SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 9, 1998
RUDDICK CORPORATION
(Exact name of registrant as specified in its charter)
North Carolina 1-6905 56-0905940
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
2000 Two First Union Center, North Carolina 28282
(Addresses, including zip codes, of principal executive offices)
(704)372-5404
(Registrant's telephone number, including area code)
<PAGE>
Item 5 Other Events
The following is an updated description of the securities of
Ruddick Corporation (the "Registrant") that was previously filed
with the Securities and Exchange Commission (the "SEC") under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and has been updated and amended from time to time. The
following description reflects changes in the Registrant's
Articles of Incorporation. To the extent this description is
inconsistent with prior filings, it modifies and supersedes such
filings.
DESCRIPTION OF REGISTRANT'S SECURITIES
A. Authorized Capital
The Registrant is authorized to issue 80,000,000 shares of
stock, of which 75,000,000 shares are Common Stock without par
value (the "Common Stock"), 4,000,000 shares are Non-cumulative,
Voting $.56 Convertible Preference Stock (the "$.56 Convertible
Preference Stock"), and 1,000,000 shares are Additional Preferred
Stock (the "Additional Preferred Stock"). The 1,000,000 shares
of Additional Preferred Stock include 200,000 shares of a series
designated as Series A Junior Participating Additional Preferred
Stock (the "Series A Preferred Stock"). Currently, there are no
issued and outstanding shares of either the $.56 Convertible
Preference Stock or the Additional Preferred Stock. As of
February 6, 1998, there were 46,710,771 shares of Common Stock
issued and outstanding. The Common Stock is traded on the New
York Stock Exchange under the trading symbol "RDK". As of
February 6, 1998, 2,441,502 shares of Common Stock had been
reserved for potential issuance in connection with certain
employee benefit plans (including 1,484,502 shares of Common
Stock, subject to certain options that had been granted but not
exercised). After taking account of the shares so reserved, the
number of authorized shares of Common Stock available for other
corporate purposes as of February 6, 1998 was 25,847,727. Under
North Carolina law, any outstanding shares of capital stock of
Ruddick reacquired by it would be considered authorized but
unissued shares.
B. Common Stock
1. Voting and Other Rights
a. General. The holders of Common Stock are entitled
to one vote per share with respect to each matter voted on
at a shareholder's meeting. A majority of the shares
entitled to vote, represented at a meeting in person or by
proxy, constitutes a quorum, and, in general, a majority of
votes cast with respect to a matter is sufficient to take
action upon routine matters. Directors are elected by a
plurality of the votes cast by the shares entitled to vote
in the election at a meeting at which a quorum is present,
and each shareholder entitled to vote in such an election is
entitled to vote each share of Common Stock owned by such
shareholder for as many persons as there are directors to be
elected. The holders of Common Stock do not have the right
to cumulate their votes in the election of directors, so
long as the Registrant has a class of shares registered
under Section 12 of the Exchange Act (unless action is taken
to provide otherwise by amendment to the Registrant's
Restated Articles of Incorporation, which action management
currently does not intend to propose).
In general, (i) amendments to the Registrant's Restated
Articles of Incorporation must be approved by each voting
group entitled to vote separately thereon by a majority of
the votes cast by each voting group, unless the amendment
creates dissenters' rights for a particular voting group, in
which case such amendment must be approved by a majority of
the votes entitled to be cast by such voting group; and (ii)
a merger or share exchange required to be approved by the
shareholders must be approved by each voting group entitled
to vote separately thereon by a majority of the votes
entitled to be cast by that voting group; and (iii) the
dissolution of the Registrant, or the sale of all or
substantially all of the property of the Registrant other
than in the usual and regular course of business, must be
approved by a majority of all votes entitled to be cast
thereon.
Shares of Common Stock of the Registrant are not
entitled to vote if they are owned, directly or indirectly,
by a subsidiary of the Registrant. Shares of Common Stock
held by the Registrant or by any of its subsidiaries in a
fiduciary capacity (whether as sole fiduciary or
co-fiduciary) may be voted in the election of directors and
in all other matters by the registered owners, unless
otherwise limited by the terms of the instrument or court
order establishing the fiduciary relationship. Shares of
Common Stock held by the Ruddick Employee Stock Ownership
Plan (the "ESOP") are voted either by the ESOP trustee or by
the participants in the ESOP, in accordance with the terms
of the ESOP.
In addition, one preferred share purchase right (a
"Purchase Right") is attached to each outstanding share of
Common Stock. The Purchase Rights are described in Section
D.1.a., below.
Wachovia Bank of North Carolina, N.A. currently acts as
transfer agent and registrar for the Registrant's Common
Stock.
b. Amendment of Bylaws. The shareholders of the
Registrant may act to amend or repeal any of the
Registrant's Bylaws. Any Bylaw adopted, amended or repealed
by the shareholders generally may not be readopted, amended
or repealed by the Board of Directors of the Registrant
unless otherwise authorized by the shareholders.
c. Dissenters' Rights. The shareholders of the
Registrant shall have dissenters' rights to appraisal with
respect to their shares of Common Stock as provided by
statute in connection with certain types of merger or share
exchange transactions. Dissenters' rights are also
available with respect to certain sales of all or
substantially all of the property of the Registrant and
certain amendments to the Registrant's Restated Articles of
Incorporation that materially and adversely affect certain
enumerated rights of a dissenter's shares.
2. Directors and Classes of Directors
Under the Registrant's Bylaws, the number of directors shall
be not fewer than nine nor more than thirteen, as determined from
time to time by resolution of the shareholders.
The Board of Directors of the Registrant is divided into
three classes so that each director serves for a term ending on
the date of the third annual meeting following the annual meeting
at which such director was elected. In the event of any increase
in the authorized number of directors, the newly created
directorships resulting from such increase shall be apportioned
among the three classes of directors so as to maintain such
classes as nearly equal as possible.
Vacancies, whether arising from an increase in the number of
directors or from the failure by shareholders to elect the full
authorized number of directors, or otherwise, may be filled by
the shareholders or by the Board of Directors (by the affirmative
vote of a majority of the remaining directors if less than a
quorum of directors remains). Directors may be removed from
office only for cause and only by a vote of shareholders holding
a majority of the shares entitled to vote at an election of
directors.
3. Anti-Takeover Aspects of Certain Provisions
The provisions of the Registrant's Bylaws and Restated
Articles of Incorporation regarding the staggered terms of the
Board of Directors, the North Carolina Shareholder Protection
Act, the removal of directors from office only for cause and only
by a majority vote of shareholders entitled to vote, the
authorized Additional Preferred Stock and the authorized Series A
Preferred Stock may have certain anti-takeover effects with
respect to the Registrant. Such provisions could make the
Registrant a less attractive target for a hostile takeover bid or
could render more difficult or discourage a merger proposal, the
assumption of control through the acquisition of a large block of
Common Stock or the removal of incumbent management. Such
provisions may inhibit or impede fluctuations in the market price
of the Common Stock, which may result from actual or potential
takeover attempts. The Registrant is not aware of any pending or
threatened attempt to acquire control of the Registrant or change
in management.
4. Liquidation Rights
In the event of liquidation, the holders of the Registrant's
Common Stock would be entitled to receive pro rata any assets
legally available for distribution to shareholders with respect
to shares held by them, subject to any prior rights of any of the
Registrant's preferred stock.
5. Preemptive and Other Rights
The Common Stock does not have any preemptive rights,
redemption privileges, sinking fund privileges or conversion
rights. All the outstanding shares of Common Stock are validly
issued, fully paid and nonassessable. As of February 6, 1998,
there were 5,577 shareholders of record of the Registrant.
6. Distributions
The Registrant may issue share dividends in Common Stock to
the holders of shares of Common Stock, subject to the
restrictions contained in the Registrant's Restated Articles of
Incorporation which limit such distributions until after all
dividends or distributions owing to the holders of the $.56
Convertible Preference Stock and the Series A Preferred Stock
have been paid by the Registrant, and subject also to any
restrictions that may be included in the terms of any series of
Additional Preferred Stock that may be designated by the Board of
Directors in the future. In addition, the holders of shares of
Common Stock will be entitled to receive such other distributions
as the Board of Directors of the Registrant may declare, subject
to the restrictions contained in the Registrant's Restated
Articles of Incorporation, unless after giving effect to such
distribution, (i) the Registrant would not be able to pay its
debts as they become due in the usual course of business or (ii)
the Registrant's total assets would be less than the sum of the
Registrant's total liabilities plus the amount that would be
needed, if the Registrant were to be dissolved at the time of the
distribution, to satisfy claims of shareholders which have
preferential rights superior to the rights of holders of Common
Stock.
7. Indemnification of Officers and Directors
The Registrant has adopted a bylaw, as permitted by the
North Carolina Business Corporation Act (the "NCBCA"), which
provides that, in addition to the indemnification of directors
and officers otherwise provided by the NCBCA, the Registrant
shall, under certain circumstances, indemnify its directors,
executive officers and certain other designated officers against
any and all liability and expenses, including reasonable
attorneys' fees, in any proceeding (including without limitation
a proceeding brought by or on behalf of the Registrant itself)
arising out of their status or activities as directors or
officers, except for liability or litigation expense incurred on
account of activities of such person which at the time were known
or believed by such person to be clearly in conflict with the
best interests of the Registrant. The Registrant's Bylaws
further provide that the Registrant shall also indemnify such
person for reasonable costs, expenses and attorneys' fees
incurred in connection with the enforcement of the rights to
indemnification granted in the Bylaws, if it is determined in
accordance with the procedures set forth in the Bylaws that such
person is entitled to indemnification thereunder. Pursuant to
the Bylaws, and as authorized by statute, the Registrant
maintains insurance on behalf of its directors and officers
against liability asserted against such persons in such capacity
whether or not such directors or officers have the right to
indemnification pursuant to the Bylaws or otherwise.
In addition to the above-described indemnification
provisions, Sections 55-8-50 through 55-8-58 of the NCBCA contain
provisions prescribing the extent to which directors and officers
shall or may be indemnified. Section 55-8-51 of the NCBCA
permits a corporation, with certain exceptions, to indemnify a
current or former director against liability if (i) he conducted
himself in good faith, (ii) he reasonably believed (x) in the
case of conduct in his official capacity with the corporation,
that his conduct was in the best interests of the corporation and
(y) in all other cases his conduct was at least not opposed to
the corporation's best interests, and (iii) in the case of any
criminal proceeding, he had no reasonable cause to believe his
conduct was unlawful. A corporation may not indemnify a director
in connection with a proceeding by or in the right of the
corporation in which such director was adjudged liable to the
corporation or in connection with a proceeding charging improper
personal benefit to him, whether or not involving action in his
official capacity in which he was adjudged liable on the basis
that personal benefit was improperly received by him. The above
standard of conduct is determined by the Board of Directors, or a
committee or special legal counsel or the shareholders as
prescribed in Section 55-8-55.
Sections 55-8-52 and 55-8-56 of the NCBCA require a
corporation to indemnify a director or officer in the defense of
any proceeding to which he was a party because of his capacity as
a director or officer against reasonable expenses when he is
wholly successful, on the merits or otherwise, in his defense,
unless the articles of incorporation provide otherwise. Upon
application, the court may order indemnification of the director
or officer if the court determines that he is entitled to
mandatory indemnification under Section 55-8-52, in which case
the court shall also order the corporation to pay the reasonable
expenses incurred to obtain court-ordered indemnification or if
he is adjudged fairly and reasonably so entitled in view of all
relevant circumstances under Section 55-8-54.
Section 55-8-56 allows a corporation to indemnify and
advance expenses to an officer, employee or agent who is not a
director to the same extent, consistent with public policy, as a
director or as otherwise set forth in the corporation's articles
of incorporation or bylaws or by resolution of the board of
directors or contract.
8. Limitation of Director Liability
The Restated Articles of Incorporation of the Registrant
provide that, to the fullest extent permitted by the NCBCA, a
director of the Registrant shall not be personally liable to the
Registrant, its shareholders or otherwise for monetary damages
for breach of his duty as a director. This provision precludes
any claim by the shareholders of the Registrant for monetary
damages based on a breach of duty of directors, with the
following exceptions under the NCBCA: (i) acts or omissions that
such director at the time of such breach knew or believed were
clearly in conflict with the best interests of the corporation,
(ii) certain unlawful distributions, including unlawful
redemptions of shares, (iii) any transaction from which such
director derived an improper personal benefit or (iv) acts or
omissions occurring prior to the effectiveness of the provision
on April 27, 1988.
9. Effective Law
The rights of holders of the Common Stock of the Registrant
are dependent, directly or indirectly, on applicable state and
federal statutes and regulations which are subject to change from
time to time. The Registrant has not undertaken to update the
foregoing description in each case where such a change may affect
the rights of shareholders.
C. Non-cumulative, Voting $.56 Convertible Preference Stock.
The class of $.56 Convertible Preference Stock has the
following rights:
1. Dividends
Whenever all dividends for all previous dividend
periods shall have been paid on all preferred stock of the
Registrant hereafter issued which is by its terms senior to
the $.56 Convertible Preference Stock, each holder of the
$.56 Convertible Preference Stock shall be entitled to
receive, when and as declared, but only to the extent earned
with respect to the $.56 Convertible Preference Stock and
only out of funds of the Registrant legally available
therefor after the payment of the cumulative dividends on
the aforesaid preferred stocks of the Registrant,
non-cumulative cash dividends at the annual rate of $.56 and
no more, payable quarterly on the first days of January,
April, July and October of each year before any dividend or
distribution shall be set apart for or paid on any of the
Common Stock of the Registrant or any preferred stock of the
Registrant junior to the $.56 Convertible Preference Stock,
and before any sum shall be set apart for or paid on the
purchase or redemption of any of the Common Stock of the
Registrant or any preferred stock of the Registrant junior
to the $.56 Convertible Preference Stock.
2. Liquidation Rights
In the case of the dissolution or liquidation, whether
voluntary or involuntary, of the Registrant and the
distribution of the assets thereof, the holders of the $.56
Convertible Preference Stock shall be paid and shall receive
$10.00 per share, plus an amount equal to accrued and unpaid
dividends, if any, through the date of such payment with
respect to the $.56 Convertible Preference Stock, after the
payment of creditors and the holders of all preferred stock
of the Registrant hereafter issued which is by its terms
senior to the $.56 Convertible Preference Stock, but before
any amount shall be paid to or distributed among the holders
of any of the Common Stock of the Registrant, or paid to or
distributed among the holders of any capital stock of the
Registrant junior to the $.56 Convertible Preference Stock.
After having been paid for their shares in the manner and in
the amount provided in this paragraph, the holders of the
$.56 Convertible Preference Stock shall not participate
further as such in any distribution of the assets of the
Registrant.
3. Redemption Provisions
Upon 30 days prior written notice to the holders
thereof, the Registrant has the right, privilege and option
to redeem or retire any part or all of the $.56 Convertible
Preference Stock, such redemption or retirement to be by lot
or pro rata as the Board of Directors of the Registrant may
prescribe, upon the payment to the holder thereof or upon
the deposit at NationsBank, N.A., Charlotte, North Carolina,
for the account of the holder thereof, of the sum of $10.00
per share, plus an amount equal to accrued and unpaid
dividends, if any, through the date of such payment with
respect to the $.56 Convertible Preference Stock. After
such payment to the holder thereof or deposit at
NationsBank, N.A., Charlotte, North Carolina, for the
account of the holder thereof is made, such part or all of
the $.56 Convertible Preference Stock will be deemed to have
been redeemed or retired and to be no longer outstanding.
The Registrant can not redeem less than all of the $.56
Convertible Preference Stock if, and so long as, there exist
any accrued and unpaid dividends with respect thereto.
4. Conversion Rights
Each holder of the $.56 Convertible Preference Stock
has the right, option and privilege, upon written demand
made upon the Registrant and upon surrender to the
Registrant at its office at Charlotte, North Carolina, or at
any place where the Registrant maintains a transfer agency
or office for such purpose, of the certificates representing
such stock properly endorsed, to convert at any time until
10 days before the date fixed for redemption, the whole or
any part of the $.56 Convertible Preference Stock of such
holder into Common Stock of the Registrant on the basis of
eight shares of such Common Stock for each one share of $.56
Convertible Preference Stock (which conversion ratio has
been adjusted to reflect the two-for-one stock splits
effected as 100% share dividends in each of fiscal years
1986, 1991 and 1995). Upon such written demand and
surrender, the Registrant is bound to issue and deliver to
such holder eight shares of Common Stock as fully-paid and
non-assessable for each one share of $.56 Convertible
Preference Stock surrendered for conversion; provided,
however, that if the number of outstanding shares of the
Common Stock of the Registrant into which the $.56
Convertible Preference Stock is convertible is increased by
stock dividend or split-up, or decreased by combination of
shares or reverse split, the ratio of the conversion rights
will be adjusted accordingly.
5. Voting Rights
The $.56 Convertible Preference Stock has the power to
vote as a single class with the Common Stock of the
Registrant, one vote per share, on all matters on which the
Common Stock has power to vote.
If an arrearage of eight quarterly dividends on any
series of $.56 Convertible Preference Stock occurs, the
holders of $.56 Convertible Preference Stock shall be
entitled, in addition to their general right to vote for
directors, to vote separately as a class (together with all
other series of $.56 Convertible Preference Stock
outstanding at the time) to elect two directors. However,
such right terminates when the dividends in arrears on the
$.56 Convertible Preference Stock have been paid in full.
Without the affirmative vote of the holders of at least
two-thirds of the shares of all series of $.56 Convertible
Preference Stock outstanding at the time, voting as a single
class, the Registrant may not effect any changes in the
terms of the $.56 Convertible Preference Stock relating to
dividend rate, redemption price, amount payable on
liquidation, voting rights, terms of exchange thereof for
the capital stock into which it is convertible, or create
any new class of stock entitled to dividends or shares in
distribution of assets in priority to the $.56 Convertible
Preference Stock. In addition, without the affirmative vote
of the holders of at least a majority of the shares of all
series of $.56 Convertible Preference Stock outstanding at
the time, voting as a class, the Registrant may not create
any new class of stock entitled to dividends or shares in
distribution of assets on a parity with the $.56 Convertible
Preference Stock.
The $.56 Convertible Preference Stock has the power to
vote as a separate class on other matters in such manner and
with such effect as may be provided for by law or otherwise.
6. Pre-emptive Rights
No holder of $.56 Convertible Preference Stock has any
pre-emptive right to subscribe to any issue of additional
capital stock of the Registrant.
D. Additional Preferred Stock
Shares of Additional Preferred Stock may be issued as one or
more classes and in series within a class all with such
preferences, limitations and relative rights as and when
determined by resolution of the Board of Directors of the
Registrant or any other manner authorized by law.
The Board of Directors of the Registrant has designated,
established and authorized the following series of Additional
Preferred Stock:
1. Series A Junior Participating Additional Preferred
Stock
a. Designation and Amount. The shares of such series
are designated as "Series A Junior Participating Additional
Preferred Stock" and the number of shares constituting the
Series A Preferred Stock is 200,000. Such number of shares
may be increased or decreased by resolution of the Board of
Directors; provided, that no decrease shall reduce the
number of shares of Series A Preferred Stock to a number
less than the number of shares then outstanding plus the
number of shares reserved for issuance upon the exercise of
outstanding options, rights or warrants or upon the
conversion of any outstanding securities issued by the
Registrant convertible into Series A Preferred Stock.
One Purchase Right is attached to each outstanding
share of the Common Stock. Each Purchase Right, which
expires on November 15, 2000, entitles the holder to
purchase one four-hundredth of a share of new Series A
Preferred Stock at a price of $26.25. The Purchase Rights
become exercisable only under certain circumstances related
to a person or group acquiring or offering to acquire a
substantial portion of the Common Stock. If certain
additional events then occur, each Purchase Right would
entitle the rightholder to acquire the Registrant's Common
Stock, or in some cases the common stock 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 Preferred Stock,
or may redeem each Purchase Right at a price of $.0025. All
200,000 authorized shares of Series A Preferred Stock are
reserved for issuance upon exercise of the Purchase Rights.
All calculations set forth below regarding dividends
payable, votes, liquidation payments, conversion, or
otherwise, are based on one whole share of Series A
Preferred Stock.
b. Dividends and Distributions.
(1) Subject to the rights of the holders of the
$.56 Convertible Preference Stock and any shares of any
series of preferred stock (or any similar stock)
ranking prior and superior to the Series A Preferred
Stock with respect to dividends, the holders of shares
of Series A Preferred Stock, in preference to the
holders of Common Stock of the Registrant, and of any
other junior stock, is entitled to receive, when, as
and if declared by the Board of Directors out of funds
legally available for the purpose, quarterly dividends
payable in cash on the first day of January, April,
July and October in each year (each such date being
referred to herein as a "Quarterly Dividend Payment
Date"), commencing on the first Quarterly Dividend
Payment Date after the first issuance of a share or
fraction of a share of Series A Preferred Stock, in an
amount per share (rounded to the nearest cent) equal to
the greater of (a) $1 or (b) subject to certain
provisions for adjustment, 400 times the aggregate per
share amount of all cash dividends, and 400 times the
aggregate per share amount (payable in kind) of all
non-cash dividends or other distributions, other than a
dividend payable in shares of Common Stock or a
subdivision of the outstanding shares of Common Stock
(by reclassification or otherwise), declared on the
Common Stock since the immediately preceding Quarterly
Dividend Payment Date or, with respect to the first
Quarterly Dividend Payment Date, since the first
issuance of any share or fraction of a share of Series
A Preferred Stock. In the event the Registrant at any
time declares or pays any dividend on the Common Stock
payable in shares of Common Stock, or effects a
subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification
or otherwise than by payment of a dividend in shares of
Common Stock) into a greater or lesser number of shares
of Common Stock, then in each such case the amount to
which holders of shares of Series A Preferred Stock
were entitled immediately prior to such event under
clause (b) of the preceding sentence will be adjusted
accordingly.
(2) The Registrant will declare a dividend or
distribution on the Series A Preferred Stock as
provided in paragraph (1) of this Section immediately
after it declares a dividend or distribution on the
Common Stock (other than a dividend payable in shares
of Common Stock); provided that, in the event no
dividend or distribution is declared on the Common
Stock during the period between any Quarterly Dividend
Payment Date and the next subsequent Quarterly Dividend
Payment Date, a dividend of $1 per share on the Series
A Preferred Stock will nevertheless be payable on such
subsequent Quarterly Dividend Payment Date.
(3) Dividends will begin to accrue and are
cumulative on outstanding shares of Series A Preferred
Stock from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares, unless the
date of issue of such shares is prior to the record
date for the first Quarterly Dividend Payment Date, in
which case dividends on such shares will begin to
accrue from the date of issue of such shares, or unless
the date of issue is a Quarterly Dividend Payment Date
or is a date after the record date for the
determination of holders of shares of Series A
Preferred Stock entitled to receive a quarterly
dividend and before such Quarterly Dividend Payment
Date, in either of which events such dividends will
begin to accrue and be cumulative from such Quarterly
Dividend Payment Date. Accrued but unpaid dividends
will bear interest. Dividends paid on the shares of
Series A Preferred Stock in an amount less than the
total amount of such dividends at the time accrued and
payable on such shares are allocated pro rata on a
share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record
date for the determination of holders of shares of
Series A Preferred Stock entitled to receive payment of
a dividend or distribution declared thereon, which
record date cannot be more than 60 days prior to the
date fixed for the payment thereof.
c. Voting Rights. The holders of shares of Series A
Preferred Stock have the following voting rights:
(1) Subject to certain provisions for adjustment,
each share of Series A Preferred Stock entitles the
holder to 400 votes on all matters submitted to a vote
of the shareholders of the Registrant. In the event the
Registrant at any time declares or pays any dividend on
the Common Stock payable in shares of Common Stock, or
effects a subdivision or combination or consolidation
of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a
dividend in shares of Common Stock) into a greater or
lesser number of shares of Common Stock, then in each
such case the number of votes per share to which
holders of shares of Series A Preferred Stock were
entitled immediately prior to such event will be
adjusted accordingly.
(2) Except as otherwise set forth herein, in any
other Certificate of Designations creating a class of
preferred stock or any similar stock, or by law, the
holders of shares of Series A Preferred Stock and the
holders of shares of $.56 Convertible Preference Stock
and Common Stock and any other capital stock of the
Registrant having general voting rights must vote
together as one class on all matters submitted to a
vote of shareholders of the Registrant.
(3) Except as set forth herein, or as otherwise
provided by law, holders of Series A Preferred Stock
have no special voting rights, and their consent is not
required (except to the extent they are entitled to
vote with holders of Common Stock as set forth herein)
for taking any corporate action.
d. Certain Restrictions.
(1) Whenever quarterly dividends or other
dividends or distributions payable on the Series A
Preferred Stock as provided in Subsection b. are in
arrears, thereafter and until all accrued and unpaid
dividends and distributions, whether or not declared,
on shares of Series A Preferred Stock outstanding have
been paid in full, the Registrant must not:
(a) declare or pay dividends, or make any
other distributions, on any shares of stock
ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the
Series A Preferred Stock;
(b) declare or pay dividends, or make any
other distributions, on any shares of stock
ranking on a parity (either as to dividends or
upon liquidation, dissolution or winding up) with
the Series A Preferred Stock, except dividends
paid ratably on the Series A Preferred Stock and
all such parity stock on which dividends are
payable or in arrears in proportion to the total
amounts to which the holders of all such shares
are then entitled;
(c) redeem or purchase or otherwise acquire
for consideration shares of any stock ranking
junior (either as to dividends or upon
liquidation, dissolution or winding up) to the
Series A Preferred Stock, provided that the
Registrant may at any time redeem, purchase or
otherwise acquire shares of any such junior stock
in exchange for shares of any stock of the
Registrant ranking junior (either as to dividends
or upon dissolution, liquidation or winding up) to
the Series A Preferred Stock; or
(d) redeem or purchase or otherwise acquire
for consideration any shares of Series A Preferred
Stock, or any shares of stock ranking on a parity
with the Series A Preferred Stock, except in
accordance with a purchase offer made in writing
or by publication (as determined by the Board of
Directors) to all holders of such shares upon such
terms as the Board of Directors, after
consideration of the respective annual dividend
rates and other relative rights and preferences of
the respective series and classes, determines in
good faith will result in fair and equitable
treatment among the respective series or classes.
(2) The Registrant will not permit any subsidiary
of the Registrant to purchase or otherwise acquire for
consideration any shares of stock of the Registrant
unless the Registrant could, under paragraph 1.d.(1) of
this Section D., purchase or otherwise acquire such
shares at such time and in such manner.
e. Reacquired Shares. Any shares of Series A
Preferred Stock purchased or otherwise acquired by the
Registrant in any manner whatsoever will be retired and
canceled promptly after the acquisition thereof. All such
shares will upon their cancellation become authorized but
unissued shares of Additional Preferred Stock and may be
reissued as part of a new series of Additional Preferred
Stock subject to the conditions and restrictions on issuance
set forth herein, in the Restated Articles of Incorporation,
or in any other Certificate of Designation creating a class
of Additional Preferred Stock or any similar stock or as
otherwise required by law.
f. Liquidation, Dissolution or Winding Up. Upon any
liquidation, dissolution or winding up of the Registrant, no
distribution is to be made (1) to the holders of shares of
stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A
Preferred Stock unless, prior thereto, the holders of shares
of Series A Preferred Stock have received $100 per share,
plus an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date
of such payment, provided that the holders of shares of
Series A Preferred Stock will be entitled to receive an
aggregate amount per share, subject to the provision for
adjustment hereinafter set forth, equal to 400 times the
aggregate amount to be distributed per share to holders of
shares of Common Stock, or (2) to the holders of shares of
stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A
Preferred Stock, except distributions made ratably on the
Series A Preferred Stock and all such parity stock in
proportion to the total amounts to which the holders of all
such shares are entitled upon such liquidation, dissolution
or winding up. In the event the Registrant at any time
declares or pays any dividend on the Common Stock payable in
shares of Common Stock, or effects a subdivision or
combination or consolidation of the outstanding shares of
Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in
each such case the aggregate amount to which holders of
shares of Series A Preferred Stock were entitled immediately
prior to such event under the proviso in clause (1) of the
preceding sentence will be adjusted accordingly.
g. Consolidation, Merger, etc. In case the
Registrant enters into any consolidation, merger,
combination or other transaction in which the shares of
Common Stock are exchanged for or changed into other stock
or securities, cash and/or any other property, then in any
such case each share of Series A Preferred Stock will at the
same time be similarly exchanged or changed into an amount
per share, subject to the provision for adjustment
hereinafter set forth, equal to 400 times the aggregate
amount of stock, securities, cash and/or any other property
(payable in kind), as the case may be, into which or for
which each share of Common Stock is changed or exchanged. In
the event the Registrant at any time declares or pays any
dividend on the Common Stock payable in shares of Common
Stock, or effects a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend
in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the amount
set forth in the preceding sentence with respect to the
exchange or change of shares of Series A Preferred Stock
shall be adjusted accordingly.
h. No Redemption. The shares of Series A Preferred
Stock are not redeemable.
i. Rank. The Series A Preferred Stock ranks, with
respect to the payment of dividends and the distribution of
assets in liquidation, dissolution or winding up, junior to
the $.56 Convertible Preference Stock and to all series of
any other class of the Registrant's Preferred Stock.
j. Amendment. The Restated Articles of Incorporation
of the Registrant shall not be amended in any manner which
would materially alter or change the powers, preferences or
special rights of the Series A Preferred Stock so as to
affect them adversely without the affirmative vote of the
holders of at least two-thirds of the outstanding shares of
Series A Preferred Stock, voting together as a single class.
SIGNATURES
Pursuant to the requirements 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
By: /s/ RICHARD N. BRIDGEN
Richard N. Brigden
Vice President, Finance and
Chief Financial Officer
Dated: April 9, 1998
