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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark one)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended: October 3, 1999
----------------------
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the transition period
from __________ to __________
Commission File Number: 1-6905
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RUDDICK CORPORATION
- --------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NORTH CAROLINA 56-0905940
------------------------------- -----------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
1800 TWO FIRST UNION CENTER, CHARLOTTE, NORTH CAROLINA 28282
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (704) 372-5404
-----------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS: NAME OF EXCHANGE ON WHICH REGISTERED:
- ----------------------------------- -------------------------------------
COMMON STOCK NEW YORK STOCK EXCHANGE, INC.
RIGHTS TO PURCHASE SERIES A JUNIOR
PARTICIPATING ADDITIONAL PREFERRED STOCK NEW YORK STOCK EXCHANGE, INC.
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [x]
The aggregate market value of the voting stock held by nonaffiliates of the
Registrant as of December 10, 1999, was $488,088,059.
As of December 10, 1999, the Registrant had outstanding 46,350,986 shares of
Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Parts I and II: Certain portions of the Annual Report to Shareholders for the
fiscal year ended October 3, 1999. (With the exception of those portions which
are specifically incorporated by reference in this Form 10-K and included as
Exhibit 13 hereto, the Annual Report to Shareholders for the fiscal year ended
October 3, 1999, is not deemed to be filed or incorporated by reference as part
of this report).
Part III: Definitive Proxy Statement dated December 27, 1999, as filed pursuant
to Section 14 of the Securities Exchange Act of 1934 in connection with the 2000
Annual Meeting of Shareholders. (With the exception of those portions which are
specifically incorporated by reference in this Form 10-K, the Proxy Statement is
not deemed to be filed or incorporated by reference as part of this report.)
RUDDICK CORPORATION
AND CONSOLIDATED SUBSIDIARIES
Form 10-K for the Fiscal Year ended October 3, 1999
TABLE OF CONTENTS
PART I
Page
Item 1. Business ...............................................1
Item 2. Properties .............................................4
Item 3. Legal Proceedings ......................................5
Item 4. Submission of Matters to a Vote of Security Holders.....6
Item 4A. Executive Officers of the Registrant ...................6
PART II
Item 5. Market for Registrant's Common Equity and Related
Shareholder Matters ....................................7
Item 6. Selected Financial Data ................................7
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations ....................7
Item 7A. Quantitative and Qualitative Discussion about
Market Risk ............................................7
Item 8. Financial Statements and Supplementary Data ............7
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure ....................8
PART III
Item 10. Directors and Executive Officers of the Registrant .....8
Item 11. Executive Compensation ................................ 8
Item 12. Security Ownership of Certain Beneficial Owners and
Management .............................................8
Item 13. Certain Relationships and Related Transactions .........8
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K ............................................9
PART I
ITEM 1. BUSINESS
- ----------------
Ruddick Corporation (the "Registrant") is a holding company which,
through its wholly-owned subsidiaries, is engaged in two primary businesses:
Harris Teeter, Inc. ("Harris Teeter") operates a regional chain of supermarkets
in six southeastern states and American & Efird, Inc. ("A&E") manufactures and
distributes industrial and consumer sewing thread.
At October 3, 1999, the Registrant and its subsidiaries had total
consolidated assets of $970,114,000 and had approximately 19,800 employees. The
principal executive offices of the Registrant are located at 1800 Two First
Union Center, Charlotte, North Carolina 28282.
Ruddick Corporation, which is incorporated under North Carolina law,
was created in 1968 through the consolidation of the predecessor companies of
A&E and Ruddick Investment Company. In 1969, the Registrant acquired Harris
Teeter. Also in 1969, the Registrant acquired the predecessor of Jordan
Graphics, Inc. ("Jordan Graphics"). On January 23, 1996, certain assets of
Jordan Graphics were sold to The Reynolds and Reynolds Company. In addition, as
of the beginning of fiscal year 1996, Ruddick Investment Company redefined its
business approach. Venture capital investment holdings will continue to be
managed but future venture investments will be made primarily in independently
managed venture capital investment funds for the foreseeable future. Due to
continued growth of the Harris Teeter and A&E businesses, Ruddick Investment's
relative size to the consolidated Company has declined and is no longer
considered an operating company. For certain other information regarding the
Company's venture capital and real estate holdings, see the Note entitled
"Investments" of the Notes to Consolidated Financial Statements of Ruddick
Corporation and Subsidiaries in the Registrant's 1999 Annual Report to
Shareholders (the "1999 Annual Report"), which information is incorporated
herein by reference.
The two businesses in which the Registrant engages through its
principal operating subsidiaries, together with certain financial information
and competitive aspects of such businesses, are discussed separately below. For
certain other information regarding industry segments, see the Note entitled
"Industry Segment Information" of the Notes to Consolidated Financial Statements
of Ruddick Corporation and Subsidiaries in the 1999 Annual Report, which
information is incorporated herein by reference.
The only foreign operations conducted by the Registrant are through
A&E. Neither of the two businesses engaged in by the Registrant would be
characterized as seasonal.
Net revenue received from domestic United States customers was
$2,520,502,000 in fiscal 1999, $2,394,821,000 in fiscal 1998 and $2,224,617,000
in fiscal 1997. Net revenue received from customers in foreign countries was
$104,272,000 for fiscal 1999, $92,549,000 in fiscal 1998 and $75,472,000 in
fiscal 1997. Net long-lived assets located in the domestic United
1
States were $524,200,000 at fiscal year end 1999, $497,700,000 at fiscal year
end 1998 and $446,200,000 at fiscal year end 1997. Net long-lived assets located
in foreign countries were $20,600,000, $20,300,000 and $21,300,000 at fiscal
year end 1999, 1998 and 1997, respectively.
The Registrant employs nineteen people, including four executives who
formulate and implement overall corporate objectives and policies. The
Registrant's employees perform functions in a number of areas including finance,
accounting, audit, insurance, reporting, employee benefits and public and
shareholder relations. The Registrant assists its subsidiaries in developing
long-range goals, in strengthening management personnel and skills and in
financing operations. Management of each subsidiary is responsible for
implementing operating policies and reports to management of the Registrant.
HARRIS TEETER
-------------
Harris Teeter operates supermarkets in North Carolina (105), South
Carolina (22), Virginia (6), Georgia (9), Tennessee (3) and Florida (2) for
sales of groceries, produce, meat and seafood, delicatessen items, bakery items,
wines and non-food items such as health and beauty care, floral and other
products normally offered for sale in supermarkets. Harris Teeter has a program
in place whereby each retail store will undergo remodels on a regular basis.
Harris Teeter remodeled 22 stores during fiscal 1999 and expects to remodel 30
stores in fiscal 2000. In addition, 16 new stores were opened, including eight
former Kroger stores in the Greensboro and Winston-Salem, North Carolina area
and 13 stores were closed, including 11 in western Virginia which were acquired
by Kroger, in fiscal 1999. As of fiscal year end, Harris Teeter had 147 stores
in operation. Its principal offices and distribution facility containing cold
storage perishable products and dry groceries are located near Charlotte, North
Carolina. Another dry grocery, cold storage perishable and frozen storage
facility is located in Greensboro, North Carolina. Both distribution facilities
underwent major expansion during fiscal 1997 and 1998 in order that both could
function as full-service facilities by May of 1998. Harris Teeter produces dairy
products, but buys most of the products it sells, including its private label
brands. Harris Teeter's sales constituted 87% of the Registrant's consolidated
sales in fiscal 1999 (86% in 1998 and 84% in 1997).
The supermarket industry is highly competitive. Harris Teeter competes
with local, regional and national food chains, some of which are larger in terms
of assets and sales, as well as with independent merchants. In the past several
years, considerable consolidation of competitors has taken place in the
supermarket industry and is expected to continue. As a result, Harris Teeter is
likely to compete with more, larger food chains in its markets. Principal
competitive factors include store location, price, service, convenience,
cleanliness, product quality and product variety. No one customer or group of
customers has a material effect upon the business of Harris Teeter.
At fiscal year end, Harris Teeter employed approximately 9,645
full-time and 6,780 part-time employees. Warehouse employees and drivers at
Harris Teeter's warehouse near Charlotte, North Carolina are represented by a
union, but Harris Teeter is not party to a collective bargaining agreement
covering such employees. Harris Teeter considers its employee relations to be
good.
2
A & E
-----
A&E is a leading manufacturer and distributor of sewing thread,
produced from natural and synthetic fibers, for worldwide industrial and
consumer markets. Manufacturers of apparel, automotive materials, home
furnishings, medical supplies and footwear rely on A&E industrial sewing thread
to manufacture their products. The company's sales are primarily of industrial
sewing thread products, which are sold to manufacturers through A&E's employed
sales representatives, commissioned agents and distributors. In addition, A&E
produces the SIGNATURE line of consumer sewing thread, which is sold through
independent retail outlets. A&E also distributes sewing supplies manufactured by
other companies. A&E sales constituted 13% of the Registrant's consolidated
sales in fiscal 1999 (14% in 1998 and 16% in 1997).
Over 70% of A&E's sales are industrial thread for use in apparel
products. The apparel market is made up of many categories, servicing both
genders and diverse age groups, including jeanswear, underwear, menswear,
womenswear, outerwear, intimate apparel, workwear and childrenswear. A&E also
manufactures industrial thread for use in a wide variety of non-apparel products
including home furnishings, automotive, footwear, upholstered furniture,
sporting goods, caps and hats, gloves, leather products, medical products and
tea bag strings.
Headquartered in Mt. Holly, North Carolina, the company operates 12
modern manufacturing facilities in North Carolina. These facilities have been
designed for flexibility and efficiency to accommodate changing customer product
demands. In addition to manufacturing, A&E operates 14 distribution centers in
the U. S. and one in Puerto Rico.
A&E also has wholly-owned operations in Belgium, Canada, Costa Rica, El
Salvador, England, Guatemala, Honduras, Hong Kong, Northern Ireland, Mexico and
Malaysia, a majority-owned joint venture in China and minority interest in
ventures in the Dominican Republic, Mauritius and Italy. The company's value of
assets in these operations totals approximately $77 million. Management expects
to continue to expand foreign production and distribution operations, through
acquisitions, joint ventures or new start-up operations.
The domestic order backlog, believed to be firm, as of the end of the
1999 fiscal year was approximately $11,132,000 versus $14,329,000 at the end of
the preceding fiscal year. The majority of the order backlog is expected to be
filled within three weeks of fiscal year end. The international order backlog is
not material. A&E has approximately 9,300 domestic and 4,900 international
customer accounts which are active. In fiscal 1999, no single customer accounted
for more than 9% of total net sales, and the ten largest accounted for 25% of
total net sales.
A&E purchases cotton from farmers and domestic cotton merchants. There
is presently a sufficient supply of cotton worldwide and in the domestic market.
Synthetic fibers are bought primarily from the principal American synthetic
fiber producers and are currently available in an adequate supply.
3
A&E has two patents issued and a patent application pending in several
jurisdictions. There are no material licenses, franchises or concessions held by
A&E. Research and Development expenditures were $432,000, $405,000 and $328,000
in fiscal 1999, 1998 and 1997, respectively, none of which were sponsored by
customers. Three employees are engaged in this activity on a full-time basis.
The industrial sewing thread industry is highly competitive. A&E is one
of the world's largest manufacturers of industrial sewing threads and also
manufactures and distributes consumer sewing thread. A&E's principal North
American competition includes Coats American, Inc. and imports sold primarily
through distributors. Globally, A&E competes with Coats Viyella PLC as well as
regional producers and merchants in various foreign markets served by A&E. The
key competitive factors are quality, service, and price. In the consumer thread
market, A&E competes with a number of large, well-established companies,
including Coats American, Inc.
A&E employed approximately 3,350 persons worldwide as of the end of
fiscal 1999. A&E considers its employee relations to be good.
ITEM 2. PROPERTIES
- -------------------
The executive offices of the Registrant are located in approximately
8,000 square feet of leased space in a downtown office tower at 1800 Two First
Union Center, Charlotte, North Carolina, 28282.
Harris Teeter owns its principal offices, which consist of 116,000
square feet of space located on a 10-acre tract of land near Charlotte, North
Carolina. Harris Teeter also owns a 104-acre tract east of Charlotte where a
cold storage and dry grocery distribution facility is located. This facility
includes approximately 338,000 square feet of dry grocery warehouse and
approximately 252,000 square feet of storage for refrigerated or perishable
goods. Harris Teeter also owns a 49-acre tract in Greensboro, North Carolina,
which contains approximately 550,000 square feet of dry grocery warehousing,
approximately 138,000 square feet of perishable warehouse and approximately
139,000 square feet of frozen goods storage. Harris Teeter owns an 18,050 square
foot milk processing plant located on 8.3 acres of land in Charlotte, North
Carolina. During fiscal 1999, a new freezer was added to Harris Teeter's milk
processing and ice cream manufacturing facility located on 4.7 acres of land in
High Point, North Carolina which now totals 90,500 square feet. Harris Teeter
operates its retail stores primarily from leased properties. The base annual
rentals on leased store and warehouse properties as of October 3, 1999
aggregated approximately $52,284,000 net of sublease rentals of approximately
$1,288,000. In addition to the base rentals, the majority of the lease
agreements provide for additional annual rentals based on 1% of the amount by
which annual store sales exceed a predetermined amount. During the fiscal year
ended October 3, 1999, the additional rental amounted to approximately
$1,218,000. Harris Teeter's supermarkets range in size from approximately 12,000
square feet to 66,000 square feet, with an average size of approximately 40,000
square feet. The following table sets forth selected statistics with respect to
Harris Teeter stores for each of the last three fiscal years.
4
HARRIS TEETER STORE DATA 1997 1998 1999
---------- ---------- ----------
Stores Open at End of Period 138 144 147
Average Weekly Net Sales Per Store* $ 272,924 $ 292,124 $ 303,206
Average Square Footage Per Store 38,076 39,155 40,347
Average Square Footage Per New
Store Opened During Period 50,191 45,966 47,323
Total Square Footage at End
of Period 5,254,457 5,638,261 5,930,991
*Computed on the basis of aggregate sales of stores open for a full year.
A&E's principal offices and twelve domestic manufacturing plants are
all owned by A&E and are all located in North Carolina. Manufacturing and
related warehouse facilities have an aggregate of 2,158,578 square feet of floor
space and an insured value of $601,523,000. A&E has the capacity to produce
annually approximately 44,250,000 pounds of industrial sewing thread and has a
dyeing capacity of approximately 44,550,000 pounds per year. Capacities are
based on 168 hours of operations per week.
A&E leases fourteen distribution centers scattered throughout its
domestic markets with an aggregate of 329,042 square feet of floor space and an
approximate annual rent of $1,325,000.
Through subsidiaries, A&E also owns four international manufacturing
and/or distribution facilities with an aggregate of 289,608 square feet of floor
space and an approximate insured value of $21,800,000. A&E leases another 20
international facilities with an aggregate of 375,864 square feet of floor space
and an approximate annual rent of $1,400,000. The subsidiaries which are engaged
in manufacturing have a sewing thread dyeing capacity of approximately
14,400,000 pounds per year. Capacities are based on 168 hours of operations per
week. In addition to its subsidiaries, A&E also has minority interests in
various joint ventures.
ITEM 3. LEGAL PROCEEDINGS
- -------------------------
The Registrant has entered into an Administrative Order on Consent with
Region IV of the United States Environmental Protection Agency, together with 14
other parties who have been designated potentially responsible parties, to
perform a remedial investigation/feasibility study at the Leonard Chemical
Company Superfund site in Rock Hill, South Carolina. The Registrant's potential
liability is based on the alleged disposal of waste material at this Superfund
site by Pargo, Inc. Pargo, Inc. was a wholly owned subsidiary of the Registrant
from 1969 to 1972. The Registrant has agreed to participate in the remedial
investigation/feasibility study on the condition that its share of the costs
does not exceed 1.8% of the total plus an additional payment of $4,680 for costs
previously incurred by other parties. The Registrant estimates that, based on
current information, the total cost of the remedial investigation/feasibility
study should be approximately
5
$1,500,000. Under the interim allocation of costs agreed to by the parties to
the Administrative Order on Consent, the Registrant's share is 1.155% of the
total cost. The Registrant does not believe that this proceeding will have a
material effect on its business or financial condition.
The Registrant and its subsidiaries are involved in various matters
from time to time in connection with their operations, including various
lawsuits, patent and environmental matters. These matters considered in the
aggregate have not had, nor does the Registrant expect them to have, a material
effect on the Registrant's business or financial condition. For certain other
information regarding potential contingencies, see "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Other Matters" in
the 1999 Annual Report.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- -----------------------------------------------------------
Not applicable.
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
- ---------------------------------------------
The following list contains the name, age, positions and offices held,
and period served in such positions or offices for each of the executive
officers of the Registrant.
R. Stuart Dickson, age 70, has been Chairman of the Executive Committee
since February 1994. Prior to that time he had been Chairman of the
Board of the Registrant since its formation in October 1968.
Alan T. Dickson, age 68, has been Chairman of the Board since February
1994. Prior to that time he had been President of the Registrant since
its formation in October 1968.
Thomas W. Dickson, age 44, has been President of the Registrant since
February 1997. Prior to that time, and beginning in February 1996, he
served as Executive Vice President of the Registrant. He also served as
A&E's President from February 1994 to August 1996 and Executive Vice
President from 1991 to 1994.
John B. Woodlief, age 49, has been Vice President - Finance of the
Registrant since November 1999. Prior to that time, and beginning in
1996, he served as Managing Partner of PricewaterhouseCoopers,
Charlotte, North Carolina office. He joined Price Waterhouse in 1972.*
Fred J. Morganthall, II, age 48, was elected President of Harris Teeter
on October 30, 1997. Prior to that time, and beginning in October 1996,
he served as Executive Vice President of Harris Teeter. He was also
Harris Teeter's Senior Vice President of Operations from October 1995
to October 1996, Vice President of Operations from April 1994 to
October 1995 and Vice President of Sales and Distribution from October
1992 to April 1994.
Fred A. Jackson, age 49, has been President of A&E since August 1996.
Prior to that time, for more than five years, he served as its Senior
Vice President-Industrial Thread Sales.
*Richard N. Brigden, age 60, served as Vice President - Finance of the
Registrant from December 1983 until November 1999. He will retire in
early 2000.
6
The executive officers of the Registrant and its subsidiaries are
elected annually by their respective Boards of Directors. R. Stuart Dickson and
Alan T. Dickson are brothers. Thomas W. Dickson is the son of R. Stuart Dickson
and the nephew of Alan T. Dickson. No other executive officer has a family
relationship with any other executive officer or director or nominee for
director as close as first cousin.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
- -----------------------------------------------------------------------------
The information required for this item is incorporated herein by
reference to the following sections of the Registrant's 1999 Annual Report:
information regarding the principal market for Common Stock, number of
shareholders of record, market price information per share of Common Stock and
dividends declared per share of Common Stock for each quarterly period in the
1999 and 1998 fiscal years is incorporated by reference to the Note headed
"Quarterly Information (Unaudited)" to the Notes to Consolidated Financial
Statements; and information regarding restrictions on the ability of the
Registrant to pay cash dividends is incorporated by reference to "Management's
Discussion and Analysis of Financial Condition and Results of Operations-Capital
Resources and Liquidity" and the Note headed "Long-Term Debt" to the Notes to
Consolidated Financial Statements.
ITEM 6. SELECTED FINANCIAL DATA
- -------------------------------
The information required for this item, for each of the last five
fiscal years, is incorporated herein by reference to the sections headed
"Ruddick Corporation Financial Highlights" and "Eleven-Year Financial and
Operating Summary" in the Registrant's 1999 Annual Report.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- -------------------------------------------------------------------------------
OF OPERATIONS
- -------------
The information required for this item is incorporated herein by
reference to the section headed "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in the Registrant's 1999 Annual
Report.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCUSSION ABOUT MARKET RISK
- ------------------------------------------------------------------
The Registrant's market risk sensitive instruments do not subject the
Registrant to material market risk exposures.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ---------------------------------------------------
The Consolidated Financial Statements of the Registrant, including the
Report of Independent Public Accountants thereon, are incorporated herein by
reference from the Registrant's 1999 Annual Report.
7
The required supplementary financial information is incorporated herein
by reference from the Note headed "Quarterly Information (Unaudited)" of the
Notes to Consolidated Financial Statements in the Registrant's 1999 Annual
Report.
The financial statement schedules required to be filed herewith, and
the Report of Independent Public Accountants thereon, are listed under Item
14(a) of this Report and filed herewith pursuant to Item 14(d) of this Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
- -----------------------------------------------------------------------
FINANCIAL DISCLOSURE
- --------------------
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- -----------------------------------------------------------
The information required by this item with respect to executive
officers is set forth above in Part I, Item 4A. The other information required
by this item is incorporated herein by reference to the sections entitled
"Election of Directors" and "Section 16(a) Beneficial Ownership Reporting
Compliance" in the Registrant's Proxy Statement dated December 27, 1999, filed
with the Securities and Exchange Commission with respect to the Registrant's
2000 Annual Meeting of Shareholders (the "2000 Proxy Statement").
ITEM 11. EXECUTIVE COMPENSATION
- -------------------------------
The information required by this item is incorporated herein by
reference to the sections entitled "Election of Directors -Directors' Fees and
Attendance" and "Executive Compensation" in the Registrant's 2000 Proxy
Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- -----------------------------------------------------------------------
The information required by this item is incorporated herein by
reference to the sections entitled "Principal Shareholders" and "Election of
Directors-Beneficial Ownership of Company Stock" in the Registrant's 2000 Proxy
Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- -------------------------------------------------------
None.
8
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
- ------------------------------------------------------------------------
(a) Documents filed as part of this report:
(1) Financial Statements: The following financial statements
and report are incorporated herein by reference to the
Registrant's 1999 Annual Report:
Consolidated Balance Sheets, October 3, 1999 and September 27,
1998
Statements of Consolidated Income and Retained Earnings for
the fiscal years ended October 3, 1999, September 27, 1998 and
September 28, 1997
Statements of Consolidated Total Non-Owner Changes in Equity
for the fiscal years ended October 3, 1999, September 27, 1998
and September 28, 1997
Statements of Consolidated Cash Flows for the fiscal years
ended October 3, 1999, September 27, 1998 and September 28,
1997
Notes to Consolidated Financial Statements
Report of Independent Public Accountants
(2) Financial Statement Schedules: The following report and
financial statement schedules are filed herewith:
Report of Independent Public Accountants for each of
the fiscal years in the three year period ended
October 3, 1999 Page S-1
Schedule II - Valuation and Qualifying Accounts and
Reserves Page S-2
All other schedules are omitted as the required information is
inapplicable or the information is presented in the
consolidated financial statements or related notes thereto.
(3) Index to Exhibits: The following exhibits are filed with this
report or, as noted, incorporated by reference herein.
9
Sequentially
Exhibit Numbered
Number Description of Exhibit Page
- ------ ---------------------- ----
3.1 Restated Articles of Incorporation of the *
Registrant, incorporated herein by reference to
Exhibit 3.1 of the Registrant's Quarterly Report on
Form 10-Q for the quarterly period ended March 29,
1992 (Commission File No. 1-6905).
3.2 Amended and Restated Bylaws of the Registrant, *
incorporated herein by reference to Exhibit 3.2 of
the Registrant's Annual Report on Form 10-K for the
fiscal year ended September 27, 1998 (Commission
File No. 1-6905).
4.1 Revolving Credit Agreements for an aggregate of *
$100,000,000, entered into as of February 15, 1995,
by and between the Registrant and each of First
Union National Bank of North Carolina, NationsBank,
National Association (formerly NationsBank,
National Association (Carolinas)) and Wachovia Bank
of North Carolina, N.A., incorporated herein by
reference to Exhibits 4.1, 4.2 and 4.3 of the
Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended April 2, 1995 (Commission
File No. 1-6905).
4.2 $50,000,000 6.48% Series A Senior Notes due March *
1, 2011 and $50,000,000 Private Shelf Facility
dated March 1, 1996 between Ruddick Corporation and
The Prudential Insurance Company of America,
incorporated herein by reference to Exhibit 4.1 of
the Registrant's Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 1996
(Commission File No. 1-6905).
4.3 $50,000,000 7.55% Senior Series B Notes due July
15, 2017 and $50,000,000 7.72% Series B Senior
Notes due April 15, 2017 under the Note Purchase
and Private Shelf Agreement dated April 15, 1997
between Ruddick Corporation and The Prudential
Insurance Company of America, incorporated herein
by reference to Exhibit 4.3 of the Registrant's
Annual Report on Form 10-K for the fiscal year
period ended September 28, 1997 (Commission File
No. 1-6905).
The Registrant has certain other long-term debt,
but has not filed the instruments evidencing such
debt as part of Exhibit 4 as none of such
instruments authorize the issuance of debt
exceeding 10 percent of the total consolidated
assets of the Registrant. The Registrant agrees to
furnish a copy of each such agreement to the
Commission upon request.
10.1 Description of Incentive Compensation Plans, *
incorporated herein by reference to Exhibit 10.1 of
the Registrant's Annual Report on Form 10-K for the
fiscal year ended September 29, 1996 (Commission
No. 1-6905).**
10
Sequentially
Exhibit Numbered
Number Description of Exhibit Page
- ------ ---------------------- ----
10.2 Supplemental Executive Retirement Plan of Ruddick *
Corporation, as amended and restated, incorporated
herein by reference to Exhibit 10.3 of the
Registrant's Annual Report on Form 10-K for the
fiscal year ended September 30, 1990 (Commission
File No. 1-6905).**
10.3 Resolutions adopted by the Board of Directors of *
the Registrant and the Plan's Administrative
Committee with respect to benefits payable under
the Registrant's Supplemental Executive Retirement
Plan to Alan T. Dickson and R. Stuart Dickson,
incorporated herein by reference to Exhibit 10.3 of
the Registrant's Annual Report on Form 10-K for the
fiscal year ended September 29, 1991 (Commission
File No. 1-6905).**
10.4 Deferred Compensation Plan for Key Employees of *
Ruddick Corporation and subsidiaries, as amended
and restated, incorporated herein by reference to
Exhibit 10.5 of the Registrant's Annual Report on
Form 10-K for the fiscal year ended September 30,
1990 (Commission File No. 1-6905).**
10.5 1982 Incentive Stock Option Plan, as amended and *
restated, incorporated herein by reference to
Exhibit 10.5 of the Registrant's Annual Report on
Form 10-K for the fiscal year ended October 2, 1994
(Commission File No. 1-6905).**
10.6 1988 Incentive Stock Option Plan, incorporated *
herein by reference to Exhibit 10.6 of the
Registrant's Annual Report on Form 10-K for the
fiscal year ended October 2, 1994 (Commission File
No. 1-6905).**
10.7 1993 Incentive Stock Option and Stock Appreciation *
Rights Plan, incorporated herein by reference to
Exhibit 10.7 of the Registrant's Annual Report on
Form 10-K for the fiscal year ended October 3, 1993
(Commission File No. 1-6905).**
10.8 Description of the Registrant's Long Term Key *
Management Incentive Program, incorporated herein
by reference to Exhibit 10.7 of the Registrant's
Annual Report on Form 10-K for the fiscal year
ended September 29, 1991 (Commission File No.
1-6905).**
11
Sequentially
Exhibit Numbered
Number Description of Exhibit Page
- ------ ---------------------- ----
10.9 Ruddick Corporation Irrevocable Trust for the *
Benefit of Participants in the Long Term Key
Management Incentive Program, incorporated herein
by reference to Exhibit 10.9 of the Registrant's
Annual Report on Form 10-K for the fiscal year
ended September 30, 1990 (Commission File No.
1-6905).**
10.10 Rights Agreement dated November 15, 1990 by and *
between the Registrant and Wachovia Bank of North
Carolina, N.A., incorporated herein by reference to
Exhibit 4.1 to the Registrant's Current Report on
Form 8-K dated November 21, 1990 (Commission File
No. 1-6905).
10.11 Ruddick Corporation Senior Officers Insurance *
Program Plan Document and Summary Plan Description,
incorporated herein by reference to Exhibit 10.10
of the Registrant's Annual Report on Form 10-K for
the fiscal year ended September 27, 1992
(Commission File No. 1-6905).**
10.12 Ruddick Corporation Nonstatutory Stock Option *
Agreement Between the Registrant and Edwin B.
Borden, Jr., incorporated herein by reference to
Exhibit 10.2 of the Registrant's Quarterly Report
on Form 10-Q for the quarterly period ended
December 29, 1996 (Commission File No. 1-6905).**
10.13 Ruddick Corporation Nonstatutory Stock Option *
Agreement Between the Registrant and Beverly F.
Dolan, incorporated herein by reference to Exhibit
10.3 of the Registrant's Quarterly Report on Form
10-Q for the quarterly period ended December 29,
1996 (Commission File No. 1-6905).**
10.14 Ruddick Corporation Nonstatutory Stock Option *
Agreement Between the Registrant and Roddey Dowd,
Sr., incorporated herein by reference to Exhibit
10.4 of the Registrant's Quarterly Report on Form
10-Q for the quarterly period ended December 29,
1996 (Commission File No. 1-6905).**
10.15 Ruddick Corporation Nonstatutory Stock Option *
Agreement Between the Registrant and James E.S.
Hynes, incorporated herein by reference to Exhibit
10.5 of the Registrant's Quarterly Report on Form
10-Q for the quarterly period ended December 29,
1996 (Commission File No. 1-6905).**
12
Sequentially
Exhibit Numbered
Number Description of Exhibit Page
- ------ ---------------------- ----
10.16 Ruddick Corporation Nonstatutory Stock Option *
Agreement Between the Registrant and Hugh L.
McColl, Jr., incorporated herein by reference to
Exhibit 10.6 of the Registrant's Quarterly Report
on Form 10-Q for the quarterly period ended
December 29, 1996 (Commission File No. 1-6905).**
10.17 Ruddick Corporation 1995 Comprehensive Stock Option *
Plan, incorporated herein by reference to Exhibit
10.1 of the Registrant's Quarterly Report on Form
10-Q for the quarterly period ended June 30, 1996
(Commission File No. 1-6905).**
10.18 Ruddick Corporation 1997 Comprehensive Stock Option *
and Award Plan, incorporated herein by reference to
Exhibit 10.1 of the Registrant's Quarterly Report
on Form 10-Q for the quarterly period ended
December 28, 1997 (Commission File No. 1-6905).**
10.19 Ruddick Corporation Director Deferred Plan, *
incorporated herein by reference to Exhibit 10.2 of
the Registrant's Quarterly Report on Form 10-Q for
the quarterly period ended March 29, 1998
(Commission File No. 1-6905).**
10.20 Ruddick Corporation Senior Officers Insurance *
Program, incorporated herein by reference to
Exhibit 10.3 of the Registrant's Quarterly Report
on Form 10-Q for the quarterly period ended March
29, 1998 (Commission File No. 1-6905).**
11 Statement Regarding the Computation of Per Share +
Earnings.
13 Ruddick Corporation 1999 Annual Report to +
Shareholders: Consolidated Financial Statements on
pages 22 to 35 and sections headed "Management's
Discussion and Analysis of Financial Condition and
Results of Operations" (pages 17 to 21), "Ruddick
Corporation Financial Highlights" (page 3) and
"Eleven-Year Financial and Operating Summary"
(pages 36 and 37) only.
21 List of Subsidiaries of the Registrant. +
13
23 Consent of Independent Public Accountants. +
27 Financial Data Schedule. +
- ------------------------
* Incorporated by reference.
** Indicates management contract or compensatory plan required to be filed
as an Exhibit.
+ Indicates exhibits filed herewith and follow the signature pages.
(b) Reports on Form 8-K.
The Registrant did not file any reports on Form 8-K during the three
months ended October 3, 1999.
(c) Exhibits
See (a )(3) above.
(d) Financial Statement Schedules
See (a) (2) above.
14
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
RUDDICK CORPORATION
(Registrant)
By: /s/ Thomas W. Dickson
--------------------------------
Thomas W. Dickson, President
Dated: December 22, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated:
Name Title Date
---- ----- ----
/s/ Thomas W. Dickson President and December 22, 1999
- ------------------------- Director
Thomas W. Dickson (Principal Executive
Officer)
/s/ John B. Woodlief Vice President- December 22, 1999
- ------------------------- Finance (Principal
John B. Woodlief Financial Officer)
/s/ Douglas A. Stephenson Vice President December 22, 1999
- ------------------------- and Treasurer
Douglas A. Stephenson (Principal Accounting
Officer)
/s/ John R. Belk Director December 22, 1999
- -------------------------
John R. Belk
/s/ Edwin B. Borden, Jr. Director December 22, 1999
- -------------------------
Edwin B. Borden, Jr.
/s/ John W. Copeland Director December 22, 1999
- -------------------------
John W. Copeland
/s/ Alan T. Dickson Chairman of December 22, 1999
- ------------------------- the Board
Alan T. Dickson and Director
/s/ R. Stuart Dickson Chairman of December 22, 1999
- ------------------------- the Executive
R. Stuart Dickson Committee and Director
15
Name Title Date
---- ----- ----
- --------------------------- Director
Roddey Dowd, Sr.
/s/ James E. S. Hynes Director December 22, 1999
- ---------------------------
James E. S. Hynes
/s/ Hugh L. McColl, Jr. Director December 22, 1999
- ---------------------------
Hugh L. McColl, Jr.
/s/ Anna S. Nelson Director December 22, 1999
- ---------------------------
Anna S. Nelson
/s/ Harold C. Stowe Director December 22, 1999
- ---------------------------
Harold C. Stowe
- --------------------------- Director
Isaiah Tidwell
16
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of
Ruddick Corporation:
We have audited in accordance with generally accepted auditing standards, the
consolidated financial statements included in Ruddick Corporation's annual
report to shareholders incorporated by reference in this Form 10-K, and have
issued our report thereon dated October 28, 1999. Our audit was made for the
purpose of forming an opinion on those statements taken as a whole. The schedule
listed in Item 14(a)(2) is the responsibility of the Company's management and is
presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial statements. This
schedule has been subjected to the auditing procedures applied in the audit of
the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
/s/ ARTHUR ANDERSEN LLP
Charlotte, North Carolina
October 28, 1999
S-1
RUDDICK CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE FISCAL YEARS ENDED
SEPTEMBER 28, 1997, SEPTEMBER 27, 1998,
AND OCTOBER 3, 1999
(in thousands)
---------------------------------------------------------------------------
COLUMN A COLUMN B COLUMN C
---------------------------------------------------------------------------
ADDITIONS
BALANCE CHARGED TO
AT BEGINNING COSTS AND
DESCRIPTION OF FISCAL YEAR EXPENSES
- --------------------------------------------------------------------------------
Fiscal Year Ended September 28, 1997:
Reserves deducted from assets
to which they apply -
Allowance For Doubtful Accounts $1,398 $1,704
=====================================
Fiscal Year Ended September 27, 1998:
Reserves deducted from assets
to which they apply -
Allowance For Doubtful Accounts $2,005 $2,145
=====================================
Fiscal Year Ended October 3, 1999:
Reserves deducted from assets
to which they apply -
Allowance For Doubtful Accounts $2,046 $1,920
=====================================
SCHEDULE II
-----------------------------------
COLUMN D COLUMN E
-----------------------------------
BALANCE
AT END
DESCRIPTION DEDUCTIONS* OF PERIOD
- --------------------------------------------------------------------------------
Fiscal Year Ended September 28, 1997:
Reserves deducted from assets
to which they apply -
Allowance For Doubtful Accounts $1,097 $2,005
=====================================
Fiscal Year Ended September 27, 1998:
Reserves deducted from assets
to which they apply -
Allowance For Doubtful Accounts $2,104 $2,046
=====================================
Fiscal Year Ended October 3, 1999:
Reserves deducted from assets
to which they apply -
Allowance For Doubtful Accounts $733 $3,233
=====================================
*Represents accounts receivable balances written off as uncollectible,
less recoveries.
S-2