SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
Ruddick Corporation
(Exact Name of Registrant as Specified in its Charter)
North Carolina 56-0905940
(State of Incorporation or Organization) (IRS Employer
Identification Number)
1800 Two First Union Center
Charlotte, North Carolina 28282
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange Act and is
effective pursuant to General Instruction A.(c), please check the
following box: XX
If this form relates to the registration of a class of
securities pursuant to Section 12(g) of the Exchange Act and is
effective pursuant to General Instruction A.(d), please check the
following box:
Securities Act registration statement file number to which this
form relates: N/A
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to be so Registered Name of Each Exchange on Which
Each Class is to be Registered
------------------------------------ ---------------------------
Rights to Purchase Series A Junior
Participating Additional Preferred Stock New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Each Class)
<PAGE>
Item 1. Description of Securities To Be Registered.
On November 16, 2000, the Board of Directors of our
Company, Ruddick Corporation, a North Carolina corporation,
declared a dividend of one preferred share purchase right (a
"Right") for each outstanding share of common stock. The
dividend is payable on November 16, 2000 to the shareholders of
record on that date. These Rights will replace rights to
purchase Series A Junior Participating Additional Preferred Stock
that expired on November 15, 2000.
The following description summarizes the specific terms
of the Rights Agreement between our Company and First Union
National Bank, as the Rights Agent, dated November 16, 2000.
Please note, however, that this description is only a summary,
and is not complete, and should be read together with the entire
Rights Agreement, which has been filed with the Securities and
Exchange Commission as an exhibit to this Registration Statement
on Form 8-A. A copy of the agreement is available free of
charge from our Company.
The Rights. Our Board authorized the issuance of a Right with
respect to each outstanding share of common stock on November 16,
2000. The Rights will initially trade with, and will be
inseparable from, the common stock. The Rights are evidenced
only by certificates that represent shares of common stock. New
Rights will accompany any new shares of common stock we issue
after November 16, 2000 until the Distribution Date described
below.
Exercise Price. Each Right will allow its holder to purchase
from our Company one one-hundredth of a share of Series A Junior
Participating Additional Preferred Stock ("Preferred Share")
for a purchase price of $60, once the Rights become exercisable.
This portion of a Preferred Share will give the shareholder
approximately the same dividend, voting, and liquidation rights
as would one share of common stock. Prior to exercise, the Right
does not give its holder any dividend, voting, or liquidation
rights.
Exercisability. The Rights will not be exercisable until
* 10 days after the public announcement that a person or group
has become an "Acquiring Person" by obtaining beneficial
ownership of 20% or more of our outstanding common stock, or,
if earlier,
* 10 business days (or a later date determined by our Board
before any person or group becomes an Acquiring Person) after
a person or group begins a tender or exchange offer which, if
completed, would result in that person or group becoming an
Acquiring Person.
We refer to the date when the Rights become exercisable
as the "Distribution Date." Until that date, the common stock
certificates will also evidence the Rights, and any transfer of
shares of common stock will constitute a transfer of Rights.
After that date, the Rights will separate from the common stock
and be evidenced by book-entry credits or by Rights certificates
that we will mail to all eligible holders of common stock. Any
Rights held by an Acquiring Person are void and may not be
exercised.
2
<PAGE>
Our Board may reduce the threshold at which a person or
group becomes an Acquiring Person from 20% to not less than 10%
of the outstanding common stock.
Consequences of a Person or Group Becoming an Acquiring Person.
* Flip In. If a person or group becomes an Acquiring Person,
all holders of Rights except the Acquiring Person may, for
$60.00, purchase shares of our common stock with a market
value of $120.00, based on the market price of the common
stock prior to such acquisition.
* Flip Over. If our Company is later acquired in a merger or
similar transaction after the Rights Distribution Date, all
holders of Rights except the Acquiring Person may, for $60.00,
purchase shares of the acquiring corporation with a market
value of $120.00 based on the market price of the acquiring
corporation's stock, prior to such merger.
Preferred Share Provisions.
Each one one-hundredth of a Preferred Share, if issued:
* will not be redeemable.
* will entitle holders to quarterly dividend payments of $.01,
or an amount equal to the dividend paid on one share of common
stock, whichever is greater.
* will entitle holders upon liquidation either to receive $1.00,
or an amount equal to the payment made on one share of common
stock, whichever is greater.
* will have the same voting power as one share of common stock.
* if shares of our common stock are exchanged via merger,
consolidation, or a similar transaction, will entitle holders
to a payment equal to the payment made on one share of common
stock.
The value of one one-hundredth interest in a Preferred Share
should approximate the value of one share of common stock.
Expiration. The Rights will expire on November 16, 2010.
Redemption. Our Board may redeem the Rights for $.01 per Right
at any time before any person or group becomes an Acquiring
Person. If our Board redeems any Rights, it must redeem all of
the Rights. Once the Rights are redeemed, the only right of the
holders of Rights will be to receive the redemption price of $.01
per Right. The redemption price will be adjusted if we have a
stock split or stock dividends of our common stock.
Exchange. After a person or group becomes an Acquiring Person,
but before an Acquiring Person owns 50% or more of our
outstanding common stock, our Board may extinguish the Rights by
exchanging one share of common stock or an equivalent security
for each Right, other than Rights held by the Acquiring Person.
3
<PAGE>
Anti-Dilution Provisions. Our Board may adjust the purchase
price of the Preferred Shares, the number of Preferred Shares
issuable and the number of outstanding Rights to prevent dilution
that may occur from a stock dividend, a stock split, a
reclassification of the Preferred Shares or common stock. No
adjustments to the Exercise Price of less than 1% will be made.
Amendments. The terms of the Rights Agreement may be amended by
our Board without the consent of the holders of the Rights.
However, our Board may not amend the Rights Agreement to lower
the threshold at which a person or group becomes an Acquiring
Person to below 10% of our outstanding common stock. In
addition, the Board may not cause a person or group to become an
Acquiring Person by lowering this threshold below the percentage
interest that such person or group already owns. After a person
or group becomes an Acquiring Person, our Board may not amend the
agreement in a way that adversely affects holders of the Rights.
Item 2. Exhibits.
4.1 Rights Agreement, dated as of November 16, 2000,
between Ruddick Corporation and First Union
National Bank, which includes the form of Right
Certificate as Exhibit A and the Summary of Rights
to Purchase Preferred Shares as Exhibit B.
<PAGE> 4
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: December 15, 2000
RUDDICK CORPORATION
By: /s/ JOHN WOODLIEF
Name: John Woodlief
Title: Vice President
<PAGE> 5
EXHIBIT LIST
4.1 Rights Agreement, dated as of November 16, 2000,
between Ruddick Corporation and First Union National
Bank, which includes the form of Right Certificate as
Exhibit A and the Summary of Rights to Purchase
Preferred Shares as Exhibit B.
<PAGE> 6
