SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] 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
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)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (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>
RUDDICK CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
FEBRUARY 18, 1999
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 18, 1999, at 10:00
A.M., local time, for the following purposes:
1. To increase the size of the Board of Directors from eleven to twelve
directors;
2. To elect three 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 11, 1998 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.
MICKEY F. FRYE
ASSISTANT SECRETARY
January 4, 1999
<PAGE>
RUDDICK CORPORATION
-------------------------
PROXY STATEMENT
-------------------------
ANNUAL MEETING OF SHAREHOLDERS
to be held on
FEBRUARY 18, 1999
The following statement, first mailed or delivered to shareholders on or
about January 4, 1999, 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 (the
"Annual Meeting") to be held on Thursday, February 18, 1999, at 10:00 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 1800 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 (i) in favor of increasing the size of the Board of
Directors from eleven to twelve directors, (ii) in favor of electing as
directors of the Company the three persons named in this Proxy Statement, each
to serve until the third annual meeting of shareholders following his election,
and (iii) in the discretion of the proxy holders on any other matters presented
at the Annual Meeting.
The entire cost of soliciting these proxies will be borne by the Company.
In addition to the original solicitation of the proxies by mail, the Company
may request banks, brokers and other record holders to send proxies and proxy
materials to the beneficial owners of the Company's Common Stock (the "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 11, 1998 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 46,613,607 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>
PRINCIPAL SHAREHOLDERS
The following persons are known to the Company to be, as of October 31,
1998, 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. ................................... 11,516,386 24.7%
Trustee of the Ruddick Employee Stock Ownership Plan(2)
Post Office Box 4655
Atlanta, Georgia 30302
Alan T. Dickson(3) ..................................... 3,779,355 8.1
1800 Two First Union Center
Charlotte, North Carolina 28282
R. Stuart Dickson(4) ................................... 2,939,524 6.3
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 is based on
information provided to the Company by the beneficial owners and upon 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 1,572,569 shares of Common Stock owned of record
and beneficially by Alan T. Dickson or by certain trusts of which he is a
trustee and beneficiary, as to which he has sole voting and investment
power; 83,146 shares of Common Stock allocated to his ESOP account, as to
which he has sole voting power but no investment power except under
limited circumstances; 1,966,914 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;
68,430 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 861,482 shares of Common Stock owned of record
and beneficially by R. Stuart Dickson, as to which he has sole voting and
investment power; 83,968 shares of Common Stock allocated to his ESOP
account, as to which he has sole voting power but no investment power
except under limited circumstances; 1,966,914 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
2
<PAGE>
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.
INCREASE THE SIZE OF THE BOARD OF DIRECTORS
The Company's Bylaws provide that the Board of Directors of the Company
shall consist of not fewer than nine nor more than thirteen members, which
number shall be fixed and determined from time to time by resolution of the
shareholders. The Bylaws further provide that 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, and that any
vacancies in the Board may be filled by a majority vote of the Board of
Directors or by the shareholders. The number of directors is currently fixed at
eleven.
The Board of Directors recommends that the shareholders provide for one
additional directorship by fixing the total number of authorized directors at
twelve. This would give the Board of Directors the flexibility of appointing
one new director during the year should a suitable candidate come to the
attention of the Board of Directors. Any such appointee would stand for
reelection by the shareholders at the annual meeting of shareholders next
following his appointment. Because the class of directors whose term expires in
2002 has the fewest members, any such appointee would ultimately be placed in
that class. The Board of Directors has not identified any person that it
intends to nominate to fill this vacancy.
The proposal to increase the size of the Board of Directors from eleven to
twelve directors will require the affirmative vote of the holders of a majority
of the votes cast with respect to this matter at the Annual Meeting.
Accordingly, while abstentions and broker non-votes, if any, will count for
purposes of establishing a quorum with respect to this matter at the Annual
Meeting, neither abstentions nor broker non-votes will have the effect of a
negative vote with respect to this matter. THE BOARD OF DIRECTORS RECOMMENDS
THAT THE SHAREHOLDERS VOTE FOR THE PROPOSAL TO INCREASE THE SIZE OF THE BOARD
FROM ELEVEN TO TWELVE DIRECTORS.
ELECTION OF DIRECTORS
The terms of three of the directors expire at the Annual Meeting. It is
intended that the persons named as proxies in the accompanying form of proxy
will vote to elect as a director each of the three nominees listed below, each
to serve until the third annual meeting of shareholders following his election
or until his successor shall be elected and qualified to serve, and the proxies
may not be voted for more than three nominees. Each nominee currently is a
member of the Board of Directors. 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 (including abstentions
and broker non-votes) 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 or her current
principal occupation (which has continued for at least the past five years
unless otherwise indicated)
3
<PAGE>
together with the name and principal business of the company by which such
person is employed, the period during which such person has served as a
director, all positions and offices that such person holds with the Company and
such person's 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 2002
EDWIN B. BORDEN, JR., age 64, is the President of The Borden Manufacturing
Company, a private textile management holding company. 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 69, has been Chairman of the Executive Committee of
the Company since February 1994. Prior to that time, he served as Chairman of
the Board of the Company. He has been a director of the Company since 1968 and
also serves as a director of Textron, Inc., First Union Corporation, United
Dominion Industries Limited and Dimon Incorporated.
HUGH L. MCCOLL, JR., age 63, is the Chief Executive Officer of BankAmerica
Corporation (formerly NationsBank Corporation), a bank holding company. Mr.
McColl also served as Chairman of the Board of BankAmerica Corporation from
1983 until December 31, 1991, from December 31, 1992 until January 1997 and has
served in that capacity since October 1, 1998. He has been a director of the
Company since 1978 and also serves as a director of BankAmerica Corporation and
Sonoco Products Company.
CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2000
JOHN R. BELK, age 39, has been President and Chief Operating Officer of
Belk Stores Services, Inc., retail merchants, since February 1997 and served as
Senior Vice President of Belk Stores Services, Inc., from February 1992 to
February 1997. He has been a director of the Company since 1997 and also serves
as a director of ALLTEL Corporation.
THOMAS W. DICKSON, age 43, has been President of the Company since
February 1997. Before his election as President, he served as Executive Vice
President of the Company from February 1996 to February 1997. Prior to that
time, from February 1994 to February 1996 he served as President of, and from
February 1991 to February 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. He has been a director of the
Company since 1997.
JAMES E. S. HYNES, age 58, is the Chairman of the Board of Hynes Sales
Co., Inc., a manufacturer's representative. He has been a director of the
Company since 1983 and also serves as a director of North Carolina Natural Gas
Corporation.
HAROLD C. STOWE, age 52, has been President and Chief Executive Officer of
Canal Industries, Inc., a forest products company, since March 1997. Prior to
that time, he served as Co-President of Canal Industries, Inc. from 1996 until
March 1997 and as Executive Vice President of CSI Group, Inc., an affiliated
company of Canal Industries, Inc., from 1990 through 1995. Mr. Stowe has been a
director of the Company since 1998.
4
<PAGE>
CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2001
JOHN W. COPELAND, age 63, is the retired President of the Company. He
served as President from February 1994 to February 1997, and prior to that
time, he served as President of American & Efird, Inc. 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 67, 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 BankAmerica Corporation, Lance, Inc., Sonoco Products Company and Bassett
Furniture Industries, Inc.
RODDEY DOWD, SR., age 66, is the Chairman of the Executive Committee 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.
ANNA SPANGLER NELSON, age 36, has been President of C.D. Spangler
Construction Co., a company involved in real estate and investment activities,
since 1997 and has also served as a general partner of the Wakefield Group, a
venture capital company, since 1988. She has been a director of the Company
since 1998.
Alan T. Dickson and R. Stuart Dickson are brothers, and Thomas W. Dickson
is the son of R. Stuart Dickson and the nephew of Alan T. Dickson. No other
director has a family relationship with any other executive officer, director
or nominee for director of the Company as close as first cousin.
DIRECTORS' FEES AND ATTENDANCE
The Company compensates each director who is not an employee of the
Company or its subsidiaries in the amount of $12,000 per year for services as a
director, plus $1,000 for each Board of Directors or committee meeting
attended. Non-employee directors of the Company may defer the payment of the
annual fee and regular board meeting fee to a future period pursuant to the
Company's Director Deferral Plan. The deferred fees are converted into a number
of shares of Common Stock with a fair market value equal to the value of the
retainer or fees deferred, and the number of shares are then credited to the
director's account (along with the amount of any dividends or stock
distributions). The Company uses a non-qualified trust to purchase and hold
Common Stock to satisfy the Company's obligation under the Director Deferral
Plan, and the directors are general creditors of the Company in the event the
Company becomes insolvent. Upon termination of service as a director or in the
event of death, shares of Common Stock or cash, in the discretion of the
Compensation and Special Stock Option Committee of the Board of Directors (the
"Compensation Committee") will be distributed to the director or a designated
beneficiary.
Under the Company's 1995 Comprehensive Stock Option Plan (the "1995
Plan"), the Company automatically granted each non-employee director at the
time the 1995 Plan was adopted a ten-year option to purchase 10,000 shares of
Common Stock at an exercise price per share equal to the fair market value of
the Common Stock on the date of grant of the option. In addition, under the
1995 Plan, the Company automatically grants a ten-year option to purchase
10,000 shares of Common Stock to each new non-employee director upon his or her
initial election as director. These options are immediately vested, and the
exercise price per share of these options is equal to the fair market value of
the Common Stock on the date of the director's election. In accordance with
this 1995 Plan, the Company granted a ten-year option to purchase 10,000 shares
at an exercise price of $18.4688 per share to each of Ms. Anna Spangler Nelson
and Mr. Harold C. Stowe upon their election as directors on February 5, 1998.
5
<PAGE>
In addition to the above compensation, the Company grants additional stock
options to its non-employee directors from time to time. On November 20, 1997,
each of John R. Belk, Edwin B. Borden, Jr., John W. Copeland, Roddey Dowd, Sr.,
James E.S. Hynes and Hugh L. McColl, Jr., constituting all of the non-employee
directors of the Company at that time, were granted options to purchase 1,000
shares of Common Stock at an exercise price of $20.2813 per share, the then
fair market value of the Common Stock, pursuant to the Company's 1997
Comprehensive Stock Option and Award Plan. These options are immediately vested
and expire on November 20, 2007.
The Company also provides $100,000 of term life insurance coverage for
each such non-employee director.
The Board of Directors held five meetings during fiscal 1998. 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 1998, except
for Hugh L. McColl, Jr., who attended 20% of such meetings.
COMMITTEES OF THE BOARD
The Company's Board of Directors has the following standing committees:
(i) the Executive Committee, whose current members are R. Stuart Dickson, Alan
T. Dickson, Thomas W. Dickson, Roddey Dowd, Sr. and Hugh L. McColl, Jr.; (ii)
the Audit Committee, whose current members are John R. Belk, John W. Copeland,
Roddey Dowd, Sr., Anna Spangler Nelson and Harold C. Stowe; (iii) the
Compensation Committee, whose current members are Edwin B. Borden, Jr., James
E. S. Hynes, Anna Spangler Nelson and Harold C. Stowe; (iv) the Retirement
Benefits Committee, whose current members are John R. Belk, Edwin B. Borden,
Jr., John W. Copeland and James E.S. Hynes; and (v) the Nominating Committee,
whose current members are John R. Belk, Edwin B. Borden, Jr., James E. S. Hynes
and Hugh L. McColl, Jr. The Executive Committee did not meet in fiscal 1998.
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 three times during fiscal
1998. The Compensation Committee assesses the Company's overall compensation
programs and philosophies. Among other things, it recommends to the Board of
Directors for its approval the salaries and incentive compensation for
executive officers and the incentive compensation for other holding company
employees and reviews the compensation and incentive compensation for other
employees of the Company's subsidiaries. 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. The Compensation Committee met once
during fiscal 1998. See "REPORT OF THE COMPENSATION AND SPECIAL STOCK OPTION
COMMITTEE." The Retirement Benefits Committee met once during fiscal 1998. The
Nominating Committee was established in February 1998. The Nominating Committee
has been created to review, evaluate and recommend nominees for the Board of
Directors. The Company's Bylaws include provisions setting forth specific
conditions under which persons may be nominated as directors of the Company at
a meeting of shareholders. A copy of such provision is available upon request
to: Ruddick Corporation, 1800 Two First Union Center, Charlotte, North Carolina
28282, Attention: Corporate Secretary. The Nominating Committee did not meet
during fiscal 1998.
6
<PAGE>
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 of the Company and the executive officers
named in the Summary Compensation Table included herein, and of such directors
and all executive officers of the Company as a group, all as of October 31,
1998. 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 .................................. 12,406 (2) *
Edwin B. Borden, Jr. .......................... 24,000 (3) *
Richard N. Brigden ............................ 59,637 (4) *
John W. Copeland .............................. 51,401 (5) *
Alan T. Dickson ............................... 3,779,355 (6) 8.1%
R. Stuart Dickson ............................. 2,939,524 (7) 6.3%
Thomas W. Dickson ............................. 243,096 (8) *
Roddey Dowd, Sr. .............................. 20,822 (3) *
James E. S. Hynes ............................. 54,014 (3) *
Fred A. Jackson ............................... 57,316 (9) *
Hugh L. McColl, Jr. ........................... 14,100 (3) *
Frederick J. Morganthall, II .................. 27,058 (10) *
Anna Spangler Nelson .......................... 22,000 (11) *
Harold C. Stowe ............................... 10,000 (12) *
All directors and executive officers as a group
(14 persons) ................................. 5,347,815 (13) 11.4%
</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 11,000 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.
(3) Includes 12,000 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.
(4) Includes 40,526 shares owned of record and beneficially by Mr. Brigden, as
to which he has sole voting and investment power; 12,711 shares allocated
to his ESOP account, as to which he has sole voting power, but no
investment power except under limited circumstances; and 6,400 shares that
may be acquired by him upon the exercise of stock options that are
currently exercisable or become exercisable within sixty days of October
31, 1998, as to which he would have sole voting and investment power upon
acquisition.
7
<PAGE>
(5) Includes 46,232 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; 3,001 shares owned by his adult children, as
to which he has sole voting and investment power pursuant to a power of
attorney; 1,168 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 1,000 shares that may be acquired upon the exercise
of stock options that are currently exercisable, as to which Mr. Copeland
would have sole voting and investment power upon acquisition.
(6) See Note 3 under "PRINCIPAL SHAREHOLDERS."
(7) See Note 4 under "PRINCIPAL SHAREHOLDERS."
(8) Includes 186,325 shares owned of record and beneficially by Mr. Dickson, as
to which he has sole voting and investment power; 14,295 shares allocated
to his ESOP account, as to which he has sole voting power, but no
investment power except under limited circumstances; 10,676 shares of
Common Stock held as custodian for his minor children, as to which he has
sole voting and investment power; and 31,800 shares that may be acquired
by him upon the exercise of stock options that are currently exercisable
or become exercisable within sixty days of October 31, 1998, as to which
he would have sole voting and investment power upon acquisition.
(9) Includes 18,568 shares owned of record by Mr. Jackson jointly with his
spouse, as to which he shares voting and investment power; 16,348 shares
allocated to his ESOP account, as to which he has sole voting power, but
no investment power except under limited circumstances; and 22,400 shares
that may be acquired by him upon the exercise of stock options that are
currently exercisable or become exercisable within sixty days of October
31, 1998, as to which he would have sole voting and investment power upon
acquisition.
(10) Includes 7,915 shares owned of record and beneficially by Mr. Morganthall,
as to which he has sole voting and investment power; 6,543 shares
allocated to his ESOP account, as to which he has sole voting power, but
no investment power except under limited circumstances; and 12,600 shares
that may be acquired by him upon the exercise of stock options that are
currently exercisable or become exercisable within sixty days of October
31, 1998, as to which he would have sole voting and investment power upon
acquisition.
(11) 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; and 12,000 shares
owned by a corporation with respect to which Ms. Nelson has shared voting
and investment power and is deemed beneficial owner.
(12) 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.
(13) Includes (i) 3,124,730 shares, including 153,200 that may be acquired upon
the exercise of stock options that are currently exercisable or become
exercisable within sixty days of October 31, 1998, as to which such
persons have, or would have upon acquisition, sole voting and investment
power; (ii) 1,978,914 shares as to which they have shared voting and
investment power; (iii) 217,011 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.
8
<PAGE>
EXECUTIVE COMPENSATION
COMPENSATION SUMMARY
The following table sets forth a summary of all compensation paid to or
accrued for each person who was an executive officer of the Company at fiscal
year end, and each person who served as chief executive officer of the Company
during such fiscal year, in each case for services rendered in all capacities
during the periods indicated:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
--------------------------------------------
OTHER
NAME AND FISCAL SALARY BONUS ANNUAL
PRINCIPAL POSITION YEAR ($) ($) COMPENSATION($)(1)
- ------------------------------ -------- ----------- ----------- --------------------
<S> <C> <C> <C> <C>
Alan T. Dickson 1998 $267,800 $117,296
Chairman of the 1997 267,800 140,863
Board and Director 1996 267,800 137,114
of the Company
R. Stuart Dickson 1998 267,800 117,296
Chairman of the 1997 267,800 140,863
Executive 1996 267,800 137,114
Committee and
Director of the
Company
Thomas W. Dickson 1998 290,000 127,020
President and 1997 260,417 136,979
Director of the 1996 208,000 84,877
Company
Richard N. Brigden 1998 280,800 102,492
Vice President -- 1997 270,000 118,260
Finance of the 1996 258,750 110,486
Company
Fred A. Jackson 1998 220,000 63,260
President of 1997 200,000 94,655
American & Efird, 1996 185,000 75,492
Inc.(2)(3)
Frederick J. Morganthall, II 1998 230,000 47,150
President of Harris 1997 -- --
Teeter, Inc.(2)(4) 1996 -- --
<CAPTION>
LONG TERM COMPENSATION
---------------------------------
SECURITIES
RESTRICTED UNDERLYING
STOCK OPTIONS/ LTIP
NAME AND AWARD(S) SARS PAYOUTS ALL OTHER
PRINCIPAL POSITION ($) (#) ($) COMPENSATION($)
- ------------------------------ ----------- ----------- --------- ----------------
<S> <C> <C> <C> <C>
Alan T. Dickson $ 0 0 $ 18,710(5)
Chairman of the 0 0 20,205
Board and Director 0 0 19,057
of the Company
R. Stuart Dickson 0 0 27,210(6)
Chairman of the 0 0 28,859
Executive 0 0 27,816
Committee and
Director of the
Company
Thomas W. Dickson 0 23,000 17,481(7)
President and 0 0 10,246
Director of the 0 12,000 9,867
Company
Richard N. Brigden 0 14,000 12,836(8)
Vice President -- 0 0 14,230
Finance of the 0 6,000 14,118
Company
Fred A. Jackson 0 10,000 19,429(9)
President of 0 12,000 13,252
American & Efird, 0 8,000 9,853
Inc.(2)(3)
Frederick J. Morganthall, II 0 33,000 17,891(10)
President of Harris -- -- --
Teeter, Inc.(2)(4) -- -- --
</TABLE>
- ----------
(1) During fiscal 1998 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) American & Efird, Inc. and Harris Teeter, Inc. are wholly owned
subsidiaries of the Company.
(3) Mr. Jackson first became an executive officer of the Company upon his
election as President of American & Efird, Inc., effective August 1996.
(4) Mr. Morganthall first became an executive officer of the Company upon his
election as President of Harris Teeter, Inc., effective October 1997.
(5) Includes the value of certain premiums paid by the Company in fiscal 1998
under a split-dollar life insurance program in the amount of $12,225, and
contributions by the Company in fiscal 1998 to certain defined
contribution plans in the amount of $6,485.
9
<PAGE>
(6) Includes the value of certain premiums paid by the Company in fiscal 1998
under a split-dollar life insurance program in the amount of $20,719, and
contributions by the Company in fiscal 1998 to certain defined
contribution plans in the amount of $6,491.
(7) Includes the value of certain premiums paid by the Company in fiscal 1998
under various split-dollar life insurance programs in the amount of
$11,155, and contributions by the Company in fiscal 1998 to certain
defined contribution plans in the amount of $6,326.
(8) Includes the value of certain premiums paid by the Company in fiscal 1998
under a split-dollar life insurance program in the amount of $6,528, and
contributions by the Company in fiscal 1998 to certain defined
contribution plans in the amount of $6,308.
(9) Includes the value of certain premiums paid by the Company in fiscal 1998
under various split-dollar life insurance programs in the amount of
$13,086, and contributions by the Company in fiscal 1998 to certain
defined contribution plans in the amount of $6,343.
(10) Includes the value of certain premiums paid by the Company in fiscal 1998
under various split-dollar life insurance programs in the amount of
$11,601, and contributions by the Company in fiscal 1998 to certain
defined contribution plans in the amount of $6,290.
LONG TERM KEY MANAGEMENT INCENTIVE PROGRAM
The Company maintains the Long Term Key Management Incentive Program (the
"Incentive Program") for its top executives. 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. At the end of each year 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). If the maximum amount of units available is not awarded to a
participant in one year, in the discretion of the Compensation Committee, the
units may be awarded in a subsequent year. 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. The units have no particular dollar
or share value during the Incentive Period.
Also at the end of each year in an Incentive Period, the Company may make
a dollar contribution to a pool (the "Incentive Pool") established for such
Incentive Period, based upon that year's return on beginning shareholders'
equity. No contributions may be made, however, unless the Company achieves a
minimum return on shareholders' equity for such year, as set by the
Compensation Committee at the beginning of each Incentive Period. Funds, if
any, held in an Incentive Pool are used to purchase shares of Common Stock at
market price, and dividends paid with respect to such shares are invested in
additional shares 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 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. If a change in control of the Company occurs during the
Incentive Period, shares will be allocated at that time, based on the units
previously awarded. Once allocated, shares vest and generally are 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
10
<PAGE>
a participant retires during the vesting period, the value of any unvested
shares will be paid in cash, in the discretion of the Compensation Committee. 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, but may
not sell or otherwise transfer such shares until they have vested and been
distributed to the participant.
The Company established an Incentive Period of 1990-1995 pursuant to the
Incentive Program. With respect to this Incentive Period, on September 29,
1995, the Company awarded 5,434, 5,434, and 4,778 shares of restricted common
stock to Alan T. Dickson, R. Stuart Dickson and Richard N. Brigden,
respectively. 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 account of such persons. At
fiscal 1998 year end, the number of shares of restricted Common Stock and the
corresponding values (based on the closing price of the Company's Common Stock
on the New York Stock Exchange on September 25, 1998 of $16.8125) that had
vested for each of the persons listed in the Summary Compensation Table who are
participants in the Incentive Program were as follows: Alan T. Dickson -- 3,258
shares ($54,775); R. Stuart Dickson -- 3,258 shares ($54,775); and Richard N.
Brigden -- 2,864 shares ($48,151). These share amounts and dollar values
represent the vesting of 60% of the restricted shares granted during fiscal
1995, pursuant to the Incentive Program, to each of the listed individuals. The
Company has also established an Incentive Period of 1995-1999.
11
<PAGE>
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 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
- ------------------------ ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
$125,000 ............... $ 34,375 $ 51,563 $ 68,750 $ 68,750 $ 68,750 $ 68,750
150,000 ............... 41,250 61,875 82,500 82,500 82,500 82,500
175,000 ............... 48,125 72,188 96,250 96,250 96,250 96,250
200,000 ............... 55,000 82,500 110,000 110,000 110,000 110,000
225,000 ............... 61,875 92,813 123,750 123,750 123,750 123,750
250,000 ............... 68,750 103,125 137,500 137,500 137,500 137,500
300,000 ............... 82,500 123,750 165,000 165,000 165,000 165,000
400,000 ............... 110,000 165,000 220,000 220,000 220,000 220,000
450,000 ............... 123,750 185,625 247,500 247,500 247,500 247,500
500,000 ............... 137,500 206,250 275,000 275,000 275,000 275,000
</TABLE>
- ----------
(1) The table sets forth the combined benefits payable under the SERP, the
Pension Plan and Social Security.
(2) The retirement benefits payable to Messrs. R. Stuart Dickson and Alan T.
Dickson would be approximately 9% larger than the amounts shown in the
table as a result of these participants being entitled to SERP benefits
equal to 60% of their final average earnings as opposed to the 55%
received by other participants and reflected 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 considered in any given year to determine the "final average
earnings" of a participant consists of amounts that typically would be included
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 the fiscal 1998 year-end, for each of
the executive officers included in the Summary Compensation Table were as
follows: $401,972, age 67 and 45 years for Alan T. Dickson; $401,972, age 69
and 46 years for R. Stuart Dickson; $369,098, age 43 and 18 years for Thomas W.
Dickson; $380,263, age 59 and 15 years for Richard N. Brigden; $279,469, age 48
and 21 years for Fred A. Jackson; and $245,822, age 47 and 12 years for
Frederick J. Morganthall, II.
12
<PAGE>
STOCK OPTION PLANS
The following table sets forth information regarding options granted to
the executive officers named in the Summary Compensation Table during fiscal
1998. No free-standing stock appreciation rights ("SARs") were granted to
executive officers during such year.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE VALUE
- ---------------------------------------------------------------------------------------- AT ASSUMED ANNUAL RATES
NUMBER OF PERCENT OF OF STOCK PRICE
SECURITIES TOTAL OPTIONS/ APPRECIATION FOR
UNDERLYING SARS GRANTED EXERCISE OPTION TERM(3)
OPTIONS/SARS TO EMPLOYEES OR BASE ----------------------------------
GRANTED IN FISCAL PRICE EXPIRATION 5% 10%
NAME (#)(1) YEAR(2) ($/SH) DATE ($) ($)
- ------------------------------ -------------- --------------- ------------- ------------ ---------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Thomas W. Dickson 7,900 1.3% $ 19.3125 11-19-04 $ 62,074.25 $ 144,708.25
15,100 2.5% $ 19.3125 11-19-07 $ 183,427.25 $ 464,740.25
Richard N. Brigden 14,000 2.3% $ 19.3125 11-19-04 $ 110,005.00 $ 256,445.00
Fred A. Jackson 6,925 1.1% $ 19.3125 11-19-04 $ 54,413.19 $ 126,848.69
3,075 0.5% $ 19.3125 11-19-07 $ 37,353.56 $ 94,640.81
Frederick J. Morganthall, II 14,000 2.3% $ 19.3125 11-19-04 $ 110,005.00 $ 256,445.00
19,000 3.1% $ 19.3125 11-19-07 $ 230,802.50 $ 584,772.50
</TABLE>
- ----------
(1) Represents the number of shares covered by options granted to the named
executives on November 19, 1997 pursuant to the Company's 1995
Comprehensive 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.
(2) Based upon options to purchase 610,000 shares granted during fiscal 1998.
(3) The amounts represent assumed rates of appreciation in the price of Common
Stock during the terms of the options in accordance with rates specified
in applicable federal securities regulations. Actual gains, if any, on
stock option exercises will depend on the actual future price of the
Common Stock. The 5% rate of appreciation of the $19.3125 exercise price
over the seven and ten year option terms is $27.17 and $31.46,
respectively. The 10% rate of appreciation of the $19.3125 exercise price
over the seven and ten year option terms is $37.63 and $50.09,
respectively. There is no representation that the rates of appreciation
reflected in this table will be achieved.
13
<PAGE>
The following table sets forth information regarding options exercised
during fiscal 1998 by the executive officers named in the Summary Compensation
Table and the value of each such executive officer's unexercised stock options
held at fiscal year end.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED IN-
UNEXERCISED THE-MONEY
SHARES OPTIONS/SARS AT OPTIONS/SARS AT
ACQUIRED ON FY-END(#) FY-END ($)(1)
EXERCISE VALUE REALIZED (EXERCISABLE/ (EXERCISABLE/
NAME (#) ($) UNEXERCISABLE) UNEXERCISABLE)
- -------------------------------------- ------------- ---------------- ----------------- ------------------
<S> <C> <C> <C> <C>
Thomas W. Dickson .................... -- -- 22,400/32,600 $139,560/51,825
Richard N. Brigden. .................. -- -- 2,400/17,600 12,900/19,350
Fred A. Jackson ...................... -- -- 14,400/26,400 75,326/69,737
Frederick J. Morganthall, II ......... -- -- 3,800/40,200 19,263/34,050
</TABLE>
- ----------
(1) Based on the closing price of the Company's Common Stock on the New York
Stock Exchange on September 25, 1998 of $16.8125.
14
<PAGE>
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, currently composed of the four outside directors listed
below, met one time during fiscal 1998.
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 included herein. In addition, these
competitor companies may include companies that are not included in any of the
indices represented in such graph.
The total annual compensation levels of the respective executives are also
designed to reflect the varying duties and responsibilities of each executive's
position with the Company or a subsidiary, as appropriate, with consideration
given to the relative size and complexity of each business unit, as well as the
unit's relative contribution to the consolidated financial condition and
results of operation of the Company. As a general rule, the total annual
compensation of executives employed by the holding company is somewhat higher
than the salaries of the other executives, primarily due to the higher
responsibilities of the holding company executives for the Company's total
performance.
Base salary typically is determined by the Compensation Committee within
base salary ranges determined as described above. Annual incentive compensation
is provided through a bonus plan that the Company maintains for all salaried
personnel. The bonus plan directly links incentive pay to achievement of
predetermined, objective performance goals. For an executive employed directly
by the holding company, incentive pay is based on return on beginning
shareholders' equity. For an executive employed by an operating subsidiary,
incentive pay is based on pre-tax earnings, as adjusted for that subsidiary, as
a percentage of beginning capital employed. If the Company or a subsidiary, as
applicable, achieves the predetermined minimum goals, executives are paid a
predetermined percentage of base compensation as incentive. The percentage of
base compensation payable as
15
<PAGE>
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 1998
performance, expressed as a percentage of maximum potential units for a
participant, ranged from 0% to 60%.
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 employees 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 1998, 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.
16
<PAGE>
OTHER COMPENSATION. In addition to the above forms of compensation, the
Company also maintains a split dollar life insurance program for its executive
officers and certain other key employees of the Company or its subsidiaries. In
addition, the Company maintains the SERP, in which executives are entitled to
participate in the discretion of its administrative committee, and the Pension
Plan, the ESOP, the Ruddick Savings Plan and the Ruddick Deferred Compensation
Plan, in which executives are entitled to participate upon satisfaction of the
eligibility requirements set forth in the respective plans.
COMPENSATION FOR THOMAS W. DICKSON
The general philosophy and policies of the Compensation Committee
described above are equally applicable to the compensation recommendations made
with respect to Thomas W. Dickson, the Chief Executive Officer of the Company.
The overall level of annual compensation in fiscal 1998 for Mr. Dickson
generally was determined based on the process described above in "Annual
Compensation." The increase in the base salary paid to Mr. Dickson in fiscal
1998 reflects primarily the Compensation Committee's evaluation of his
achievment of personal performance objectives and corporate operating results
during fiscal 1998.
Fiscal 1998 annual incentive compensation under the bonus plan for Mr.
Dickson 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. Dickson 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. Dickson's annual incentive compensation for fiscal
1998 was less than his incentive compensation for fiscal 1997 which reflects
the slight decrease in the Company's earnings during fiscal 1998 as compared to
the prior year.
Mr. Dickson currently participates in the Incentive Period established
under the Incentive Program for fiscal years 1995-1999. Based on fiscal 1998
performance, the Compensation Committee granted 60% of the units available to
be granted to Mr. Dickson. This grant was based primarily on the Compensation
Committee's evaluation of his levels of achievement of personal performance
objectives and corporate operating results during fiscal 1998.
SUBMITTED BY THE COMPENSATION AND SPECIAL STOCK OPTION COMMITTEE
Edwin B. Borden, Jr. James E.S. Hynes
Anna Spangler Nelson Harold C. Stowe
17
<PAGE>
COMPARISON OF TOTAL CUMULATIVE SHAREHOLDER RETURN
FOR FIVE-YEAR PERIOD ENDING SEPTEMBER 30, 1998
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 the (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 five year
period ended September 30, 1998.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG RUDDICK CORPORATION AND CERTAIN INDICES**
[GRAPH]
9/93 9/94 9/95 9/96 9/97 9/98
Ruddick Corp. 100.00 94.22 136.43 141.91 169.97 182.30
S&P 500 100.00 103.69 134.53 161.89 227.37 247.93
S&P MIDCAP 400 100.00 101.60 127.78 145.67 202.63 182.40
S&P Retail (Food Chains) 100.00 109.56 134.19 169.01 181.00 272.51
S&P Textiles (Apparel) 100.00 109.85 106.92 145.17 157.61 106.96
- ----------
* $100 invested on 09/30/93 in stock or index -- including reinvestment of
dividends.
** 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.
18
<PAGE>
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 27, 1998, is expected to attend
the Annual Meeting 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
The deadline for submission of shareholder proposals pursuant to Rule
14a-8 under the Exchange Act for inclusion in the Company's proxy statement for
its 2000 annual meeting of shareholders is September 6, 1999. Any shareholder
proposal to be submitted at the 2000 annual meeting of shareholders (but not
required to be included in the Company's proxy statement), including
nominations for election to the Board of Directors, must also comply with
Article III , Section 12 of the Company's Bylaws, which requires that a
shareholder give written notice to the Company not later than the 45th day
prior to the first anniversary of the date the Company first mailed its proxy
materials for the preceding years annual meeting of shareholders. Shareholder
proposals submitted at the 2000 annual meeting of shareholders (but not
required to be included in the Company's proxy statement) will not be
considered timely unless the notice required by the Bylaws is delivered to the
Secretary of the Company not later than November 20, 1999.
ANNUAL REPORT
The Annual Report of the Company for the year ended September 27, 1998,
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
MICKEY F. FRYE
ASSISTANT SECRETARY
January 4, 1999
19
<PAGE>
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<PAGE>
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<PAGE>
This Proxy is Solicited on Behalf of the Board of Directors
RUDDICK CORPORATION
Annual Meeting, February 18, 1999
KNOW ALL MEN BY THESE PRESENTS, that the undersigned shareholder of Ruddick
Corporation, a North Carolina corporation, hereby constitutes and appoints Alan
T. Dickson, R. Stuart Dickson and Roddey Dowd, Sr., and each of them, attorneys
and Proxies, with full power of substitution, to act for and on behalf of the
undersigned to vote all shares of Ruddick Corporation Common Stock that the
undersigned is entitled to vote 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 Thursday, February 18, 1999, at
10:00 A.M., E.S.T., and any adjournment or adjournments thereof, as set forth
on the reverse 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 January 4, 1999, and the Proxy Statement furnished
therewith.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ------------------------------------ --------------------------------
- ------------------------------------ --------------------------------
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<PAGE>
[X]PLEASE MARK VOTES
AS IN THIS EXAMPLE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
- ----------------------------------
RUDDICK CORPORATION 1. Approval to increase the size of the Board of For Against Abstain
Directors from eleven to twelve directors. [ ] [ ] [ ]
- ----------------------------------
Mark box at right if an address [ ] 2. Election of the following three nominees as
change or comment has been noted Directors for terms expiring in 2002.
on the reverse side of this card.
For All With- For All
RECORD DATE SHARES: Edwin B. Borden, Jr. Nominees hold Except
R. Stuart Dickson [ ] [ ] [ ]
Hugh L. McColl, Jr.
NOTE: If you do not wish your shares voted "For" a particular nominee, mark
the "For All Except" box and strike a line through the name(s) of the
nominee(s). Your shares will be voted for the remaining nominee(s).
3. In acting upon any other business which may properly be brought before said
meeting or any adjournment thereof.
-------------------
Please be sure to Date Please sign exactly as your name(s) appear(s) on the stock certificates, as printed on this
sign and date this proxy card. Joint owners should each sign personally. Trustees and other fiduciaries should
Proxy. indicate the capacity in which they sign, and where more than one name appears, a majority
- -------------------------------------- must sign. If a corporation or a partnership, this signature should be that of an
authorized officer or partner who should state his or her title.
- ---------Shareholder sign here--------
- --------Co-owner sign here------------
DETACH CARD DETACH CARD
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