other parties. The Registrant estimates that,
based on current information, the total cost of the remedial
investigation/feasibility study should be approximately $500,000. Under the
interim allocation of costs agreed to by the parties to the Administrative
Order on Consent, the Registrant's share is 1.155% of the total cost. The
Registrant does not believe that this proceeding will have a material effect on
its business or financial condition.
The Registrant and its subsidiaries are involved in various matters from
time to time in connection with their operations, including various
environmental matters. These matters considered in the aggregate have not had,
nor does the Registrant expect them to have, a material effect on the
Registrant's business or financial condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
The following list contains the name, age, positions and offices held, and
period served in such positions or offices for each of the executive officers
of the Registrant.
R. Stuart Dickson, age 67, 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 65, 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 61, has been President of the Registrant since
February, 1994. Prior to that time he had been President of A&E since
October, 1984.
Thomas W. Dickson, age 41, has been Executive Vice President of the
Registrant since February, 1996. He served also as President of A&E from
February, 1994 to August, 1996. Prior to that time, he served as A&E's
Executive Vice President from 1991 to 1994 and Senior Vice
President-Marketing and International from 1989 to 1991.
Richard N. Brigden, age 57, has been Vice President-Finance of the
Registrant since December, 1983.
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Edward S. Dunn, Jr., age 53, has been President of Harris Teeter since
January 1, 1989.
Fred A. Jackson, age 46, has been President of A&E since August, 1996.
Prior to that time, for more than five years, he served as its Senior
Vice President-Industrial Thread Sales.
The executive officers of the Registrant and its subsidiaries are elected
annually by their respective Boards of Directors. R. Stuart Dickson and Alan
T. Dickson are brothers. Thomas W. Dickson is the son of R. Stuart Dickson and
the nephew of Alan T. Dickson. No other executive officer has a family
relationship with any other executive officer or director or nominee for
director as close as first cousin.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
The information required for this item is incorporated herein by reference
to the following sections of the Registrant's 1996 Annual Report: information
regarding the principal market for Common Stock, number of shareholders of
record, market price information per share of Common Stock and dividends
declared per share of Common Stock for each quarterly period in the 1996 and
1995 fiscal years is incorporated by reference to the Note headed "Quarterly
Information (Unaudited)" to the Notes to Consolidated Financial Statements; and
information regarding restrictions on the ability of the Registrant to pay cash
dividends is incorporated by reference to "Management's Discussion and Analysis
of Financial Condition and Results of Operations-Capital Resources and
Liquidity" and the Note headed "Long-Term Debt" to the Notes to Consolidated
Financial Statements.
ITEM 6. SELECTED FINANCIAL DATA
The information required for this item, for each of the last five fiscal
years, is incorporated herein by reference to the section headed "Eleven-Year
Financial and Operating Summary" in the Registrant's 1996 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 1996 Annual Report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Financial Statements of the Registrant, including the
Report of Independent Public Accountants thereon, are incorporated herein by
reference from the Registrant's 1996 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 1996 Annual Report.
<PAGE> 9
The financial statement schedules required to be filed herewith, and the
Report of Independent Public Accountants thereon, are listed under Item 14(a)
of this Report and filed herewith pursuant to Item 14(d) of this Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item with respect to executive officers
is set forth above in Part I, Item 4A. The other information required by this
item is incorporated herein by reference to the sections entitled "Election of
Directors" and "Section 16(a) Beneficial Ownership Reporting Compliance" in the
Registrant's Proxy Statement dated December 20, 1996, filed with the Securities
and Exchange Commission with respect to the Registrant's 1997 Annual Meeting of
Shareholders (the "1997 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 1997 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 1997 Proxy
Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable.
<PAGE> 10
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
1996 Annual Report:
Consolidated Balance Sheets, September 29, 1996 and October 1, 1995
Statements of Consolidated Income and Retained Earnings for the
fiscal years ended September 29, 1996, October 1, 1995 and October
2, 1994
Statements of Consolidated Cash Flows for the fiscal years ended
September 29, 1996, October 1, 1995 and October 2, 1994
Notes to Consolidated Financial Statements
Report of Independent Public Accountants
(2) Financial Statement Schedules: The following report and
financial statement schedules are filed herewith:
Report of Independent Public Accountants for each of the fiscal
years in the three year period ended September 29, 1996
Schedule II - Valuation and Qualifying Accounts and Reserves
All other schedules are omitted as the required information is
inapplicable or the information is presented in the consolidated
financial statements or related notes thereto.
(3) Exhibits: The following exhibits are filed with this report
or, as noted, incorporated by reference herein:
<PAGE> 11
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 Revolving Credit Agreements for an aggregate of $100,000,000, entered
into as of February 15, 1995, by and between the Registrant and each of
First Union National Bank of North Carolina, NationsBank, National
Association (formerly NationsBank, National Association (Carolinas)) and
Wachovia Bank of North Carolina, N.A., incorporated herein by reference
to Exhibits 4.1, 4.2 and 4.3 of the Registrant's Quarterly Report on
Form 10-Q for the quarterly period ended April 2, 1995 (Commission File
No. 1-6905).
4.2 $50,000,000 6.48% Series A Senior Notes due March 1, 2011 and
$50,000,000 Private Shelf Facility dated March 1, 1996 between Ruddick
Corporation and The Prudential Insurance Company of America,
incorporated herein by reference to Exhibit 4.1 of the Registrant's
Quarterly Report on Form 10-Q for the quarterly period ended March 31,
1996 (Commission File No. 1-6905). 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).*
<PAGE> 12
Exhibit No. Description
10.5 1982 Incentive Stock Option Plan, as amended and restated, incorporated
herein by reference to Exhibit 10.5 of the Registrant's Annual Report on
Form 10-K for the fiscal year ended October 2, 1994 (Commission File No.
1-6905).*
10.6 1988 Incentive Stock Option Plan, incorporated herein by reference to
Exhibit 10.6 of the Registrant's Annual Report on Form 10-K for the
fiscal year ended October 2, 1994 (Commission File No. 1-6905).*
10.7 Ruddick Corporation Incentive Stock Option Agreement between the
Registrant and Thomas W. Dickson dated November 12, 1992.*
10.8 Ruddick Corporation Incentive Stock Option Agreement between the
Registrant and Fred A. Jackson dated November 12, 1992.*
10.9 Ruddick Corporation Incentive Stock Option Agreement between the
Registrant and John W. Copeland dated November 18, 1993.*
10.10 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).*
10.11 Ruddick Corporation Incentive Stock Option Agreement between the
Registrant and Thomas W. Dickson dated November 18, 1993.*
10.12 Ruddick Corporation Incentive Stock Option Agreement between the
Registrant and Thomas W. Dickson dated November 15, 1995.*
10.13 Ruddick Corporation Incentive Stock Option Agreement between the
Registrant and Fred A. Jackson dated November 18, 1993.*
10.14 Ruddick Corporation Incentive Stock Option Agreement between the
Registrant and Fred A. Jackson dated November 15, 1995.*
10.15 Ruddick Corporation Incentive Stock Option Agreement between the
Registrant and Edward S. Dunn, Jr. dated November 15, 1995.*
10.16 Ruddick Corporation Incentive Stock Option Agreement between the
Registrant and R. N. Brigden dated November 15, 1995.*
10.17 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> 13
Exhibit No. Description
10.18 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).*
10.19 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).
10.20 Ruddick Corporation Senior Officers Insurance Program Plan Document
and Summary Plan Description, incorporated herein by reference to Exhibit
10.10 of the Registrant's Annual Report on Form 10-K for the fiscal year
ended September 27, 1992 (Commission File No. 1-6905).*
10.21 Ruddick Corporation 1995 Comprehensive Stock Option Plan, incorporated
herein by reference to Exhibit 10.1 of the Registrant's Quarterly Report
on Form 10-Q for the quarterly period ended June 30, 1996 (Commission
File No. 1-6905).*
10.22 Ruddick Corporation Nonstatutory Stock Option Agreement Between the
Registrant and Thomas M. Belk, incorporated herein by reference to
Exhibit 10.2 of the Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1996 (Commission File No. 1-6905).*
10.23 Ruddick Corporation Nonstatutory Stock Option Agreement Between the
Registrant and Edwin B. Borden, Jr., incorporated herein by reference to
Exhibit 10.3 of the Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1996 (Commission File No. 1-6905).*
10.24 Ruddick Corporation Nonstatutory Stock Option Agreement Between the
Registrant and Beverly F. Dolan, incorporated herein by reference to
Exhibit 10.4 of the Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1996 (Commission File No. 1-6905).*
10.25 Ruddick Corporation Nonstatutory Stock Option Agreement Between the
Registrant and Roddey Dowd, Sr., incorporated herein by reference to
Exhibit 10.5 of the Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1996 (Commission File No. 1-6905).*
10.26 Ruddick Corporation Nonstatutory Stock Option Agreement Between the
Registrant and James E.S. Hynes, incorporated herein by reference to
Exhibit 10.6 of the Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1996 (Commission File No. 1-6905).*
<PAGE> 14
Exhibit No. Description
10.27 Ruddick Corporation Nonstatutory Stock Option Agreement Between the
Registrant and Hugh L. McColl, Jr., incorporated herein by reference to
Exhibit 10.7 of the Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1996 (Commission File No. 1-6905).*
10.28 Ruddick Corporation Nonstatutory Stock Option Agreement Between the
Registrant and E. Craig Wall, Jr., incorporated herein by reference to
Exhibit 10.8 of the Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1996 (Commission File No. 1-6905).*
11 Statement Regarding the Computation of Per Share Earnings.
13 Ruddick Corporation 1996 Annual Report to Shareholders (consolidated
financial statements on pages 19 to 32 and sections headed "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
(pages 14 to 18) and "Eleven-Year Financial and Operating Summary" (pages
12 to 13) only).
21 List of Subsidiaries of the Registrant.
23 Consent of Independent Public Accountants.
27 Financial Data Schedule.
________________________
* 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 September 29, 1996.
(c) The following exhibits are filed herewith and follow the signature pages:
10.1 Description of Incentive Compensation Plans.
10.7 Ruddick Corporation Incentive Stock Option Agreement between the
Registrant and Thomas W. Dickson dated November 12, 1992.
10.8 Ruddick Corporation Incentive Stock Option Agreement between the
Registrant and Fred A. Jackson dated November 12, 1992.
10.9 Ruddick Corporation Incentive Stock Option Agreement between the
Registrant and John W. Copeland dated November 18, 1993.
<PAGE> 15
10.11 Ruddick Corporation Incentive Stock Option Agreement between the
Registrant and Thomas W. Dickson dated November 18, 1993.
10.12 Ruddick Corporation Incentive Stock Option Agreement between the
Registrant and Thomas W. Dickson dated November 15, 1995.
10.13 Ruddick Corporation Incentive Stock Option Agreement between the
Registrant and Fred A. Jackson dated November 18, 1993.
10.14 Ruddick Corporation Incentive Stock Option Agreement between the
Registrant and Fred A. Jackson dated November 15, 1995.
10.15 Ruddick Corporation Incentive Stock Option Agreement between the
Registrant and Edward S. Dunn, Jr. dated November 15, 1995.
10.16 Ruddick Corporation Incentive Stock Option Agreement between
the Registrant and R. N. Brigden dated November 15, 1995.
11 Statement Regarding Computation of Per Share Earnings.
13 Ruddick Corporation 1996 Annual Report to Shareholders
(consolidated financial statements on pages 19 to 32 and sections
headed "Management's Discussion and Analysis of Financial Condition
and Results of Operations" (pages 14 to 18) and "Eleven-Year Financial
and Operating Summary" (pages 12 to 13) only).
21 List of Subsidiaries of the Registrant.
23 Consent of Independent Public Accountants.
27 Financial Data Schedule.
(d) The financial statement schedules listed in Item 14(a)(2) above begin on
Page S-1.
<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 20, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated:
Name Title Date
---- ----- ----
/s/ John W. Copeland President and Director December 20, 1996
------------------------- (Principal Executive Officer)
John W. Copeland
/s/ Richard N. Brigden Vice President-Finance December 20, 1996
------------------------- (Principal Financial Officer)
Richard N. Brigden
/s/ Douglas A. Stephenson Treasurer December 20, 1996
------------------------- (Principal Accounting Officer)
Douglas A. Stephenson
/s/ Thomas M. Belk Director December 20, 1996
-------------------------
Thomas M. Belk
Director December 20, 1996
-------------------------
Edwin B. Borden, Jr.
/s/ Alan T. Dickson Chairman of the Board December 20, 1996
------------------------- and Director
Alan T. Dickson
/s/ R. Stuart Dickson Chairman of the Executive December 20, 1996
------------------------- Committee and Director
R. Stuart Dickson
<PAGE> 17
Name Title Date
---- ----- ----
/s/ Beverly F. Dolan Director December 20, 1996
- -----------------------
Beverly F. Dolan
/s/ Roddey Dowd, Sr. Director December 20, 1996
- -----------------------
Roddey Dowd, Sr.
/s/ James E. S. Hynes Director December 20, 1996
- -----------------------
James E. S. Hynes
/s/ Hugh L. McColl, Jr. Director December 20, 1996
- -----------------------
Hugh L. McColl, Jr.
/s/ E. Craig Wall, Jr. Director December 20, 1996
- -----------------------
E. Craig Wall, Jr.
<PAGE> 18
INDEX TO FINANCIAL STATEMENT SCHEDULES
Page
Report of Independent Public Accountants S-2
For each of the fiscal years in the three year period ended
September 29, 1996
Schedule II - Valuation and Qualifying Accounts and Reserves S-3
All other schedules are omitted as the required information is inapplicable or
the information is presented in the financial statements or related notes.
S-1
<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 24, 1996. Our audit was made for the purpose of
forming an opinion on those statements taken as a whole. The schedule listed
in Item 14(a)(2) is the responsibility of the Company's management and is
presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial statements. This
schedule has been subjected to the auditing procedures applied in the audit of
the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Charlotte, North Carolina,
October 24, 1996.
S-2
<PAGE> 20
RUDDICK CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE FISCAL YEARS ENDED
OCTOBER 2, 1994, OCTOBER 1, 1995 SCHEDULE II
AND SEPTEMBER 29, 1996
(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 OCTOBER 2, 1994:
RESERVES DEDUCTED FROM ASSETS
TO WHICH THEY APPLY -
ALLOWANCE FOR DOUBTFUL ACCOUNTS....... $1,820 $367 $325 * $1,862
=====================================================
FISCAL YEAR ENDED OCTOBER 1, 1995:
RESERVES DEDUCTED FROM ASSETS
TO WHICH THEY APPLY -
ALLOWANCE FOR DOUBTFUL ACCOUNTS....... $1,862 $152 $287 * $1,727
=====================================================
FISCAL YEAR ENDED SEPTEMBER 29, 1996:
RESERVES DEDUCTED FROM ASSETS
TO WHICH THEY APPLY -
ALLOWANCE FOR DOUBTFUL ACCOUNTS....... $1,727 $428 $757 * $1,398
=====================================================
</TABLE>
*REPRESENTS ACCOUNTS RECEIVABLE BALANCES WRITTEN OFF AS UNCOLLECTIBLE, LESS
RECOVERIES.
S-3
<PAGE> 21
<TABLE>
<Caption
INDEX TO EXHIBITS
Exhibit No.
(per Item 601 Sequential
of Reg. S-K Description of Exhibit Page No.
- ------------- ---------------------- -----------
<S> <C> <C>
3.1 Restated Articles of Incorporation of the Registrant, *
incorporated herein by reference to Exhibit 3.1 of the Registrant's
Quarterly Report on Form 10-Q for the quarterly period ended March 29,
1992 (Commission File No. 1-6905).
3.2 Amended and Restated Bylaws of the Registrant, incorporated *
herein by reference to Exhibit 3.2 of the Registrant's Annual Report
on Form 10-K for the fiscal year ended September 27, 1992 (Commission
File No. 1-6905).
4.1 Revolving Credit Agreements for an aggregate of $100,000,000, entered *
into as of February 15, 1995, by and between the Registrant and each of First
Union National Bank of North Carolina, NationsBank, National Association (formerly
NationsBank, National Association (Carolinas)) and Wachovia Bank of
North Carolina, N.A., incorporated herein by reference to Exhibits
4.1, 4.2 and 4.3 of the Registrant's Quarterly Report on Form 10-Q for
the quarterly period ended April 2, 1995 (Commission File No. 1-6905).
4.2 $50,000,000 6.48% Series A Senior Notes due March 1, 2011 and *
$50,000,000 Private Shelf Facility dated March 1, 1996 between Ruddick
Corporation and The Prudential Insurance Company of America,
incorporated herein by reference to Exhibit 4.1 of the Registrant's
Quarterly Report on Form 10-Q for the quarterly period ended March 31,
1996 (Commission File No. 1-6905). 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).**
</TABLE>
<PAGE> 22
<TABLE>
<CAPTION>
Exhibit No.
(per Item 601 Sequential
of Reg. S-K Description of Exhibit Page No.
- ------------- ---------------------- ----------
<S> <C> <C>
10.3 Resolutions adopted by the Board of Directors of the Registrant and *
the Plan's Administrative Committee with respect to benefits payable under
the Registrant's Supplemental Executive Retirement Plan to Alan T. Dickson
and R. Stuart Dickson, incorporated herein by reference to Exhibit 10.3 of
the Registrant's Annual Report on Form 10-K for the fiscal year ended
September 29, 1991 (Commission File No. 1-6905).**
10.4 Deferred Compensation Plan for Key Employees of Ruddick Corporation *
and subsidiaries, as amended and restated, incorporated herein by
reference to Exhibit 10.5 of the Registrant's Annual Report on Form 10-K
for the fiscal year ended September 30, 1990 (Commission File No.
1-6905).**
10.5 1982 Incentive Stock Option Plan, incorporated herein by reference *
to Exhibit 10.5 of the Registrant's Annual Report on Form 10-K for the
year ended October 2, 1994 (Commission File No. 1-6905).**
10.6 1988 Incentive Stock Option Plan, incorporated herein by reference *
to Exhibit 10.6 of the Registrant's Annual Report on Form 10-K for the
year ended October 2, 1994 (Commission File No. 1-6905).**
10.7 Ruddick Corporation Incentive Stock Option Agreement between the
Registrant and Thomas W. Dickson dated November 12, 1992.**
10.8 Ruddick Corporation Incentive Stock Option Agreement between the
Registrant and Fred A. Jackson dated November 12, 1992.**
10.9 Ruddick Corporation Incentive Stock Option Agreement between the
Registrant and John W. Copeland dated November 18, 1993.**
10.10 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).**
10.11 Ruddick Corporation Incentive Stock Option Agreement between the
Registrant and Thomas W. Dickson dated November 18, 1993.**
</TABLE>
<PAGE> 23
<TABLE>
<CAPTION>
Exhibit No.
(per Item 601 Sequential
of Reg. S-K Description of Exhibit Page No.
- ------------- ---------------------- ----------
<S> <C>
10.12 Ruddick Corporation Incentive Stock Option Agreement between the
Registrant and Thomas W. Dickson dated November 15, 1995.**
10.13 Ruddick Corporation Incentive Stock Option Agreement between the
Registrant and Fred A. Jackson dated November 18, 1993.**
10.14 Ruddick Corporation Incentive Stock Option Agreement between the
Registrant and Fred A. Jackson dated November 15, 1995.**
10.15 Ruddick Corporation Incentive Stock Option Agreement between the
Registrant and Edward S. Dunn, Jr. dated November 15, 1995.**
10.16 Ruddick Corporation Incentive Stock Option Agreement between the
Registrant and R. N. Brigden dated November 15, 1995.**
10.17 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).**
10.18 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).**
10.19 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).
10.20 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).**
</TABLE>
<PAGE> 24
<TABLE>
<CAPTION>
Exhibit No.
(per Item 601 Sequential
of Reg. S-K Description of Exhibit Page No.
- ------------- ---------------------- ----------
<S> <C> <C>
10.21 Ruddick Corporation 1995 Comprehensive Stock Option Plan, *
incorporated herein by reference to Exhibit 10.1 of the Registrant's
Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1996
(Commission File No. 1-6905).**
10.22 Ruddick Corporation Nonstatutory Stock Option Agreement Between the *
Registrant and Thomas M. Belk, incorporated herein by reference to Exhibit
10.2 of the Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1996 (Commission File No. 1-6905).**
10.23 Ruddick Corporation Nonstatutory Stock Option Agreement Between the *
Registrant and Edwin B. Borden, Jr., incorporated herein by reference to
Exhibit 10.3 of the Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1996 (Commission File No. 1-6905).**
10.24 Ruddick Corporation Nonstatutory Stock Option Agreement Between the *
Registrant and Beverly F. Dolan, incorporated herein by reference to
Exhibit 10.4 of the Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1996 (Commission File No. 1-6905).**
10.25 Ruddick Corporation Nonstatutory Stock Option Agreement Between the *
Registrant and Roddey Dowd, Sr., incorporated herein by reference to
Exhibit 10.5 of the Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1996 (Commission File No. 1-6905).**
10.26 Ruddick Corporation Nonstatutory Stock Option Agreement Between the *
Registrant and James E.S. Hynes, incorporated herein by reference to
Exhibit 10.6 of the Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1996 (Commission File No. 1-6905).**
10.27 Ruddick Corporation Nonstatutory Stock Option Agreement Between the *
Registrant and Hugh L. McColl, Jr., incorporated herein by reference to
Exhibit 10.7 of the Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1996 (Commission File No. 1-6905).**
</TABLE>
<PAGE> 25
<TABLE>
<CAPTION>
Exhibit No.
(per Item 601 Sequential
of Reg. S-K Description of Exhibit Page No.
- ------------- ---------------------- -----------
<S> <C> <C>
10.28 Ruddick Corporation Nonstatutory Stock Option Agreement Between the *
Registrant and E. Craig Wall, Jr., incorporated herein by reference to
Exhibit 10.8 of the Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1996 (Commission File No. 1-6905).**
11 Statement Regarding the Computation of Per Share Earnings.
13 Ruddick Corporation 1996 Annual Report to Shareholders (consolidated
financial statements on pages 19 to 32 and sections headed "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
(pages 14 to 18) and "Eleven-Year Financial and Operating Summary" (pages
12 to 13) only).
21 List of Subsidiaries of the Registrant.
23 Consent of Independent Public Accountants.
27 Financial Data Schedule.
</TABLE>
- ----------------------
* 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 most 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. Except for a limited number of senior management persons at
Harris Teeter, for whom incentive pay is based on pre-tax earnings, as adjusted
for Harris Teeter, as a percentage of beginning capital employed, the salaried
personnel at Harris Teeter, Inc. are paid an incentive based on operating
profit as a percentage of sales. 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 10.7
RUDDICK CORPORATION
INCENTIVE STOCK OPTION AGREEMENT
Pursuant to
1988 INCENTIVE STOCK OPTION PLAN
THIS AGREEMENT, made and entered into as of the 12th day of November,
1992, by and between Ruddick Corporation, a North Carolina corporation (the
"Corporation") and
THOMAS W. DICKSON
- ----------------------------------------------------------------------------
of AMERICAN & EFIRD, INC. (the "Optionee").
------------------------------------------------------
WHEREAS, the Corporation has adopted the Ruddick Corporation 1988
Incentive Stock Option Plan (the "Plan"); and
WHEREAS, Optionee is now in the employment of the Corporation or one of
its subsidiaries as a key employee and the Corporation desires to grant
Optionee and option pursuant to the Plan;
NOW, THEREFORE, the Corporation and Optionee agree as follows:
1. Subject to the terms and conditions set forth herein and in the
Plan, the Corporation grants to Optionee, during the seven-year period
commencing on the date of this Agreement and ending on the date which is seven
years thereafter (hereinafter called the "Option Period"), the option to
purchase from the Corporation, from time to time, as herein more specifically
stated, at a price of $18.31 per share, up to but not exceeding in the
aggregate 4,000 shares of the Corporation's Common Stock, which option may be
exercised as follows:
(a) The aggregate number of shares optioned shall be
divided into five (5) equal installments and one such installment
shall be allotted to each year commencing on the first anniversary
of the Option Period and on each of the next four anniversary dates
thereof which are included in the Option Period, and the option
granted shall become exercisable with respect to the installment
allotted to each such year, in whole or in part (subject to
subsection (e) below), at any time and from time to time, commencing
with the first day of such year and prior to the expiration of the
Option Period.
(b) To the extent not exercised, installments shall accumulate
and be exercisable by the Optionee, in whole or in part (subject to
subsection (e) below), in any subsequent year included in the Option
Period but not later than the expiration of the Option Period.
<PAGE> 2
(c) In the event of either (i) the optionee's death or (ii)
the Optionee's retirement with the consent of the Corporation or one
of its subsidiaries, the option granted hereby shall become immediately
exercisable in full (notwithstanding anything contained in this Section
1 to the contrary) and shall remain exercisable until exercised or
terminated in accordance with Section 3(c) or 3(d) hereof.
(d) Except as provided in Sections 3 and 6 hereof, no Option
may be exercised prior to one year after the date it is granted.
(e) Notwithstanding the foregoing, in no event may an Option
be exercised at any one time to purchase less than 200 shares of the
Corporation's Common Stock.
2. The option hereby granted shall be exercised by Optionee
delivering to the Secretary of the Corporation, from time to time, on any
business day, written notice specifying the whole number of shares Optionee
then desires to purchase. Payment in full of the option price of such shares
must be made at the time the option is exercised. Payment may be made in cash
or by certified or official bank check payable to the order of the Corporation
for an amount in U.S. dollars equal to the option price of such shares.
Payment may also be made in shares of Common Stock of the Corporation previously
held by Optionee or by combining cash and shares previously held. Payment in
shares may be made with shares received upon the exercise or partial exercise
of the option hereby granted, 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 Optionee.
3. The option hereby granted shall terminate and be of no force
or effect upon the happening of the first of the following events:
(a) The expiration of the Option Period;
(b) Termination of Optionee's employment, except in case of
Optionee's death or retirement with the consent of the Corporation or
one of its subsidiaries;
(c) The expiration of three months after the date of
Optionee's retirement with the consent of the Corporation or one of its
subsidiaries; and
(d) The expiration of twelve months after the date of death of
Optionee.
Retirement by Optionee in accordance with the provisions of any
retirement plan of the Corporation at the normal retirement date under such
retirement plan, or if such date is not so determinable, then at or after the
attainment of age 65 by
2
<PAGE> 3
Optionee, shall constitute a retirement with the consent of the Corporation for
the purposes of this Agreement. Subject to the provisions of Section 8 hereof,
the chief executive officer of the Corporation (the "CEO") shall have absolute
and uncontrolled discretion to determine whether any other termination of
Optionee's employment is to be considered as retirement with the consent of the
Corporation for the purposes of this Agreement and whether an authorized leave
of absence or absence on military or government service or otherwise shall
constitute a termination of employment for the purposes of this Agreement.
4. Whenever the word "Optionee" is used in any provision of this
Agreement under circumstances where the provision should logically be construed
to apply to the estate, personal representative, or beneficiary to whom this
option may be transferred by will or by the laws of descent and distribution,
it shall be deemed to include such person.
5. Optionee shall not be deemed for any purpose to be a
shareholder of the Corporation with respect to any shares as to which this
option shall not have been exercised and payment made as herein provided and a
stock certificate for such shares actually issued to Optionee. No adjustment
will be made for dividends or other rights for which the record date is prior
to the date of such issuance.
6. In addition to and notwithstanding anything to the contrary
contained in the Plan, 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 the
Corporation 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 of the Plan, 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 herein or in the Plan 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 Plan with respect
thereto not inconsistent with this paragraph.
3
<PAGE> 4
The existence of this option shall not affect in any way the right or
power of the Corporation or its shareholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes in the
Corporation's capital structure or its business, or any merger or consolidation
of the Corporation, or any issue of bonds, debentures, preferred or prior
preference stocks ahead of or convertible into, or otherwise affecting the
Common Stock or the rights thereof, or the dissolution or liquidation of the
Corporation, or any sale or transfer of all or any part of its assets or
business, or any other corporation act or proceeding, whether of a similar
character or otherwise.
7. Anything in this Agreement to the contrary notwithstanding,
if, at any time specified herein for the issue of shares to Optionee, any law,
or any regulation or requirement of the Securities and Exchange Commission or
any other governmental authority having jurisdiction in the premises, shall
require either the Corporation or Optionee to take any action in connection
with the shares then to be issued, the issue of such shares shall be deferred
until such action shall have been taken; the Corporation shall be under no
obligation to take such action; and the Corporation shall have no liability
whatsoever as a result of the non-issuance of such shares, except to refund to
the Optionee any consideration tendered in respect of the exercise price.
8. Any dispute or disagreement which shall arise under, or as a
result of, or pursuant to, this Agreement shall be determined by the CEO in his
absolute and uncontrolled discretion; provided, however, that the Committee
shall have the right, in its absolute and uncontrolled discretion, to overrule
or modify any determination or interpretation made by the CEO pursuant to this
Agreement, and in such an event the determinations or interpretations by the
Committee shall be final, binding, and conclusive on all persons affected
thereby.
9. Any notice which either party hereto may be required or
permitted to give to the other shall be in writing, and may be delivered
personally or by mail, postage prepaid, addressed as follows: to the Secretary
of the Corporation, at 2000 Two First Union Center, Charlotte, North Carolina
28282, or at such other address as the Corporation, by notice to Optionee, may
designate in writing from time to time; to Optionee, at Optionee's address as
shown on the records of the Corporation, or at such other address as Optionee,
by notice to the Corporation, may designate in writing from time to time.
10. Shares of Common Stock issued pursuant to the exercise of this
option will be issued only in the name of Optionee and may not be transferred
into the name of any agent of or nominee for Optionee until such time as a
disposition of such shares would satisfy the holding period requirements of
Section 42A(a)(1) of the Internal Revenue Code of 1986, as amended.
4
<PAGE> 5
11. This Agreement is subject to the terms and conditions contained
in the Plan, a copy of which is attached hereto and incorporated herein by
reference. All capitalized terms used but not defined herein shall have the
same meaning as set forth in Section 1 of the Plan, unless the context clearly
indicates otherwise.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized officer, and Optionee has hereunto set
Optionee's hand and seal, all on the day and year first above written.
RUDDICK CORPORATION
Attest: By: /s/ R.N. Brigden
-------------------------------------
Title: Vice President - Finance
/s/ D.B. Williford
- -----------------------------------
Title: Secretary
(Corporate Seal)
OPTIONEE:
/s/ T.W. Dickson (SEAL)
----------------------------------
5
<PAGE> 1
EXHIBIT 10.8
RUDDICK CORPORATION
INCENTIVE STOCK OPTION AGREEMENT
Pursuant to
1988 INCENTIVE STOCK OPTION PLAN
THIS AGREEMENT, made and entered into as of the 12th day of November,
1992, by and between Ruddick Corporation, a North Carolina corporation (the
"Corporation") and
FRED A. JACKSON
- ----------------------------------------------------------------------------
of AMERICAN & EFIRD, INC. (the "Optionee").
------------------------------------------------------
WHEREAS, the Corporation has adopted the Ruddick Corporation 1988
Incentive Stock Option Plan (the "Plan"); and
WHEREAS, Optionee is now in the employment of the Corporation or one of
its subsidiaries as a key employee and the Corporation desires to grant
Optionee and option pursuant to the Plan;
NOW, THEREFORE, the Corporation and Optionee agree as follows:
1. Subject to the terms and conditions set forth herein and in the
Plan, the Corporation grants to Optionee, during the seven-year period
commencing on the date of this Agreement and ending on the date which is seven
years thereafter (hereinafter called the "Option Period"), the option to
purchase from the Corporation, from time to time, as herein more specifically
stated, at a price of $18.31 per share, up to but not exceeding in the
aggregate 2,000 shares of the Corporation's Common Stock, which option may be
exercised as follows:
(a) The aggregate number of shares optioned shall be
divided into five (5) equal installments and one such installment
shall be allotted to each year commencing on the first anniversary
of the Option Period and on each of the next four anniversary dates
thereof which are included in the Option Period, and the option
granted shall become exercisable with respect to the installment
allotted to each such year, in whole or in part (subject to
subsection (e) below), at any time and from time to time, commencing
with the first day of such year and prior to the expiration of the
Option Period.
(b) To the extent not exercised, installments shall accumulate
and be exercisable by the Optionee, in whole or in part (subject to
subsection (e) below), in any subsequent year included in the Option
Period but not later than the expiration of the Option Period.
<PAGE> 2
(c) In the event of either (i) the optionee's death or (ii)
the Optionee's retirement with the consent of the Corporation or one
of its subsidiaries, the option granted hereby shall become immediately
exercisable in full (notwithstanding anything contained in this Section
1 to the contrary) and shall remain exercisable until exercised or
terminated in accordance with Section 3(c) or 3(d) hereof.
(d) Except as provided in Sections 3 and 6 hereof, no Option
may be exercised prior to one year after the date it is granted.
(e) Notwithstanding the foregoing, in no event may an Option
be exercised at any one time to purchase less than 200 shares of the
Corporation's Common Stock.
2. The option hereby granted shall be exercised by Optionee
delivering to the Secretary of the Corporation, from time to time, on any
business day, written notice specifying the whole number of shares Optionee
then desires to purchase. Payment in full of the option price of such shares
must be made at the time the option is exercised. Payment may be made in cash
or by certified or official bank check payable to the order of the Corporation
for an amount in U.S. dollars equal to the option price of such shares.
Payment may also be made in shares of Common Stock of the Corporation previously
held by Optionee or by combining cash and shares previously held. Payment in
shares may be made with shares received upon the exercise or partial exercise
of the option hereby granted, 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 Optionee.
3. The option hereby granted shall terminate and be of no force
or effect upon the happening of the first of the following events:
(a) The expiration of the Option Period;
(b) Termination of Optionee's employment, except in case of
Optionee's death or retirement with the consent of the Corporation or
one of its subsidiaries;
(c) The expiration of three months after the date of
Optionee's retirement with the consent of the Corporation or one of its
subsidiaries; and
(d) The expiration of twelve months after the date of death of
Optionee.
Retirement by Optionee in accordance with the provisions of any
retirement plan of the Corporation at the normal retirement date under such
retirement plan, or if such date is not so determinable, then at or after the
attainment of age 65 by
2
<PAGE> 3
Optionee, shall constitute a retirement with the consent of the Corporation for
the purposes of this Agreement. Subject to the provisions of Section 8 hereof,
the chief executive officer of the Corporation (the "CEO") shall have absolute
and uncontrolled discretion to determine whether any other termination of
Optionee's employment is to be considered as retirement with the consent of the
Corporation for the purposes of this Agreement and whether an authorized leave
of absence or absence on military or government service or otherwise shall
constitute a termination of employment for the purposes of this Agreement.
4. Whenever the word "Optionee" is used in any provision of this
Agreement under circumstances where the provision should logically be construed
to apply to the estate, personal representative, or beneficiary to whom this
option may be transferred by will or by the laws of descent and distribution,
it shall be deemed to include such person.
5. Optionee shall not be deemed for any purpose to be a
shareholder of the Corporation with respect to any shares as to which this
option shall not have been exercised and payment made as herein provided and a
stock certificate for such shares actually issued to Optionee. No adjustment
will be made for dividends or other rights for which the record date is prior
to the date of such issuance.
6. In addition to and notwithstanding anything to the contrary
contained in the Plan, 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 the
Corporation 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 of the Plan, 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 herein or in the Plan 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 Plan with respect
thereto not inconsistent with this paragraph.
3
<PAGE> 4
The existence of this option shall not affect in any way the right or
power of the Corporation or its shareholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes in the
Corporation's capital structure or its business, or any merger or consolidation
of the Corporation, or any issue of bonds, debentures, preferred or prior
preference stocks ahead of or convertible into, or otherwise affecting the
Common Stock or the rights thereof, or the dissolution or liquidation of the
Corporation, or any sale or transfer of all or any part of its assets or
business, or any other corporation act or proceeding, whether of a similar
character or otherwise.
7. Anything in this Agreement to the contrary notwithstanding,
if, at any time specified herein for the issue of shares to Optionee, any law,
or any regulation or requirement of the Securities and Exchange Commission or
any other governmental authority having jurisdiction in the premises, shall
require either the Corporation or Optionee to take any action in connection
with the shares then to be issued, the issue of such shares shall be deferred
until such action shall have been taken; the Corporation shall be under no
obligation to take such action; and the Corporation shall have no liability
whatsoever as a result of the non-issuance of such shares, except to refund to
the Optionee any consideration tendered in respect of the exercise price.
8. Any dispute or disagreement which shall arise under, or as a
result of, or pursuant to, this Agreement shall be determined by the CEO in his
absolute and uncontrolled discretion; provided, however, that the Committee
shall have the right, in its absolute and uncontrolled discretion, to overrule
or modify any determination or interpretation made by the CEO pursuant to this
Agreement, and in such an event the determinations or interpretations by the
Committee shall be final, binding, and conclusive on all persons affected
thereby.
9. Any notice which either party hereto may be required or
permitted to give to the other shall be in writing, and may be delivered
personally or by mail, postage prepaid, addressed as follows: to the Secretary
of the Corporation, at 2000 Two First Union Center, Charlotte, North Carolina
28282, or at such other address as the Corporation, by notice to Optionee, may
designate in writing from time to time; to Optionee, at Optionee's address as
shown on the records of the Corporation, or at such other address as Optionee,
by notice to the Corporation, may designate in writing from time to time.
10. Shares of Common Stock issued pursuant to the exercise of this
option will be issued only in the name of Optionee and may not be transferred
into the name of any agent of or nominee for Optionee until such time as a
disposition of such shares would satisfy the holding period requirements of
Section 42A(a)(1) of the Internal Revenue Code of 1986, as amended.
4
<PAGE> 5
11. This Agreement is subject to the terms and conditions contained
in the Plan, a copy of which is attached hereto and incorporated herein by
reference. All capitalized terms used but not defined herein shall have the
same meaning as set forth in Section 1 of the Plan, unless the context clearly
indicates otherwise.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized officer, and Optionee has hereunto set
Optionee's hand and seal, all on the day and year first above written.
RUDDICK CORPORATION
Attest: By: /s/ R.N. Brigden
-------------------------------------
Title: Vice President - Finance
/s/ D.B. Williford
- -----------------------------------
Title: Secretary
(Corporate Seal)
OPTIONEE:
/s/ Fred A. Jackson (SEAL)
----------------------------------
5
<PAGE> 1
EXHIBIT 10.9
RUDDICK CORPORATION
INCENTIVE STOCK OPTION AGREEMENT
Pursuant to
1988 INCENTIVE STOCK OPTION PLAN
THIS AGREEMENT, made and entered into as of the 18th day of November,
1993, by and between Ruddick Corporation, a North Carolina corporation (the
"Corporation") and
JOHN W. COPELAND
- ----------------------------------------------------------------------------
of RUDDICK CORPORATION (the "Optionee").
------------------------------------------------------
WHEREAS, the Corporation has adopted the Ruddick Corporation 1988
Incentive Stock Option Plan (the "Plan"); and
WHEREAS, Optionee is now in the employment of the Corporation or one of
its subsidiaries as a key employee and the Corporation desires to grant
Optionee and option pursuant to the Plan;
NOW, THEREFORE, the Corporation and Optionee agree as follows:
1. Subject to the terms and conditions set forth herein and in the
Plan, the Corporation grants to Optionee, during the seven-year period
commencing on the date of this Agreement and ending on the date which is seven
years thereafter (hereinafter called the "Option Period"), the option to
purchase from the Corporation, from time to time, as herein more specifically
stated, at a price of $22.6875 per share, up to but not exceeding in the
aggregate 20,000 shares of the Corporation's Common Stock, which option may be
exercised as follows:
(a) The aggregate number of shares optioned shall be
divided into five (5) equal installments and one such installment
shall be allotted to each year commencing on the first anniversary
of the Option Period and on each of the next four anniversary dates
thereof which are included in the Option Period, and the option
granted shall become exercisable with respect to the installment
allotted to each such year, in whole or in part (subject to
subsection (e) below), at any time and from time to time, commencing
with the first day of such year and prior to the expiration of the
Option Period.
(b) To the extent not exercised, installments shall accumulate
and be exercisable by the Optionee, in whole or in part (subject to
subsection (e) below), in any subsequent year included in the Option
Period but not later than the expiration of the Option Period.
<PAGE> 2
(c) In the event of either (i) the optionee's death or (ii)
the Optionee's retirement with the consent of the Corporation or one
of its subsidiaries, the option granted hereby shall become immediately
exercisable in full (notwithstanding anything contained in this Section
1 to the contrary) and shall remain exercisable until exercised or
terminated in accordance with Section 3(c) or 3(d) hereof.
(d) Except as provided in Sections 3 and 6 hereof, no Option
may be exercised prior to one year after the date it is granted.
(e) Notwithstanding the foregoing, in no event may an Option
be exercised at any one time to purchase less than 200 shares of the
Corporation's Common Stock.
2. The option hereby granted shall be exercised by Optionee
delivering to the Secretary of the Corporation, from time to time, on any
business day, written notice specifying the whole number of shares Optionee
then desires to purchase. Payment in full of the option price of such shares
must be made at the time the option is exercised. Payment may be made in cash
or by certified or official bank check payable to the order of the Corporation
for an amount in U.S. dollars equal to the option price of such shares.
Payment may also be made in shares of Common Stock of the Corporation previously
held by Optionee or by combining cash and shares previously held. Payment in
shares may be made with shares received upon the exercise or partial exercise
of the option hereby granted, 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 Optionee.
3. The option hereby granted shall terminate and be of no force
or effect upon the happening of the first of the following events:
(a) The expiration of the Option Period;
(b) Termination of Optionee's employment, except in case of
Optionee's death or retirement with the consent of the Corporation or
one of its subsidiaries;
(c) The expiration of three months after the date of
Optionee's retirement with the consent of the Corporation or one of its
subsidiaries; and
(d) The expiration of twelve months after the date of death of
Optionee.
Retirement by Optionee in accordance with the provisions of any
retirement plan of the Corporation at the normal retirement date under such
retirement plan, or if such date is not so determinable, then at or after the
attainment of age 65 by
2
<PAGE> 3
Optionee, shall constitute a retirement with the consent of the Corporation for
the purposes of this Agreement. Subject to the provisions of Section 8 hereof,
the chief executive officer of the Corporation (the "CEO") shall have absolute
and uncontrolled discretion to determine whether any other termination of
Optionee's employment is to be considered as retirement with the consent of the
Corporation for the purposes of this Agreement and whether an authorized leave
of absence or absence on military or government service or otherwise shall
constitute a termination of employment for the purposes of this Agreement.
4. Whenever the word "Optionee" is used in any provision of this
Agreement under circumstances where the provision should logically be construed
to apply to the estate, personal representative, or beneficiary to whom this
option may be transferred by will or by the laws of descent and distribution,
it shall be deemed to include such person.
5. Optionee shall not be deemed for any purpose to be a
shareholder of the Corporation with respect to any shares as to which this
option shall not have been exercised and payment made as herein provided and a
stock certificate for such shares actually issued to Optionee. No adjustment
will be made for dividends or other rights for which the record date is prior
to the date of such issuance.
6. In addition to and notwithstanding anything to the contrary
contained in the Plan, 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 the
Corporation 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 of the Plan, 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 herein or in the Plan 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 Plan with respect
thereto not inconsistent with this paragraph.
3
<PAGE> 4
The existence of this option shall not affect in any way the right or
power of the Corporation or its shareholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes in the
Corporation's capital structure or its business, or any merger or consolidation
of the Corporation, or any issue of bonds, debentures, preferred or prior
preference stocks ahead of or convertible into, or otherwise affecting the
Common Stock or the rights thereof, or the dissolution or liquidation of the
Corporation, or any sale or transfer of all or any part of its assets or
business, or any other corporation act or proceeding, whether of a similar
character or otherwise.
7. Anything in this Agreement to the contrary notwithstanding,
if, at any time specified herein for the issue of shares to Optionee, any law,
or any regulation or requirement of the Securities and Exchange Commission or
any other governmental authority having jurisdiction in the premises, shall
require either the Corporation or Optionee to take any action in connection
with the shares then to be issued, the issue of such shares shall be deferred
until such action shall have been taken; the Corporation shall be under no
obligation to take such action; and the Corporation shall have no liability
whatsoever as a result of the non-issuance of such shares, except to refund to
the Optionee any consideration tendered in respect of the exercise price.
8. Any dispute or disagreement which shall arise under, or as a
result of, or pursuant to, this Agreement shall be determined by the CEO in his
absolute and uncontrolled discretion; provided, however, that the Committee
shall have the right, in its absolute and uncontrolled discretion, to overrule
or modify any determination or interpretation made by the CEO pursuant to this
Agreement, and in such an event the determinations or interpretations by the
Committee shall be final, binding, and conclusive on all persons affected
thereby.
9. Any notice which either party hereto may be required or
permitted to give to the other shall be in writing, and may be delivered
personally or by mail, postage prepaid, addressed as follows: to the Secretary
of the Corporation, at 2000 Two First Union Center, Charlotte, North Carolina
28282, or at such other address as the Corporation, by notice to Optionee, may
designate in writing from time to time; to Optionee, at Optionee's address as
shown on the records of the Corporation, or at such other address as Optionee,
by notice to the Corporation, may designate in writing from time to time.
10. Shares of Common Stock issued pursuant to the exercise of this
option will be issued only in the name of Optionee and may not be transferred
into the name of any agent of or nominee for Optionee until such time as a
disposition of such shares would satisfy the holding period requirements of
Section 42A(a)(1) of the Internal Revenue Code of 1986, as amended.
4
<PAGE> 5
11. This Agreement is subject to the terms and conditions contained
in the Plan, a copy of which is attached hereto and incorporated herein by
reference. All capitalized terms used but not defined herein shall have the
same meaning as set forth in Section 1 of the Plan, unless the context clearly
indicates otherwise.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized officer, and Optionee has hereunto set
Optionee's hand and seal, all on the day and year first above written.
RUDDICK CORPORATION
Attest: By: /s/ R.N. Brigden
-------------------------------------
Title: Vice President - Finance
/s/ D.B. Williford
- -----------------------------------
Title: Secretary
(Corporate Seal)
OPTIONEE:
/s/ John W. Copeland (SEAL)
----------------------------------
5
<PAGE> 1
EXHIBIT 10.11
RUDDICK CORPORATION
INCENTIVE STOCK OPTION AGREEMENT
Pursuant to
1993 INCENTIVE STOCK OPTION PLAN
THIS AGREEMENT, made and entered into as of the 18th day of November,
1993, by and between Ruddick Corporation, a North Carolina corporation (the
"Corporation") and
THOMAS W. DICKSON
- ----------------------------------------------------------------------------
of AMERICAN & EFIRD, INC. (the "Optionee").
------------------------------------------------------
WHEREAS, the Corporation has adopted the Ruddick Corporation 1988
Incentive Stock Option Plan (the "Plan"); and
WHEREAS, Optionee is now in the employment of the Corporation or one of
its subsidiaries as a key employee and the Corporation desires to grant
Optionee and option pursuant to the Plan;
NOW, THEREFORE, the Corporation and Optionee agree as follows:
1. Subject to the terms and conditions set forth herein and in the
Plan, the Corporation grants to Optionee, during the seven-year period
commencing on the date of this Agreement and ending on the date which is seven
years thereafter (hereinafter called the "Option Period"), the option to
purchase from the Corporation, from time to time, as herein more specifically
stated, at a price of $22.6875 per share, up to but not exceeding in the
aggregate 6,000 shares of the Corporation's Common Stock, which option may be
exercised as follows:
(a) The aggregate number of shares optioned shall be
divided into five (5) equal installments and one such installment
shall be allotted to each year commencing on the first anniversary
of the Option Period and on each of the next four anniversary dates
thereof which are included in the Option Period, and the option
granted shall become exercisable with respect to the installment
allotted to each such year, in whole or in part (subject to
subsection (e) below), at any time and from time to time, commencing
with the first day of such year and prior to the expiration of the
Option Period.
(b) To the extent not exercised, installments shall accumulate
and be exercisable by the Optionee, in whole or in part (subject to
subsection (e) below), in any subsequent year included in the Option
Period but not later than the expiration of the Option Period.
<PAGE> 2
(c) In the event of either (i) the optionee's death or (ii)
the Optionee's retirement with the consent of the Corporation or one
of its subsidiaries, the option granted hereby shall become immediately
exercisable in full (notwithstanding anything contained in this Section
1 to the contrary) and shall remain exercisable until exercised or
terminated in accordance with Section 3(c) or 3(d) hereof.
(d) Except as provided in Sections 3 and 6 hereof, no Option
may be exercised prior to one year after the date it is granted.
(e) Notwithstanding the foregoing, in no event may an Option
be exercised at any one time to purchase less than 200 shares of the
Corporation's Common Stock.
2. The option hereby granted shall be exercised by Optionee
delivering to the Secretary of the Corporation, from time to time, on any
business day, written notice specifying the whole number of shares Optionee
then desires to purchase. Payment in full of the option price of such shares
must be made at the time the option is exercised. Payment may be made in cash
or by certified or official bank check payable to the order of the Corporation
for an amount in U.S. dollars equal to the option price of such shares.
Payment may also be made in shares of Common Stock of the Corporation previously
held by Optionee or by combining cash and shares previously held. Payment in
shares may be made with shares received upon the exercise or partial exercise
of the option hereby granted, 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 Optionee.
3. The option hereby granted shall terminate and be of no force
or effect upon the happening of the first of the following events:
(a) The expiration of the Option Period;
(b) Termination of Optionee's employment, except in case of
Optionee's death or retirement with the consent of the Corporation or
one of its subsidiaries;
(c) The expiration of three months after the date of
Optionee's retirement with the consent of the Corporation or one of its
subsidiaries; and
(d) The expiration of twelve months after the date of death of
Optionee.
Retirement by Optionee in accordance with the provisions of any
retirement plan of the Corporation at the normal retirement date under such
retirement plan, or if such date is not so determinable, then at or after the
attainment of age 65 by
2
<PAGE> 3
Optionee, shall constitute a retirement with the consent of the Corporation for
the purposes of this Agreement. Subject to the provisions of Section 8 hereof,
the chief executive officer of the Corporation (the "CEO") shall have absolute
and uncontrolled discretion to determine whether any other termination of
Optionee's employment is to be considered as retirement with the consent of the
Corporation for the purposes of this Agreement and whether an authorized leave
of absence or absence on military or government service or otherwise shall
constitute a termination of employment for the purposes of this Agreement.
4. Whenever the word "Optionee" is used in any provision of this
Agreement under circumstances where the provision should logically be construed
to apply to the estate, personal representative, or beneficiary to whom this
option may be transferred by will or by the laws of descent and distribution,
it shall be deemed to include such person.
5. Optionee shall not be deemed for any purpose to be a
shareholder of the Corporation with respect to any shares as to which this
option shall not have been exercised and payment made as herein provided and a
stock certificate for such shares actually issued to Optionee. No adjustment
will be made for dividends or other rights for which the record date is prior
to the date of such issuance.
6. In addition to and notwithstanding anything to the contrary
contained in the Plan, 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 the
Corporation 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 of the Plan, 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 herein or in the Plan 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 Plan with respect
thereto not inconsistent with this paragraph.
3
<PAGE> 4
The existence of this option shall not affect in any way the right or
power of the Corporation or its shareholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes in the
Corporation's capital structure or its business, or any merger or consolidation
of the Corporation, or any issue of bonds, debentures, preferred or prior
preference stocks ahead of or convertible into, or otherwise affecting the
Common Stock or the rights thereof, or the dissolution or liquidation of the
Corporation, or any sale or transfer of all or any part of its assets or
business, or any other corporation act or proceeding, whether of a similar
character or otherwise.
7. Anything in this Agreement to the contrary notwithstanding,
if, at any time specified herein for the issue of shares to Optionee, any law,
or any regulation or requirement of the Securities and Exchange Commission or
any other governmental authority having jurisdiction in the premises, shall
require either the Corporation or Optionee to take any action in connection
with the shares then to be issued, the issue of such shares shall be deferred
until such action shall have been taken; the Corporation shall be under no
obligation to take such action; and the Corporation shall have no liability
whatsoever as a result of the non-issuance of such shares, except to refund to
the Optionee any consideration tendered in respect of the exercise price.
8. Any dispute or disagreement which shall arise under, or as a
result of, or pursuant to, this Agreement shall be determined by the CEO in his
absolute and uncontrolled discretion; provided, however, that the Committee
shall have the right, in its absolute and uncontrolled discretion, to overrule
or modify any determination or interpretation made by the CEO pursuant to this
Agreement, and in such an event the determinations or interpretations by the
Committee shall be final, binding, and conclusive on all persons affected
thereby.
9. Any notice which either party hereto may be required or
permitted to give to the other shall be in writing, and may be delivered
personally or by mail, postage prepaid, addressed as follows: to the Secretary
of the Corporation, at 2000 Two First Union Center, Charlotte, North Carolina
28282, or at such other address as the Corporation, by notice to Optionee, may
designate in writing from time to time; to Optionee, at Optionee's address as
shown on the records of the Corporation, or at such other address as Optionee,
by notice to the Corporation, may designate in writing from time to time.
10. Shares of Common Stock issued pursuant to the exercise of this
option will be issued only in the name of Optionee and may not be transferred
into the name of any agent of or nominee for Optionee until such time as a
disposition of such shares would satisfy the holding period requirements of
Section 42A(a)(1) of the Internal Revenue Code of 1986, as amended.
4
<PAGE> 5
11. This Agreement is subject to the terms and conditions contained
in the Plan, a copy of which is attached hereto and incorporated herein by
reference. All capitalized terms used but not defined herein shall have the
same meaning as set forth in Section 1 of the Plan, unless the context clearly
indicates otherwise.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized officer, and Optionee has hereunto set
Optionee's hand and seal, all on the day and year first above written.
RUDDICK CORPORATION
Attest: By: /s/ R.N. Brigden
-------------------------------------
Title: Vice President - Finance
/s/ D.B. Williford
- -----------------------------------
Title: Secretary
(Corporate Seal)
OPTIONEE:
/s/ T.W. Dickson (SEAL)
----------------------------------
5
<PAGE> 1
EXHIBIT 10.12
RUDDICK CORPORATION
INCENTIVE STOCK OPTION AGREEMENT
Pursuant to
1993 INCENTIVE STOCK OPTION PLAN
THIS AGREEMENT, made and entered into as of the 15th day of November,
1995, by and between Ruddick Corporation, a North Carolina corporation (the
"Corporation") and
THOMAS W. DICKSON
- ----------------------------------------------------------------------------
of AMERICAN & EFIRD, INC. (the "Optionee").
------------------------------------------------------
WHEREAS, the Corporation has adopted the Ruddick Corporation 1988
Incentive Stock Option Plan (the "Plan"); and
WHEREAS, Optionee is now in the employment of the Corporation or one of
its subsidiaries as a key employee and the Corporation desires to grant
Optionee and option pursuant to the Plan;
NOW, THEREFORE, the Corporation and Optionee agree as follows:
1. Subject to the terms and conditions set forth herein and in the
Plan, the Corporation grants to Optionee, during the seven-year period
commencing on the date of this Agreement and ending on the date which is seven
years thereafter (hereinafter called the "Option Period"), the option to
purchase from the Corporation, from time to time, as herein more specifically
stated, at a price of $11.4375 per share, up to but not exceeding in the
aggregate 12,000 shares of the Corporation's Common Stock, which option may be
exercised as follows:
(a) The aggregate number of shares optioned shall be
divided into five (5) equal installments and one such installment
shall be allotted to each year commencing on the first anniversary
of the Option Period and on each of the next four anniversary dates
thereof which are included in the Option Period, and the option
granted shall become exercisable with respect to the installment
allotted to each such year, in whole or in part (subject to
subsection (e) below), at any time and from time to time, commencing
with the first day of such year and prior to the expiration of the
Option Period.
(b) To the extent not exercised, installments shall accumulate
and be exercisable by the Optionee, in whole or in part (subject to
subsection (e) below), in any subsequent year included in the Option
Period but not later than the expiration of the Option Period.
<PAGE> 2
(c) In the event of either (i) the optionee's death or (ii)
the Optionee's retirement with the consent of the Corporation or one
of its subsidiaries, the option granted hereby shall become immediately
exercisable in full (notwithstanding anything contained in this Section
1 to the contrary) and shall remain exercisable until exercised or
terminated in accordance with Section 3(c) or 3(d) hereof.
(d) Except as provided in Sections 3 and 6 hereof, no Option
may be exercised prior to one year after the date it is granted.
(e) Notwithstanding the foregoing, in no event may an Option
be exercised at any one time to purchase less than 200 shares of the
Corporation's Common Stock.
2. The option hereby granted shall be exercised by Optionee
delivering to the Secretary of the Corporation, from time to time, on any
business day, written notice specifying the whole number of shares Optionee
then desires to purchase. Payment in full of the option price of such shares
must be made at the time the option is exercised. Payment may be made in cash
or by certified or official bank check payable to the order of the Corporation
for an amount in U.S. dollars equal to the option price of such shares.
Payment may also be made in shares of Common Stock of the Corporation previously
held by Optionee or by combining cash and shares previously held. Payment in
shares may be made with shares received upon the exercise or partial exercise
of the option hereby granted, 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 Optionee.
3. The option hereby granted shall terminate and be of no force
or effect upon the happening of the first of the following events:
(a) The expiration of the Option Period;
(b) Termination of Optionee's employment, except in case of
Optionee's death or retirement with the consent of the Corporation or
one of its subsidiaries;
(c) The expiration of three months after the date of
Optionee's retirement with the consent of the Corporation or one of its
subsidiaries; and
(d) The expiration of twelve months after the date of death of
Optionee.
Retirement by Optionee in accordance with the provisions of any
retirement plan of the Corporation at the normal retirement date under such
retirement plan, or if such date is not so determinable, then at or after the
attainment of age 65 by
2
<PAGE> 3
Optionee, shall constitute a retirement with the consent of the Corporation for
the purposes of this Agreement. Subject to the provisions of Section 8 hereof,
the chief executive officer of the Corporation (the "CEO") shall have absolute
and uncontrolled discretion to determine whether any other termination of
Optionee's employment is to be considered as retirement with the consent of the
Corporation for the purposes of this Agreement and whether an authorized leave
of absence or absence on military or government service or otherwise shall
constitute a termination of employment for the purposes of this Agreement.
4. Whenever the word "Optionee" is used in any provision of this
Agreement under circumstances where the provision should logically be construed
to apply to the estate, personal representative, or beneficiary to whom this
option may be transferred by will or by the laws of descent and distribution,
it shall be deemed to include such person.
5. Optionee shall not be deemed for any purpose to be a
shareholder of the Corporation with respect to any shares as to which this
option shall not have been exercised and payment made as herein provided and a
stock certificate for such shares actually issued to Optionee. No adjustment
will be made for dividends or other rights for which the record date is prior
to the date of such issuance.
6. In addition to and notwithstanding anything to the contrary
contained in the Plan, 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 the
Corporation 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 of the Plan, 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 herein or in the Plan 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 Plan with respect
thereto not inconsistent with this paragraph.
3
<PAGE> 4
The existence of this option shall not affect in any way the right or
power of the Corporation or its shareholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes in the
Corporation's capital structure or its business, or any merger or consolidation
of the Corporation, or any issue of bonds, debentures, preferred or prior
preference stocks ahead of or convertible into, or otherwise affecting the
Common Stock or the rights thereof, or the dissolution or liquidation of the
Corporation, or any sale or transfer of all or any part of its assets or
business, or any other corporation act or proceeding, whether of a similar
character or otherwise.
7. Anything in this Agreement to the contrary notwithstanding,
if, at any time specified herein for the issue of shares to Optionee, any law,
or any regulation or requirement of the Securities and Exchange Commission or
any other governmental authority having jurisdiction in the premises, shall
require either the Corporation or Optionee to take any action in connection
with the shares then to be issued, the issue of such shares shall be deferred
until such action shall have been taken; the Corporation shall be under no
obligation to take such action; and the Corporation shall have no liability
whatsoever as a result of the non-issuance of such shares, except to refund to
the Optionee any consideration tendered in respect of the exercise price.
8. Any dispute or disagreement which shall arise under, or as a
result of, or pursuant to, this Agreement shall be determined by the CEO in his
absolute and uncontrolled discretion; provided, however, that the Committee
shall have the right, in its absolute and uncontrolled discretion, to overrule
or modify any determination or interpretation made by the CEO pursuant to this
Agreement, and in such an event the determinations or interpretations by the
Committee shall be final, binding, and conclusive on all persons affected
thereby.
9. Any notice which either party hereto may be required or
permitted to give to the other shall be in writing, and may be delivered
personally or by mail, postage prepaid, addressed as follows: to the Secretary
of the Corporation, at 2000 Two First Union Center, Charlotte, North Carolina
28282, or at such other address as the Corporation, by notice to Optionee, may
designate in writing from time to time; to Optionee, at Optionee's address as
shown on the records of the Corporation, or at such other address as Optionee,
by notice to the Corporation, may designate in writing from time to time.
10. Shares of Common Stock issued pursuant to the exercise of this
option will be issued only in the name of Optionee and may not be transferred
into the name of any agent of or nominee for Optionee until such time as a
disposition of such shares would satisfy the holding period requirements of
Section 42A(a)(1) of the Internal Revenue Code of 1986, as amended.
4
<PAGE> 5
11. This Agreement is subject to the terms and conditions contained
in the Plan, a copy of which is attached hereto and incorporated herein by
reference. All capitalized terms used but not defined herein shall have the
same meaning as set forth in Section 1 of the Plan, unless the context clearly
indicates otherwise.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized officer, and Optionee has hereunto set
Optionee's hand and seal, all on the day and year first above written.
RUDDICK CORPORATION
Attest: By: /s/ R.N. Brigden
-------------------------------------
Title: Vice President - Finance
/s/ D.B. Williford
- -----------------------------------
Title: Secretary
(Corporate Seal)
OPTIONEE:
/s/ T.W. Dickson (SEAL)
----------------------------------
5
<PAGE> 1
EXHIBIT 10.13
RUDDICK CORPORATION
INCENTIVE STOCK OPTION AGREEMENT
Pursuant to
1993 INCENTIVE STOCK OPTION PLAN
THIS AGREEMENT, made and entered into as of the 18th day of November,
1993, by and between Ruddick Corporation, a North Carolina corporation (the
"Corporation") and
FRED A. JACKSON
- ----------------------------------------------------------------------------
of AMERICAN & EFIRD, INC. (the "Optionee").
------------------------------------------------------
WHEREAS, the Corporation has adopted the Ruddick Corporation 1988
Incentive Stock Option Plan (the "Plan"); and
WHEREAS, Optionee is now in the employment of the Corporation or one of
its subsidiaries as a key employee and the Corporation desires to grant
Optionee and option pursuant to the Plan;
NOW, THEREFORE, the Corporation and Optionee agree as follows:
1. Subject to the terms and conditions set forth herein and in the
Plan, the Corporation grants to Optionee, during the seven-year period
commencing on the date of this Agreement and ending on the date which is seven
years thereafter (hereinafter called the "Option Period"), the option to
purchase from the Corporation, from time to time, as herein more specifically
stated, at a price of $22.6875 per share, up to but not exceeding in the
aggregate 5,000 shares of the Corporation's Common Stock, which option may be
exercised as follows:
(a) The aggregate number of shares optioned shall be
divided into five (5) equal installments and one such installment
shall be allotted to each year commencing on the first anniversary
of the Option Period and on each of the next four anniversary dates
thereof which are included in the Option Period, and the option
granted shall become exercisable with respect to the installment
allotted to each such year, in whole or in part (subject to
subsection (e) below), at any time and from time to time, commencing
with the first day of such year and prior to the expiration of the
Option Period.
(b) To the extent not exercised, installments shall accumulate
and be exercisable by the Optionee, in whole or in part (subject to
subsection (e) below), in any subsequent year included in the Option
Period but not later than the expiration of the Option Period.
<PAGE> 2
(c) In the event of either (i) the optionee's death or (ii)
the Optionee's retirement with the consent of the Corporation or one
of its subsidiaries, the option granted hereby shall become immediately
exercisable in full (notwithstanding anything contained in this Section
1 to the contrary) and shall remain exercisable until exercised or
terminated in accordance with Section 3(c) or 3(d) hereof.
(d) Except as provided in Sections 3 and 6 hereof, no Option
may be exercised prior to one year after the date it is granted.
(e) Notwithstanding the foregoing, in no event may an Option
be exercised at any one time to purchase less than 200 shares of the
Corporation's Common Stock.
2. The option hereby granted shall be exercised by Optionee
delivering to the Secretary of the Corporation, from time to time, on any
business day, written notice specifying the whole number of shares Optionee
then desires to purchase. Payment in full of the option price of such shares
must be made at the time the option is exercised. Payment may be made in cash
or by certified or official bank check payable to the order of the Corporation
for an amount in U.S. dollars equal to the option price of such shares.
Payment may also be made in shares of Common Stock of the Corporation previously
held by Optionee or by combining cash and shares previously held. Payment in
shares may be made with shares received upon the exercise or partial exercise
of the option hereby granted, 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 Optionee.
3. The option hereby granted shall terminate and be of no force
or effect upon the happening of the first of the following events:
(a) The expiration of the Option Period;
(b) Termination of Optionee's employment, except in case of
Optionee's death or retirement with the consent of the Corporation or
one of its subsidiaries;
(c) The expiration of three months after the date of
Optionee's retirement with the consent of the Corporation or one of its
subsidiaries; and
(d) The expiration of twelve months after the date of death of
Optionee.
Retirement by Optionee in accordance with the provisions of any
retirement plan of the Corporation at the normal retirement date under such
retirement plan, or if such date is not so determinable, then at or after the
attainment of age 65 by
2
<PAGE> 3
Optionee, shall constitute a retirement with the consent of the Corporation for
the purposes of this Agreement. Subject to the provisions of Section 8 hereof,
the chief executive officer of the Corporation (the "CEO") shall have absolute
and uncontrolled discretion to determine whether any other termination of
Optionee's employment is to be considered as retirement with the consent of the
Corporation for the purposes of this Agreement and whether an authorized leave
of absence or absence on military or government service or otherwise shall
constitute a termination of employment for the purposes of this Agreement.
4. Whenever the word "Optionee" is used in any provision of this
Agreement under circumstances where the provision should logically be construed
to apply to the estate, personal representative, or beneficiary to whom this
option may be transferred by will or by the laws of descent and distribution,
it shall be deemed to include such person.
5. Optionee shall not be deemed for any purpose to be a
shareholder of the Corporation with respect to any shares as to which this
option shall not have been exercised and payment made as herein provided and a
stock certificate for such shares actually issued to Optionee. No adjustment
will be made for dividends or other rights for which the record date is prior
to the date of such issuance.
6. In addition to and notwithstanding anything to the contrary
contained in the Plan, 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 the
Corporation 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 of the Plan, 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 herein or in the Plan 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 Plan with respect
thereto not inconsistent with this paragraph.
3
<PAGE> 4
The existence of this option shall not affect in any way the right or
power of the Corporation or its shareholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes in the
Corporation's capital structure or its business, or any merger or consolidation
of the Corporation, or any issue of bonds, debentures, preferred or prior
preference stocks ahead of or convertible into, or otherwise affecting the
Common Stock or the rights thereof, or the dissolution or liquidation of the
Corporation, or any sale or transfer of all or any part of its assets or
business, or any other corporation act or proceeding, whether of a similar
character or otherwise.
7. Anything in this Agreement to the contrary notwithstanding,
if, at any time specified herein for the issue of shares to Optionee, any law,
or any regulation or requirement of the Securities and Exchange Commission or
any other governmental authority having jurisdiction in the premises, shall
require either the Corporation or Optionee to take any action in connection
with the shares then to be issued, the issue of such shares shall be deferred
until such action shall have been taken; the Corporation shall be under no
obligation to take such action; and the Corporation shall have no liability
whatsoever as a result of the non-issuance of such shares, except to refund to
the Optionee any consideration tendered in respect of the exercise price.
8. Any dispute or disagreement which shall arise under, or as a
result of, or pursuant to, this Agreement shall be determined by the CEO in his
absolute and uncontrolled discretion; provided, however, that the Committee
shall have the right, in its absolute and uncontrolled discretion, to overrule
or modify any determination or interpretation made by the CEO pursuant to this
Agreement, and in such an event the determinations or interpretations by the
Committee shall be final, binding, and conclusive on all persons affected
thereby.
9. Any notice which either party hereto may be required or
permitted to give to the other shall be in writing, and may be delivered
personally or by mail, postage prepaid, addressed as follows: to the Secretary
of the Corporation, at 2000 Two First Union Center, Charlotte, North Carolina
28282, or at such other address as the Corporation, by notice to Optionee, may
designate in writing from time to time; to Optionee, at Optionee's address as
shown on the records of the Corporation, or at such other address as Optionee,
by notice to the Corporation, may designate in writing from time to time.
10. Shares of Common Stock issued pursuant to the exercise of this
option will be issued only in the name of Optionee and may not be transferred
into the name of any agent of or nominee for Optionee until such time as a
disposition of such shares would satisfy the holding period requirements of
Section 42A(a)(1) of the Internal Revenue Code of 1986, as amended.
4
<PAGE> 5
11. This Agreement is subject to the terms and conditions contained
in the Plan, a copy of which is attached hereto and incorporated herein by
reference. All capitalized terms used but not defined herein shall have the
same meaning as set forth in Section 1 of the Plan, unless the context clearly
indicates otherwise.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized officer, and Optionee has hereunto set
Optionee's hand and seal, all on the day and year first above written.
RUDDICK CORPORATION
Attest: By: /s/ R.N. Brigden
-------------------------------------
Title: Vice President - Finance
/s/ D.B. Williford
- -----------------------------------
Title: Secretary
(Corporate Seal)
OPTIONEE:
/s/ Fred A. Jackson (SEAL)
----------------------------------
5
<PAGE> 1
EXHIBIT 10.14
RUDDICK CORPORATION
INCENTIVE STOCK OPTION AGREEMENT
Pursuant to
1993 INCENTIVE STOCK OPTION PLAN
THIS AGREEMENT, made and entered into as of the 15th day of November,
1995, by and between Ruddick Corporation, a North Carolina corporation (the
"Corporation") and
FRED A. JACKSON
- ----------------------------------------------------------------------------
of AMERICAN & EFIRD, INC. (the "Optionee").
------------------------------------------------------
WHEREAS, the Corporation has adopted the Ruddick Corporation 1988
Incentive Stock Option Plan (the "Plan"); and
WHEREAS, Optionee is now in the employment of the Corporation or one of
its subsidiaries as a key employee and the Corporation desires to grant
Optionee and option pursuant to the Plan;
NOW, THEREFORE, the Corporation and Optionee agree as follows:
1. Subject to the terms and conditions set forth herein and in the
Plan, the Corporation grants to Optionee, during the seven-year period
commencing on the date of this Agreement and ending on the date which is seven
years thereafter (hereinafter called the "Option Period"), the option to
purchase from the Corporation, from time to time, as herein more specifically
stated, at a price of $11.4375 per share, up to but not exceeding in the
aggregate 8,000 shares of the Corporation's Common Stock, which option may be
exercised as follows:
(a) The aggregate number of shares optioned shall be
divided into five (5) equal installments and one such installment
shall be allotted to each year commencing on the first anniversary
of the Option Period and on each of the next four anniversary dates
thereof which are included in the Option Period, and the option
granted shall become exercisable with respect to the installment
allotted to each such year, in whole or in part (subject to
subsection (e) below), at any time and from time to time, commencing
with the first day of such year and prior to the expiration of the
Option Period.
(b) To the extent not exercised, installments shall accumulate
and be exercisable by the Optionee, in whole or in part (subject to
subsection (e) below), in any subsequent year included in the Option
Period but not later than the expiration of the Option Period.
<PAGE> 2
(c) In the event of either (i) the optionee's death or (ii)
the Optionee's retirement with the consent of the Corporation or one
of its subsidiaries, the option granted hereby shall become immediately
exercisable in full (notwithstanding anything contained in this Section
1 to the contrary) and shall remain exercisable until exercised or
terminated in accordance with Section 3(c) or 3(d) hereof.
(d) Except as provided in Sections 3 and 6 hereof, no Option
may be exercised prior to one year after the date it is granted.
(e) Notwithstanding the foregoing, in no event may an Option
be exercised at any one time to purchase less than 200 shares of the
Corporation's Common Stock.
2. The option hereby granted shall be exercised by Optionee
delivering to the Secretary of the Corporation, from time to time, on any
business day, written notice specifying the whole number of shares Optionee
then desires to purchase. Payment in full of the option price of such shares
must be made at the time the option is exercised. Payment may be made in cash
or by certified or official bank check payable to the order of the Corporation
for an amount in U.S. dollars equal to the option price of such shares.
Payment may also be made in shares of Common Stock of the Corporation previously
held by Optionee or by combining cash and shares previously held. Payment in
shares may be made with shares received upon the exercise or partial exercise
of the option hereby granted, 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 Optionee.
3. The option hereby granted shall terminate and be of no force
or effect upon the happening of the first of the following events:
(a) The expiration of the Option Period;
(b) Termination of Optionee's employment, except in case of
Optionee's death or retirement with the consent of the Corporation or
one of its subsidiaries;
(c) The expiration of three months after the date of
Optionee's retirement with the consent of the Corporation or one of its
subsidiaries; and
(d) The expiration of twelve months after the date of death of
Optionee.
Retirement by Optionee in accordance with the provisions of any
retirement plan of the Corporation at the normal retirement date under such
retirement plan, or if such date is not so determinable, then at or after the
attainment of age 65 by
2
<PAGE> 3
Optionee, shall constitute a retirement with the consent of the Corporation for
the purposes of this Agreement. Subject to the provisions of Section 8 hereof,
the chief executive officer of the Corporation (the "CEO") shall have absolute
and uncontrolled discretion to determine whether any other termination of
Optionee's employment is to be considered as retirement with the consent of the
Corporation for the purposes of this Agreement and whether an authorized leave
of absence or absence on military or government service or otherwise shall
constitute a termination of employment for the purposes of this Agreement.
4. Whenever the word "Optionee" is used in any provision of this
Agreement under circumstances where the provision should logically be construed
to apply to the estate, personal representative, or beneficiary to whom this
option may be transferred by will or by the laws of descent and distribution,
it shall be deemed to include such person.
5. Optionee shall not be deemed for any purpose to be a
shareholder of the Corporation with respect to any shares as to which this
option shall not have been exercised and payment made as herein provided and a
stock certificate for such shares actually issued to Optionee. No adjustment
will be made for dividends or other rights for which the record date is prior
to the date of such issuance.
6. In addition to and notwithstanding anything to the contrary
contained in the Plan, 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 the
Corporation 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 of the Plan, 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 herein or in the Plan 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 Plan with respect
thereto not inconsistent with this paragraph.
3
<PAGE> 4
The existence of this option shall not affect in any way the right or
power of the Corporation or its shareholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes in the
Corporation's capital structure or its business, or any merger or consolidation
of the Corporation, or any issue of bonds, debentures, preferred or prior
preference stocks ahead of or convertible into, or otherwise affecting the
Common Stock or the rights thereof, or the dissolution or liquidation of the
Corporation, or any sale or transfer of all or any part of its assets or
business, or any other corporation act or proceeding, whether of a similar
character or otherwise.
7. Anything in this Agreement to the contrary notwithstanding,
if, at any time specified herein for the issue of shares to Optionee, any law,
or any regulation or requirement of the Securities and Exchange Commission or
any other governmental authority having jurisdiction in the premises, shall
require either the Corporation or Optionee to take any action in connection
with the shares then to be issued, the issue of such shares shall be deferred
until such action shall have been taken; the Corporation shall be under no
obligation to take such action; and the Corporation shall have no liability
whatsoever as a result of the non-issuance of such shares, except to refund to
the Optionee any consideration tendered in respect of the exercise price.
8. Any dispute or disagreement which shall arise under, or as a
result of, or pursuant to, this Agreement shall be determined by the CEO in his
absolute and uncontrolled discretion; provided, however, that the Committee
shall have the right, in its absolute and uncontrolled discretion, to overrule
or modify any determination or interpretation made by the CEO pursuant to this
Agreement, and in such an event the determinations or interpretations by the
Committee shall be final, binding, and conclusive on all persons affected
thereby.
9. Any notice which either party hereto may be required or
permitted to give to the other shall be in writing, and may be delivered
personally or by mail, postage prepaid, addressed as follows: to the Secretary
of the Corporation, at 2000 Two First Union Center, Charlotte, North Carolina
28282, or at such other address as the Corporation, by notice to Optionee, may
designate in writing from time to time; to Optionee, at Optionee's address as
shown on the records of the Corporation, or at such other address as Optionee,
by notice to the Corporation, may designate in writing from time to time.
10. Shares of Common Stock issued pursuant to the exercise of this
option will be issued only in the name of Optionee and may not be transferred
into the name of any agent of or nominee for Optionee until such time as a
disposition of such shares would satisfy the holding period requirements of
Section 42A(a)(1) of the Internal Revenue Code of 1986, as amended.
4
<PAGE> 5
11. This Agreement is subject to the terms and conditions contained
in the Plan, a copy of which is attached hereto and incorporated herein by
reference. All capitalized terms used but not defined herein shall have the
same meaning as set forth in Section 1 of the Plan, unless the context clearly
indicates otherwise.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized officer, and Optionee has hereunto set
Optionee's hand and seal, all on the day and year first above written.
RUDDICK CORPORATION
Attest: By: /s/ R.N. Brigden
-------------------------------------
Title: Vice President - Finance
/s/ D.B. Williford
- -----------------------------------
Title: Secretary
(Corporate Seal)
OPTIONEE:
/s/ Fred A. Jackson (SEAL)
----------------------------------
5
<PAGE> 1
EXHIBIT 10.15
RUDDICK CORPORATION
INCENTIVE STOCK OPTION AGREEMENT
Pursuant to
1993 INCENTIVE STOCK OPTION PLAN
THIS AGREEMENT, made and entered into as of the 15th day of November,
1995, by and between Ruddick Corporation, a North Carolina corporation (the
"Corporation") and
EDWARD S. DUNN, JR.
- ----------------------------------------------------------------------------
of HARRIS TEETER, INC. (the "Optionee").
------------------------------------------------------
WHEREAS, the Corporation has adopted the Ruddick Corporation 1988
Incentive Stock Option Plan (the "Plan"); and
WHEREAS, Optionee is now in the employment of the Corporation or one of
its subsidiaries as a key employee and the Corporation desires to grant
Optionee and option pursuant to the Plan;
NOW, THEREFORE, the Corporation and Optionee agree as follows:
1. Subject to the terms and conditions set forth herein and in the
Plan, the Corporation grants to Optionee, during the seven-year period
commencing on the date of this Agreement and ending on the date which is seven
years thereafter (hereinafter called the "Option Period"), the option to
purchase from the Corporation, from time to time, as herein more specifically
stated, at a price of $11.4375 per share, up to but not exceeding in the
aggregate 12,000 shares of the Corporation's Common Stock, which option may be
exercised as follows:
(a) The aggregate number of shares optioned shall be
divided into five (5) equal installments and one such installment
shall be allotted to each year commencing on the first anniversary
of the Option Period and on each of the next four anniversary dates
thereof which are included in the Option Period, and the option
granted shall become exercisable with respect to the installment
allotted to each such year, in whole or in part (subject to
subsection (e) below), at any time and from time to time, commencing
with the first day of such year and prior to the expiration of the
Option Period.
(b) To the extent not exercised, installments shall accumulate
and be exercisable by the Optionee, in whole or in part (subject to
subsection (e) below), in any subsequent year included in the Option
Period but not later than the expiration of the Option Period.
<PAGE> 2
(c) In the event of either (i) the optionee's death or (ii)
the Optionee's retirement with the consent of the Corporation or one
of its subsidiaries, the option granted hereby shall become immediately
exercisable in full (notwithstanding anything contained in this Section
1 to the contrary) and shall remain exercisable until exercised or
terminated in accordance with Section 3(c) or 3(d) hereof.
(d) Except as provided in Sections 3 and 6 hereof, no Option
may be exercised prior to one year after the date it is granted.
(e) Notwithstanding the foregoing, in no event may an Option
be exercised at any one time to purchase less than 200 shares of the
Corporation's Common Stock.
2. The option hereby granted shall be exercised by Optionee
delivering to the Secretary of the Corporation, from time to time, on any
business day, written notice specifying the whole number of shares Optionee
then desires to purchase. Payment in full of the option price of such shares
must be made at the time the option is exercised. Payment may be made in cash
or by certified or official bank check payable to the order of the Corporation
for an amount in U.S. dollars equal to the option price of such shares.
Payment may also be made in shares of Common Stock of the Corporation previously
held by Optionee or by combining cash and shares previously held. Payment in
shares may be made with shares received upon the exercise or partial exercise
of the option hereby granted, 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 Optionee.
3. The option hereby granted shall terminate and be of no force
or effect upon the happening of the first of the following events:
(a) The expiration of the Option Period;
(b) Termination of Optionee's employment, except in case of
Optionee's death or retirement with the consent of the Corporation or
one of its subsidiaries;
(c) The expiration of three months after the date of
Optionee's retirement with the consent of the Corporation or one of its
subsidiaries; and
(d) The expiration of twelve months after the date of death of
Optionee.
Retirement by Optionee in accordance with the provisions of any
retirement plan of the Corporation at the normal retirement date under such
retirement plan, or if such date is not so determinable, then at or after the
attainment of age 65 by
2
<PAGE> 3
Optionee, shall constitute a retirement with the consent of the Corporation for
the purposes of this Agreement. Subject to the provisions of Section 8 hereof,
the chief executive officer of the Corporation (the "CEO") shall have absolute
and uncontrolled discretion to determine whether any other termination of
Optionee's employment is to be considered as retirement with the consent of the
Corporation for the purposes of this Agreement and whether an authorized leave
of absence or absence on military or government service or otherwise shall
constitute a termination of employment for the purposes of this Agreement.
4. Whenever the word "Optionee" is used in any provision of this
Agreement under circumstances where the provision should logically be construed
to apply to the estate, personal representative, or beneficiary to whom this
option may be transferred by will or by the laws of descent and distribution,
it shall be deemed to include such person.
5. Optionee shall not be deemed for any purpose to be a
shareholder of the Corporation with respect to any shares as to which this
option shall not have been exercised and payment made as herein provided and a
stock certificate for such shares actually issued to Optionee. No adjustment
will be made for dividends or other rights for which the record date is prior
to the date of such issuance.
6. In addition to and notwithstanding anything to the contrary
contained in the Plan, 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 the
Corporation 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 of the Plan, 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 herein or in the Plan 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 Plan with respect
thereto not inconsistent with this paragraph.
3
<PAGE> 4
The existence of this option shall not affect in any way the right or
power of the Corporation or its shareholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes in the
Corporation's capital structure or its business, or any merger or consolidation
of the Corporation, or any issue of bonds, debentures, preferred or prior
preference stocks ahead of or convertible into, or otherwise affecting the
Common Stock or the rights thereof, or the dissolution or liquidation of the
Corporation, or any sale or transfer of all or any part of its assets or
business, or any other corporation act or proceeding, whether of a similar
character or otherwise.
7. Anything in this Agreement to the contrary notwithstanding,
if, at any time specified herein for the issue of shares to Optionee, any law,
or any regulation or requirement of the Securities and Exchange Commission or
any other governmental authority having jurisdiction in the premises, shall
require either the Corporation or Optionee to take any action in connection
with the shares then to be issued, the issue of such shares shall be deferred
until such action shall have been taken; the Corporation shall be under no
obligation to take such action; and the Corporation shall have no liability
whatsoever as a result of the non-issuance of such shares, except to refund to
the Optionee any consideration tendered in respect of the exercise price.
8. Any dispute or disagreement which shall arise under, or as a
result of, or pursuant to, this Agreement shall be determined by the CEO in his
absolute and uncontrolled discretion; provided, however, that the Committee
shall have the right, in its absolute and uncontrolled discretion, to overrule
or modify any determination or interpretation made by the CEO pursuant to this
Agreement, and in such an event the determinations or interpretations by the
Committee shall be final, binding, and conclusive on all persons affected
thereby.
9. Any notice which either party hereto may be required or
permitted to give to the other shall be in writing, and may be delivered
personally or by mail, postage prepaid, addressed as follows: to the Secretary
of the Corporation, at 2000 Two First Union Center, Charlotte, North Carolina
28282, or at such other address as the Corporation, by notice to Optionee, may
designate in writing from time to time; to Optionee, at Optionee's address as
shown on the records of the Corporation, or at such other address as Optionee,
by notice to the Corporation, may designate in writing from time to time.
10. Shares of Common Stock issued pursuant to the exercise of this
option will be issued only in the name of Optionee and may not be transferred
into the name of any agent of or nominee for Optionee until such time as a
disposition of such shares would satisfy the holding period requirements of
Section 42A(a)(1) of the Internal Revenue Code of 1986, as amended.
4
<PAGE> 5
11. This Agreement is subject to the terms and conditions contained
in the Plan, a copy of which is attached hereto and incorporated herein by
reference. All capitalized terms used but not defined herein shall have the
same meaning as set forth in Section 1 of the Plan, unless the context clearly
indicates otherwise.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized officer, and Optionee has hereunto set
Optionee's hand and seal, all on the day and year first above written.
RUDDICK CORPORATION
Attest: By: /s/ R.N. Brigden
-------------------------------------
Title: Vice President - Finance
/s/ D.B. Williford
- -----------------------------------
Title: Secretary
(Corporate Seal)
OPTIONEE:
/s/ Edward S. Dunn, Jr. (SEAL)
----------------------------------
5
<PAGE> 1
EXHIBIT 10.16
RUDDICK CORPORATION
INCENTIVE STOCK OPTION AGREEMENT
Pursuant to
1993 INCENTIVE STOCK OPTION PLAN
THIS AGREEMENT, made and entered into as of the 15th day of November,
1995, by and between Ruddick Corporation, a North Carolina corporation (the
"Corporation") and
R.N. BRIGDEN
- ----------------------------------------------------------------------------
of RUDDICK CORPORATION (the "Optionee").
------------------------------------------------------
WHEREAS, the Corporation has adopted the Ruddick Corporation 1988
Incentive Stock Option Plan (the "Plan"); and
WHEREAS, Optionee is now in the employment of the Corporation or one of
its subsidiaries as a key employee and the Corporation desires to grant
Optionee and option pursuant to the Plan;
NOW, THEREFORE, the Corporation and Optionee agree as follows:
1. Subject to the terms and conditions set forth herein and in the
Plan, the Corporation grants to Optionee, during the seven-year period
commencing on the date of this Agreement and ending on the date which is seven
years thereafter (hereinafter called the "Option Period"), the option to
purchase from the Corporation, from time to time, as herein more specifically
stated, at a price of $11.4375 per share, up to but not exceeding in the
aggregate 6,000 shares of the Corporation's Common Stock, which option may be
exercised as follows:
(a) The aggregate number of shares optioned shall be
divided into five (5) equal installments and one such installment
shall be allotted to each year commencing on the first anniversary
of the Option Period and on each of the next four anniversary dates
thereof which are included in the Option Period, and the option
granted shall become exercisable with respect to the installment
allotted to each such year, in whole or in part (subject to
subsection (e) below), at any time and from time to time, commencing
with the first day of such year and prior to the expiration of the
Option Period.
(b) To the extent not exercised, installments shall accumulate
and be exercisable by the Optionee, in whole or in part (subject to
subsection (e) below), in any subsequent year included in the Option
Period but not later than the expiration of the Option Period.
<PAGE> 2
(c) In the event of either (i) the optionee's death or (ii)
the Optionee's retirement with the consent of the Corporation or one
of its subsidiaries, the option granted hereby shall become immediately
exercisable in full (notwithstanding anything contained in this Section
1 to the contrary) and shall remain exercisable until exercised or
terminated in accordance with Section 3(c) or 3(d) hereof.
(d) Except as provided in Sections 3 and 6 hereof, no Option
may be exercised prior to one year after the date it is granted.
(e) Notwithstanding the foregoing, in no event may an Option
be exercised at any one time to purchase less than 200 shares of the
Corporation's Common Stock.
2. The option hereby granted shall be exercised by Optionee
delivering to the Secretary of the Corporation, from time to time, on any
business day, written notice specifying the whole number of shares Optionee
then desires to purchase. Payment in full of the option price of such shares
must be made at the time the option is exercised. Payment may be made in cash
or by certified or official bank check payable to the order of the Corporation
for an amount in U.S. dollars equal to the option price of such shares.
Payment may also be made in shares of Common Stock of the Corporation previously
held by Optionee or by combining cash and shares previously held. Payment in
shares may be made with shares received upon the exercise or partial exercise
of the option hereby granted, 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 Optionee.
3. The option hereby granted shall terminate and be of no force
or effect upon the happening of the first of the following events:
(a) The expiration of the Option Period;
(b) Termination of Optionee's employment, except in case of
Optionee's death or retirement with the consent of the Corporation or
one of its subsidiaries;
(c) The expiration of three months after the date of
Optionee's retirement with the consent of the Corporation or one of its
subsidiaries; and
(d) The expiration of twelve months after the date of death of
Optionee.
Retirement by Optionee in accordance with the provisions of any
retirement plan of the Corporation at the normal retirement date under such
retirement plan, or if such date is not so determinable, then at or after the
attainment of age 65 by
2
<PAGE> 3
Optionee, shall constitute a retirement with the consent of the Corporation for
the purposes of this Agreement. Subject to the provisions of Section 8 hereof,
the chief executive officer of the Corporation (the "CEO") shall have absolute
and uncontrolled discretion to determine whether any other termination of
Optionee's employment is to be considered as retirement with the consent of the
Corporation for the purposes of this Agreement and whether an authorized leave
of absence or absence on military or government service or otherwise shall
constitute a termination of employment for the purposes of this Agreement.
4. Whenever the word "Optionee" is used in any provision of this
Agreement under circumstances where the provision should logically be construed
to apply to the estate, personal representative, or beneficiary to whom this
option may be transferred by will or by the laws of descent and distribution,
it shall be deemed to include such person.
5. Optionee shall not be deemed for any purpose to be a
shareholder of the Corporation with respect to any shares as to which this
option shall not have been exercised and payment made as herein provided and a
stock certificate for such shares actually issued to Optionee. No adjustment
will be made for dividends or other rights for which the record date is prior
to the date of such issuance.
6. In addition to and notwithstanding anything to the contrary
contained in the Plan, 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 the
Corporation 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 of the Plan, 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 herein or in the Plan 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 Plan with respect
thereto not inconsistent with this paragraph.
3
<PAGE> 4
The existence of this option shall not affect in any way the right or
power of the Corporation or its shareholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes in the
Corporation's capital structure or its business, or any merger or consolidation
of the Corporation, or any issue of bonds, debentures, preferred or prior
preference stocks ahead of or convertible into, or otherwise affecting the
Common Stock or the rights thereof, or the dissolution or liquidation of the
Corporation, or any sale or transfer of all or any part of its assets or
business, or any other corporation act or proceeding, whether of a similar
character or otherwise.
7. Anything in this Agreement to the contrary notwithstanding,
if, at any time specified herein for the issue of shares to Optionee, any law,
or any regulation or requirement of the Securities and Exchange Commission or
any other governmental authority having jurisdiction in the premises, shall
require either the Corporation or Optionee to take any action in connection
with the shares then to be issued, the issue of such shares shall be deferred
until such action shall have been taken; the Corporation shall be under no
obligation to take such action; and the Corporation shall have no liability
whatsoever as a result of the non-issuance of such shares, except to refund to
the Optionee any consideration tendered in respect of the exercise price.
8. Any dispute or disagreement which shall arise under, or as a
result of, or pursuant to, this Agreement shall be determined by the CEO in his
absolute and uncontrolled discretion; provided, however, that the Committee
shall have the right, in its absolute and uncontrolled discretion, to overrule
or modify any determination or interpretation made by the CEO pursuant to this
Agreement, and in such an event the determinations or interpretations by the
Committee shall be final, binding, and conclusive on all persons affected
thereby.
9. Any notice which either party hereto may be required or
permitted to give to the other shall be in writing, and may be delivered
personally or by mail, postage prepaid, addressed as follows: to the Secretary
of the Corporation, at 2000 Two First Union Center, Charlotte, North Carolina
28282, or at such other address as the Corporation, by notice to Optionee, may
designate in writing from time to time; to Optionee, at Optionee's address as
shown on the records of the Corporation, or at such other address as Optionee,
by notice to the Corporation, may designate in writing from time to time.
10. Shares of Common Stock issued pursuant to the exercise of this
option will be issued only in the name of Optionee and may not be transferred
into the name of any agent of or nominee for Optionee until such time as a
disposition of such shares would satisfy the holding period requirements of
Section 42A(a)(1) of the Internal Revenue Code of 1986, as amended.
4
<PAGE> 5
11. This Agreement is subject to the terms and conditions contained
in the Plan, a copy of which is attached hereto and incorporated herein by
reference. All capitalized terms used but not defined herein shall have the
same meaning as set forth in Section 1 of the Plan, unless the context clearly
indicates otherwise.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized officer, and Optionee has hereunto set
Optionee's hand and seal, all on the day and year first above written.
RUDDICK CORPORATION
Attest: By: /s/ R.N. Brigden
-------------------------------------
Title: Vice President - Finance
/s/ D.B. Williford
- -----------------------------------
Title: Secretary
(Corporate Seal)
OPTIONEE:
/s/ R.N. Brigden (SEAL)
----------------------------------
5
<PAGE> 1
EXHIBIT 11
RUDDICK CORPORATION
STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
--------------------------
SEPTEMBER 29, OCTOBER 1,
1996 1995
------------- ----------
NET INCOME PER SHARE COMPUTED AS FOLLOWS:
PRIMARY:
<S> <C> <C>
1. NET INCOME $42,802,071 $39,267,058
=========== ===========
2. WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 46,420,098 46,194,760
3. INCREMENTAL SHARES UNDER STOCK OPTIONS COMPUTED UNDER
THE TREASURY STOCK METHOD USING THE AVERAGE MARKET
PRICE OF ISSUER'S STOCK DURING THE PERIODS 198,852 341,586
4. WEIGHTED AVERAGE COMMON SHARES AND
=========== ===========
COMMON EQUIVALENT SHARES OUTSTANDING 46,618,950 46,536,346
=========== ===========
5. NET INCOME PER SHARE (ITEM 1 DIVIDED BY ITEM 4) $ 0.92 $ 0.84
=========== ===========
FULLY DILUTED:
1. NET INCOME $42,802,071 $39,267,058
=========== ===========
2. WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 46,420,098 46,194,760
3. 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 232,338 494,961
4. WEIGHTED AVERAGE COMMON SHARES AND
=========== ===========
COMMON EQUIVALENT SHARES OUTSTANDING 46,652,436 46,689,721
=========== ===========
5. NET INCOME PER SHARE (ITEM 1 DIVIDED BY ITEM 4) $ 0.92 $ 0.84
=========== ===========
</TABLE>
<PAGE> 1
EXHIBIT 13
ELEVEN-YEAR FINANCIAL AND OPERATING SUMMARY
Ruddick Corporation and Subsidiaries
<TABLE>
<CAPTION>
(Dollars in thousands, except per share data) 1996 1995 1994 1993(1)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
NET SALES
American & Efird $ 309,459 $ 297,963 $ 277,016 $ 264,814
Harris Teeter 1,833,042 1,711,813 1,578,880 1,412,315
- ------------------------------------------------------------------------------------------------------------------------
Total Net Sales $2,142,501 $2,009,776 $1,855,896 $1,677,129
- ------------------------------------------------------------------------------------------------------------------------
OPERATING PROFIT
American & Efird $ 34,684 $ 34,614 $ 26,916 $ 30,551
Harris Teeter 48,459 42,114 37,032 29,845
- ------------------------------------------------------------------------------------------------------------------------
Total Operating Profit $ 83,143 $ 76,728 $ 63,948 $ 60,396
- ------------------------------------------------------------------------------------------------------------------------
Net Income $ 42,802 $ 39,267 $ 31,811 $ 33,873
Net Income Per Share $ .92 $ .84 $ .67 $ .71
Common Dividend $ .26 $ .25 $ .22 $ .21
- ------------------------------------------------------------------------------------------------------------------------
Shareholders' Equity $ 346,856 $ 316,236 $ 291,209 $ 274,740
Percent Return on Beginning Equity 13.5% 13.5% 11.6% 13.3%
Book Value Per Share $ 7.47 $ 6.82 $ 6.28 $ 5.87
- ------------------------------------------------------------------------------------------------------------------------
CAPITAL EXPENDITURES
American & Efird $ 35,605(2) $ 16,359 $ 20,416 $ 19,433
Harris Teeter 83,204 81,447 46,349 33,683
Corporate 4,471 399 35 27
- ------------------------------------------------------------------------------------------------------------------------
Total Capital Expenditures $ 123,280 $ 98,205 $ 66,800 $ 53,143
- ------------------------------------------------------------------------------------------------------------------------
Working Capital $ 65,134 $ 73,741 $ 93,387 $ 103,191
Total Assets $ 801,702 $ 715,318 $ 634,599 $ 580,807
Long-Term Debt - Including Current Portion $ 164,435 $ 128,952 $ 109,567 $ 104,173
Long-Term Debt as a Percent of Capital Employed 32.2% 29.0% 27.3% 27.5%
Number of Employees 20,100 19,850 18,610 17,120
Number of Beneficial Shareholders
Including Employee/Owners 16,700 14,500 14,100 14,600
Common Shares Outstanding 46,461,290 46,373,666 46,352,214 46,036,146
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) 53-week year.
(2) Includes purchase of assets of Threads USA.
12 / RUDDICK CORPORATION / 1996 Annual Report
<PAGE> 2
<TABLE>
<CAPTION>
(1)1992 1991 1990 1989 1988(1) 1987 1986
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ 243,324 $ 208,649 $ 199,115 $ 190,004 $ 181,733 $ 146,215 $ 108,268
1,270,430 1,213,127 1,164,445 1,053,467 894,035 798,843 731,639
- ------------------------------------------------------------------------------------------------------------------------
$1,513,754 $1,421,776 $1,363,560 $1,243,471 $1,075,768 $ 945,058 $ 839,907
- ------------------------------------------------------------------------------------------------------------------------
$ 28,510 $ 22,589 $ 18,403 $ 17,732 $ 17,645 $ 14,193 $ 11,122
31,067 34,329 32,212 27,444 21,102 16,625 9,001
- ------------------------------------------------------------------------------------------------------------------------
$ 59,577 $ 56,918 $ 50,615 $ 45,176 $ 38,747 $ 30,818 $ 20,123
- ------------------------------------------------------------------------------------------------------------------------
$ 30,789 $ 26,786 $ 24,031 $ 20,190 $ 18,379 $ 14,365 $ 13,425
$ .65 $ .59 $ .55 $ .47 $ .44 $ .35 $ .35
$ .20 $ .19 $ .18 $ .16 $ .15 $ .12 $ .11
- ------------------------------------------------------------------------------------------------------------------------
$ 255,403 $ 233,566 $ 184,371 $ 158,921 $ 144,727 $ 131,511 $ 118,736
13.2% 14.5% 15.1% 14.0% 14.0% 12.1% 12.2%
$ 5.44 $ 4.98 $ 4.54 $ 4.07 $ 3.72 $ 3.38 $ 3.08
- ------------------------------------------------------------------------------------------------------------------------
$ 16,399 $ 11,417 $ 15,923 $ 14,742 $ 17,219 $ 6,930 $ 4,324
25,910 30,903 27,376 31,611 31,168 20,281 17,972
4,039 60 2,323 2,975 81 1,619 62
- ------------------------------------------------------------------------------------------------------------------------
$ 46,348 $ 42,380 $ 45,622 $ 49,328 $ 48,468 $ 28,830 $ 22,358
- ------------------------------------------------------------------------------------------------------------------------
$ 105,527 $ 79,640 $ 74,688 $ 60,724 $ 52,415 $ 57,704 $ 42,021
$ 535,407 $ 498,458 $ 468,295 $ 439,104 $ 419,465 $ 321,463 $ 263,779
$ 97,280 $ 83,850 $ 115,266 $ 115,757 $ 109,332 $ 67,832 $ 52,935
27.6% 26.4% 38.5% 42.1% 43.0% 34.0% 30.8%
13,720 13,500 13,185 13,100 12,300 10,800 9,390
12,900 11,400 11,100 11,000 10,500 9,700 8,900
46,124,798 46,002,708 39,321,300 37,551,972 37,391,660 37,343,772 36,758,408
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
1996 Annual Report / RUDDICK CORPORATION / 13
<PAGE> 3
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Ruddick Corporation and Subsidiaries
RESULTS OF OPERATIONS - FISCAL 1996 COMPARED TO FISCAL 1995
For fiscal year 1996, consolidated sales of $2.14 billion increased 6.6% over
the $2.01 billion reported in fiscal 1995. Consolidated net income of $42.8
million was up 9% from the $39.3 million reported last year. On a per share
basis, earnings were $.92 for fiscal 1996, an increase of 9.5% when compared to
$.84 reported in fiscal 1995. Fiscal 1996 consolidated operating profit
increased 8.4% led by gains at Harris Teeter.
Net income per share from continuing operations for fiscal 1996 was $.92
compared to $.84 for the prior year. The discontinued operations of the
printing business segment, the assets of which were sold in January, 1996,
generated no significant earnings or loss during the current fiscal year or
comparable prior year.
On June 3, 1996, American & Efird completed the acquisition of certain assets
of Threads USA. The assets included the plants and equipment at four
manufacturing facilities in Gastonia, N.C. and the equipment at one
manufacturing facility in Puerto Rico.
AMERICAN & EFIRD, INC. sales increased 4% over fiscal 1995. This sales increase
was achieved during a period of poor demand for thread due to weak retail sales
of apparel and home furnishings. Gradual improvement in U.S. market conditions
was evidenced toward the 1996 fiscal year end. The purchase of the assets of
Threads USA in the June quarter, by which A&E became the largest U.S.
industrial sewing thread company, contributed $24.8 million to the sales
increase although only four months of sales from this acquisition were
reflected in fiscal 1996. The sales increase was primarily industrial sewing
thread as consumer thread and notions sales recorded a modest decline for the
year. Operating profit of $34.7 million was slightly ahead of last year.
Utilizing sales from the Threads USA acquisition resulted in improved operating
schedules which had a positive impact on operating profit for the year. A&E
responded to the weak demand for thread by exercising tight control of
inventories and operating costs while improving quality and customer service.
Significant progress has been achieved in the operational plan for integrating
Threads USA into A&E, and progress was also made in reducing costs in the
Threads USA facilities. A&E remains focused on integrating the Threads USA
operations into those of A&E. The nature and location of product lines and
facilities of the two companies are enabling A&E to combine and streamline
manufacturing, reduce duplicative general and administrative expenses, and
integrate a qualified, skilled workforce of Threads USA.
Sales by foreign operations comprised 18% of A&E's total sales and 7% of its
operating profit. While not material to the Company's consolidated financial
results, foreign sales and operating profits increased over the prior fiscal
year, with all foreign subsidiaries except Canada and Costa Rica reporting
improved earnings. NAFTA has stimulated growth of apparel manufacturing in
Central and South America. As a result, A&E subsidiaries in Mexico, Costa Rica
and the Dominican Republic are displaying growth and A&E's U.S. production has
benefited from export growth. Additionally, commitments to establishing
operations in China and India should strengthen A&E's position in Asia.
14 / RUDDICK CORPORATION / 1996 Annual Report
<PAGE> 4
HARRIS TEETER, INC. sales in fiscal 1996 increased 7% over fiscal 1995. Sales
for stores in operation in both periods were ahead 3.9% compared to 6.5% last
year. Sales increases were attributable to customer acceptance of larger,
new-format stores, strong feature plans, merchandising and advertising, strong
holiday sales, and a 4% increase in store square footage during the year.
Grocery sales were up 6% which accounted for 43% of the sales increase. Dairy,
meat, produce and frozen products had sales increases ranging from 4% to 10%
accounting for 38% of the sales increase. Operating profit showed an
improvement of 15% over last year, derived mainly from higher sales volume, a
favorable product mix of higher gross margin items, and continued control of
ongoing operating expenses. Preopening expenses associated with aggressive new
store openings and major remodels served to increase operating expenses in the
year. The development of several prototypes of varying sizes permits
right-sizing to specific markets, providing amenities to customers, and
standardizing and reducing construction costs.
At the end of fiscal 1996, 134 stores were in operation, compared to 139 a year
ago. During the year, seven smaller stores in less urban markets were sold at
no significant gain or loss. Nine new larger stores were opened during the
year, four of which were replacement stores, and three smaller stores were
closed. Four of the stores closed in fiscal 1996 were closed under a previously
announced marketing strategy for which a restructuring reserve of $5.3 million
before taxes was established in fiscal 1993. Charges incurred in fiscal 1996
against this reserve were $1.5 million. A cumulative total of $3.1 million has
been charged for all periods to date. The plan called for the replacement of an
anticipated 12 smaller, less competitive stores with larger stores offering
increased variety and drawing from a larger marketing area, with related store
closings occurring through fiscal year 1996. Management anticipates that the
remaining charges associated with the closed stores will be incurred through
fiscal year 2000. Management expects that the effect on operating results of
any fiscal year and on liquidity will not be material.
OTHER EFFECTS ON RESULTS OF OPERATIONS
During the second fiscal 1996 quarter, the Company elected to begin paying
directly to its ESOP employee-shareholders the cash dividends on ESOP shares
instead of accumulating such dividends within the ESOP Trust. Favorable tax
treatment of the ESOP dividend pass-through under the applicable income tax
statutes along with favorable tax attributes of Company owned life insurance
reduced the effective income tax rate of the Company. The favorable tax
attributes of COLI were significantly diminished as of January 1, 1996 as a
result of recently enacted federal legislation which will phase-out interest
deductions on policy loans by January 1, 1999. The tax benefits of both the
COLI and the ESOP dividends are subject to the potential of adverse future tax
legislation, if any.
On January 23, 1996, certain assets of Jordan Graphics, Inc. were sold to The
Reynolds and Reynolds Company. The revenues of the discontinued operations for
the fiscal year prior to the sale were $17.3 million. The operating results for
the fiscal year were not significant. The Company retained certain land and
buildings, which assets have been valued at the lower of cost or net realizable
value. Substantially all the value of assets of Jordan was realized during the
fiscal year by collection or sale, except for the Charlotte, N.C. plant site
which is leased to Reynolds on a 10-year term. The disposition had no
significant impact on the consolidated earnings or the financial condition of
Ruddick. The business forms segment is reported as discontinued operations.
1996 Annual Report / RUDDICK CORPORATION / 15
<PAGE> 5
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Ruddick Corporation and Subsidiaries
Ruddick Investment Company, a subsidiary of the Company, has redefined its
business. Emphasis will be on the development of selected sites for Harris
Teeter stores. Venture capital investment holdings will continue to be managed
but future equity investment will be limited. Due to continued growth of the
American & Efird and Harris Teeter businesses, Ruddick Investment's relative
size to the consolidated Company has declined. As a result, Ruddick Investment
is no longer considered an operating company. Effective with the beginning of
fiscal year 1996, and for all comparable periods, the Harris Teeter retail site
activities of Ruddick Investment were assigned to the retail business segment
for financial reporting; and other activities, to the Parent Company as "other
administrative expense."
RESULTS OF OPERATIONS - FISCAL 1995 COMPARED TO FISCAL 1994
For fiscal year 1995, consolidated net sales of $2.01 billion increased 8.3%
from $1.86 billion generated in fiscal 1994. Consolidated 1995 net income of
$39.3 million was up 23% from the $31.8 million reported last year. On a per
share basis, earnings were $.84 for fiscal 1995, an increase of 25% when
compared to $.67 in fiscal 1994.
As a result of the January 23, 1996 sale of certain assets of Jordan Graphics,
Inc., all financial statement categories have been restated to reflect the
printing business segment as discontinued operations. Net income from
continuing operations in fiscal 1995 of $39.1 million increased 20% from $32.7
million in fiscal 1994. Per share earnings from continuing operations in fiscal
1995 were $.84 compared to $.69 in fiscal 1994. Earnings per share reflect a
two-for-one split of the common stock effected in the form of a 100% stock
dividend in fiscal 1995. Fiscal 1995 consolidated operating profit increased
20% led by gains at both American & Efird and Harris Teeter.
AMERICAN & EFIRD, INC. sales increased 8% over fiscal 1994. Sales increases
were recorded in most major domestic market segments, particularly as a result
of a relatively strong apparel trade over most of the year, and in export and
international markets except Canada. Thread and notion sales increased 8% and
represented 98% of all sales by A&E. This sales increase resulted primarily
from additional business from existing customers, greater domestic market share
and growth in foreign markets. Strong sales demand allowed A&E to consistently
operate on a five day or more manufacturing schedule. This generated very
favorable operating efficiencies and enhanced operating profit, which increased
29% over last year. However, rising raw material prices in the last half of the
year resulted in increasing pressure on margins, although cost reductions and
operating efficiencies offset most of these price increases. In the fourth
quarter, weak retail sales of apparel and home furnishings caused A&E's
customers to drastically reduce production. As a result, thread demand abated
and through the fall, sales were near or below levels of a year ago. While
profits in Canada and Mexico were below the prior year, total international
operating profit increased slightly.
HARRIS TEETER, INC. sales in fiscal 1995 increased 8% over fiscal 1994. Sales
of stores in operation in both periods were ahead 6.5% compared to 7.5% the
prior year. Same-store sales growth rates declined from the prior year as more
stores passed the first anniversary of the switch to 24-hour operations. Sales
increases were attributable to strong feature-oriented merchandising,
additional operating
16 / RUDDICK CORPORATION / 1996 Annual Report
<PAGE> 6
hours and an 8.7% increase in store square footage during the year. Grocery
sales were up 9%, which accounted for 53% of the sales increase. Dairy, meat,
produce and frozen products had sales increases ranging from 2% to 14%,
accounting for 31% of the sales increase. Operating profit showed improvement
as increased gross profit, derived mainly from higher sales volume and a good
product mix of higher gross margin items, more than offset an increase of 15%
in operating expenses. Operating expenses as a percentage of sales were up less
than 1.4%. Additionally, Harris Teeter's first Atlanta, Georgia store which
opened in fiscal 1994 became profitable during fiscal 1995. The Columbia, South
Carolina market continued to show improvement in part as a result of store
remodels. Both of these markets generated increased sales and more efficient
store operations.
At fiscal year end, 139 stores were in operation, the same number as the prior
year. Eleven new stores were opened during fiscal 1995 replacing eleven older
stores thereby closed. Seven of those stores were closed under the marketing
strategy for which a restructuring reserve of $5.3 million before taxes was
established in fiscal 1993. The resulting charges in 1995 were $1.5 million. A
cumulative total of $1.6 million has been charged in all periods to date for
nine store replacements. Harris Teeter continues to incur liability for rent
expense for six of those stores. The plan calls for the replacement of an
anticipated 12 smaller, less competitive stores with larger stores offering
increased variety and drawing from a larger marketing area, with related store
closings planned to occur through fiscal 1996. Management anticipates that on
average approximately half of the charges associated with each store closing
will be incurred in the year of closing and the balance within four years
thereafter. Management expects that the effect on operating results in any
fiscal year and on liquidity will not be material, and that capital resources
will be adequate to complete such restructuring.
CAPITAL RESOURCES AND LIQUIDITY
Ruddick has an overall financial goal of earning at least a 15% return on
beginning shareholders' equity. In fiscal 1996, the return on beginning equity
was 13.5%, the same as in the prior year. 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
1996, this percentage was 32.2%, an increase from last year's 29.0%.
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 $100 million
under established revolving lines of credit with three banks. The maximum
amount outstanding under these credit facilities during fiscal 1996 was $100
million, and $48.6 million was outstanding at year end. The majority of the
borrowings under Ruddick's revolving credit facilities were used for capital
expenditures, including American & Efird's acquisition of certain assets of
Threads USA. 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 five years for repayment, all
borrowings under these facilities are classified as long-term debt.
On March 1, 1996, the Company executed an unsecured $50 million 6.48% Senior
Promissory Note, due March 1, 2011 with The Prudential Insurance Company of
America (Prudential). Proceeds from this note were used to reduce the amount
borrowed under the
1996 Annual Report / RUDDICK CORPORATION / 17
<PAGE> 7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Ruddick Corporation and Subsidiaries
revolving lines of credit. Also on March 1, 1996, a non-committed $50 million
Private Shelf Facility was executed with Prudential. Neither the Company nor
Prudential is committed or required to fulfill on the terms of the Private
Shelf Facility. No borrowings under this $50 million Private Shelf Facility had
been undertaken as of September 29, 1996.
Working capital as of the fiscal years ended 1996, 1995 and 1994 was $65.1
million, $73.7 million and $93.4 million, respectively. Most of the $8.6
million decrease in fiscal 1996 from fiscal 1995 was the result of the
disposition of the business forms segment and increases in accrued liabilities
of continuing operations. The current ratio was 1.3 at September 29, 1996, and
at October 1, 1995.
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 1996, capital expenditures were $123 million, which included the
purchase of certain assets of Threads USA. In fiscal 1997, capital expenditures
are expected to be not more than $151 million. In order to complete the
integration of Threads USA and to further modernization and expansion, American
& Efird expects to spend $47 million. In the very competitive Southeast U.S.
grocery market, Harris Teeter has capital expenditure plans totaling $104
million. The Harris Teeter estimate includes the fiscal 1997 opening of 14 new
stores, of which five are replacements, and the closing of four stores. New
store markets include one new store in Virginia, three in Atlanta, Georgia, one
in Nashville, Tennessee, and four in North Carolina. Additionally, the
expansion of Harris Teeter's two distribution centers to meet distribution
capacity requirements for the foreseeable future is estimated to require $30
million in fiscal 1997 and $13 million in fiscal 1998. Management expects that
internally generated funds, supplemented by available borrowing capacity, will
be adequate to finance such expenditures.
OTHER MATTERS
During the fiscal year 1996, the Company announced to its shareholders the
adoption of a Dividend Reinvestment and Stock Purchase Plan available to all
shareholders of record.
The foregoing discussion contains some forward-looking statements about the
Company's financial condition and results of operations, which are subject to
certain risks and uncertainties that could cause actual results to differ
materially from those reflected in the forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking statements,
which reflect management's judgment only as of the date hereof. The Company
undertakes no obligation to publicly revise these forward-looking statements to
reflect events and circumstances that arise after the date hereof.
Factors that might cause actual results to differ materially from these
forward-looking statements include (1) the passage of future tax legislation
that could have an adverse impact on the tax benefits of the COLI and the ESOP
dividends, (2) management's ability to accurately predict the adequacy of the
Company's present liquidity to meet future requirements, and (3) changes in the
Company's capital expenditures, new store openings and store closings.
18 / RUDDICK CORPORATION / 1996 Annual Report
<PAGE> 8
CONSOLIDATED BALANCE SHEETS
Ruddick Corporation and Subsidiaries
September 29, 1996, and October 1, 1995
<TABLE>
<CAPTION>
(Dollars in thousands) 1996 1995
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Assets
CURRENT ASSETS
Cash and Cash Equivalents $ 21,033 $ 18,959
Accounts Receivable, Less Allowance For Doubtful
Accounts: 1996 - $1,398; 1995 - $1,727 70,809 57,906
Inventories 183,649 177,395
Other Current Assets 22,569 32,131
Net Assets of Discontinued Operations 413 13,063
- ------------------------------------------------------------------------------------------------------------------------
Total Current Assets 298,473 299,454
- ------------------------------------------------------------------------------------------------------------------------
PROPERTY
Land and Buildings 109,999 96,143
Machinery and Equipment 462,102 400,708
Leasehold Improvements 113,850 92,833
Assets Under Capital Leases 1,920 1,920
- ------------------------------------------------------------------------------------------------------------------------
Total, at Cost 687,871 591,604
Accumulated Depreciation and Amortization 277,304 252,077
- ------------------------------------------------------------------------------------------------------------------------
Property, Net 410,567 339,527
- ------------------------------------------------------------------------------------------------------------------------
INVESTMENTS AND OTHER ASSETS
Investments 29,841 28,729
Other Assets 62,821 47,608
- ------------------------------------------------------------------------------------------------------------------------
Total Assets $801,702 $715,318
========================================================================================================================
Liabilities and Shareholders' Equity
CURRENT LIABILITIES
Notes Payable $ 7,118 $ 5,852
Current Portion of Long-term Debt 5,247 9,192
Dividends Payable 3,252 6,491
Accounts Payable 134,780 143,537
Federal and State Income Taxes 1,945 (253)
Accrued Compensation 34,677 28,911
Accrued Interest 20,530 13,623
Other Accrued Liabilities 25,790 18,360
- ------------------------------------------------------------------------------------------------------------------------
Total Current Liabilities 233,339 225,713
- ------------------------------------------------------------------------------------------------------------------------
NON-CURRENT LIABILITIES
Long-term Debt 159,188 119,760
Deferred Income Taxes 43,598 34,527
Other Liabilities 18,721 19,082
- ------------------------------------------------------------------------------------------------------------------------
Commitments and Contingencies
- ------------------------------------------------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY
Common Stock -- Shares Outstanding:
1996 - 46,461,290; 1995 - 46,373,666 55,599 54,816
Retained Earnings 293,654 262,921
Cumulative Translation Adjustments (2,397) (1,501)
- ------------------------------------------------------------------------------------------------------------------------
Shareholders' Equity 346,856 316,236
- ------------------------------------------------------------------------------------------------------------------------
Total Liabilities and Shareholders' Equity $801,702 $715,318
========================================================================================================================
</TABLE>
The accompanying notes to consolidated financial statements are an integral
part of these balance sheets.
1996 Annual Report / RUDDICK CORPORATION / 19
<PAGE> 9
STATEMENTS OF CONSOLIDATED INCOME AND RETAINED EARNINGS
Ruddick Corporation and Subsidiaries
For the Fiscal Years Ended September 29, 1996, October 1, 1995, and
October 2, 1994
<TABLE>
<CAPTION>
(Dollars in thousands, except per share data) 1996 1995 1994
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net Sales $2,142,501 $2,009,776 $1,855,896
- ------------------------------------------------------------------------------------------------------------------------
Cost of Sales 1,556,216 1,479,339 1,394,688
Selling, General and Administrative Expenses 503,142 453,709 397,260
- ------------------------------------------------------------------------------------------------------------------------
Operating Profit 83,143 76,728 63,948
- ------------------------------------------------------------------------------------------------------------------------
Net Interest Expense 12,155 10,480 8,329
Other Administrative Expense 9,102 7,327 4,119
- ------------------------------------------------------------------------------------------------------------------------
Income From Continuing Operations Before Taxes 61,886 58,921 51,500
Taxes 19,160 19,839 18,826
- ------------------------------------------------------------------------------------------------------------------------
Income From Continuing Operations 42,726 39,082 32,674
Income (Loss) From Discontinued Operations Net of Taxes 76 185 (863)
- ------------------------------------------------------------------------------------------------------------------------
Net Income 42,802 39,267 31,811
Retained Earnings at Beginning of Fiscal Year 262,921 235,219 213,389
- ------------------------------------------------------------------------------------------------------------------------
Total 305,723 274,486 245,200
- ------------------------------------------------------------------------------------------------------------------------
Dividends:
Preference -- 1994: $.38 a share -- -- 27
Common -- 1996: $.26 a share; 1995: $.25 a share;
1994: $.22 a share 12,069 11,565 9,954
- ------------------------------------------------------------------------------------------------------------------------
Total Dividends 12,069 11,565 9,981
- ------------------------------------------------------------------------------------------------------------------------
Retained Earnings at End of Fiscal Year $ 293,654 $ 262,921 $ 235,219
========================================================================================================================
Net Income Per Share:
Income From Continuing Operations $ .92 $ .84 $ .69
Income (Loss) From Discontinued Operations -- -- (.02)
- ------------------------------------------------------------------------------------------------------------------------
Net Income Per Share $ .92 $ .84 $ .67
========================================================================================================================
</TABLE>
The accompanying notes to consolidated financial statements are an integral
part of these statements.
20 / RUDDICK CORPORATION / 1996 Annual Report
<PAGE> 10
STATEMENTS OF CONSOLIDATED CASH FLOWS
Ruddick Corporation and Subsidiaries
For the Fiscal Years Ended September 29, 1996, October 1, 1995, and
October 2, 1994
<TABLE>
<CAPTION>
(Dollars in thousands) 1996 1995 1994
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net Income $ 42,802 $ 39,267 $31,811
Non-cash Items Included in Net Income
Depreciation 48,275 41,888 37,920
Deferred Taxes 6,863 (215) 2,566
Restructuring Charge (1,512) (1,480) (82)
Other, Net 2,902 5,286 3,605
Decrease (Increase) in Accounts Receivable (12,903) (2,634) (2,999)
Decrease (Increase) in Inventories (6,254) (2,881) (9,415)
Decrease (Increase) in Other Current Assets 11,466 (13,903) (3,683)
Increase (Decrease) in Current Liabilities 11,874 37,860 28,958
- ------------------------------------------------------------------------------------------------------------------------
Net Cash Provided by Operating Activities 103,513 103,188 88,681
- ------------------------------------------------------------------------------------------------------------------------
Net Cash Provided by Discontinued Activities 12,650 2,538 289
- ------------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Capital Expenditures (123,280) (98,205) (66,800)
Cash Proceeds from Sale of Property 4,127 126 973
COLI, Net (9,098) (9,345) (8,265)
Other, Net (10,668) 1,985 (2,693)
- ------------------------------------------------------------------------------------------------------------------------
Net Cash Used in Investing Activities (138,919) (105,439) (76,785)
- ------------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Proceeds from Long-term Borrowings 44,950 25,777 11,400
Payments of Principal on Long-term Debt (8,285) (5,408) (5,624)
Dividends Paid (12,069) (11,565) (9,981)
Other, Net 234 (4,663) (5,841)
- ------------------------------------------------------------------------------------------------------------------------
Net Cash Provided by (Used in) Financing Activities 24,830 4,141 (10,046)
- ------------------------------------------------------------------------------------------------------------------------
Increase in Cash and Cash Equivalents 2,074 4,428 2,139
Cash and Cash Equivalents at Beginning of Year 18,959 14,531 12,392
- ------------------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents at End of Year $ 21,033 $ 18,959 $14,531
- ------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash Paid During the Year for:
Interest $ 11,201 $ 11,357 $ 8,455
Income Taxes $ 11,056 $ 23,959 $16,295
========================================================================================================================
</TABLE>
The accompanying notes to consolidated financial statements are an integral
part of these statements.
1996 Annual Report / RUDDICK CORPORATION / 21
<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 operating companies, American & Efird,
Inc. and Harris Teeter, Inc., collectively referred to herein as the Company.
Jordan Graphics, Inc. is included in consolidation as a discontinued business
segment. 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 $19,047,000 ($19,215,000)
less than the first-in, first-out (FIFO) cost method at September 29, 1996
(October 1, 1995).
PROPERTY AND DEPRECIATION
Property is at cost and is depreciated, using principally the straight-line
method, over the following useful lives:
<TABLE>
<S> <C>
- --------------------------------------------------------------------------------
Land improvements 10-40 years
Buildings 10-50 years
Machinery and equipment 3-20 years
- --------------------------------------------------------------------------------
</TABLE>
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 20 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
The Company holds a financial position in certain shopping centers in which
Harris Teeter, Inc., is an anchor tenant. Additionally, it makes loans to and
equity investments in a number of emerging growth companies, as well as
selected publicly traded companies. Financial investments are carried at the
lower of cost or market. In management's opinion, the net aggregate carrying
value of financial instruments of $7,335,000 and $7,690,000 held for investment
approximated their aggregate fair values at September 29, 1996 and October 1,
1995, respectively.
22 / RUDDICK CORPORATION / 1996 Annual Report
<PAGE> 12
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
$18,564,000 in 1996, $12,845,000 in 1995 and $5,761,000 in 1994, 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 10-15 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. 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.
PER SHARE AMOUNTS
Primary and fully diluted net income per share amounts were determined based on
the weighted average number of shares of common stock and common stock
equivalents (non-cumulative, voting $.56 convertible preference stock and stock
options) outstanding. The weighted average primary shares outstanding were
46,618,950 in 1996, 46,536,346 in 1995 and 47,193,122 in 1994. Common stock
equivalents had no material effect on the per share amounts in 1996, 1995 and
1994.
DISCONTINUED OPERATIONS
On January 23, 1996, the assets of the business forms segment were sold under a
plan of disposition established during the first fiscal quarter of 1996. The
Company retained certain land and buildings, which assets have been valued at
the lower of cost or net realizable value. The revenues of the discontinued
operation were $17,293,000 (16 weeks), $60,991,000, and $52,541,000 in fiscal
1996, 1995 and 1994, respectively. Operating profits (losses) were $123,000,
$336,000 and ($1,432,000) for the same respective periods.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual amounts could differ from those estimates.
1996 Annual Report / RUDDICK CORPORATION / 23
<PAGE> 13
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Ruddick Corporation and Subsidiaries
RECLASSIFICATIONS
To conform with classifications adopted in the current year, the financial
statements for prior years reflect certain reclassifications, which have no
effect on net income.
LEASES
The Company leases certain equipment under agreements expiring during the next
six years. Harris Teeter leases most of its stores under leases that expire
during the next 22 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 11 years. Rent expenses were as
follows:
<TABLE>
<CAPTION>
(In thousands) 1996 1995 1994
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Operating Leases:
Minimum $43,282 $36,111 $33,923
Contingent 1,175 1,277 971
- -------------------------------------------------------------------------------------------------------
Total $44,457 $37,388 $34,894
- -------------------------------------------------------------------------------------------------------
</TABLE>
Future minimum lease commitments at September 29, 1996 (excluding leases
assigned or expected to be assigned - see below) were as follows:
<TABLE>
<CAPTION>
CAPITAL OPERATING
(In thousands) LEASES LEASES
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1997 $ 268 $ 46,427
1998 268 44,904
1999 268 42,774
2000 268 41,284
2001 268 39,106
Later years 476 395,558
- ----------------------------------------------------------------------------------------------------------------
Total minimum lease payments $1,816 $610,053
- ----------------------------------------------------------------------------------------------------------------
Less amount representing interest
(Store premises, 6.75%-10.25%, store equipment, 8%-15%) 921
- ----------------------------------------------------------------------------------------------------------------
Present value of minimum lease obligations 895
Less current portion 93
- ----------------------------------------------------------------------------------------------------------------
Long-term capital lease obligations $ 802
- ----------------------------------------------------------------------------------------------------------------
Total minimum sublease rentals to be received under noncancelable subleases $ 2,842
- ----------------------------------------------------------------------------------------------------------------
</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 13 years, and the future minimum lease payments of $13,819,000 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 16 years, and
the future minimum lease payments related to these locations total $19,686,000
(approximating $2,175,000 per year for each of the next five years).
24 / RUDDICK CORPORATION / 1996 Annual Report
<PAGE> 14
LONG-TERM DEBT
Long-term debt at September 29, 1996 and October 1, 1995 was as follows:
<TABLE>
<CAPTION>
(In thousands) 1996 1995
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
8.57% Term Note due $1,167 quarterly through May 2007 $ 50,167 $ 54,833
6.48% Senior Note due March 2011 50,000 --
Revolving line of credit, variable rate, due February 2001 48,600 62,100
5.7% Term Note due April 1996 - Repaid in l996 -- 2,666
Industrial revenue bond, variable rate, due November 2000 2,500 2,500
Industrial revenue bond due August 1997 - Repaid in l996 -- 542
Obligations under capital leases and other 13,168 6,311
- ------------------------------------------------------------------------------------------------------------------------
Total 164,435 128,952
Less current portion 5,247 9,192
- ------------------------------------------------------------------------------------------------------------------------
Total long-term debt $159,188 $119,760
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
Long-term debt maturities, excluding obligations under capital leases, in each
of the next five fiscal years are as follows: 1997 - $5,152,000; 1998 -
$7,429,000; 1999 - $5,116,000; 2000 - $4,962,000; 2001 - $7,327,000.
Additionally, in fiscal 2001 the revolving line of credit ($48,600,000 as of
September 29, 1996) would mature; however, management expects to obtain the
one-year extension of term upon receipt of the mutual consent of lenders under
the "evergreen" provisions of the loan agreement.
During fiscal 1995, the Company increased its revolving line of credit with
three banks to $100,000,000. During 1996 (l995) the maximum outstanding
borrowing under the revolving line of credit was $100,000,000 ($78,600,000) and
the average for the 364 days outstanding was $70,562,000 ($61,817,000). The
daily weighted average interest rate (a variable rate related to the current
published CD rate) was 5.9% (6.7%) and a commitment fee of 1/8% of the unused
line is charged.
During fiscal 1996, the Company executed an unsecured $50,000,000 6.48% Senior
Promissory Note, due March 1, 2011, with a major insurance company. Proceeds
from the Note were used to reduce the amount borrowed under the revolving line
of credit. At the same time, a non-committed $50,000,000 Private Shelf Facility
was executed with the same insurance company. As of September 29, 1996, no
commitments had been initiated under the Private Shelf Facility.
In management's opinion, the recorded amounts of the fixed rate obligations of
the Company approximate their fair value at September 29, 1996 and October 1,
1995 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 September 29, 1996,
consolidated tangible net worth exceeded by $58,578,000 the balance which,
under the most restrictive provisions, must be maintained through September 28,
1997. The requirement shall increase annually by 40% of consolidated net income
for such year.
Total interest expense on long-term debt was $12,748,000, $10,649,000 and
$8,563,000 in 1996, 1995 and 1994, respectively.
1996 Annual Report / RUDDICK CORPORATION / 25
<PAGE> 15
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Ruddick Corporation and Subsidiaries
CAPITAL STOCK
The capital stock of the Company authorized at September 29, 1996 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.
Changes in shares issued and outstanding and in shareholders' equity accounts
other than retained earnings are summarized as follows:
<TABLE>
<CAPTION>
PREFERENCE-NONCUMULATIVE
$.56 CONVERTIBLE (1) COMMON
(In thousands except share amounts) Shares Amount Shares Amount
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------
Balance at October 3, 1993 97,286 $486 46,036,146 $62,523
- ------------------------------------------------------------------------------------------------------------------------
Preference conversion (95,170) (476) 761,360 476
Shares issued under exercised stock options -- -- 299,330 1,684
Shares purchased and retired (2,116)(1) (10) (744,622) (7,370)
Tax effect of disqualifying option stocks -- -- -- 307
- ------------------------------------------------------------------------------------------------------------------------
Balance at October 2, 1994 0 $ 0 46,352,214 $57,620
- ------------------------------------------------------------------------------------------------------------------------
Shares issued under exercised stock options -- -- 704,052 3,639
Shares purchased and retired -- -- (682,600) (6,952)
Tax effect of disqualifying option stocks -- -- -- 471
Other -- -- -- 38
- ------------------------------------------------------------------------------------------------------------------------
Balance at October 1, 1995 0 $ 0 46,373,666 $54,816
- ------------------------------------------------------------------------------------------------------------------------
Shares issued under exercised stock options -- -- 94,424 661
Tax effect of disqualifying option stocks -- -- -- 117
Other -- -- (6,800) 5
- ------------------------------------------------------------------------------------------------------------------------
Balance at September 29, 1996 0 $ 0 46,461,290 $55,599
- ------------------------------------------------------------------------------------------------------------------------
</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 rata dividend of $.10 per share.
During fiscal 1995, the Company declared a two-for-one split of the common
stock effected in the form of a 100% stock dividend. All common stock and per
share data included in the consolidated financial statements and footnotes have
been restated to reflect the stock split.
The 1982, 1988, 1993 and 1995 incentive stock option plans authorized options
for 4,000,000 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 September 29, 1996, the Company may grant
additional options for the purchase of 936,600 shares.
26 / RUDDICK CORPORATION / 1996 Annual Report
<PAGE> 16
A summary of the option transactions for the years ended September 29, 1996,
October 1, 1995 and October 2, 1994 follows:
<TABLE>
<CAPTION>
1996 1995 1994
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Options outstanding, beginning of year 696,384 1,364,062 1,446,992
Options granted 573,000 124,000 240,000
Options exercised 97,600 756,878 299,330
Options canceled or forfeited 56,000 34,800 23,600
Options outstanding, end of year 1,115,784 696,384 1,364,062
Options exercisable, end of year 297,984 403,584 1,027,262
Exercise price $5 15/64 - $11 15/16 $5 15/64 - $11 11/32 $5 15/64 - $11 11/32
</TABLE>
One preferred share purchase right is attached to each outstanding share of
common stock, which rights expire on November 15, 2000. Each right entitles the
holder to purchase one four-hundredth of a share of a new Series A Junior
Participating Additional Preferred Stock at $26.25. The rights will become
exercisable only under certain circumstances related to a person or group
acquiring or offering to acquire a substantial portion of the Company's common
stock. If certain additional events then occur, each right would entitle the
rightholder to acquire common stock of the Company, or in some cases of an
acquiring entity, having a value equal to twice the exercise price. Under
certain circumstances, the Board of Directors may exchange all or part of the
outstanding rights at an exchange ratio per right of one share of common stock,
or one four-hundredth of a share of Series A Junior Participating Additional
Preferred Stock, or may redeem each right at a price of $.0025. There are
200,000 shares of Series A Junior Participating Additional Preferred Stock
reserved for issuance upon exercise.
INCOME TAXES
The provision for income taxes consisted of the following:
<TABLE>
<CAPTION>
(In thousands) 1996 1995 1994
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CURRENT
Federal $10,509 $15,844 $12,990
State and other 2,486 3,983 3,599
- ------------------------------------------------------------------------------------------------------------------------
12,995 19,827 16,589
- ------------------------------------------------------------------------------------------------------------------------
DEFERRED
Federal 5,196 (151) 2,134
State and other 969 163 103
- ------------------------------------------------------------------------------------------------------------------------
6,165 12 2,237
- ------------------------------------------------------------------------------------------------------------------------
Provision for income taxes $19,160 $19,839 $18,826
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
Income from foreign operations before income taxes in fiscal 1996, 1995 and
1994 was $1,390,000, $560,000 and $1,020,000, respectively.
1996 Annual Report / RUDDICK CORPORATION / 27
<PAGE> 17
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Ruddick Corporation and Subsidiaries
Income tax expense differed from an amount computed by applying the statutory
tax rates to pre-tax income as follows:
<TABLE>
<CAPTION>
(In thousands) 1996 1995 1994
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Income tax on pre-tax income at the statutory federal rate of 35% $21,660 $20,622 $18,025
Increase (decrease) attributable to:
State and other income taxes, net of federal income tax benefit 1,802 2,826 1,959
Company owned life insurance (4,261) (3,646) (2,020)
Other items, net (41) 37 862
- ------------------------------------------------------------------------------------------------------------------------
Income tax expense $19,160 $19,839 $18,826
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
The tax effects of temporary differences giving rise to the Company's
consolidated deferred tax liability at September 29, 1996 and October 1, 1995
are as follows:
<TABLE>
<CAPTION>
(In thousands) 1996 1995
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
DEFERRED TAX ASSETS
Employee benefits $ 6,215 $ 6,129
Reserves not currently deductible 6,426 6,649
Other 1,835 3,011
- ------------------------------------------------------------------------------------------------------------------------
Total deferred tax assets $ 14,476 $ 15,789
- ------------------------------------------------------------------------------------------------------------------------
DEFERRED TAX LIABILITIES
Property, plant and equipment$(46,996)$(41,884)
Other capitalized costs (3,094) (3,272)
Other (6,134) (6,216)
- ------------------------------------------------------------------------------------------------------------------------
Total deferred tax liabilities $(56,224) $(51,372)
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
28 / RUDDICK CORPORATION / 1996 Annual Report
<PAGE> 18
INDUSTRY SEGMENT INFORMATION
The Company operates primarily in two businesses: textiles - American & Efird,
and retail grocery (including the real estate and store development activities
of the Company ) - Harris Teeter. American & Efird manufactures sewing thread
for the apparel and other markets. Harris Teeter operates a regional chain of
supermarkets.
Summarized information for fiscal 1996, 1995 and 1994 is as follows:
<TABLE>
<CAPTION>
RETAIL
(in millions) TEXTILES GROCERY(1) CORPORATE(2) CONSOLIDATED
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1996
- ------------------------------------------------------------------------------------------------------------------------
Net Sales $309.5 $1,833.0 $2,142.5
- ------------------------------------------------------------------------------------------------------------------------
Gross Profit 93.9 492.4 586.3
- ------------------------------------------------------------------------------------------------------------------------
Operating Profit 34.7 48.4 83.1
- ------------------------------------------------------------------------------------------------------------------------
Assets Employed at Year-End $263.5 $ 476.9 $61.3 $ 801.7
Depreciation and Amortization 11.8 35.2 1.3 48.3
Capital Expenditures 35.6(3) 83.2 4.5 123.3
1995
- ------------------------------------------------------------------------------------------------------------------------
Net Sales $298.0 $1,711.8 $2,009.8
- ------------------------------------------------------------------------------------------------------------------------
Gross Profit 87.4 443.0 530.4
- ------------------------------------------------------------------------------------------------------------------------
Operating Profit 34.6 42.1 76.7
- ------------------------------------------------------------------------------------------------------------------------
Assets Employed at Year-End $214.1 $ 437.2 $64.0 $ 715.3
Depreciation and Amortization 11.0 29.3 1.6 41.9
Capital Expenditures 16.4 81.4 .4 98.2
1994
- ------------------------------------------------------------------------------------------------------------------------
Net Sales $277.0 $1,578.9 $1,855.9
- ------------------------------------------------------------------------------------------------------------------------
Gross Profit 77.7 383.5 461.2
- ------------------------------------------------------------------------------------------------------------------------
Operating Profit 26.9 37.0 63.9
- ------------------------------------------------------------------------------------------------------------------------
Assets Employed at Year-End $206.5 $ 365.6 $62.5 $ 634.6
Depreciation and Amortization 10.0 26.6 1.3 37.9
Capital Expenditures 20.4 46.4 -- 66.8
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Retail Grocery Assets Employed include $22,131,000, $19,080,000 and
$20,957,000 in 1996, 1995 and 1994, respectively, related to store
investment activities of the Company for the development of retail sites.
(2) Corporate Assets Employed include the net cash surrender value of Company
owned life insurance and the net assets of discontinued operations.
(3) Includes the purchase of certain assets of Threads USA.
1996 Annual Report / RUDDICK CORPORATION / 29
<PAGE> 19
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Ruddick Corporation and Subsidiaries
QUARTERLY INFORMATION (UNAUDITED)
The following table sets forth certain financial information, the high and low
sales prices and dividends declared for the common stock for the periods
indicated. The Company's common stock is listed and traded on the New York
Stock Exchange. As of September 29, 1996, there were 1,943 holders of record of
common stock.
<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH
(In millions, except per share data) QUARTER QUARTER QUARTER QUARTER
<S> <C> <C> <C> <C>
1996
- ------------------------------------------------------------------------------------------------------------------------
Operating Results
Net Sales $529.7 $522.3 $532.6 $557.9
Net Income 8.1 9.5 13.6 11.6
Net Income Per Share .17 .21 .29 .25
Dividend Per Share - Common .06 .06 .07 .07
Market Price Per Common Share
High 14 1/8 13 1/4 15 1/4 14
Low 9 5/8 10 5/8 12 1/4 11 1/4
1995
- ------------------------------------------------------------------------------------------------------------------------
Operating Results
Net Sales $493.6 $493.8 $510.2 $512.2
Net Income 8.3 10.3 11.3 9.4
Net Income Per Share .17 .23 .24 .20
Dividend Per Share - Common .03 .04 .04 .14(1)
Market Price Per Common Share
High 10 1/4 10 11/16 10 15/16 13 7/8
Low 8 1/2 9 3/8 9 5/8 10 7/16
</TABLE>
(1) Includes $.08 extra dividend in fiscal 1995.
COMMITMENTS AND CONTINGENCIES
Substantially all domestic full-time employees of the Company and its
subsidiaries participate in non-contributory, 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.
30 / RUDDICK CORPORATION / 1996 Annual Report
<PAGE> 20
The following table sets forth the defined benefit plans' funded status and
amounts recognized in the Company's consolidated balance sheets at September
29, 1996 and October 1, 1995:
<TABLE>
<CAPTION>
(In thousands) 1996 1995
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Actuarial present value of benefit obligations:
Vested benefits $ 71,585 $64,984
Non-vested benefits 2,934 2,507
- ------------------------------------------------------------------------------------------------------------------------
Accumulated benefit obligations 74,519 67,491
Effect of projected future compensation levels 19,612 20,026
- ------------------------------------------------------------------------------------------------------------------------
Projected benefit obligations 94,131 87,517
Plans' assets at fair market value 72,642 69,951
- ------------------------------------------------------------------------------------------------------------------------
Projected benefit obligations in excess of plans' assets (21,489) (17,566)
Unrecognized net asset at September 30, 1985,
net of amortization, being amortized over 15-20 years 1,935 2,330
Unrecognized net loss due to past experience
different from assumptions made (12,412) (12,234)
- ------------------------------------------------------------------------------------------------------------------------
Unfunded accrued pension cost $(11,012) $(7,662)
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
The plans' assets consist primarily of U. S. government securities, corporate
bonds, cash equivalents and domestic equities, all managed by two banks. The
contribution payable was $ 6,986,000 and $ 2,039,000 at September 29, 1996 and
October 1, 1995, respectively.
In 1996 and 1995, an 8% weighted average discount rate and a 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 8% for both years.
Pension expense for defined benefit plans for fiscal 1996, 1995 and 1994
included the following components:
<TABLE>
<CAPTION>
(In thousands) 1996 1995 1994
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Benefits earned by employees $4,033 $3,835 $3,822
Interest on projected benefit obligations 7,135 6,608 5,934
Actual return on plan assets (4,635) (7,134) 2,546
Net amortization and deferral (1,143) 1,873 (7,045)
- ------------------------------------------------------------------------------------------------------------------------
Net pension expense $5,390 $5,182 $5,257
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
The Company also has an Employee Stock Ownership Plan (ESOP) and a
profit-sharing plan. Expenses under these plans were as follows:
<TABLE>
<CAPTION>
(In thousands) 1996 1995 1994
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ESOP $7,866 $7,651 $5,205
Profit-sharing 1,699 1,652 866
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
The Company is involved in various lawsuits 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.
1996 Annual Report / RUDDICK CORPORATION / 31
<PAGE> 21
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 September 29,
1996, and October 1, 1995, and the related statements of consolidated income
and retained earnings and consolidated cash flows for each of the three years
in the period ended September 29, 1996. 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 September 29, 1996, and October 1, 1995, and
the results of their operations and their cash flows for each of three years in
the period ended September 29, 1996, in conformity with generally accepted
accounting principles.
ARTHUR ANDERSEN LLP
Charlotte, North Carolina,
October 24, 1996.
32 / RUDDICK CORPORATION / 1996 Annual Report
<PAGE> 1
EXHIBIT 21
RUDDICK CORPORATION
Affiliated Companies
as of December 20, 1996
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)
American & Efird Services, Inc.(1)
A&E Export, Inc.(1)
Harris Teeter, Inc.
Harris-Teeter Services, Inc.(2)
JGBF, Inc.
Ruddick of Delaware, Inc.
R. S. Dickson & Company
Ruddco Management, Inc.(3)
----------------
(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%
American & Efird Canada, Inc. - 100%
Hilos A&E de Costa Rica, S.A. - 100%
American & Efird International (FE) Limited - 100%
American & Efird de Mexico, S.A. de C.V. - 100%
American & Efird Mills (S) Pte. Ltd. - 100%
American & Efird (M) SON BHD - 100%
Hilos A&E Dominicana, Ltd. - Joint venture, 49% owned
Hilos A&E de Honduras, S.A. de C.V. - Joint venture, 45% 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. It should be noted that we have not audited any financial statements
of the Company subsequent to September 29, 1996 or performed any audit
procedures subsequent to the date of our report.
ARTHUR ANDERSEN LLP
Charlotte, North Carolina,
December 19, 1996.
<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
SEPTEMBER 29, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-29-1996
<PERIOD-START> OCT-02-1995
<PERIOD-END> SEP-29-1996
<CASH> 21,033,000
<SECURITIES> 0
<RECEIVABLES> 72,207,000
<ALLOWANCES> 1,398,000
<INVENTORY> 183,649,000
<CURRENT-ASSETS> 298,473,000
<PP&E> 687,871,000
<DEPRECIATION> 277,304,000
<TOTAL-ASSETS> 801,702,000
<CURRENT-LIABILITIES> 233,339,000
<BONDS> 159,188,000
0
0
<COMMON> 55,599,000
<OTHER-SE> 291,257,000
<TOTAL-LIABILITY-AND-EQUITY> 801,702,000
<SALES> 2,142,501,000
<TOTAL-REVENUES> 2,142,501,000
<CGS> 1,556,216,000
<TOTAL-COSTS> 2,059,358,000
<OTHER-EXPENSES> 9,102,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 12,155,000
<INCOME-PRETAX> 61,886,000
<INCOME-TAX> 19,160,000
<INCOME-CONTINUING> 42,726,000
<DISCONTINUED> 76,000
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 42,802,000
<EPS-PRIMARY> .92
<EPS-DILUTED> .92
</TABLE>
