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   <title>Ruddick Corporation Form S-8</title>
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<center><font size=-1>As filed with the Securities and Exchange Commission
on August 16, 2002</font>
<br>&nbsp;
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Registration No. 333-</font></center>

<hr SIZE=6>
<center>
<p><b><font size=-1>SECURITIES AND EXCHANGE COMMISSION</font></b>
<br><font size=-1>WASHINGTON, D.C. 20549</font>
<p><b>FORM S-8</b>
<br><b><font size=-1>REGISTRATION STATEMENT</font></b>
<br><b><font size=-1>UNDER</font></b>
<br><b><font size=-1>THE SECURITIES ACT OF 1933</font></b>
<p>
<hr WIDTH="80%">
<p><b>RUDDICK CORPORATION</b>
<br><font size=-1>(Exact name of registrant as specified in its charter)</font></center>

<p><br>
<center><table BORDER=0 CELLSPACING=0 CELLPADDING=7 WIDTH="457" >
<tr>
<td VALIGN=BOTTOM WIDTH="57%">
<center><b>North Carolina</b>
<br>(State or Other Jurisdiction
<br>of Incorporation or Organization)</center>
</td>

<td VALIGN=BOTTOM WIDTH="43%">
<center><b>56-0905940</b>
<br>(I.R.S. Employer
<br>Identification No.)</center>
</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="57%">
<center><b>301 S. Tryon Street, Suite 1800</b>
<br><b>Charlotte, North Carolina</b>
<br><b>(</b>Address of Principal Executive Offices)</center>
</td>

<td VALIGN=TOP WIDTH="43%">
<center><b>28202</b>
<br>(Zip Code)</center>
</td>
</tr>
</table></center>

<center>
<p><b><font size=-1>RUDDICK CORPORATION</font></b>
<br><b><font size=-1>FLEXIBLE DEFERRAL PLAN</font></b>
<br>(Full Title of the Plan)
<p><b>DOUGLAS J. YACENDA</b>
<br><b>Secretary</b>
<br><b>Ruddick Corporation</b>
<br><b>301 S. Tryon Street, Suite 1800</b>
<br><b>Charlotte, North Carolina 28202</b>
<br>(Name and Address of Agent for Service)
<p><b>(704) 372-5404</b>
<br>Telephone Number, Including Area Code, of Agent for Service
<p>Copy to:
<br><b>RICHARD W. VIOLA, ESQ.</b>
<br><b>Helms Mulliss &amp; Wicker, PLLC</b>
<br><b>201 North Tryon Street</b>
<br><b>Charlotte, North Carolina 28202</b>
<br><b>Telephone: (704) 343-2149</b></center>

<center><table BORDER=0 CELLSPACING=0 CELLPADDING=7 WIDTH="638" >
<tr>
<td VALIGN=TOP COLSPAN="5">
<center>CALCULATION OF REGISTRATION FEE
<br>
<hr WIDTH="80%"></center>
</td>
</tr>

<tr>
<td VALIGN=BOTTOM WIDTH="26%">
<center><font size=-1>Title of Securities to</font>
<br><u><font size=-1>be Registered</font></u></center>
</td>

<td VALIGN=BOTTOM WIDTH="15%">
<center><font size=-1>Amount to be</font>
<br><u><font size=-1>Registered</font></u></center>
</td>

<td VALIGN=BOTTOM WIDTH="20%">
<center><font size=-1>Proposed Maximum Offering Price</font>
<br><font size=-1><u>Per Obligation</u>(1)</font></center>
</td>

<td VALIGN=BOTTOM WIDTH="20%">
<center><font size=-1>Proposed Maximum Aggregate</font>
<br><font size=-1><u>Offering Price</u><font face="(normal text),Times New Roman">(2)</font></font></center>
</td>

<td VALIGN=BOTTOM WIDTH="20%">
<center><font size=-1>Amount of</font>
<br><u><font size=-1>Registration Fee</font></u></center>
</td>
</tr>

<tr>
<td VALIGN=BOTTOM WIDTH="26%">
<center><font size=-1>Deferred Compensation Obligations</font></center>
</td>

<td VALIGN=BOTTOM WIDTH="15%">
<center><font size=-2>$10,000,000</font></center>
</td>

<td VALIGN=BOTTOM WIDTH="20%">
<center><font size=-2>100%</font></center>
</td>

<td VALIGN=BOTTOM WIDTH="20%">
<center><font size=-2>$10,000,000</font></center>
</td>

<td VALIGN=BOTTOM WIDTH="20%">
<center><font size=-2>$920.00</font></center>
</td>
</tr>
</table></center>

<hr WIDTH="80%">
<center><table BORDER=0 CELLSPACING=0 CELLPADDING=7 WIDTH="534" >
<tr>
<td VALIGN=TOP>
<dir><font size=-1><font face="(normal text),Times New Roman">(1)</font>
The deferred compensation obligations ("Deferred Compensation Obligations")
are unsecured obligations of Ruddick Corporation to pay deferred compensation
in the future in accordance with the terms of the Ruddick Corporation Flexible
Deferral Plan (the "Plan"). Participants in the Plan may elect among various
investment options. These investments will accrue earnings (or losses)
on the Deferred Compensation Obligations based on their respective performance.</font>
<p><font size=-1>(2) Estimated solely for the purpose of determining the
registration fee.</font></dir>
</td>
</tr>
</table></center>

<br>&nbsp;
<p>
<hr WIDTH="80%">
<br>&nbsp;
<p><b>PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The document(s)
containing the information specified in Part I of Form S-8 will be sent
or given to the participating employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act"). Such
documents and the documents incorporated by reference herein pursuant to
Item 3 of Part II hereof, taken together, constitute a prospectus (the
"Prospectus") that meets the requirements of Sections 10(a) of the Securities
Act.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The financial
statements of Ruddick Corporation (the "Registrant") as of September 30,
2001 and October 1, 2000 and for each of the three years in the period
ended September 30, 2001 included in the Registrant's Annual Report on
Form 10-K for the fiscal year ended September 30, 2001 (File No. 1-6905)
have been audited by Arthur Andersen LLP, independent public accountants.
However, the Registrant has been unable to obtain the written consent of
Arthur Andersen LLP with respect to the incorporation by reference of such
financial statements in this Registration Statement. Therefore, the Registrant
has dispensed with the requirement to file the written consent of Arthur
Andersen LLP in reliance upon Rule 437a of the Securities Act. As a result,
Plan participants may not be able to recover damages from Arthur Andersen
LLP under Section 11 of the Securities Act for any untrue statements of
material fact or any omissions to state a material fact, if any, contained
in such financial statements of the Registrant in the Registrant's Annual
Report on Form 10-K for the fiscal year ended September 30, 2001, which
are incorporated by reference in this Registration Statement.
<p><b>PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</b>
<p><b>Item 3. Incorporation of Documents by Reference.</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The following documents
filed by the Registrant with the Securities and Exchange Commission (the
"Commission") are incorporated by reference herein and in the Prospectus
constituting a part of this Registration Statement:
<dir>
<dir>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (a) The Registrant's
Annual Report on Form 10-K for the year ended September 30, 2001, filed
pursuant to Section 13 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act");
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b) The
Registrant's Quarterly Reports on Form 10-Q for the quarters ended December
30, 2001, March 31, 2002 and June 30, 2002, filed pursuant to Section 13
of the Exchange Act; and
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (c) The
Registrant's Current Reports on Form 8-K dated October 30, 2001, December
20, 2001, January 22, 2002, March 1, 2002, April 18, 2002 and July 23,
2002.</dir>
</dir>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Any document filed by
the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the effectiveness of this Registration
Statement and prior to the filing of a post-effective amendment hereto
which either indicates that all securities offered hereto have been sold
or deregisters all securities then remaining unsold shall be deemed to
be incorporated by reference in this Registration Statement and the
<br>&nbsp;
<p>&lt;Page>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
2
<p>Prospectus and to be a part hereof and thereof from the date of filing
of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement and the Prospectus
to the extent that a statement contained herein or therein or in any other
subsequently filed document which also is or is deemed to be incorporated
by reference herein or therein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration Statement
or the Prospectus.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Registrant will provide without charge
to each person to whom the Prospectus is delivered, on the written or oral
request of any such person, a copy of any or all of the documents incorporated
herein and in the Prospectus by reference (other than exhibits to such
documents which are not specifically incorporated by reference in such
documents). Written requests for such copies should be directed to Douglas
J. Yacenda, Secretary, Ruddick Corporation, 301 S. Tryon Street, Suite
1800, Charlotte, North Carolina 28202. Telephone requests may be directed
to (704) 372-5404.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The financial statements
of the Registrant as of September 30, 2001 and October 1, 2000 and for
each of the three years in the period ended September 30, 2001 included
in the Registrant's Annual Report on Form 10-K for the fiscal year ended
September 30, 2001 (File No. 1-6905) have been audited by Arthur Andersen
LLP, independent public accountants. However, the Registrant has been unable
to obtain the written consent of Arthur Andersen LLP with respect to the
incorporation by reference of such financial statements in this Registration
Statement. Therefore, the Registrant has dispensed with the requirement
to file the written consent of Arthur Andersen LLP in reliance upon Rule
437a of the Securities Act. As a result, Plan participants may not be able
to recover damages from Arthur Andersen LLP under Section 11 of the Securities
Act for any untrue statements of material fact or any omissions to state
a material fact, if any, contained in such financial statements of the
Registrant in the Registrant's Annual Report on Form 10-K for the fiscal
year ended September 30, 2001, which are incorporated by reference in this
Registration Statement.
<p><b>Item 4. Description of Securities.</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The $10,000,000 of
Deferred Compensation Obligations being registered under this Registration
Statement may be offered to certain eligible employees of the Registrant
and its subsidiaries pursuant to the Ruddick Corporation Flexible Deferral
Plan (the "Plan").
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Deferred Compensation
Obligations are general unsecured obligations of the Registrant to pay
deferred compensation in the future in accordance with the terms of the
Plan from the general assets of the Registrant and rank pari passu with
other unsecured and unsubordinated indebtedness of the Registrant from
time to time outstanding. The Registrant is under no obligation and does
not intend to fully fund the Deferred Compensation Obligations. The Registrant
plans to establish a trust to hold assets of the Plan. However, these assets
remain general assets of the Registrant and rank pari passu with other
unsecured and unsubordinated indebtedness of the Registrant from time to
time outstanding. Because the Registrant is a holding company, the right
of the Registrant, and consequently the right of creditors of the
<br>&nbsp;
<p>&lt;Page>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
3
<p>Registrant (including participants in the Plan) to participate in a
distribution of the assets of a subsidiary upon its liquidation or reorganization
or otherwise, necessarily is subject to the claims of creditors of the
subsidiary, except to the extent that claims of the Registrant as a creditor
may be recognized.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The amount of compensation
deferred by each participant is determined in accordance with each participant's
deferral election and the provisions of the Plan. The Plan provides the
investment of each participant's deferral account in such investments as
the participant may have elected from among various investment options
in each Plan year. Currently, a participant's deferral account is indexed
to the investment elections made by such participant in accordance with
the Plan. The Deferred Compensation Obligations are bookkeeping accounts,
the returns on which are measured by the performance of certain investment
vehicles. Participants cannot sell, assign, hypothecate, alienate, encumber
or in any way transfer or convey in advance of receipt any Deferred Compensation
Obligations. All deferral accounts together with earnings thereon will
be payable upon the termination of the deferral period, retirement, death,
total disability or termination of employment in a single lump sum or in
installments in accordance with the terms of the Plan.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Registrant reserves
the right to amend or terminate the Plan at any time, except that no amendment
or termination may adversely affect the rights of any participant with
respect to amounts to which the participant is entitled prior to the date
of amendment or termination.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Deferred Compensation
Obligations are not convertible into any other security of the Registrant.
The Deferred Compensation Obligations will not have the benefit of a negative
pledge or any other affirmative or negative covenant of the Registrant.
No trustee has been appointed having the authority to take action with
respect to the Deferred Compensation Obligations and each participant will
be responsible for acting independently with respect to the enforcement
of any rights they may have.
<p><b>Item 5. Interest of Named Experts and Counsel.</b>
<p>Not applicable
<p><b>Item 6. Indemnification of Directors and Officers.</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; There are no
provisions in the Registrant's Restated Articles of Incorporation and no
contracts between the Registrant and its directors and officers nor resolutions
adopted by the Registrant, relating to indemnification. The Registrant's
Restated Articles of Incorporation prevent the recovery by the Registrant
of monetary damages against its directors. However, in accordance with
the provisions of the North Carolina Business Corporation Act (the "Act"),
the Registrant's Bylaws provide that, in addition to the indemnification
of directors and officers otherwise provided by the Act, the Registrant
shall, under certain circumstances, indemnify its directors and officers
(as well as certain other persons) against any and all liability and expense,
including reasonable attorneys' fees, arising out of their status or activities
as directors and officers, except for liability or litigation expense incurred
on account of activities that were at the time known or reasonably should
have been known by such director or officer to be clearly in conflict with
the best interests of the Registrant. Pursuant to such Bylaws and as authorized
by
<br>&nbsp;
<p>&lt;Page>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
4
<p>statute, the Registrant maintains insurance on behalf of its directors
and officers against liability asserted against such persons in such capacity
whether or not such directors or officers have the right to indemnification
pursuant to the Bylaw or otherwise.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; In addition to
the above-described provisions, Sections 55-8-50 through 55-8-58 of the
Act contain provisions prescribing the extent to which directors and officers
shall or may be indemnified. Section 55-8-51 of the Act permits a corporation,
with certain exceptions, to indemnify a present or former director against
liability if (i) he conducted himself in good faith, (ii) he reasonably
believed (x) that his conduct in his official capacity with the corporation
was in its best interests and (y) in all other cases his conduct was at
least not opposed to the corporation's best interest, and (iii) in the
case of any criminal proceeding, he had no reasonable cause to believe
his conduct was unlawful. A corporation may not indemnify a director in
connection with a proceeding by or in the right of the corporation in which
the director was adjudged liable to the corporation or in connection with
a proceeding charging improper personal benefit to him. The above standard
of conduct is determined by the Board of Directors, or a committee or special
legal counsel or the shareholders as prescribed in Section 55-8-55.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Sections 55-8-52 and
55-8-56 of the Act require a corporation to indemnify a director or officer
in the defense of any proceeding to which he was a party against reasonable
expenses when he is wholly successful in his defense, unless the articles
of incorporation provide otherwise. Upon application, the court may order
indemnification of the director or officer if he is adjudged fairly and
reasonably so entitled under Section 55-8-54. Section 55-8-56 allows a
corporation to indemnify and advance expenses to an officer, employee or
agent who is not a director to the same extent as a director or as otherwise
set forth in the corporation's articles of incorporation or bylaws or by
a resolution of the Board of Directors.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; In addition, Section
55-8-57 of the Act permits a corporation to provide for indemnification
of directors, officers, employees or agents, in its articles of incorporation
or by contract or resolution, against liability in various proceedings
and to purchase and maintain insurance policies on behalf of these individuals.
<p><i>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The foregoing is
only a general summary of certain aspects of North Carolina law dealing
with indemnification of directors and officers and does not purport to
be complete. It is qualified in its entirety by reference to the relevant
statutes which contain detailed specific provisions regarding the circumstances
under which and the person for whose benefit indemnification shall or may
be made and accordingly are incorporated by reference as Exhibit 99.1 of
this Registration Statement.</i>
<p><b>Item 7. Exemption from Registration Claimed.</b>
<p>Not applicable
<br>&nbsp;
<p>&lt;Page>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
5
<br>&nbsp;
<p><b>Item 8. Exhibits.</b>
<p>The following exhibits are filed with or incorporated by reference in
this Registration Statement.
<br>&nbsp;
<table BORDER=0 CELLSPACING=0 CELLPADDING=7 WIDTH="638" >
<tr>
<td VALIGN=TOP WIDTH="17%">
<center><b>Exhibit No.</b></center>
</td>

<td VALIGN=TOP WIDTH="83%"><b>Description of Exhibit</b></td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="17%">
<center>5.1</center>
</td>

<td VALIGN=TOP WIDTH="83%">Opinion of Helms Mulliss &amp; Wicker, PLLC</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="17%">
<center>23.1</center>
</td>

<td VALIGN=TOP WIDTH="83%">Consent of Helms Mulliss &amp; Wicker, PLLC
(included in Exhibit 5.1)</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="17%">
<center>23.2</center>
</td>

<td VALIGN=TOP WIDTH="83%">Consent of Arthur Andersen LLP, independent
certified public account(1)</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="17%">
<center>24.1</center>
</td>

<td VALIGN=TOP WIDTH="83%">Power of Attorney (included on the signature
page contained in Part II hereof).</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="17%">
<center>99.1</center>
</td>

<td VALIGN=TOP WIDTH="83%">Provisions of North Carolina law relating to
indemnification of directors and officers (incorporated by reference to
Exhibit 99.2 of the Registrant's Registration Statement on Form S-8, Registration
No. 333-19085).</td>
</tr>
</table>

<p>(1) The financial statements of the Registrant as of September 30, 2001
and October 1, 2000 and for each of the three years in the period ended
September 30, 2001 included in the Registrant's Annual Report on Form 10-K
for the fiscal year ended September 30, 2001 (File No. 1-6905) have been
audited by Arthur Andersen LLP, independent public accountants. However,
the Registrant has been unable to obtain the written consent of Arthur
Andersen LLP with respect to the incorporation by reference of such financial
statements in this Registration Statement. Therefore, the Registrant has
dispensed with the requirement to file the written consent of Arthur Andersen
LLP in reliance upon Rule 437a of the Securities Act. As a result, Plan
participants may not be able to recover damages from Arthur Andersen LLP
under Section 11 of the Securities Act for any untrue statements of material
fact or any omissions to state a material fact, if any, contained in such
financial statements of the Registrant in the Registrant's Annual Report
on Form 10-K for the fiscal year ended September 30, 2001, which are incorporated
by reference in this Registration Statement.
<p><b>Item 9. Undertakings.</b>
<p>(a) The undersigned Registrant hereby undertakes:
<dir>
<dir>(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
<br>&nbsp;
<dir>(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
<dir>&nbsp;</dir>
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
<br>&nbsp;
<br>&nbsp;
<p>&lt;Page>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
6
<br>&nbsp;
<br>&nbsp;
<p>fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective registration
statement;
<dir>&nbsp;</dir>
(iii) To include any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any material
change to such information in the Registration Statement;</dir>
<i>Provided, however,</i> that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8 or Form
F-3, and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.
<p>(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial <i>bona fide</i> offering thereof.
<p>(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.</dir>
</dir>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b) The undersigned
Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial <i>bona fide</i> offering thereof.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (c) Insofar
as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than payment by the Registrant
of expenses incurred or paid by a director, officer or controlling person
of the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has
<br>&nbsp;
<p>&lt;Page>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
7
<p>been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<p>&lt;Page>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
8
<br>&nbsp;
<br>&nbsp;
<br>
<br>
<br>
<br>
<center>
<p><b>SIGNATURES</b></center>

<p>Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Charlotte, State of North Carolina, on August
15, 2002.
<dir>
<dir>
<dir>
<dir>
<dir>
<dir>
<dir>
<dir>
<dir>RUDDICK CORPORATION
<p>By:<u> /s/ THOMAS W. DICKSON</u>
<br>Thomas W. Dickson
<br>President and Chief Executive Officer
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;</dir>
</dir>
</dir>
</dir>
</dir>
</dir>
</dir>
</dir>
</dir>

<center>POWER OF ATTORNEY</center>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; KNOW ALL MEN BY THESE
PRESENTS, that each individual whose signature appears below and on the
following page constitutes and appoints each of Thomas W. Dickson, John
B. Woodlief and Douglas A. Stephenson as his true and lawful attorney-in-fact
and agent, each acting alone, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to
sign any and all amendments to this Registration Statement, including post-effective
amendments, and to file the same, with all exhibits thereto, and all documents
in connection therewith, with the Securities and Exchange Commission, granting
unto each said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as
he might or could do in person, and hereby ratifies and confirms all that
any said attorney-in-fact and agent, each acting alone, or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Pursuant to the requirements
of the Securities Act of 1933 this Registration Statement has been signed
by the following persons in the capacities and on the dates indicated.
<br>&nbsp;
<br>&nbsp;
<table BORDER=0 CELLSPACING=0 WIDTH="649" >
<tr>
<td VALIGN=TOP WIDTH="37%">
<center><u>Signature</u></center>
</td>

<td VALIGN=TOP WIDTH="6%">&nbsp;</td>

<td VALIGN=TOP WIDTH="35%"><u>Title</u></td>

<td VALIGN=TOP WIDTH="6%">&nbsp;</td>

<td VALIGN=TOP WIDTH="17%">
<center><u>Date</u></center>
</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="37%" HEIGHT="64"><u>/S/ THOMAS W. DICKSON&nbsp;</u>
<br>Thomas W. Dickson&nbsp;</td>

<td VALIGN=TOP WIDTH="6%" HEIGHT="64"></td>

<td VALIGN=TOP WIDTH="35%" HEIGHT="64">President, Chief Executive Officer
and Director
<p>(Principal Executive Officer)</td>

<td VALIGN=TOP WIDTH="6%" HEIGHT="64"></td>

<td VALIGN=TOP WIDTH="17%" HEIGHT="64">August 15, 2002</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="37%" HEIGHT="64"><u>/S/ JOHN B. WOODLIEF&nbsp;</u>
<br>John B. Woodlief</td>

<td VALIGN=TOP WIDTH="6%" HEIGHT="64"></td>

<td VALIGN=TOP WIDTH="35%" HEIGHT="64">Vice President-Finance and Chief
Financial Officer
<br>(Principal Financial Officer)</td>

<td VALIGN=TOP WIDTH="6%" HEIGHT="64"></td>

<td VALIGN=TOP WIDTH="17%" HEIGHT="64">August 15, 2002</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="37%" HEIGHT="64"><u>/S/DOUGLAS A. STEPHENSON</u>
<br>Douglas A. Stephenson</td>

<td VALIGN=TOP WIDTH="6%" HEIGHT="64"></td>

<td VALIGN=TOP WIDTH="35%" HEIGHT="64">Vice President and Treasurer
<br>(Principal Accounting Officer)</td>

<td VALIGN=TOP WIDTH="6%" HEIGHT="64"></td>

<td VALIGN=TOP WIDTH="17%" HEIGHT="64">August 15, 2002</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="37%" HEIGHT="64"><u>/S/JOHN R. BELK&nbsp;</u>
<br>John R. Belk</td>

<td VALIGN=TOP WIDTH="6%" HEIGHT="64"></td>

<td VALIGN=TOP WIDTH="35%" HEIGHT="64">Director</td>

<td VALIGN=TOP WIDTH="6%" HEIGHT="64"></td>

<td VALIGN=TOP WIDTH="17%" HEIGHT="64">August 15, 2002</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="37%" HEIGHT="64"><u>/S/ EDWIN B. BORDEN, JR.&nbsp;</u>
<br>Edwin B. Borden, Jr.</td>

<td VALIGN=TOP WIDTH="6%" HEIGHT="64"></td>

<td VALIGN=TOP WIDTH="35%" HEIGHT="64">Director</td>

<td VALIGN=TOP WIDTH="6%" HEIGHT="64"></td>

<td VALIGN=TOP WIDTH="17%" HEIGHT="64">August 15, 2002</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="37%" HEIGHT="64"><u>/S/ ALAN T. DICKSON&nbsp;</u>
<br>Alan T. Dickson</td>

<td VALIGN=TOP WIDTH="6%" HEIGHT="64"></td>

<td VALIGN=TOP WIDTH="35%" HEIGHT="64">Director</td>

<td VALIGN=TOP WIDTH="6%" HEIGHT="64"></td>

<td VALIGN=TOP WIDTH="17%" HEIGHT="64">August 15, 2002</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="37%" HEIGHT="64"><u>/S/ R. STUART DICKSON&nbsp;</u>
<br>R. Stuart Dickson</td>

<td VALIGN=TOP WIDTH="6%" HEIGHT="64"></td>

<td VALIGN=TOP WIDTH="35%" HEIGHT="64">Director</td>

<td VALIGN=TOP WIDTH="6%" HEIGHT="64"></td>

<td VALIGN=TOP WIDTH="17%" HEIGHT="64">August 15, 2002</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="37%" HEIGHT="64"><u>/S/ RODDEY DOWD, SR.&nbsp;</u>
<br>Roddey Dowd, Sr.</td>

<td VALIGN=TOP WIDTH="6%" HEIGHT="64"></td>

<td VALIGN=TOP WIDTH="35%" HEIGHT="64">Director</td>

<td VALIGN=TOP WIDTH="6%" HEIGHT="64"></td>

<td VALIGN=TOP WIDTH="17%" HEIGHT="64">August 15, 2002</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="37%" HEIGHT="64">James E. S. Hynes</td>

<td VALIGN=TOP WIDTH="6%" HEIGHT="64"></td>

<td VALIGN=TOP WIDTH="35%" HEIGHT="64">Director</td>

<td VALIGN=TOP WIDTH="6%" HEIGHT="64"></td>

<td VALIGN=TOP WIDTH="17%" HEIGHT="64">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
2002</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="37%" HEIGHT="64"><u>/S/ HUGH L. MCCOLL, JR.&nbsp;</u>
<br>Hugh L. McColl, Jr.</td>

<td VALIGN=TOP WIDTH="6%" HEIGHT="64"></td>

<td VALIGN=TOP WIDTH="35%" HEIGHT="64">Director</td>

<td VALIGN=TOP WIDTH="6%" HEIGHT="64"></td>

<td VALIGN=TOP WIDTH="17%" HEIGHT="64">August 15, 2002</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="37%" HEIGHT="64"><u>/S/ ANNA S. NELSON&nbsp;</u>
<br>Anna S. Nelson</td>

<td VALIGN=TOP WIDTH="6%" HEIGHT="64"></td>

<td VALIGN=TOP WIDTH="35%" HEIGHT="64">Director</td>

<td VALIGN=TOP WIDTH="6%" HEIGHT="64"></td>

<td VALIGN=TOP WIDTH="17%" HEIGHT="64">August 15, 2002</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="37%" HEIGHT="64">Robert H. Spilman, Jr.</td>

<td VALIGN=TOP WIDTH="6%" HEIGHT="64"></td>

<td VALIGN=TOP WIDTH="35%" HEIGHT="64">Director</td>

<td VALIGN=TOP WIDTH="6%" HEIGHT="64"></td>

<td VALIGN=TOP WIDTH="17%" HEIGHT="64">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
2002</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="37%" HEIGHT="64"><u>/S/ HAROLD C. STOWE&nbsp;</u>
<br>Harold C. Stowe</td>

<td VALIGN=TOP WIDTH="6%" HEIGHT="64"></td>

<td VALIGN=TOP WIDTH="35%" HEIGHT="64">Director</td>

<td VALIGN=TOP WIDTH="6%" HEIGHT="64"></td>

<td VALIGN=TOP WIDTH="17%" HEIGHT="64">August 15, 2002</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="37%" HEIGHT="64"><u>/S/ ISAIAH TIDWELL&nbsp;</u>
<br>Isaiah Tidwell</td>

<td VALIGN=TOP WIDTH="6%" HEIGHT="64"></td>

<td VALIGN=TOP WIDTH="35%" HEIGHT="64">Director</td>

<td VALIGN=TOP WIDTH="6%" HEIGHT="64"></td>

<td VALIGN=TOP WIDTH="17%" HEIGHT="64">August 15, 2002</td>
</tr>
</table>

<br>&nbsp;
<center>
<p>EXHIBIT INDEX</center>

<p><br>
<table BORDER=0 CELLSPACING=0 CELLPADDING=7 WIDTH="638" >
<tr>
<td VALIGN=TOP WIDTH="17%">
<center><b>Exhibit No.</b></center>
</td>

<td VALIGN=TOP WIDTH="83%"><b>Description of Exhibit</b></td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="17%">
<center>5.1</center>
</td>

<td VALIGN=TOP WIDTH="83%">Opinion of Helms Mulliss &amp; Wicker, PLLC</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="17%">
<center>23.1</center>
</td>

<td VALIGN=TOP WIDTH="83%">Consent of Helms Mulliss &amp; Wicker, PLLC
(included in Exhibit 5.1)</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="17%">
<center>23.2</center>
</td>

<td VALIGN=TOP WIDTH="83%">Consent of Arthur Andersen LLP, independent
certified public account(1)</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="17%">
<center>24.1</center>
</td>

<td VALIGN=TOP WIDTH="83%">Power of Attorney (included on the signature
page contained in Part II hereof).</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="17%">
<center>99.1</center>
</td>

<td VALIGN=TOP WIDTH="83%">Provisions of North Carolina law relating to
indemnification of directors and officers (incorporated by reference to
Exhibit 99.2 of the Registrant's Registration Statement on Form S-8, Registration
No. 333-19085).</td>
</tr>
</table>

<p>(1) The financial statements of the Registrant as of September 30, 2001
and October 1, 2000 and for each of the three years in the period ended
September 30, 2001 included in the Registrant's Annual Report on Form 10-K
for the fiscal year ended September 30, 2001 (File No. 1-6905) have been
audited by Arthur Andersen LLP, independent public accountants. However,
the Registrant has been unable to obtain the written consent of Arthur
Andersen LLP with respect to the incorporation by reference of such financial
statements in this Registration Statement. Therefore, the Registrant has
dispensed with the requirement to file the written consent of Arthur Andersen
LLP in reliance upon Rule 437a of the Securities Act. As a result, Plan
participants may not be able to recover damages from Arthur Andersen LLP
under Section 11 of the Securities Act for any untrue statements of material
fact or any omissions to state a material fact, if any, contained in such
financial statements of the Registrant in the Registrant's Annual Report
on Form 10-K for the fiscal year ended September 30, 2001, which are incorporated
by reference in this Registration Statement.
<br>&nbsp;
<br>&nbsp;
</body>
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Ruddick Corporation Form S-8
As filed with the Securities and Exchange Commission
on August 16, 2002
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RUDDICK CORPORATION
(Exact name of registrant as specified in its charter)
North Carolina
(State or Other Jurisdiction
of Incorporation or Organization)
56-0905940
(I.R.S. Employer
Identification No.)
301 S. Tryon Street, Suite 1800
Charlotte, North Carolina
(
Address of Principal Executive Offices)
28202
(Zip Code)
RUDDICK CORPORATION
FLEXIBLE DEFERRAL PLAN
(Full Title of the Plan)
DOUGLAS J. YACENDA
Secretary
Ruddick Corporation
301 S. Tryon Street, Suite 1800
Charlotte, North Carolina 28202
(Name and Address of Agent for Service)
(704) 372-5404
Telephone Number, Including Area Code, of Agent for Service
Copy to:
RICHARD W. VIOLA, ESQ.
Helms Mulliss & Wicker, PLLC
201 North Tryon Street
Charlotte, North Carolina 28202
Telephone: (704) 343-2149
CALCULATION OF REGISTRATION FEE
Title of Securities to
be Registered
Amount to be
Registered
Proposed Maximum Offering Price
Per Obligation
(1)
Proposed Maximum Aggregate
Offering Price
(2)
Amount of
Registration Fee
Deferred Compensation Obligations
$10,000,000
100%
$10,000,000
$920.00
(1)
The deferred compensation obligations ("Deferred Compensation Obligations")
are unsecured obligations of Ruddick Corporation to pay deferred compensation
in the future in accordance with the terms of the Ruddick Corporation Flexible
Deferral Plan (the "Plan"). Participants in the Plan may elect among various
investment options. These investments will accrue earnings (or losses)
on the Deferred Compensation Obligations based on their respective performance.
(2) Estimated solely for the purpose of determining the
registration fee.
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s)
containing the information specified in Part I of Form S-8 will be sent
or given to the participating employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act"). Such
documents and the documents incorporated by reference herein pursuant to
Item 3 of Part II hereof, taken together, constitute a prospectus (the
"Prospectus") that meets the requirements of Sections 10(a) of the Securities
Act.
The financial
statements of Ruddick Corporation (the "Registrant") as of September 30,
2001 and October 1, 2000 and for each of the three years in the period
ended September 30, 2001 included in the Registrant's Annual Report on
Form 10-K for the fiscal year ended September 30, 2001 (File No. 1-6905)
have been audited by Arthur Andersen LLP, independent public accountants.
However, the Registrant has been unable to obtain the written consent of
Arthur Andersen LLP with respect to the incorporation by reference of such
financial statements in this Registration Statement. Therefore, the Registrant
has dispensed with the requirement to file the written consent of Arthur
Andersen LLP in reliance upon Rule 437a of the Securities Act. As a result,
Plan participants may not be able to recover damages from Arthur Andersen
LLP under Section 11 of the Securities Act for any untrue statements of
material fact or any omissions to state a material fact, if any, contained
in such financial statements of the Registrant in the Registrant's Annual
Report on Form 10-K for the fiscal year ended September 30, 2001, which
are incorporated by reference in this Registration Statement.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents
filed by the Registrant with the Securities and Exchange Commission (the
"Commission") are incorporated by reference herein and in the Prospectus
constituting a part of this Registration Statement:
(a) The Registrant's
Annual Report on Form 10-K for the year ended September 30, 2001, filed
pursuant to Section 13 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act");
(b) The
Registrant's Quarterly Reports on Form 10-Q for the quarters ended December
30, 2001, March 31, 2002 and June 30, 2002, filed pursuant to Section 13
of the Exchange Act; and
(c) The
Registrant's Current Reports on Form 8-K dated October 30, 2001, December
20, 2001, January 22, 2002, March 1, 2002, April 18, 2002 and July 23,
2002.
Any document filed by
the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the effectiveness of this Registration
Statement and prior to the filing of a post-effective amendment hereto
which either indicates that all securities offered hereto have been sold
or deregisters all securities then remaining unsold shall be deemed to
be incorporated by reference in this Registration Statement and the
<Page>                                                                             
2
Prospectus and to be a part hereof and thereof from the date of filing
of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement and the Prospectus
to the extent that a statement contained herein or therein or in any other
subsequently filed document which also is or is deemed to be incorporated
by reference herein or therein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration Statement
or the Prospectus.
The Registrant will provide without charge
to each person to whom the Prospectus is delivered, on the written or oral
request of any such person, a copy of any or all of the documents incorporated
herein and in the Prospectus by reference (other than exhibits to such
documents which are not specifically incorporated by reference in such
documents). Written requests for such copies should be directed to Douglas
J. Yacenda, Secretary, Ruddick Corporation, 301 S. Tryon Street, Suite
1800, Charlotte, North Carolina 28202. Telephone requests may be directed
to (704) 372-5404.
The financial statements
of the Registrant as of September 30, 2001 and October 1, 2000 and for
each of the three years in the period ended September 30, 2001 included
in the Registrant's Annual Report on Form 10-K for the fiscal year ended
September 30, 2001 (File No. 1-6905) have been audited by Arthur Andersen
LLP, independent public accountants. However, the Registrant has been unable
to obtain the written consent of Arthur Andersen LLP with respect to the
incorporation by reference of such financial statements in this Registration
Statement. Therefore, the Registrant has dispensed with the requirement
to file the written consent of Arthur Andersen LLP in reliance upon Rule
437a of the Securities Act. As a result, Plan participants may not be able
to recover damages from Arthur Andersen LLP under Section 11 of the Securities
Act for any untrue statements of material fact or any omissions to state
a material fact, if any, contained in such financial statements of the
Registrant in the Registrant's Annual Report on Form 10-K for the fiscal
year ended September 30, 2001, which are incorporated by reference in this
Registration Statement.
Item 4. Description of Securities.
The $10,000,000 of
Deferred Compensation Obligations being registered under this Registration
Statement may be offered to certain eligible employees of the Registrant
and its subsidiaries pursuant to the Ruddick Corporation Flexible Deferral
Plan (the "Plan").
The Deferred Compensation
Obligations are general unsecured obligations of the Registrant to pay
deferred compensation in the future in accordance with the terms of the
Plan from the general assets of the Registrant and rank pari passu with
other unsecured and unsubordinated indebtedness of the Registrant from
time to time outstanding. The Registrant is under no obligation and does
not intend to fully fund the Deferred Compensation Obligations. The Registrant
plans to establish a trust to hold assets of the Plan. However, these assets
remain general assets of the Registrant and rank pari passu with other
unsecured and unsubordinated indebtedness of the Registrant from time to
time outstanding. Because the Registrant is a holding company, the right
of the Registrant, and consequently the right of creditors of the
<Page>                                                                          
3
Registrant (including participants in the Plan) to participate in a
distribution of the assets of a subsidiary upon its liquidation or reorganization
or otherwise, necessarily is subject to the claims of creditors of the
subsidiary, except to the extent that claims of the Registrant as a creditor
may be recognized.
The amount of compensation
deferred by each participant is determined in accordance with each participant's
deferral election and the provisions of the Plan. The Plan provides the
investment of each participant's deferral account in such investments as
the participant may have elected from among various investment options
in each Plan year. Currently, a participant's deferral account is indexed
to the investment elections made by such participant in accordance with
the Plan. The Deferred Compensation Obligations are bookkeeping accounts,
the returns on which are measured by the performance of certain investment
vehicles. Participants cannot sell, assign, hypothecate, alienate, encumber
or in any way transfer or convey in advance of receipt any Deferred Compensation
Obligations. All deferral accounts together with earnings thereon will
be payable upon the termination of the deferral period, retirement, death,
total disability or termination of employment in a single lump sum or in
installments in accordance with the terms of the Plan.
The Registrant reserves
the right to amend or terminate the Plan at any time, except that no amendment
or termination may adversely affect the rights of any participant with
respect to amounts to which the participant is entitled prior to the date
of amendment or termination.
The Deferred Compensation
Obligations are not convertible into any other security of the Registrant.
The Deferred Compensation Obligations will not have the benefit of a negative
pledge or any other affirmative or negative covenant of the Registrant.
No trustee has been appointed having the authority to take action with
respect to the Deferred Compensation Obligations and each participant will
be responsible for acting independently with respect to the enforcement
of any rights they may have.
Item 5. Interest of Named Experts and Counsel.
Not applicable
Item 6. Indemnification of Directors and Officers.
There are no
provisions in the Registrant's Restated Articles of Incorporation and no
contracts between the Registrant and its directors and officers nor resolutions
adopted by the Registrant, relating to indemnification. The Registrant's
Restated Articles of Incorporation prevent the recovery by the Registrant
of monetary damages against its directors. However, in accordance with
the provisions of the North Carolina Business Corporation Act (the "Act"),
the Registrant's Bylaws provide that, in addition to the indemnification
of directors and officers otherwise provided by the Act, the Registrant
shall, under certain circumstances, indemnify its directors and officers
(as well as certain other persons) against any and all liability and expense,
including reasonable attorneys' fees, arising out of their status or activities
as directors and officers, except for liability or litigation expense incurred
on account of activities that were at the time known or reasonably should
have been known by such director or officer to be clearly in conflict with
the best interests of the Registrant. Pursuant to such Bylaws and as authorized
by
<Page>                                                                      
4
statute, the Registrant maintains insurance on behalf of its directors
and officers against liability asserted against such persons in such capacity
whether or not such directors or officers have the right to indemnification
pursuant to the Bylaw or otherwise.
In addition to
the above-described provisions, Sections 55-8-50 through 55-8-58 of the
Act contain provisions prescribing the extent to which directors and officers
shall or may be indemnified. Section 55-8-51 of the Act permits a corporation,
with certain exceptions, to indemnify a present or former director against
liability if (i) he conducted himself in good faith, (ii) he reasonably
believed (x) that his conduct in his official capacity with the corporation
was in its best interests and (y) in all other cases his conduct was at
least not opposed to the corporation's best interest, and (iii) in the
case of any criminal proceeding, he had no reasonable cause to believe
his conduct was unlawful. A corporation may not indemnify a director in
connection with a proceeding by or in the right of the corporation in which
the director was adjudged liable to the corporation or in connection with
a proceeding charging improper personal benefit to him. The above standard
of conduct is determined by the Board of Directors, or a committee or special
legal counsel or the shareholders as prescribed in Section 55-8-55.
Sections 55-8-52 and
55-8-56 of the Act require a corporation to indemnify a director or officer
in the defense of any proceeding to which he was a party against reasonable
expenses when he is wholly successful in his defense, unless the articles
of incorporation provide otherwise. Upon application, the court may order
indemnification of the director or officer if he is adjudged fairly and
reasonably so entitled under Section 55-8-54. Section 55-8-56 allows a
corporation to indemnify and advance expenses to an officer, employee or
agent who is not a director to the same extent as a director or as otherwise
set forth in the corporation's articles of incorporation or bylaws or by
a resolution of the Board of Directors.
In addition, Section
55-8-57 of the Act permits a corporation to provide for indemnification
of directors, officers, employees or agents, in its articles of incorporation
or by contract or resolution, against liability in various proceedings
and to purchase and maintain insurance policies on behalf of these individuals.
The foregoing is
only a general summary of certain aspects of North Carolina law dealing
with indemnification of directors and officers and does not purport to
be complete. It is qualified in its entirety by reference to the relevant
statutes which contain detailed specific provisions regarding the circumstances
under which and the person for whose benefit indemnification shall or may
be made and accordingly are incorporated by reference as Exhibit 99.1 of
this Registration Statement.
Item 7. Exemption from Registration Claimed.
Not applicable
<Page>                                                                   
5
Item 8. Exhibits.
The following exhibits are filed with or incorporated by reference in
this Registration Statement.
Exhibit No.
Description of Exhibit
5.1
Opinion of Helms Mulliss & Wicker, PLLC
23.1
Consent of Helms Mulliss & Wicker, PLLC
(included in Exhibit 5.1)
23.2
Consent of Arthur Andersen LLP, independent
certified public account(1)
24.1
Power of Attorney (included on the signature
page contained in Part II hereof).
99.1
Provisions of North Carolina law relating to
indemnification of directors and officers (incorporated by reference to
Exhibit 99.2 of the Registrant's Registration Statement on Form S-8, Registration
No. 333-19085).
(1) The financial statements of the Registrant as of September 30, 2001
and October 1, 2000 and for each of the three years in the period ended
September 30, 2001 included in the Registrant's Annual Report on Form 10-K
for the fiscal year ended September 30, 2001 (File No. 1-6905) have been
audited by Arthur Andersen LLP, independent public accountants. However,
the Registrant has been unable to obtain the written consent of Arthur
Andersen LLP with respect to the incorporation by reference of such financial
statements in this Registration Statement. Therefore, the Registrant has
dispensed with the requirement to file the written consent of Arthur Andersen
LLP in reliance upon Rule 437a of the Securities Act. As a result, Plan
participants may not be able to recover damages from Arthur Andersen LLP
under Section 11 of the Securities Act for any untrue statements of material
fact or any omissions to state a material fact, if any, contained in such
financial statements of the Registrant in the Registrant's Annual Report
on Form 10-K for the fiscal year ended September 30, 2001, which are incorporated
by reference in this Registration Statement.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
<Page>                                                 
6
fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective registration
statement;
(iii) To include any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any material
change to such information in the Registration Statement;
Provided, however,
that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8 or Form
F-3, and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial
bona fide
offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(b) The undersigned
Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial
bona fide
offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than payment by the Registrant
of expenses incurred or paid by a director, officer or controlling person
of the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has
<Page>                                                                          
7
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<Page>                                                                       
8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Charlotte, State of North Carolina, on August
15, 2002.
RUDDICK CORPORATION
By:
/s/ THOMAS W. DICKSON
Thomas W. Dickson
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE
PRESENTS, that each individual whose signature appears below and on the
following page constitutes and appoints each of Thomas W. Dickson, John
B. Woodlief and Douglas A. Stephenson as his true and lawful attorney-in-fact
and agent, each acting alone, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to
sign any and all amendments to this Registration Statement, including post-effective
amendments, and to file the same, with all exhibits thereto, and all documents
in connection therewith, with the Securities and Exchange Commission, granting
unto each said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as
he might or could do in person, and hereby ratifies and confirms all that
any said attorney-in-fact and agent, each acting alone, or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933 this Registration Statement has been signed
by the following persons in the capacities and on the dates indicated.
Signature
Title
Date
/S/ THOMAS W. DICKSON
Thomas W. Dickson
President, Chief Executive Officer
and Director
(Principal Executive Officer)
August 15, 2002
/S/ JOHN B. WOODLIEF
John B. Woodlief
Vice President-Finance and Chief
Financial Officer
(Principal Financial Officer)
August 15, 2002
/S/DOUGLAS A. STEPHENSON
Douglas A. Stephenson
Vice President and Treasurer
(Principal Accounting Officer)
August 15, 2002
/S/JOHN R. BELK
John R. Belk
Director
August 15, 2002
/S/ EDWIN B. BORDEN, JR.
Edwin B. Borden, Jr.
Director
August 15, 2002
/S/ ALAN T. DICKSON
Alan T. Dickson
Director
August 15, 2002
/S/ R. STUART DICKSON
R. Stuart Dickson
Director
August 15, 2002
/S/ RODDEY DOWD, SR.
Roddey Dowd, Sr.
Director
August 15, 2002
James E. S. Hynes
Director
2002
/S/ HUGH L. MCCOLL, JR.
Hugh L. McColl, Jr.
Director
August 15, 2002
/S/ ANNA S. NELSON
Anna S. Nelson
Director
August 15, 2002
Robert H. Spilman, Jr.
Director
2002
/S/ HAROLD C. STOWE
Harold C. Stowe
Director
August 15, 2002
/S/ ISAIAH TIDWELL
Isaiah Tidwell
Director
August 15, 2002
EXHIBIT INDEX
Exhibit No.
Description of Exhibit
5.1
Opinion of Helms Mulliss & Wicker, PLLC
23.1
Consent of Helms Mulliss & Wicker, PLLC
(included in Exhibit 5.1)
23.2
Consent of Arthur Andersen LLP, independent
certified public account(1)
24.1
Power of Attorney (included on the signature
page contained in Part II hereof).
99.1
Provisions of North Carolina law relating to
indemnification of directors and officers (incorporated by reference to
Exhibit 99.2 of the Registrant's Registration Statement on Form S-8, Registration
No. 333-19085).
(1) The financial statements of the Registrant as of September 30, 2001
and October 1, 2000 and for each of the three years in the period ended
September 30, 2001 included in the Registrant's Annual Report on Form 10-K
for the fiscal year ended September 30, 2001 (File No. 1-6905) have been
audited by Arthur Andersen LLP, independent public accountants. However,
the Registrant has been unable to obtain the written consent of Arthur
Andersen LLP with respect to the incorporation by reference of such financial
statements in this Registration Statement. Therefore, the Registrant has
dispensed with the requirement to file the written consent of Arthur Andersen
LLP in reliance upon Rule 437a of the Securities Act. As a result, Plan
participants may not be able to recover damages from Arthur Andersen LLP
under Section 11 of the Securities Act for any untrue statements of material
fact or any omissions to state a material fact, if any, contained in such
financial statements of the Registrant in the Registrant's Annual Report
on Form 10-K for the fiscal year ended September 30, 2001, which are incorporated
by reference in this Registration Statement.