<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
RUDDICK CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
RUDDICK CORPORATION
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
RUDDICK CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
FEBRUARY 6, 1997
To our Shareholders:
The Annual Meeting of the Shareholders of Ruddick Corporation will be held
in the Auditorium, 12th Floor, Two First Union Center, Third and College
Streets, Charlotte, North Carolina, on Thursday, February 6, 1997, at 11:00
A.M., local time, for the following purposes:
1. To set the number of directors at eleven;
2. To elect four directors of the Company for three-year terms; and
3. To transact such other business as may properly come before the
Annual Meeting or any adjournment or adjournments thereof.
Pursuant to the provisions of the North Carolina Business Corporation Act,
December 6, 1996 has been fixed as the record date for the determination of
shareholders entitled to notice of and to vote at the Annual Meeting, and
accordingly, only holders of the Company's Common Stock of record at the close
of business on that date will be entitled to notice of and to vote at the Annual
Meeting and any adjournments thereof.
You are cordially invited to attend the Annual Meeting. In the event you
will be unable to attend, please sign, date and return the accompanying proxy
promptly so that your shares may be represented and voted at the Annual Meeting.
A return envelope is enclosed for your convenience.
By Order of the Board of Directors.
DONALD B. WILLIFORD
Secretary
December 20, 1996
<PAGE> 3
RUDDICK CORPORATION
------------------------------------
Proxy Statement
------------------------------------
ANNUAL MEETING OF SHAREHOLDERS
to be held on
FEBRUARY 6, 1997
The following statement, first mailed or delivered to shareholders on or
about December 20, 1996, is furnished in connection with the solicitation by the
Board of Directors of Ruddick Corporation (herein called the "Company") of
proxies to be used at the Annual Meeting of Shareholders of the Company to be
held on Thursday, February 6, 1997, at 11:00 A.M., local time, in the
Auditorium, 12th Floor, Two First Union Center, Third and College Streets,
Charlotte, North Carolina, and at any adjournment or adjournments thereof. The
principal executive offices of the Company are located at 2000 Two First Union
Center, Charlotte, North Carolina 28282.
The accompanying form of proxy is for use at the Annual Meeting if a
shareholder will be unable to attend in person. The proxy may be revoked in
writing by the person giving it at any time before it is exercised either by
notice to the Corporate Secretary or by submitting a proxy having a later date,
or it may be revoked by such person by appearing at the Annual Meeting and
electing to vote in person. All shares represented by valid proxies received
pursuant to this solicitation, and not revoked before they are exercised, will
be voted in the manner specified therein. Where specifications are not made,
proxies will be voted in favor of electing as directors of the Company the four
persons named in this Proxy Statement, each to serve until the third annual
meeting of shareholders following his election.
The entire cost of soliciting these proxies will be borne by the Company.
In addition to the original solicitation of the proxies by mail, the Company may
request banks, brokers and other record holders to send proxies and proxy
materials to the beneficial owners of the Company's Common Stock ("Common
Stock") and secure their voting instructions and will reimburse them for their
reasonable expense in so doing. If necessary, the Company may also use one or
more of its regular employees, who will not be specially compensated, to solicit
proxies from the shareholders, either in person, by telephone or by special
letter.
Pursuant to the provisions of the North Carolina Business Corporation Act,
December 6, 1996 has been fixed as the record date for the determination of
shareholders entitled to notice of and to vote at the Annual Meeting.
Accordingly, only holders of the Common Stock of record at the close of business
on that date will be entitled to notice of and to vote at the Annual Meeting. On
the record date, there were 46,520,833 shares of Common Stock outstanding and
entitled to vote at the Annual Meeting. Each share is entitled to one vote on
each matter expected to be presented at the Annual Meeting, including the
election of directors.
<PAGE> 4
PRINCIPAL SHAREHOLDERS
The following persons are known to the Company to be, as of October 31,
1996, the beneficial owners of more than five percent of the Common Stock. The
nature of beneficial ownership of the shares included is presented in the notes
following the table.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) OF CLASS
- -------------------------------------------------------------- --------------------- --------
<S> <C> <C>
SunTrust Banks, Inc. ......................................... 13,174,602 28.3%
Trustee of the Ruddick Employee
Stock Ownership Plan(2)
Post Office Box 4655
Atlanta, Georgia 30302
Alan T. Dickson(3)............................................ 4,043,924 8.7
2000 Two First Union Center
Charlotte, North Carolina 28282
R. Stuart Dickson(4).......................................... 3,332,359 7.2
2000 Two First Union Center,
Charlotte, North Carolina 28282
</TABLE>
- ---------------
(1) "Beneficial Ownership," for purposes of the table, is determined according
to the meaning of applicable securities regulations and based on a review
of reports filed with the Securities and Exchange Commission pursuant to
Section 13(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), as of such date.
(2) SunTrust Banks, Inc. has sole investment power with respect to the number of
shares indicated except under limited circumstances. SunTrust Banks, Inc.
votes shares held by the Ruddick Employee Stock Ownership Plan (the "ESOP")
that have been allocated to individual accounts in accordance with the
participants' instructions, does not vote allocated shares as to which no
instructions are received and votes the unallocated shares in its sole
discretion.
(3) The amount shown includes 1,567,498 shares of Common Stock owned of record
and beneficially by Alan T. Dickson or by certain trusts of which Alan T.
Dickson is a trustee and beneficiary, as to which he has sole voting and
investment power; 82,163 shares of Common Stock allocated to his ESOP
account, as to which he has sole voting power but no investment power
except under limited circumstances; 2,233,837 shares of Common Stock owned
of record and beneficially by The Dickson Foundation, Inc., a charitable
foundation, as to which he shares voting and investment power and which are
also included in the table as being beneficially owned by R. Stuart
Dickson; 72,130 shares of Common Stock held as trustee for his niece, as to
which he has sole voting and investment power; and 88,296 shares of Common
Stock held in an estate of which he is sole executor and a beneficiary.
(4) The amount shown includes 857,058 shares of Common Stock owned of record and
beneficially by R. Stuart Dickson, as to which he has sole voting and
investment power; 82,984 shares of Common Stock allocated to his ESOP
account, as to which he has sole voting power but no investment power
except under limited circumstances; 131,320 shares of Common Stock held as
custodian or trustee for his daughter, as to which he has sole voting and
investment power; 2,233,837 shares of Common Stock owned of record and
beneficially by The Dickson Foundation, Inc., a charitable foundation, as
to which he shares voting and investment power and which are also included
in the table as being beneficially owned by Alan T. Dickson; and 27,160
shares of Common Stock owned of record and beneficially by his spouse, as
to which she has sole voting and investment power and as to which he
disclaims beneficial ownership.
2
<PAGE> 5
ELECTION OF DIRECTORS
Under the Company's Bylaws, the Board of Directors of the Company shall
consist of not less than nine nor more than thirteen members, which number shall
be fixed and determined from time to time by resolution of the shareholders, and
the directors shall be divided into three classes having staggered three-year
terms, so that the terms of approximately one-third of the directors will expire
each year. The number of directors is currently fixed at ten.
The terms of three of the directors expire at the Annual Meeting, including
Thomas M. Belk, who has served as a director since 1978. In accordance with the
Board of Directors' age policy, Thomas M. Belk is retiring from the Board and
not standing for re-election at the Annual Meeting. The Board of Directors has
recommended that the number of directors be increased to eleven and has
nominated four persons listed below to be elected as directors at the Annual
Meeting. Each nominee currently is a member of the Board of Directors, except
for John R. Belk and Thomas W. Dickson.
It is intended that the persons named as proxies in the accompanying form
of proxy will vote to elect as a director each of the four nominees listed
below, unless authority to so vote is withheld, each to serve until the third
annual meeting of shareholders following his election or until his successor
shall be elected and qualified to serve. Although the Board of Directors expects
that each of the nominees will be available for election, in the event a vacancy
in the slate of nominees is occasioned by death or other unexpected occurrence,
it is intended that shares represented by proxies in the accompanying form will
be voted for the election of a substitute nominee selected by the persons named
in the proxy. Directors will be elected by a plurality of the votes cast.
Therefore, while votes withheld from director nominees will be counted for
purposes of determining whether a quorum exists at the Annual Meeting, such
votes withheld will not have the effect of a "negative" vote with respect to the
election of directors. The Board of Directors unanimously recommends that the
shareholders vote to elect all of the nominees as directors.
Set forth below is the name of each nominee for election to the Board of
Directors and each member of the Board of Directors whose term will not expire
at the Annual Meeting, as well as each such person's age, his current principal
occupation (which has continued for at least the past five years unless
otherwise indicated) together with the name and principal business of the
company by which he is employed, the period during which he has served as a
director, all positions and offices that he holds with the Company and his
directorships in other companies with a class of securities registered pursuant
to Section 12 of the Exchange Act or subject to the requirements of Section
15(d) of such Act or companies registered as an investment company under the
Investment Company Act of 1940.
NOMINEES FOR TERMS EXPIRING IN 2000
JOHN R. BELK, age 38, has been Senior Vice President of Belk Stores
Services, Inc., retail merchants, since February 1992. Prior to that time, from
July 1990, he served as Vice President of Belk Brothers Company, retail
merchants. He also serves as a director of ALLTEL Corporation.
THOMAS W. DICKSON, age 41, has been Executive Vice President of the Company
since February 1996. Prior to that time, from February 1994, he served as
President of, and from February 1991 to 1994, he served as Executive Vice
President of, American & Efird, Inc., a wholly owned subsidiary of the Company
engaged in the manufacture and distribution of sewing thread.
3
<PAGE> 6
JAMES E. S. HYNES, age 56, is the Chairman of the Board of Hynes Sales Co.,
Inc., manufacturers' representatives. He has been a director of the Company
since 1983 and also serves as a director of North Carolina Natural Gas
Corporation.
E. C. WALL, JR., age 59, has been the Chairman of the Board of Canal
Industries, Inc., a dealer in forest products, since January 1996, and prior
thereto served as President of Canal Industries, Inc. He has been a director of
the Company since 1985 and also serves as a director of Sonoco Products Company,
SCANA Corporation and NationsBank Corporation. He also serves as a Trustee of
The Duke Endowment.
DIRECTORS WITH TERMS EXPIRING IN 1999
EDWIN B. BORDEN, JR., age 62, is the President and Chief Executive Officer
of The Borden Manufacturing Company, a company engaged in the manufacture and
sale of high quality cotton and polyester/cotton yarns. He has been a director
of the Company since 1991 and also serves as a director of Carolina Power &
Light Company, Jefferson-Pilot Corporation, Triangle Bancorp, Inc. and Winston
Hotels, Inc.
R. STUART DICKSON, age 67, has been Chairman of the Executive Committee of
the Company since February 1994. Prior to that time, he served as Chairman of
the Board of the Company. He has been a director of the Company since 1968 and
also serves as a director of Textron, Inc., First Union Corporation, United
Dominion Industries Limited, PCA International, Inc and Dimon Incorporated.
HUGH L. MCCOLL, JR., age 61, is the Chairman of the Board and Chief
Executive Officer of NationsBank Corporation, a bank holding company. He has
been a director of the Company since 1978 and also serves as a director of CSX
Corporation, Sonoco Products Company and Jefferson-Pilot Corporation.
DIRECTORS WITH TERMS EXPIRING IN 1998
JOHN W. COPELAND, age 61, has been President of the Company since February
1994. Prior to that time, he served as President of American & Efird, Inc., a
wholly owned subsidiary of the Company engaged in the manufacture and
distribution of sewing thread. He has been a director of the Company since 1989
and also serves as a director of Public Service Company of North Carolina, Inc.
ALAN T. DICKSON, age 65, has been Chairman of the Board of the Company
since February 1994. Prior to that time, he served as President of the Company.
He has been a director of the Company since 1968 and also serves as a director
of NationsBank Corporation, Lance, Inc., Sonoco Products Company and Bassett
Furniture Industries, Inc.
BEVERLY F. DOLAN, age 69, is the retired Chairman of the Board of Textron,
Inc., a diversified holding company. He also served as President of Textron,
Inc. until January 1990 and Chief Executive Officer until January 1, 1992. Mr.
Dolan has been a director of the Company since 1992 and also serves as a
director of First Union Corporation, FPL Group, Inc. and Polaris Industries Inc.
RODDEY DOWD, SR., age 64, is the Chairman of the Board of Charlotte Pipe &
Foundry Co., a manufacturing firm. He has been a director of the Company since
1968 and also serves as a director of First Union Corporation.
Alan T. Dickson and R. Stuart Dickson are brothers. Thomas W. Dickson is
the son of R. Stuart Dickson and the nephew of Alan T. Dickson. John R. Belk is
the son of Thomas M. Belk, a member of the Board of
4
<PAGE> 7
Directors of the Company during fiscal 1996. No other director has a family
relationship with any other executive officer, director or nominee for director
of the Company as close as first cousin.
DIRECTORS' FEES AND ATTENDANCE
Each director, other than those receiving payments as a result of
employment by the Company, receives compensation of $12,000 per year for his
service as a director, plus $1,000 for each Board of Directors or committee
meeting attended. In addition, pursuant to the Company's 1995 Comprehensive
Stock Option Plan (the "1995 Plan"), each director who was not an employee of
the Company or its subsidiaries at the time of adoption of such Plan was
granted, and any new director upon his election shall be granted, an immediately
vested nonstatutory stock option to purchase 10,000 shares of Common Stock. The
exercise price of shares of Common Stock covered by such option shall be no less
than 100% of the fair market value of such shares on the Grant Date of such
option, as described more fully in the 1995 Plan. Under the terms of the 1995
Plan, no option granted to a non-employee director may be exercised within six
months of, or after ten years from, the date it is granted. As of November 15,
1996, the date of adoption of the 1995 Plan, options to purchase 10,000 shares
of Common Stock at an exercise price of $11.4375 per share were granted to each
of Messrs. Thomas M. Belk, Borden, Dolan, Dowd, Hynes, McColl and Wall. As of
November 21, 1996, the Board of Directors of the Company, in its discretion,
granted to each of such non-employee directors immediately exercisable options
to purchase an additional 1,000 shares of Common Stock at an exercise price of
$13.1875 per share. Such additional options were otherwise granted on the same
terms as options that may be granted to such directors under the 1995 Plan.
Finally, the Company provides $100,000 of term life insurance coverage for each
director who is not an employee of the Company or its subsidiaries.
The Board of Directors held five meetings during fiscal 1996. Each director
attended at least 75% of the aggregate of the total number of meetings of the
Board of Directors and the total number of meetings of all committees of the
Board of Directors of which he was a member held during fiscal 1996, except for
Hugh L. McColl, Jr. who attended 50% of such aggregate number of meetings.
COMMITTEES OF THE BOARD
The Company's Board of Directors has the following standing committees: (i)
the Executive Committee, whose current members are Messrs. R. Stuart Dickson,
Alan T. Dickson, Copeland, Thomas M. Belk and McColl; (ii) the Audit Committee,
whose current members are Messrs. Borden, Dowd and Wall; (iii) the Compensation
and Special Stock Option Committee (the "Compensation Committee"), whose current
members are Messrs. Thomas M. Belk, Dolan and Hynes; and (iv) the Retirement
Benefits Committee, whose current members are Messrs. Borden, Dowd and Hynes.
Subject to limitations under North Carolina law, the Executive Committee, which
was established by the Board of Directors effective February 1994, may exercise
all of the authority of the Board of Directors in the management of the Company.
The Executive Committee held one meeting in fiscal 1996. The Audit Committee
recommends independent auditors for the Company and reviews its financial
statements, audit reports, internal financial controls and internal audit
procedures. The Audit Committee met two times during fiscal 1996. The
Compensation Committee assesses the Company's overall compensation programs and
philosophies. Among other things, it approves and recommends to the Board of
Directors the compensation and incentive for executive officers, the incentive
for other parent company employees and the compensation for directors. In
addition, the Compensation Committee grants stock options pursuant to the
Company's stock option plans and awards units under the Long Term Key Management
Incentive Program and reports such actions to the Board of Directors. It also
reviews the compensation set for other parent company employees and the
compensation and incentive set for
5
<PAGE> 8
other employees of the Company's subsidiaries. The Compensation Committee met
once during fiscal 1996. See "REPORT OF THE COMPENSATION AND SPECIAL STOCK
OPTION COMMITTEE."
The Board of Directors does not have a standing nominating committee or a
committee performing a similar function.
BENEFICIAL OWNERSHIP OF COMPANY STOCK
The following table presents information regarding the beneficial ownership
of the Common Stock, within the meaning of applicable securities regulations, of
all current directors and nominees for director of the Company and the executive
officers named in the Summary Compensation Table included herein, and of such
directors and nominees and all executive officers of the Company as a group, all
as of October 31, 1996. Except as otherwise indicated, the persons named in the
table have sole voting and investment power over the shares included in the
table.
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
BENEFICIALLY PERCENT
NAME OWNED(1) OF CLASS
- --------------------------------------------------------------------- ------------ --------
<S> <C> <C>
John R. Belk......................................................... 0 *
Thomas M. Belk....................................................... 11,600(2) *
Richard N. Brigden................................................... 53,530(3) *
Edwin B. Borden, Jr.................................................. 22,000(2) *
John W. Copeland..................................................... 106,371(4) *
Alan T. Dickson...................................................... 4,043,924(5) 8.7%
R. Stuart Dickson.................................................... 3,332,359(6) 7.2%
Thomas W. Dickson.................................................... 225,545(7) *
Beverly F. Dolan..................................................... 20,400(2) *
Roddey Dowd, Sr...................................................... 18,400(2) *
Edward S. Dunn, Jr................................................... 66,792(8) *
Fred A. Jackson...................................................... 41,515(9) *
James E. S. Hynes.................................................... 50,000(2) *
Hugh L. McColl, Jr................................................... 12,000(2) *
E. C. Wall, Jr....................................................... 18,042(2) *
All directors, nominees for director and executive officers as a
group (15 persons)................................................. 5,788,641(10) 12.5%
</TABLE>
- ---------------
* Less than 1%
(1) The table includes shares allocated under the ESOP to individual accounts
of those named persons and group members who participate in the ESOP, the
voting of which is directed by such named persons or group members, as
appropriate. The table does not include any unallocated shares held by the
ESOP, which are voted by SunTrust Banks, Inc. in its sole discretion. See
Note 1 to "PRINCIPAL SHAREHOLDERS."
(2) Includes 10,000 shares that may be acquired upon the exercise of stock
options that are currently exercisable, as to which such director would
have sole voting and investment power upon acquisition. On November 21,
1996, immediately exercisable options to purchase 1,000 shares of Common
Stock were granted to such director, as to which such director would have
sole voting and investment power upon acquisition.
6
<PAGE> 9
(3) The amount shown includes 40,526 shares owned of record and beneficially by
Mr. Brigden, as to which he has sole voting and investment power; 11,804
shares allocated to his ESOP account, as to which he has sole voting power,
but no investment power except under limited circumstances; and 1,200
shares that may be acquired by him upon the exercise of stock options that
are currently exercisable or become exercisable within sixty days, as to
which he would have sole voting and investment power upon acquisition.
(4) The amount shown includes 47,034 shares owned of record and beneficially by
Mr. Copeland or a corporation of which he is sole shareholder, as to which
he has sole voting and investment power; 33,337 shares allocated to his
ESOP account, as to which he has sole voting power, but no investment power
except under limited circumstances; 1,600 shares owned by his adult
children, as to which he has sole voting and investment power pursuant to a
power of attorney; 400 shares held of record by the Ann F. Copeland and
John W. Copeland Charitable Fund, Inc., as to which he has sole voting and
investment power; and 24,000 shares that may be acquired by him upon the
exercise of stock options that are currently exercisable or become
exercisable within sixty days, as to which he would have sole voting and
investment power upon acquisition.
(5) See Note 3 under "PRINCIPAL SHAREHOLDERS."
(6) See Note 4 under "PRINCIPAL SHAREHOLDERS."
(7) The amount shown includes 185,760 shares owned of record and beneficially
by Mr. Dickson, as to which he has sole voting and investment power; 13,385
shares allocated to his ESOP account, as to which he has sole voting power,
but no investment power except under limited circumstances; 10,400 shares
of Common Stock held as custodian for his minor children, as to which he
has sole voting and investment power; and 16,000 shares that may be
acquired by him upon the exercise of stock options that are currently
exercisable or become exercisable within sixty days, as to which he would
have sole voting and investment power upon acquisition.
(8) The amount shown includes 28,632 shares owned of record and beneficially by
Mr. Dunn, as to which he has sole voting and investment power; 35,760
shares allocated to his ESOP account, as to which he has sole voting power,
but no investment power except under limited circumstances; and 2,400
shares that may be acquired by him upon the exercise of stock options that
are currently exercisable or become exercisable with sixty days, as to
which he would have sole voting and investment power upon acquisition.
(9) The amount shown includes 15,281 shares owned of record by Mr. Jackson
jointly with his spouse, as to which he shares voting and investment power;
15,434 shares allocated to his ESOP account, as to which he has sole voting
power, but no investment power except under limited circumstances; and
10,800 shares that may be acquired by him upon the exercise of stock
options that are currently exercisable or become exercisable within sixty
days, as to which he would have sole voting and investment power upon
acquisition.
(10) The amount shown includes (i) 3,252,777 shares, including 124,400 shares
that may be acquired upon the exercise of stock options that are currently
exercisable or become exercisable within sixty days, as to which such
persons have, or would have upon acquisition, sole voting and investment
power; (ii) 2,233,837 shares as to which they have shared voting and
investment power; (iii) 274,867 shares allocated to their respective ESOP
accounts, as to which they have sole voting power, but no investment power
except under limited circumstances; and (iv) 27,160 shares beneficially
owned by spouses, as to which such persons disclaim beneficial ownership.
7
<PAGE> 10
EXECUTIVE COMPENSATION
COMPENSATION SUMMARY
The following table sets forth a summary of all compensation paid to or
accrued for each executive officer of the Company for services rendered in all
capacities during the periods indicated:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
ANNUAL COMPENSATION ------------------------------------
---------------------------------------- RESTRICTED SECURITIES
OTHER STOCK UNDERLYING LTIP
NAME AND SALARY BONUS ANNUAL AWARD(S) OPTIONS/ PAYOUTS ALL OTHER
PRINCIPAL POSITION YEAR ($) ($) COMPENSATION($)(1) ($)(2) SARS (#) ($) COMPENSATION($)
- ------------------- ---- -------- -------- ------------------ ---------- ---------- --------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Alan T. Dickson 1996 $267,800 $137,114 0 0 $19,057(5)
Chairman of the 1995 260,000 132,340 $ 52,981 0 19,417
Board and 1994 260,000 101,990 0 0 20,594
Director of the
Company
R. Stuart Dickson 1996 267,800 137,114 0 0 27,816(6)
Chairman of the 1995 260,000 132,340 52,981 0 28,228
Executive 1994 260,000 101,990 0 0 29,409
Committee and
Director of the
Company
John W. Copeland 1996 300,750 153,984 0 0 17,884(7)
President and 1995 288,750 146,974 62,283 0 17,943
Director of the 1994 270,000 105,598 0 40,000 19,088
Company
Richard N. Brigden 1996 258,750 110,486 0 6,000 14,118(8)
Vice President -- 1995 246,750 104,622 46,585 0 14,065
Finance of the 1994 235,000 76,876 0 0 15,125
Company
Thomas W. Dickson 1996 208,000 84,877 0 12,000 9,867(9)
Executive Vice 1995 189,000 77,290 0 0 11,237
President of the 1994 180,000 51,207 0 12,000 8,763
Company
Edward S. Dunn, Jr. 1996 244,400 78,208 0 12,000 10,455(10)
President of 1995 224,500 110,098 36,270 0 10,122
Harris Teeter, 1994 204,000 80,988 0 0 10,933
Inc.(3)
Fred A. Jackson 1996 185,000 75,492 0 8,000 9,853(11)
President of 1995 -- -- -- -- --
American & Efird, 1994 -- -- -- -- --
Inc.(3)(4)
</TABLE>
- ---------------
(1) During fiscal 1996 the aggregate amount of perquisites and other personal
benefits and other non-cash compensation not reported above for each named
executive officer did not exceed the lesser of $50,000 or 10% of the total
amount reported above as annual salary and bonus for such individual.
(2) Represents the value of shares of restricted stock allocated pursuant to
the Long Term Key Management Incentive Program (see "LONG TERM KEY
MANAGEMENT INCENTIVE PROGRAM"). Such shares vest upon the earlier to occur
of (i) 20% per year over five years (beginning with fiscal year end 1995),
but not beginning before the participant is 55 years old, or (ii)
termination of employment due to death or disability. Such persons shall
receive dividends, and may vote, with respect to all shares of restricted
stock held for the accounts of such persons. The total number of shares of
restricted stock awarded to
8
<PAGE> 11
the named executive officers in fiscal 1995 was as follows: Alan T.
Dickson -- 5,434 shares; R. Stuart Dickson -- 5,434 shares; Mr.
Copeland -- 6,388 shares; Mr. Brigden -- 4,778 shares; and Mr. Dunn --
3,720 shares. At fiscal year end 1996, the number of shares of restricted
stock and corresponding values were held for such persons' accounts were as
follows: Alan T. Dickson -- 3,258 shares ($41,947); R. Stuart
Dickson -- 3,258 shares ($41,947); Mr. Copeland -- 3,832 shares ($49,337);
Mr. Brigden -- 2,866 shares ($36,900); and Mr. Dunn -- 3,720 shares
($47,895).
(3) American & Efird, Inc. and Harris Teeter, Inc. are wholly owned
subsidiaries of the Company.
(4) Mr. Jackson first became an executive officer of the Company upon his
election as President of American & Efird, Inc., effective August 1996.
(5) Includes the value of certain premiums paid by the Company in fiscal 1996
under its split-dollar life insurance program in the amount of $13,337, and
contributions by the Company in fiscal 1996 to certain defined contribution
plans in the amount of $5,720.
(6) Includes the value of certain premiums paid by the Company in fiscal 1996
under its split-dollar life insurance program in the amount of $22,096, and
contributions by the Company in fiscal 1996 to certain defined contribution
plans in the amount of $5,720.
(7) Includes the value of certain premiums paid by the Company in fiscal 1996
under its split-dollar life insurance program in the amount of $10,914, and
contributions by the Company in fiscal 1996 to certain defined contribution
plans in the amount of $6,970.
(8) Includes the value of certain premiums paid by the Company in fiscal 1996
under its split-dollar life insurance program in the amount of $7,148, and
contributions by the Company in fiscal 1996 to certain defined contribution
plans in the amount of $6,970.
(9) Includes the value of certain premiums paid by the Company in fiscal 1996
under its split-dollar life insurance program in the amount of $2,897, and
contributions by the Company in fiscal 1996 to certain defined contribution
plans in the amount of $6,970.
(10) Includes the value of certain premiums paid by the Company in fiscal 1996
under its split-dollar life insurance program in the amount of $3,485, and
contributions by the Company in fiscal 1996 to certain defined contribution
plans in the amount of $6,970.
(11) Includes the value of certain premiums paid by the Company in fiscal 1996
under its split-dollar life insurance program in the amount of $2,883, and
contributions by the Company in fiscal 1996 to certain defined contribution
plans in the amount of $6,970.
LONG TERM KEY MANAGEMENT INCENTIVE PROGRAM
The Company has maintained the Long Term Key Management Incentive Program
(the "Incentive Program") since 1989. The Incentive Program is designed to
provide incentives for the Company's top executives to achieve superior
performance in connection with operating the Company and its subsidiaries and is
administered by the Compensation Committee. Pursuant to the Incentive Program,
from time to time the Compensation Committee may establish five-year periods
(each, an "Incentive Period") in which one or more of the executives may
participate, as determined by the Compensation Committee. Upon completion of
each of the five years in an Incentive Period, the Company may make a dollar
contribution to a pool (the "Incentive Pool") established with respect to such
Incentive Period. The amount of the contribution is based upon that year's
return on beginning shareholders' equity. No contributions may be made, however,
if the Company fails to achieve a minimum return on shareholders' equity for
such year. This minimum return on
9
<PAGE> 12
shareholders' equity is established by the Compensation Committee at the
beginning of each Incentive Period and serves as the minimum required return for
each of the five years in the Incentive Period. Contributions to an Incentive
Pool are held in a trust and used to purchase shares of Common Stock at market
price. Throughout the Incentive Period, dividends paid with respect to such
shares of Common Stock are invested in additional shares of Common Stock to be
held in the Incentive Pool. The shares of Common Stock remain in the Incentive
Pool for the duration of the Incentive Period, at which time they are allocated
as hereinafter described.
Upon completion of each of the five years in an Incentive Period, units may
be awarded by the Compensation Committee to the executives participating in such
Incentive Period based primarily upon the relative success of each participant
in achieving certain financial objectives in each such year. The maximum number
of units a participant may receive in a year is one unit for each $10,000 of the
participant's annual cash compensation (salary plus incentive compensation). The
grant of units is based on subjective and objective criteria, as described in
the "REPORT OF THE COMPENSATION AND SPECIAL STOCK OPTION COMMITTEE." In the
event that the maximum amount of units available to be awarded to a participant
is not awarded in one year, in the discretion of the Compensation Committee, the
units may be awarded in a subsequent year during the Incentive Period. In
addition, also in the discretion of the Compensation Committee, units awarded in
a previous year during the Incentive Period may be reduced. A participant whose
employment terminates during an Incentive Period will forfeit any units
previously awarded, in the discretion of the Compensation Committee. Units have
no particular dollar or share value to executives during the Incentive Period.
The value of such units cannot be determined until the end of such Incentive
Period, at which time the value will be derived from the number of shares of
Common Stock, if any, held in the Incentive Pool, as well as the relative number
of units held by other executives participating in the Incentive Period.
During an Incentive Period, participants have no rights with respect to any
of the shares held in the related Incentive Pool. At the end of the Incentive
Period, shares in the Incentive Pool, if any, will be allocated to a separate
account for each participant, based on the proportionate number of units held by
each participant at the end of such Incentive Period. In the event of a change
in control of the Company during the Incentive Period, shares will be allocated
at that time, based on the units previously awarded. Shares allocated to the
accounts of participants will vest and generally will be distributed at the
earlier to occur of (i) 20% per year over five years, but not beginning before
the participant is 55 years old or (ii) termination of employment due to death
or disability. If a participant retires during the vesting period, the value of
any unvested shares will be paid in cash. A participant whose employment
terminates for any reason other than retirement, disability or death prior to
receiving full distribution of shares will forfeit any remaining shares in the
discretion of the Compensation Committee. Once the shares of Common Stock are
allocated to a participant's account, the participant may vote and receive
dividends with respect to such shares. Such participant will not, however, have
investment control with respect to such shares until the shares have vested and
been distributed to the participant.
10
<PAGE> 13
PENSION PLANS
The Company provides certain retirement benefits for each of the executives
included in the Summary Compensation Table pursuant to the Ruddick Supplemental
Executive Retirement Plan (the "SERP"), the Ruddick Corporation Employees'
Pension Plan (the "Pension Plan") and Social Security. The following table shows
the estimated annual benefits generally payable at normal retirement to an
executive who participates in
the SERP and the Pension Plan, in specified average compensation and years of
service classifications.
PENSION PLAN TABLE(1)
<TABLE>
<CAPTION>
ANNUAL BENEFIT UPON RETIREMENT
WITH YEARS OF SERVICE INDICATED(2)
----------------------------------------------------
FINAL AVERAGE EARNINGS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
- -------------------------------------------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$125,000.................................... $ 51,563 $ 68,750 $ 68,750 $ 68,750 $ 68,750
150,000.................................... 61,875 82,500 82,500 82,500 82,500
175,000.................................... 72,188 96,250 96,250 96,250 96,250
200,000.................................... 82,500 110,000 110,000 110,000 110,000
225,000.................................... 92,813 123,750 123,750 123,750 123,750
250,000.................................... 103,125 137,500 137,500 137,500 137,500
300,000.................................... 123,750 165,000 165,000 165,000 165,000
400,000.................................... 165,000 220,000 220,000 220,000 220,000
450,000.................................... 185,625 247,500 247,500 247,500 247,500
500,000.................................... 206,250 275,000 275,000 275,000 275,000
</TABLE>
- ---------------
(1) The table sets forth the combined benefits payable under the SERP, the
Pension Plan and Social Security.
(2) The retirement benefits payable to Messrs. R. Stuart Dickson and Alan T.
Dickson would be approximately 9% larger than the amounts shown in the
table.
"Final average earnings" is the average of the participant's highest annual
compensation in any three of the participant's last ten years of employment by
the Company or a participating subsidiary. The annual compensation used to
determine the "final average earnings" of a participant consists of the amounts
shown in the Salary and Bonus columns of the Summary Compensation Table. The
table above describes annual benefits beginning at normal retirement, assuming
payment in the form of a joint and 75% survivor annuity for SERP and Pension
Plan amounts. For purposes of this table, "normal retirement" means retirement
at age 60. A participant who retires prior to normal retirement and after
attaining age 55 with 10 years of service will be entitled to reduced benefits,
if payment of such benefits commences prior to age 60.
Final average earnings for purposes of computing benefits, and age and
estimated credited years of service as of fiscal year-end 1996, for each of the
executive officers included in the Summary Compensation Table were as
follows: $386,415, age 65 and 43 years for Alan T. Dickson; $386,415, age 67 and
44 years for R. Stuart Dickson; $422,019, age 61 and 18 years for John W.
Copeland; $344,161, age 57 and 13 years for Richard N. Brigden; $263,458, age 41
and 16 years for Thomas W. Dickson; $314,065, age 53 and 22 years for Edward S.
Dunn, Jr.; and $225,752, age 46 and 19 years for Fred A. Jackson.
11
<PAGE> 14
STOCK OPTION PLANS
The following table sets forth information regarding options granted to the
executive officers named in the Summary Compensation Table during fiscal year
1996. No free-standing stock appreciation rights ("SARs") were granted to
executive officers during such year.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE
INDIVIDUAL GRANTS AT ASSUMED ANNUAL
- ------------------------------------------------------------------------------- RATES
NUMBER OF PERCENT OF OF STOCK PRICE
SECURITIES TOTAL OPTIONS/ APPRECIATION FOR
UNDERLYING SARS GRANTED EXERCISE OPTION TERM
OPTIONS/SARS TO EMPLOYEES OR BASE ---------------------
GRANTED IN FISCAL PRICE EXPIRATION 5% 10%
NAME (#) YEAR ($/SH) DATE ($) ($)
- -------------------- ------------ -------------- -------- ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Richard N. Brigden 6,000(1) 1.2% $11.4375 11-15-02 $27,937 $ 65,106
Thomas W. Dickson 12,000(1) 2.4 11.4375 11-15-02 55,875 130,211
Edward S. Dunn 12,000(1) 2.4 11.4375 11-15-02 55,875 130,211
Fred A. Jackson 8,000(1) 1.6 11.4375 11-15-02 37,250 86,808
</TABLE>
- ---------------
(1) Represents number of shares covered by options granted to the named
executives on November 15, 1995 pursuant to the Company's 1993 Incentive
Stock Option Plan. Such options have an exercise price equal to 100% of
fair market value of such shares on the date of grant. All such options
vest at the rate of 20% per year over five years, based on the date of
grant. Vesting of such options may be accelerated in certain circumstances
involving a change in control of the Company. Furthermore, the number of
shares subject to option will be appropriately adjusted in the event of a
stock dividend or reclassification or in the event of certain mergers or
consolidations involving the Company. Options expire if the employment of
the optionee is terminated for any reason other than death, disability,
retirement with the consent of the Company or termination without cause by
the Company.
No options were exercised by executive officers during fiscal year 1996.
The following table sets forth the value of each executive officer's unexercised
stock options held at fiscal year end.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED IN-
UNEXERCISED THE-MONEY
SHARES OPTIONS/SARS AT OPTIONS/SARS AT
ACQUIRED ON FY-END (#) FY-END ($)(1)
EXERCISE VALUE REALIZED (EXERCISABLE/ (EXERCISABLE/
NAME (#) ($) UNEXERCISABLE) UNEXERCISABLE)
- ---------------------------------------- ----------- -------------- --------------- ---------------
<S> <C> <C> <C> <C>
John W. Copeland........................ -- -- 24,000/16,000 $ 36,750/24,500
Thomas W. Dickson....................... -- -- 16,000/16,000 38,283/27,102
Richard N. Brigden...................... -- -- 1,200/4,800 1,725/6,900
Edward S. Dunn, Jr...................... -- -- 2,400/9,600 3,450/13,800
Fred A. Jackson......................... -- -- 10,800/11,200 23,391/18,301
</TABLE>
- ---------------
(1) Based on the closing price of the Company's Common Stock on the New York
Stock Exchange on September 27, 1996.
12
<PAGE> 15
REPORT OF THE COMPENSATION AND
SPECIAL STOCK OPTION COMMITTEE
The Compensation and Special Stock Option Committee of the Board of
Directors is responsible for setting the remuneration levels for executives of
the Company and for overseeing the Company's various executive compensation
plans and the overall management compensation program. Periodically, the
Compensation Committee obtains independent and impartial advice from external
compensation consulting firms in executing its responsibilities. The
Compensation Committee, composed of three outside directors listed below, met
one time during fiscal 1996.
GENERAL EXECUTIVE COMPENSATION PHILOSOPHY
A primary objective of the Company's executive compensation program is to
enhance the shareholder value in the Company. To help achieve this objective,
the Company's executive compensation program is designed both to attract and
retain the most qualified executives by creating competitive compensation
packages and to motivate the Company's executives to produce strong financial
performance by tying corporate and individual performance to compensation
levels. The Company's executive compensation package consists generally of
annual base salary and incentive compensation, as well as long term incentive
compensation and stock options.
Annual Compensation. The Company's annual compensation for its executives
consists of base salary and incentive compensation. As a starting point for
determining the total annual compensation levels for executives, the
Compensation Committee considers the annual compensation packages of companies
that the Company considers to be its competitors. These competitor companies
typically consist of (i) companies that operate in the specific industries in
which the Company's subsidiaries operate, (ii) regional companies that are
comparable in size to the Company, and (iii) other companies (including
companies for which the Company's directors serve as directors) with which the
Company believes it competes for its top executives. Such competitor companies
include some, but not all, of the companies in the Standard & Poor's ("S&P")
Retail Stores -- Food Chains Index and the S&P Textile -- Apparel Manufacturer
Index used in preparing the graph set forth on page 16. In addition, these
competitor companies may include companies that are not included in any of the
Indices represented in such graph.
The total annual compensation levels of the respective executives are also
designed to reflect the varying duties and responsibilities of each executive's
position with the Company or a subsidiary, as appropriate, with consideration
given to the relative size and complexity of each business unit, as well as the
unit's relative contribution to the consolidated financial condition and results
of operation of the Company. As a general rule, the total annual compensation of
executives employed by the holding company is somewhat higher than the salaries
of the other executives, primarily due to the higher responsibilities of the
holding company executives for the Company's total performance.
Base salary typically is determined by the Compensation Committee within
base salary ranges determined as described above. Annual incentive compensation
is provided through a bonus plan that the Company maintains for all salaried
personnel. The bonus plan directly links incentive pay to achievement of
predetermined, objective performance goals. For an executive employed directly
by the holding company, incentive pay is based on return on beginning
shareholders' equity. For an executive employed by an operating subsidiary,
incentive pay is based on pre-tax earnings, as adjusted for that subsidiary, as
a percentage of beginning capital employed. If the Company or a subsidiary, as
applicable, achieves the predetermined minimum goals, executives are paid a
predetermined percentage of base compensation as incentive. The
13
<PAGE> 16
percentage of base compensation payable as incentive compensation increases
proportionally until a maximum performance goal, also predetermined, is achieved
with respect to the applicable measure of performance.
Generally, the total annual compensation paid to the Company's executives
is equal to or lower than the median of the range of total annual compensation
provided by the competitor companies, for both the Chief Executive Officer and
the remaining executive officers.
Long Term Incentive Compensation. The Company provides long term incentive
compensation to its executives through the Incentive Program and through the
grant of options pursuant to its various stock option plans. Each of these
programs is designed to reward executives with equity ownership in the Company
or, in some cases, the comparable value of shares of Common Stock. The
Compensation Committee believes that equity-based compensation provides
incentive for executives to enhance long term financial performance of, and
therefore shareholder value in, the Company.
Incentive Program. The Incentive Program is designed to motivate
executives to achieve both superior personal performance and enhanced corporate
performance. The ultimate value to participating executives is directly based on
the number of shares of Common Stock held in an Incentive Pool at the end of an
Incentive Period. As previously described, contributions to an Incentive Pool
are based on annual return on beginning shareholders' equity. If a minimum
return is not achieved in a given year, no contributions are made by the Company
to the Incentive Pool for the purchase of Common Stock. During the past fiscal
year, the Company did not achieve the minimum return on beginning shareholders'
equity, and no contributions were made to the Incentive Pools established under
either of the two Incentive Periods in effect for such year.
The grant of units to a participating executive in any given year in an
Incentive Period generally is based on subjective, individual performance
criteria such as management development and personnel training, as well as
progress toward a mutual set of goals relating to quality, service and customer
satisfaction and other subjective factors. The Compensation Committee also
considers specific quantifiable objectives for each participant (based on return
on beginning shareholders' equity for holding company executives and on pre-tax
income, adjusted for an applicable subsidiary, to capital employed for
subsidiary executives). Units may be awarded, in the discretion of the
Compensation Committee, to a participant who achieves satisfactory subjective
criteria, even if specific quantifiable goals are not satisfied, and vice versa.
Units granted to executive officers with respect to fiscal 1996 performance,
expressed as a percentage of maximum potential units for a participant, ranged
from 30% to 100%.
Stock Options. Options comprise the final component of core compensation
of executives. The Compensation Committee administers the Company's various
stock option plans, including the determination of the individuals to whom
options are granted, the terms on which such options are granted and the number
of shares subject to such options. In general, criteria to determine which key
employees are eligible to participate in the stock option plans include the
duties of the respective employees, their present and potential contributions to
the success of the Company or its subsidiaries and the anticipated number of
years of effective service remaining.
During fiscal 1996, the Compensation Committee granted options to a number
of employees, including certain executives, based primarily on criteria such as
length of employment with the Company or its subsidiaries, new employment and
promotions. The Compensation Committee also considers the number of options
previously granted to employees when it determines new option grants.
Other Compensation. In addition to the above forms of compensation, the
Company also maintains a split dollar life insurance program for its executive
officers and certain other key employees of the Company or
14
<PAGE> 17
its subsidiaries. In addition, the Company maintains the SERP, in which
executives are entitled to participate in the discretion of its administrative
committee, and the Pension Plan, the ESOP, the Ruddick Savings Plan and the
Ruddick Deferred Compensation Plan, in which executives are entitled to
participate upon satisfaction of the eligibility requirements set forth in the
respective plans.
COMPENSATION FOR JOHN W. COPELAND
The general philosophy and policies of the Compensation Committee described
above are equally applicable to the compensation recommendations made with
respect to Mr. John W. Copeland, Chief Executive Officer of the Company.
The overall level of annual compensation in fiscal 1996 for Mr. Copeland
generally was determined based on the process described above in "Annual
Compensation." The increase in the base salary paid to Mr. Copeland in fiscal
1996 reflects primarily a cost of living adjustment.
Fiscal 1996 annual incentive compensation under the bonus plan for Mr.
Copeland was determined based on return on beginning shareholders' equity.
Pursuant to this formula, if a predetermined minimum return is achieved in a
given year, Mr. Copeland is entitled to incentive compensation equal to 30% of
his base compensation. The percentage of base compensation payable as incentive
compensation increases proportionally until a predetermined maximum return is
achieved, where a maximum of 120% of his base compensation will be paid as
incentive compensation. Mr. Copeland's annual incentive compensation for fiscal
1996 reflects the improved earnings of the Company during fiscal 1996.
Mr. Copeland currently participates in the Incentive Period established
under the Incentive Program for fiscal years 1995-1999. Based on fiscal 1996
performance, the Compensation Committee granted 30% of the units available to be
granted to Mr. Copeland. This grant was based primarily on the Committee's
evaluation of his levels of achievement of personal performance objectives and
corporate operating results during fiscal 1996.
SUBMITTED BY THE COMPENSATION AND STOCK OPTION COMMITTEE
Thomas M. Belk Beverly F. Dolan James E.S. Hynes
15
<PAGE> 18
COMPARISON OF TOTAL CUMULATIVE SHAREHOLDER RETURN
FOR FIVE-YEAR PERIOD ENDING SEPTEMBER 30, 1996
The following graph presents a comparison of the yearly percentage change
in the Company's cumulative total shareholders' return on the Company's Common
Stock with (i) Standard & Poor's 500 Index, (ii) Standard & Poor's Midcap 400
Index, (iii) Standard & Poor's Retail Stores -- Food Chains Index and (iv)
Standard & Poor's Textile -- Apparel Manufacturer Index for the fiscal years
ended 1991 to 1996, inclusive.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG RUDDICK CORPORATION AND CERTAIN INDICES**
<TABLE>
<CAPTION>
MEASUREMENT PERIOD S&P MIDCAP S&P RETL STRS
(FISCAL YEAR COVERED) RUDDICK CORP S&P 500 400 -FOOD CHNS S&P TEXTILES
<S> <C> <C> <C> <C> <C>
9/91 100 100 100 100 100
9/92 111 111 112 114 103
9/93 135 125 139 127 79
9/94 127 130 142 139 87
9/95 184 169 178 170 85
9/96 191 203 203 214 115
</TABLE>
* $100 invested on 09/30/91 in stock or index -- including reinvestment of
dividends. Fiscal year ending September 30.
** The Company utilizes two indices, rather than a single index, for its peer
group comparison: Standard & Poor's Retail Stores -- Food Chains Index and
Standard & Poor's Textile -- Apparel Manufacturer Index. The Company believes
that the separate presentation of these indices more accurately corresponds
to the Company's primary lines of business.
16
<PAGE> 19
SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
It is the practice of the Board of Directors to select independent public
accountants for the Company for the current fiscal year at the annual meeting of
the Board of Directors, which normally follows the Annual Meeting of
Shareholders. A representative of Arthur Andersen LLP, the Company's principal
accountants for the fiscal year ended September 29, 1996, is expected to attend
the Annual Meeting of Shareholders and will have an opportunity to make a
statement, if he wishes to do so, and to respond to questions from shareholders.
SECTION 16(A) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16 of the Exchange Act requires the Company's directors and
executive officers to file reports with the Securities and Exchange Commission
indicating their holdings of and transactions in the Company's equity securities
and to provide copies of such reports to the Company. To the Company's
knowledge, based solely on a review of such copies or written representations
relating thereto, insiders of the Company complied with all filing requirements.
SHAREHOLDER PROPOSALS
In the event any shareholder wishes to present a proposal to the
shareholders of the Company at the 1998 Annual Meeting of Shareholders, such
proposal must be received by the Company for inclusion in the Proxy Statement
and form of proxy relating to such Annual Meeting on or before August 22, 1997.
ANNUAL REPORT
The Annual Report of the Company for the year ended September 29, 1996,
including financial statements, accompanies this Proxy Statement.
OTHER MATTERS
The Board of Directors knows of no other business that will be presented
for consideration at the Annual Meeting. However, if other matters are properly
presented at the Annual Meeting, it is the intention of the proxy holders named
in the accompanying form of proxy to vote the proxies in accordance with their
best judgment.
By Order of the Board of Directors
DONALD B. WILLIFORD
Secretary
December 20, 1996
17
<PAGE> 20
APPENDIX A
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE RECORD DATE SHARES: ______________
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
RUDDICK CORPORATION
ANNUAL MEETING, FEBRUARY 6, 1997
P KNOW ALL MEN BY THESE PRESENTS, that the undersigned
R shareholder of Ruddick Corporation, a North Carolina
O corporation, hereby constitutes and appoints Alan T.
X Dickson, R. Stuart Dickson and Roddey Dowd, Sr.,
Y attorneys and proxies, with full power of substitution,
PLEASE SIGN for and on behalf of the undersigned to act and vote at
ON REVERSE SIDE the Annual Meeting of Shareholders to be held in the
AND RETURN IN Auditorium, 12th Floor, Two First Union Center, Third
THE ENCLOSED and College Streets, Charlotte, North Carolina on
POSTAGE-PAID Thursday, February 6, 1997, at 11:00 A.M., E.S.T. and
ENVELOPE any adjournment or adjournments thereof, as follows:
(1) PROPOSAL TO FIX THE NUMBER OF DIRECTORS AT 11.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(2) ELECTION OF DIRECTORS
<TABLE>
<S> <C>
[ ] FOR electing the four nominees listed below to serve [ ] WITHHOLD AUTHORITY to vote for electing the four
for three-year terms (except as marked to the nominees listed below
contrary below)
</TABLE>
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
John R. Belk Thomas W. Dickson James E. S. Hynes E. C. Wall, Jr.
(3) In acting upon any other business which may properly be brought before said
meeting or any adjournment thereof;
according to the number of votes and as fully as the undersigned would be
entitled to act and vote if personally present, hereby ratifying and confirming
all that said attorneys and proxies or any of them lawfully do or cause to be
done by virtue hereof. A majority of said attorneys and proxies who shall be
present and acting as such at the meeting or any adjournment thereof, or if only
one such attorney and proxy be present and acting then that one, shall have and
may exercise all powers hereby conferred.
(Continued on other side)
PROXY
RUDDICK CORPORATION
(Continued from other side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE THIS PROXY
WILL BE VOTED IN FAVOR OF PROPOSALS 1 AND 2 AND IN THE DISCRETION OF THE
PROXY HOLDERS ON ANY OTHER BUSINESS THAT PROPERLY COMES BEFORE THE MEETING.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
of Shareholders, dated December 20, 1996, and the Proxy Statement furnished
therewith.
Dated this ___ day of , 19 ___
NOTE: Signature should agree with
name on stock certificate as printed
hereon. Executors, administrators,
trustees and other fiduciaries
should so indicate when signing. If
a corporation, please sign the full
corporate name as shown hereon by
President or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
<PAGE> 21
DETACH CARD
RUDDICK CORPORATION
Dear Stockholder:
Please take note of the important information enclosed with this Proxy
Ballot. There are a number of issues related to the management and
operation of your Company that require your immediate attention and
approval. These are discussed in detail in the enclosed proxy
materials.
Your vote counts, and you are strongly encouraged to exercise your
right to vote your shares.
Please mark the boxes on the proxy card to indicate how your shares
shall be voted. Then sign and date the card, detach it and return your
proxy vote in the enclosed postage paid envelope.
Your vote must be received prior to the Annual Meeting of Stockholders,
February 6, 1997.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Ruddick Corporation
<PAGE> 22
APPENDIX B
THESE VOTING INSTRUCTIONS ARE SOLICITED BY SUNTRUST BANKS, INC.
RUDDICK CORPORATION
ANNUAL MEETING, FEBRUARY 6, 1997
<TABLE>
<C> <S> <C>
VOTING
INSTRUCTIONS KNOW ALL MEN BY THESE PRESENTS, that the undersigned participant in the Ruddick Employee Stock
Ownership Plan hereby authorizes and instructs SunTrust Banks, Inc. to vote or cause to be voted the
shares held by SunTrust Banks, Inc. for the account of the undersigned in the Ruddick Employee Stock
Ownership Plan at the Annual Meeting of Shareholders to be held in the Auditorium, 12th Floor, Two
First Union Center, Third and College Streets, Charlotte, North Carolina, on February 6, 1997, at
11:00 A.M., E.S.T. and any adjournment or adjournments thereof, as follows:
(1) PROPOSAL TO FIX THE NUMBER OF DIRECTORS AT 11.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PLEASE SIGN (2) ELECTION OF DIRECTORS
ON REVERSE SIDE [ ] FOR electing the four nominees listed below to [ ]WITHHOLD AUTHORITY to vote for electing the four
AND RETURN IN serve for three-year terms (except as marked to nominees listed below
THE ENCLOSED the contrary below)
ENVELOPE (INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE
NOMINEE'S NAME IN THE LIST BELOW.)
John R. Belk Thomas W. Dickson James E. S. Hynes E. C. Wall, Jr.
(3) In accordance with the best judgment of SunTrust Banks, Inc. in acting upon any other business
which may properly be brought before said meeting or any adjournment thereof;
(Continued on other side)
</TABLE>
(Continued from other side)
THESE VOTING INSTRUCTIONS PROPERLY EXECUTED WILL CAUSE THE SHARES REPRESENTED
HEREBY TO BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED PARTICIPANT.
IF NO DIRECTION IS MADE THE SHARES WILL BE VOTED IN FAVOR OF PROPOSALS 1 AND 2.
THE SHARES WILL BE VOTED IN ACCORDANCE WITH THE BEST JUDGMENT OF SUNTRUST BANKS,
INC. ON ANY OTHER MATTER PROPERLY BROUGHT BEFORE THE MEETING.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of
Shareholders, dated December 20, 1996, and the Proxy Statement furnished
therewith.
Dated this ___ day of , 19 ___
--------------------------(SEAL)
NOTE: Signature should agree with
name on the records of SunTrust
Banks, Inc. as printed hereon.
