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)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
RUDDICK CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
FEBRUARY 17, 2000
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 17, 2000, at 10:00
A.M., local time, for the following purposes:
1. To elect four directors of the Company for three-year terms and one
director of the Company for a two-year term; and
2. 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 10, 1999 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.
DOUGLAS J. YACENDA
SECRETARY
December 27, 1999
<PAGE>
RUDDICK CORPORATION
-------------------------
PROXY STATEMENT
-------------------------
ANNUAL MEETING OF SHAREHOLDERS
to be held on
FEBRUARY 17, 2000
The following statement, first mailed or delivered to shareholders on or
about December 27, 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 17, 2000, 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 electing as directors of the Company the
five persons named in this Proxy Statement, to serve for the periods specified
herein, and (ii) 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 10, 1999 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 46,350,986 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,
1999, 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. .................................... 10,604,748 22.8%
Trustee of the Ruddick Employee Stock Ownership Plan(2)
Post Office Box 4655
Atlanta, Georgia 30302
Alan T. Dickson(3) ...................................... 3,665,839 7.9
1800 Two First Union Center
Charlotte, North Carolina 28282
R. Stuart Dickson(4) .................................... 2,829,735 6.1
1800 Two First Union Center
Charlotte, North Carolina 28282
</TABLE>
- ----------
(1) "Beneficial Ownership," for purposes of the table, is determined according
to the meaning of applicable securities regulations and based on a review
of reports filed with the Securities and Exchange Commission pursuant to
Section 13(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), as of such date.
(2) SunTrust Banks, Inc. has sole investment power with respect to the number
of shares indicated except under limited circumstances. SunTrust Banks,
Inc. votes shares held by the Ruddick Employee Stock Ownership Plan (the
"ESOP") that have been allocated to individual accounts in accordance with
the participants' instructions, does not vote allocated shares as to which
no instructions are received and votes the unallocated shares in its sole
discretion.
(3) The amount shown includes 1,574,194 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; 83,694 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; 1,854,925 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;
64,730 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 863,134 shares of Common Stock owned of record
and beneficially by R. Stuart Dickson, as to which he has sole voting and
investment power; 84,516 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; 1,854,925 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.
ELECTION OF DIRECTORS
Under the Company's Bylaws, the Board of Directors of the Company shall
consist of not less than nine nor more than thirteen members, which number
shall be fixed and determined from time to time by resolution of the
shareholders. 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
twelve.
The terms of four of the directors expire at the Annual Meeting. During
the past year, the Board of Directors appointed Mr. Isaiah Tidwell to the Board
of Directors to fill a vacancy in the class of directors with a term expiring
in 2002. Mr. Tidwell is required to stand for election at the Annual Meeting,
which is the first meeting following his appointment. The Board of Directors
has nominated the five persons listed below to be elected as directors at the
Annual Meeting, four for terms to expire in 2003 and one for a term to expire
in 2002. Each nominee currently is a member of the Board of Directors.
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 five nominees listed
below, each to serve until the annual meeting of shareholders in the year
indicated or until his successor shall be elected and qualified to serve, in
each case unless authority to so vote is withheld. 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) 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 2003
JOHN R. BELK, age 40, has been President -- Finance, Systems and
Operations of Belk Inc., retail merchants, since May 1998. He has also served
as President and Chief Operating Officer of Belk Stores Services
3
<PAGE>
Inc., since February 1997 and served as Senior Vice President of Belk 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 44, 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 August 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 59, is the Chairman of the Board of Hynes Inc., a
manufacturer's representative. He has been a director of the Company since 1983
and also serves as a director of First Union Corporation.
HAROLD C. STOWE, age 53, 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.
NOMINEES FOR TERMS EXPIRING IN 2002
ISAIAH TIDWELL, age 54, has been the President, Georgia Banking of
Wachovia Bank N.A. since May 1999. Prior to that time, he served as Executive
Vice President in charge of Wachovia Bank's North Carolina Southern Region from
1995 to 1999 and as Southern Region executive from 1993 to 1995. Mr. Tidwell
has been a director of the Company since 1999 and also serves as a director of
Lance, Inc. and is a member of the advisory board for Rack Room Shoes.
CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2002
EDWIN B. BORDEN, JR., age 65, is the President and Chief Executive Officer
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 70, 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 64, is the Chairman of the Board and Chief
Executive Officer of Bank of America Corporation (formerly NationsBank
Corporation), a bank holding company. Mr. McColl served as Chairman of the
Board of Bank of America 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 Sonoco Products Company.
4
<PAGE>
CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2001
JOHN W. COPELAND, age 64, 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 68, 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 Bank of America Corporation, Lance, Inc., Sonoco Products Company and
Bassett Furniture Industries, Inc.
RODDEY DOWD, SR., age 67, is the Chairman of the Executive Committee of
Charlotte Pipe & Foundry Company, 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 37, has been President of C.D. Spangler
Construction Co., a company involved in real estate and investment activities,
since August 1997 and has been the President of Anna W. Spangler, Inc., a
management services company, since September 1988. She has been a director of
the Company since 1998 and has also served as a general partner of the
Wakefield Group, a venture capital company, since 1988.
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 $15,000 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
5
<PAGE>
the 1995 Plan, the Company granted a ten-year option to purchase 10,000 shares
at an exercise price of $16.625 per share to Isaiah Tidwell upon his election
as a director on May 20, 1999.
In addition to the above compensation, the Company grants additional stock
options to its non-employee directors from time to time. On November 19, 1998,
each of John R. Belk, Edwin B. Borden, Jr., John W. Copeland, Roddey Dowd, Sr.,
James E.S. Hynes, Hugh L. McColl, Jr., Anna Spangler Nelson and Harold C.
Stowe, 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 $19.625 per share, the then fair market value of the Common
Stock, pursuant to the Company's 1997 Comprehensive Stock Option and Award Plan
(the "1997 Plan"). These options are immediately vested and expire on November
19, 2008.
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 1999. All
directors attended at least 75% of the aggregate number of meetings of the
Board of Directors and of all committees of the Board of Directors on which
they served during fiscal 1999, which were held when they were a director,
except for Hugh L. McColl, Jr., who attended 60% of the meetings of the Board
of Directors and 50% of such aggregate number of meetings of the Board of
Directors and its committees.
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, Roddey Dowd, Sr.,
Anna Spangler Nelson, Harold C. Stowe and Isaiah Tidwell; (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., John W. Copeland,
James E. S. Hynes and Hugh L. McColl, Jr. Subject to limitations under North
Carolina law, the Executive Committee may exercise all of the authority of the
Board of Directors in the management of the Company. The Executive Committee
did not meet during fiscal 1999. 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 1999. 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 key 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 reports such actions to the Board of Directors. The
Compensation Committee met once during fiscal 1999. See "REPORT OF THE
COMPENSATION AND SPECIAL STOCK OPTION COMMITTEE." The Retirement Benefits
Committee has the overall responsibility and authority for Company retirement
plans. The Retirement Benefits Committee met once during fiscal 1999. The
Nominating Committee reviews, evaluates and recommends nominees for the Board
of Directors. The Nominating Committee met once during fiscal 1999. 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.
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,
1999. 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 .................................. 13,431 (2) *
Edwin B. Borden, Jr. .......................... 25,000 (3) *
Richard N. Brigden ............................ 65,407 (4) *
John W. Copeland .............................. 52,477 (5) *
Alan T. Dickson ............................... 3,665,839 (6) 7.9%
R. Stuart Dickson ............................. 2,829,735 (7) 6.1%
Thomas W. Dickson ............................. 252,167 (8) *
Roddey Dowd, Sr. .............................. 21,983 (3) *
James E. S. Hynes ............................. 55,780 (3) *
Fred A. Jackson ............................... 64,286 (9) *
Hugh L. McColl, Jr. ........................... 15,139 (3) *
Frederick J. Morganthall, II .................. 37,809(10) *
Anna Spangler Nelson .......................... 23,000(11) *
Harold C. Stowe ............................... 12,000(12) *
Isaiah Tidwell ................................ 10,000(13) *
All directors and executive officers as a group
(15 persons) ................................. 5,289,128(14) 11.3%
</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 12,000 shares that may be acquired upon the exercise of stock
options that are currently exercisable, as to which Mr. Belk would have
sole voting and investment power upon acquisition.
(3) Includes 13,000 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; 13,281 shares allocated
to his ESOP account, as to which he has sole voting power, but no
investment power except under limited circumstances; and 11,600 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, 1999, as to which he would have sole voting and investment power upon
acquisition.
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<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; 3,056 shares owned by his adult children, as
to which he has sole voting and investment power pursuant to a power of
attorney; 1,189 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 2,000 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; 14,866 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 40,300 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, 1999, as to which he
would have sole voting and investment power upon acquisition.
(9) Includes 33,358 shares owned of record by Mr. Jackson jointly with his
spouse, as to which he shares voting and investment power; 16,928 shares
allocated to his ESOP account, as to which he has sole voting power, but no
investment power except under limited circumstances; and 14,000 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, 1999, as to which he would have sole voting and investment power upon
acquisition.
(10) Includes 8,087 shares owned of record and beneficially by Mr. Morganthall,
as to which he has sole voting and investment power; 7,122 shares
allocated to his ESOP account, as to which he has sole voting power, but
no investment power except under limited circumstances; and 22,600 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, 1999, as to which he would have sole voting and investment power upon
acquisition.
(11) Includes 11,000 shares that may be acquired upon the exercise of stock
options that are currently exercisable, as to which Ms. Nelson would have
sole voting and investment power upon acquisition; and 12,000 shares owned
by a corporation with respect to which she has shared voting and
investment power and is deemed beneficial owner.
(12) Includes 11,000 shares that may be acquired upon the exercise of stock
options that are currently exercisable, as to which Mr. Stowe would have
sole voting and investment power upon acquisition.
(13) Represents 10,000 shares that may be acquired upon the exercise of stock
options that are currently exercisable, as to which Mr. Tidwell would have
sole voting and investment power upon acquisition.
(14) Includes (i) 3,141,278 shares, including 186,500 that may be acquired upon
the exercise of stock options that are currently exercisable or become
exercisable within sixty days of October 31, 1999, as to which such
persons have, or would have upon acquisition, sole voting and investment
power; (ii) 1,900,283 shares as to which they have shared voting and
investment power; (iii) 220,407 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 for the 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 1999 $267,800 $118,059
Chairman of the 1998 267,800 117,296
Board and Director 1997 267,800 140,863
of the Company
R. Stuart Dickson 1999 267,800 118,059
Chairman of the 1998 267,800 117,296
Executive Committee 1997 267,800 140,863
and Director of the
Company
Thomas W. Dickson 1999 305,000 134,458
President and 1998 290,000 127,020
Director of the 1997 260,417 136,979
Company
Richard N. Brigden 1999 290,000 106,534
Vice President -- 1998 280,800 102,492
Finance of the 1997 270,000 118,260
Company(3)
Fred A. Jackson 1999 228,000 100,619
President of 1998 220,000 63,260
American & Efird, 1997 200,000 94,655
Inc.(4)
Frederick J. Morganthall, II 1999 240,000 66,240
President of Harris 1998 230,000 47,150
Teeter, Inc.(4)(5) 1997 -- --
<CAPTION>
LONG TERM COMPENSATION
---------------------------------
SECURITIES
RESTRICTED UNDERLYING
STOCK OPTIONS/ LTIP
NAME AND AWARD(S) SARS PAYOUTS ALL OTHER
PRINCIPAL POSITION (2) ($) (#) ($) COMPENSATION($)
- ------------------------------ ----------- ----------- --------- ----------------
<S> <C> <C> <C> <C>
Alan T. Dickson $ 0 0 18,058(6)
Chairman of the 0 0 18,710
Board and Director 0 0 20,205
of the Company
R. Stuart Dickson 0 0 26,317(7)
Chairman of the 0 0 27,210
Executive Committee 0 0 28,859
and Director of the
Company
Thomas W. Dickson 0 7,500 19,669(8)
President and 0 23,000 17,481
Director of the 0 0 10,246
Company
Richard N. Brigden 0 6,000 12,532(9)
Vice President -- 0 14,000 12,836
Finance of the 0 0 14,230
Company(3)
Fred A. Jackson 0 6,000 22,243(10)
President of 0 10,000 19,429
American & Efird, 0 12,000 13,252
Inc.(4)
Frederick J. Morganthall, II 0 6,000 18,984(11)
President of Harris 0 33,000 17,891
Teeter, Inc.(4)(5) -- -- --
</TABLE>
- ----------
(1) During fiscal 1999 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) During 1995, pursuant to the Company's Long-Term Key Management Incentive
Program, the Company allocated shares of restricted stock to certain of the
named executive officers. 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. The total number of shares of
restricted stock awarded to the named executive officers during fiscal 1995
was as follows: Alan T. Dickson -- 5,434 shares; R. Stuart Dickson -- 5,434
shares; and Richard N. Brigden -- 4,778 shares. At fiscal year-end 1999 the
last 20% of such awards vested.
9
<PAGE>
(3) Mr. Brigden retired as the Vice President -- Finance of the Company
effective November 18, 1999 and will retire from the Company in early 2000.
(4) American & Efird, Inc. and Harris Teeter, Inc. are wholly owned
subsidiaries of the Company.
(5) Mr. Morganthall first became an executive officer of the Company upon his
election as President of Harris Teeter, Inc., effective October 1997.
(6) Includes the value of certain premiums paid by the Company in fiscal 1999
under a split-dollar life insurance program in the amount of $11,477, and
contributions by the Company in fiscal 1999 to certain defined contribution
plans in the amount of $6,581.
(7) Includes the value of certain premiums paid by the Company in fiscal 1999
under a split-dollar life insurance program in the amount of $19,730, and
contributions by the Company in fiscal 1999 to certain defined contribution
plans in the amount of $6,587.
(8) Includes the value of certain premiums paid by the Company in fiscal 1999
under various split-dollar life insurance programs in the amount of
$13,250, and contributions by the Company in fiscal 1999 to certain defined
contribution plans in the amount of $6,419.
(9) Includes the value of certain premiums paid by the Company in fiscal 1999
under a split-dollar life insurance program in the amount of $6,131, and
contributions by the Company in fiscal 1999 to certain defined contribution
plans in the amount of $6,401.
(10) Includes the value of certain premiums paid by the Company in fiscal 1999
under various split-dollar life insurance programs in the amount of
$14,563, and contributions by the Company in fiscal 1999 to certain
defined contribution plans in the amount of $7,680.
(11) Includes the value of certain premiums paid by the Company in fiscal 1999
under various split-dollar life insurance programs in the amount of
$12,601, and contributions by the Company in fiscal 1999 to certain
defined contribution plans in the amount of $6,383.
10
<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 1999 year-end, for each of
the executive officers included in the Summary Compensation Table were as
follows: $401,972, age 68 and 46 years for Alan T. Dickson; $401,972, age 70
and 47 years for R. Stuart Dickson; $417,958, age 44 and 19 years for Thomas W.
Dickson; $389,362, age 60 and 16 years for Richard N. Brigden; $302,178, age 49
and 22 years for Fred A. Jackson; and $275,797, age 48 and 13 years for
Frederick J. Morganthall, II.
11
<PAGE>
STOCK OPTION PLANS
The following table sets forth information regarding options granted to
the executive officers named in the Summary Compensation Table during fiscal
1999. No free-standing stock appreciation rights ("SARs") were granted to
executive officers during such year.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE
- ----------------------------------------------------------------------------------------- AT ASSUMED ANNUAL RATES
NUMBER OF PERCENT OF OF STOCK PRICE
SECURITIES TOTAL OPTIONS/ APPRECIATION FOR
UNDERLYING SARS GRANTED EXERCISE OPTION TERM(3)
OPTIONS/SARS TO EMPLOYEES OR BASE -------------------------
GRANTED IN FISCAL PRICE EXPIRATION 5% 10%
NAME (#)(1) YEAR(2) ($/SH) DATE ($) ($)
- ------------------------------- -------------- --------------- ------------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Thomas W. Dickson 7,500 2.0% $ 19.9375 11/18/05 $ 60,874 $ 141,866
Richard N. Brigden 6,000 1.6% $ 19.9375 11/18/05 $ 48,699 $ 113,493
Fred A. Jackson 5,730 1.5% $ 19.9375 11/18/05 $ 46,508 $ 108,386
270 0.1% $ 19.9375 11/18/08 $ 3,386 $ 8,580
Frederick J. Morganthall, II 6,000 1.6% $ 19.9375 11/18/08 $ 75,231 $ 190,653
</TABLE>
- ----------
(1) Represents the number of shares covered by options granted to the named
executives on November 18, 1998 pursuant to the Company's 1995 and 1997
Plans. 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 options 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 382,900 shares granted to all employees
during fiscal 1999.
(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 $19.9375 exercise price over the
seven and ten year option terms is $28.05 and $32.48, respectively. The 10%
rate of appreciation of the $19.9375 exercise price over the seven and ten
year option terms is $38.85 and $51.71, respectively. There is no
representation that the rates of appreciation reflected in this table will
be achieved.
12
<PAGE>
The following table sets forth information regarding options exercised
during fiscal 1999 by the executive officers named in the Summary Compensation
Table and the value of each such executive officer's unexercised stock options
held at fiscal year-end.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED IN-
UNEXERCISED THE-MONEY
SHARES OPTIONS/SARS AT OPTIONS/SARS AT
ACQUIRED ON FY-END(#) FY-END ($)(1)
EXERCISE VALUE REALIZED (EXERCISABLE/ (EXERCISABLE/
NAME (#) ($) UNEXERCISABLE) UNEXERCISABLE)
- -------------------------------------- ------------- ---------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Thomas W. Dickson .................... -- -- 31,800/ 30,700 $148,585/ 22,800
Richard N. Brigden. .................. -- -- 6,400/ 19,600 17,100/ 11,400
Fred A. Jackson (2) .................. 15,600 116,264 6,800/ 24,400 13,500/ 35,450
Frederick J. Morganthall, II ......... -- -- 12,600/ 37,400 26,175/ 20,263
</TABLE>
- ----------
(1) Based on the closing price of the Company's Common Stock on the New York
Stock Exchange on October 1, 1999 of $16.1875.
(2) Mr. Jackson exercised options to purchase 800 shares of the Company's
Common Stock at a price of $9.1550 per share and 8,000 shares of the
Company's Common Stock at a price of $11.34375 per share on November 13,
1998 and he exercised options to purchase 2,000 shares of the Company's
Common Stock at a price of $11.34375 per share and 4,800 shares of the
Company's Common Stock at a price of $11.4375 per share on September 27,
1999. Mr. Jackson has retained these shares; however, for purposes of the
above table, it is assumed that all such shares were sold on the exercise
date, at the closing price on such date, which was $20.3750 and $16.5625 on
November 13, 1998 and September 27, 1999, respectively.
13
<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
at the conclusion of this report, met one time during fiscal 1999.
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 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 certain
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 American & Efird, Inc.,
incentive pay is based on pre-tax earnings, as a percentage of beginning
capital employed, and for an executive employed by Harris Teeter, Inc.,
incentive pay is based on the percentage of operating profit to sales. If the
Company or
14
<PAGE>
a subsidiary, as applicable, achieves the predetermined minimum goals,
executives are paid a predetermined percentage of base compensation as
incentive pay. The percentage of base compensation payable as incentive
compensation increases proportionally until a maximum performance goal, also
predetermined, is achieved with respect to the applicable measure of
performance.
Generally, the total annual compensation paid to the Company's executives
is equal to or lower than the median of the range of total annual compensation
provided by the competitor companies, for both the Chief Executive Officer and
the remaining executive officers.
LONG-TERM INCENTIVE COMPENSATION. The Company provides long-term incentive
compensation to its executives through the grant of options pursuant to its
stock option plans. The Compensation Committee believes that one important goal
of the executive compensation program should be to provide executives -- who
have significant responsibility for the management, growth and future success
of the Company -- with an opportunity to increase their ownership and
potentially to gain financially from the Company's stock price increases.
Options generally are granted at the prevailing market value of the Company's
Common Stock and will only have value if the Company's stock price increases.
This approach ensures that the best interests of the stockholders and
executives will be closely aligned and will provide incentive for executives to
enhance the long-term financial performance of, and therefore shareholder value
in, the Company.
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 1999, the Compensation Committee granted options to a number
of employees, including certain executives, based primarily on criteria such as
length of employment with the Company or its subsidiaries, new employment and
promotions. The Compensation Committee also considers the number of options
previously granted to employees when it determines new option grants.
OTHER COMPENSATION. In addition to the above forms of compensation, the
Company also maintains a split dollar life insurance program for its executive
officers and certain other key employees of the Company or its subsidiaries.
The Company maintains the SERP, in which executives participate upon the
recommendation of the Compensation Committee and at the discretion of the SERP
administrative committee. The Company also maintains the Pension Plan, the ESOP
and the Ruddick Savings 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 1999 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
1999 is in recognition of Mr. Dickson's efforts during the last year and the
Company's improved earnings.
15
<PAGE>
Fiscal 1999 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. During the 1999 fiscal year, Mr. Dickson received
incentive compensation equal to 44.1% of his base pay. His incentive
compensation for fiscal 1998 was 43.8% of his fiscal 1998 base pay. The change
was due to the Company's slightly higher return on beginning equity during
fiscal 1999.
SUBMITTED BY THE COMPENSATION AND SPECIAL STOCK OPTION COMMITTEE
Edwin B. Borden, Jr. James E.S. Hynes
Anna Spangler Nelson Harold C. Stowe
16
<PAGE>
COMPARISON OF TOTAL CUMULATIVE SHAREHOLDER RETURN
FOR FIVE-YEAR PERIOD ENDING SEPTEMBER 30, 1999
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, 1999.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG RUDDICK CORPORATION AND CERTAIN INDICES**
(The Comparison Chart appears here. See the table below for plot points.)
- --------------------------------------------------------------------------------
9/94 9/95 9/96 9/97 9/98 9/99
- --------------------------------------------------------------------------------
Ruddick Corp 100.00 145.00 151.00 180.00 193.00 184.00
- --------------------------------------------------------------------------------
S&P 500 100.00 130.00 156.00 219.00 239.00 306.00
- --------------------------------------------------------------------------------
S&P MIDCAP 400 100.00 126.00 143.00 199.00 180.00 225.00
- --------------------------------------------------------------------------------
S&P Retail (Food Chains) 100.00 122.00 154.00 165.00 249.00 198.00
- --------------------------------------------------------------------------------
S&P Textiles (Apparel) 100.00 97.00 132.00 143.00 97.00 78.00
- --------------------------------------------------------------------------------
- ----------
* $100 invested on 09/30/94 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.
17
<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 October 3, 1999, 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 2001 annual meeting of shareholders is August 29, 2000. Any shareholder
proposal to be submitted at the 2001 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 year's annual meeting of shareholders. Shareholder
proposals submitted at the 2001 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 12, 2000.
ANNUAL REPORT
The Annual Report of the Company for the year ended October 3, 1999,
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
DOUGLAS J. YACENDA
SECRETARY
December 27, 1999
18
<PAGE>
- FOLD AND DETACH HERE -
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
RUDDICK CORPORATION
Annual Meeting, February 17, 2000
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 17, 2000, 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 PROPOSAL 1 AND IN THE DISCRETION OF THE PROXY
HOLDERS ON ANY OTHER BUSINESS THAT PROPERLY COMES BEFORE THE MEETING.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
of Shareholders, dated December 27, 1999, and the Proxy Statement furnished
therewith.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
<TABLE>
<CAPTION>
<S> <C>
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ------------------------------- -------------------------------
- ------------------------------- -------------------------------
- ------------------------------- -------------------------------
</TABLE>
<PAGE>
- FOLD AND DETACH HERE -
- --------------------------------------------------------------------------------
RUDDICK CORPORATION
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE
Mark box at right if an address change or comment has been noted on the reverse
side of this card. [ ]
1.) Election of the following five nominees as Directors listed below for the
terms indicated in the Proxy Statement.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
JOHN R. BELK THOMAS W. DICKSON JAMES E.S. HYNES HAROLD C. STOWE ISAIAH TIDWELL
[ ] FOR ALL NOMINEES [ ] WITHHOLD [ ] FOR ALL EXCEPT
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).
2.) In acting upon any other business which may properly be brought before said
meeting or any adjournment thereof.
Please be sure to sign and date this Proxy.
Date:_____________________________________
__________________________________________
Shareholder sign here
_________________________________________
Co-owner sign here
Please sign exactly as your name(s) appear(s) on
the stock certificate, as printed on this proxy
card. Joint owners should each sign personally.
Trustees and other fiduciaries should 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.
</TABLE>
<PAGE>
- FOLD AND DETACH HERE -
- --------------------------------------------------------------------------------
THESE VOTING INSTRUCTIONS ARE SOLICITED BY SUNTRUST BANKS, INC.
RUDDICK CORPORATION
ANNUAL MEETING, FEBRUARY 17, 2000
KNOW ALL MEN BY THESE PRESENTS, that the undersigned participant in the
Ruddick Employee Stock Ownership Plan hereby authorizes and instructs
SunTrust Banks, Inc. to vote or cause to be voted the shares held by
SunTrust Banks, Inc. for the account of the undersigned in the Ruddick
Employee Stock Ownership Plan at the Annual Meeting of Shareholders to be
held in the Auditorium, 12th Floor, Two First Union Center, Third and
College Streets, Charlotte, North Carolina on Thursday, February 17, 2000,
at 10:00 A.M., E.S.T. and any adjournment or adjournments thereof, as set
forth on the reverse side.
THESE VOTING INSTRUCTIONS WHEN PROPERLY EXECUTED WILL CAUSE THE SHARES
REPRESENTED HEREBY TO BE VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED
PARTICIPANT. IF NO DIRECTION IS MADE THE SHARES WILL BE VOTED IN FAVOR OF
PROPOSAL 1. THE SHARES WILL BE VOTED IN ACCORDANCE WITH THE BEST JUDGEMENT
OF SUNTRUST BANKS, INC. ON ANY OTHER MATTER PROPERLY BROUGHT BEFORE THE
MEETING.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
of Shareholders, dated December 27, 1999, and the Proxy Statement furnished
therewith.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
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HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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RUDDICK CORPORATION
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE
Mark box at right if an address change or comment has been noted on the reverse
side of this card. [ ]
1.) Election of the following five nominees as Directors listed below for the
terms indicated in the Proxy Statement.
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<S> <C> <C> <C> <C>
JOHN R. BELK THOMAS W. DICKSON JAMES E.S. HYNES HAROLD C. STOWE ISAIAH TIDWELL
[ ] FOR ALL NOMINEES [ ] WITHHOLD [ ] FOR ALL EXCEPT
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).
2.) In accordance with the best judgement of SunTrust Banks, Inc. in acting upon
any other business which may properly be brought before said meeting or any
adjournment thereof.
Please be sure to sign and date this Proxy.
Date:________________________________________
_____________________________________________
Participant sign here
Note: Signature should agree with name on the
records of SunTrust Banks, Inc. as printed hereon.
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