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   <title>2002 Comprehensive Stock Option and Award Plan</title>
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<center><font size=-1>As filed with the Securities and Exchange Commission
on May 29, 2003</font>
<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;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&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>
<br><b>__________</b>
<p><b>RUDDICK CORPORATION</b>
<br><font size=-1>(Exact name of registrant as specified in its charter)</font></center>

<p><br>
<table BORDER=0 CELLSPACING=0 CELLPADDING=7 WIDTH="638" >
<tr>
<td VALIGN=TOP WIDTH="50%">
<center><b><font size=-1>North Carolina</font></b>
<br>(State or Other Jurisdiction
<br>of Incorporation or Organization)</center>
</td>

<td VALIGN=TOP WIDTH="50%">
<center><b><font size=-1>56-0905940</font></b>
<br>(I.R.S. Employer
<br>Identification No.)</center>
</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="50%">
<center><b><font size=-1>301 S. Tryon Street, Suite 1800</font></b>
<br><b><font size=-1>Charlotte, North Carolina</font></b>
<br>(Address of Principal Executive Offices)</center>
</td>

<td VALIGN=TOP WIDTH="50%">
<center><b><font size=-1>28202</font></b>
<br>(Zip Code)</center>
</td>
</tr>
</table>

<center>
<p><b><font size=-1>RUDDICK CORPORATION</font></b>
<br><b><font size=-1>2002 COMPREHENSIVE STOCK OPTION AND AWARD PLAN</font></b>
<br><font size=-1>(Full Title of the Plan)</font>
<p><b><font size=-1>DOUGLAS J. YACENDA</font></b>
<br><b><font size=-1>Secretary</font></b>
<br><b><font size=-1>Ruddick Corporation</font></b>
<br><b><font size=-1>301 S. Tryon Street, Suite 1800</font></b>
<br><b><font size=-1>Charlotte, North Carolina 28202</font></b>
<br><font size=-1>(Name and Address of Agent for Service)</font>
<p><b><font size=-1>(704) 372-5404</font></b>
<br><font size=-1>Telephone Number, Including Area Code, of Agent for Service</font>
<p><font size=-1>Copy to:</font>
<br><b><font size=-1>RICHARD W. VIOLA, ESQ.</font></b>
<br><b><font size=-1>Helms Mulliss &amp; Wicker, PLLC</font></b>
<br><b><font size=-1>201 North Tryon Street</font></b>
<br><b><font size=-1>Charlotte, North Carolina 28202</font></b>
<br><b><font size=-1>Telephone: (704) 343-2149</font></b></center>

<p><br>
<center><table BORDER=0 CELLPADDING=7 WIDTH="534" >
<tr>
<td VALIGN=TOP COLSPAN="5">
<center><font size=-1>CALCULATION OF REGISTRATION FEE</font></center>
</td>
</tr>

<tr>
<td VALIGN=BOTTOM WIDTH="20%" HEIGHT="45">
<center><font size=-1>Title of Each Class of Securities to</font>
<br><u><font size=-1>be Registered</font></u></center>
</td>

<td VALIGN=BOTTOM WIDTH="19%" HEIGHT="45">
<center><font size=-1>Amount to be</font>
<br><u><font size=-1>Registered</font></u></center>
</td>

<td VALIGN=BOTTOM WIDTH="21%" HEIGHT="45">
<center><font size=-1>Proposed Maximum Offering Price</font>
<br><u><font size=-1>Per Share*</font></u></center>
</td>

<td VALIGN=BOTTOM WIDTH="20%" HEIGHT="45">
<center><font size=-1>Proposed Maximum Aggregate</font>
<br><u><font size=-1>Offering Price*</font></u></center>
</td>

<td VALIGN=BOTTOM WIDTH="20%" HEIGHT="45">
<center><font size=-1>Amount of</font>
<br><u><font size=-1>Registration Fee</font></u></center>
</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="20%" HEIGHT="30"><font size=-1>Common Stock</font></td>

<td VALIGN=TOP WIDTH="19%" HEIGHT="30">
<center><font size=-1>2,000,000 Shares</font></center>
</td>

<td VALIGN=TOP WIDTH="21%" HEIGHT="30">
<center><font size=-1>$14.55</font></center>
</td>

<td VALIGN=TOP WIDTH="20%" HEIGHT="30">
<center><font size=-1>$29,100,000</font></center>
</td>

<td VALIGN=TOP WIDTH="20%" HEIGHT="30">
<center><font size=-1>$2,357.10</font></center>
</td>
</tr>
</table></center>

<dir>
<dir><font size=-1>*Estimated solely for the purpose of calculating the
registration fee and computed according to Rule 457(h) under the Securities
Act of 1933, as amended, based on the average of the high and low sale
prices of Ruddick Corporation Common Stock reported on the New York Stock
Exchange on May 22, 2003.</font></dir>
</dir>
<b>&lt;Page></b>
<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 this Part I will be sent or given
to employees as specified by Rule 428(b)(1) promulgated under the Securities
Act of 1933, as amended (the "Securities Act"). Such documents need not
be filed with the Commission either as part of this registration statement
or as prospectuses or prospectus supplements pursuant to Rule 424 promulgated
under the Securities Act. These documents and the documents incorporated
by reference in the registration statement pursuant to Item 3 of Part II
of this form, taken together, constitute a prospectus that meets the requirements
of Sections 10(a) of the Securities Act.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The consolidated
financial statements of Ruddick Corporation (the "Registrant") as of September
30, 2001 and for the years ended October 1, 2000 and September 30, 2001
included in the Annual Report on Form 10-K for the fiscal year ended September
29, 2002 (File No. 1-6905), incorporated herein by reference, have been
audited by Arthur Andersen LLP ("Arthur Andersen"). On April 18, 2002,
the Registrant dismissed Arthur Andersen as its independent public accountants
and appointed KPMG LLP to serve as its new independent public accountants
for the fiscal year ended September 29, 2002. In 2002, Arthur Andersen
ceased practicing before the Securities and Exchange Commission. As a result,
the Registrant has been unable to obtain Arthur Andersen's written consent
to the incorporation by reference into this Registration Statement of their
audit report with respect to certain of the Registrant's financial statements
which are incorporated herein by reference. Under these circumstances,
Rule 437a of the Securities Act permits the Registrant to file this Registration
Statement without a written consent from Arthur Andersen. Because Arthur
Andersen has not consented to the inclusion of their report in this Registration
Statement, Arthur Andersen will not have any liability under Section 11(a)
of the Securities Act for any untrue statements of a material fact contained
in the financial statements audited by Arthur Andersen and incorporated
by reference herein or any omission of a material fact required to be stated
therein. Accordingly, investors will not be able to assert a claim against
Arthur Andersen under Section 11(a) of the Securities Act for any purchases
of securities under this Registration Statement.
<br>&nbsp;
<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;&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; (a) The Registrant's Annual Report
on Form 10-K for the year ended September 29, 2002, as amended, filed pursuant
to Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act");
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b) The Registrant's Quarterly Reports
on Form 10-Q for the quarters ended December 29, 2002 and March 30, 2003,
filed pursuant to Section 13 of the Exchange Act;</dir>

<p><br>&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;
2
<dir>&nbsp;
<br>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (c) The Registrant's Current Reports
on Form 8-K dated October 31, 2002 and January 22, 2003; and
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (d) The description of the Registrant's
Common Stock contained in its Registration Statement filed pursuant to
Section 12 of the Exchange Act and all amendments and reports filed for
the purpose of updating such description, including the Registrant's Registration
Statement on Form 8-A filed December 15, 2000.</dir>
</dir>
&nbsp;&nbsp;&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 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;&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 consolidated financial
statements of the Registrant as of September 30, 2001 and for the years
ended October 1, 2000 and September 30, 2001 included in the Annual Report
on Form 10-K for the fiscal year ended September 29, 2002 (File No. 1-6905),
incorporated herein by reference, have been audited by Arthur Andersen.
On April 18, 2002, the Registrant dismissed Arthur Andersen as its independent
public accountants and appointed KPMG LLP to serve as its new independent
public accountants for the fiscal year ended September 29, 2002. In 2002,
Arthur Andersen ceased practicing before the Securities and Exchange Commission.
As a result, the Registrant has been unable to obtain Arthur Andersen's
written consent to the incorporation by reference into this Registration
Statement of their audit report with respect to certain of the Registrant's
financial statements which are incorporated herein by reference. Under
these circumstances, Rule 437a of the Securities Act permits the Registrant
to file this Registration Statement without a written consent from Arthur
Andersen. Because Arthur Andersen has not consented to the inclusion of
their report in this Registration Statement, Arthur Andersen will not have
any liability under Section 11(a) of the Securities Act for any untrue
statements of a material fact contained in the financial statements audited
by Arthur Andersen and incorporated by reference herein or any omission
of a material fact required to be stated therein. Accordingly,
<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;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
3
<p>investors will not be able to assert a claim against Arthur Andersen
under Section 11(a) of the Securities Act for any purchases of securities
under this Registration Statement.
<p><b>Item 4. Description of Securities.</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Not applicable
<p><b>Item 5. Interest of Named Experts and Counsel.</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Not applicable
<p><b>Item 6. Indemnification of Directors and Officers.</b>
<p>&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 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; 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
<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;&nbsp;&nbsp;&nbsp;&nbsp;
4
<p>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;&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;&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 99.2 of
this Registration Statement.</i>
<p><b>Item 7. Exemption from Registration Claimed.</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Not applicable
<p><b>Item 8. Exhibits.</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The following exhibits
are filed with or incorporated by reference in this Registration Statement.
<br>&nbsp;
<table BORDER=0 CELLSPACING=0 CELLPADDING=7 WIDTH="631" >
<tr>
<td VALIGN=TOP WIDTH="15%"><b>Exhibit No.</b></td>

<td VALIGN=TOP WIDTH="85%"><b><u>Description of Exhibit</u></b></td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="15%">5.1</td>

<td VALIGN=TOP WIDTH="85%">Opinion of Helms Mulliss &amp; Wicker, PLLC.</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="15%">23.1</td>

<td VALIGN=TOP WIDTH="85%">Consent of Helms Mulliss &amp; Wicker, PLLC
(included in Exhibit 5.1).</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="15%">23.2</td>

<td VALIGN=TOP WIDTH="85%">Consent of KPMG LLP, independent certified public
accountants.</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="15%">23.3</td>

<td VALIGN=TOP WIDTH="85%">Consent of Arthur Andersen LLP, independent
certified public accountants(1).</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="15%">24.1</td>

<td VALIGN=TOP WIDTH="85%">Power of Attorney (included on the signature
page contained in Part II hereof).</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="15%">99.1</td>

<td VALIGN=TOP WIDTH="85%">Ruddick Corporation 2002 Comprehensive Stock
Option and Award Plan (incorporated by reference to Exhibit 10.1 of the
Registrant's Quarterly Report on Form 10-Q for the quarter ended March
30, 2003 (Commission File No. 1-6905))</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="15%">99.2</td>

<td VALIGN=TOP WIDTH="85%">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>&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;
5
<p>(1) The consolidated financial statements of the Registrant as of September
30, 2001 and for the years ended October 1, 2000 and September 30, 2001
included in the Annual Report on Form 10-K for the fiscal year ended September
29, 2002 (File No. 1-6905), incorporated herein by reference, have been
audited by Arthur Andersen. On April 18, 2002, the Registrant dismissed
Arthur Andersen as its independent public accountants and appointed KPMG
LLP to serve as its new independent public accountants for the fiscal year
ended September 29, 2002. In 2002, Arthur Andersen ceased practicing before
the Securities and Exchange Commission. As a result, the Registrant has
been unable to obtain Arthur Andersen's written consent to the incorporation
by reference into this Registration Statement of their audit report with
respect to certain of the Registrant's financial statements which are incorporated
herein by reference. Under these circumstances, Rule 437a of the Securities
Act permits the Registrant to file this Registration Statement without
a written consent from Arthur Andersen. Because Arthur Andersen has not
consented to the inclusion of their report in this Registration Statement,
Arthur Andersen will not have any liability under Section 11(a) of the
Securities Act for any untrue statements of a material fact contained in
the financial statements audited by Arthur Andersen and incorporated by
reference herein or any omission of a material fact required to be stated
therein. Accordingly, investors will not be able to assert a claim against
Arthur Andersen under Section 11(a) of the Securities Act for any purchases
of securities under this Registration Statement.
<br>&nbsp;
<p><b>Item 9. Undertakings.</b>
<blockquote>(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The undersigned Registrant
hereby undertakes:</blockquote>

<dir>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (1) To
file, during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement:
<dir>&nbsp;
<br>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (i) To include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933;
<dir>
<dir>&nbsp;</dir>
</dir>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (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 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;
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (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;
<br>&nbsp;
<br>&nbsp;</dir>
</dir>
<i>&lt;</i>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;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
6
<dir>
<dir>&nbsp;
<p><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>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (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>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (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;&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;&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 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;
<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;
7
<br>&nbsp;
<br>&nbsp;
<br>
<center>
<p><b>SIGNATURES</b></center>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
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 May 28,
2003.
<dir>
<dir>
<dir>
<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</dir>
</dir>
</dir>
</dir>
</dir>
</dir>
</dir>
</dir>
</dir>
</dir>
</dir>
</dir>

<center>POWER OF ATTORNEY</center>

<p>&nbsp;&nbsp;&nbsp;&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;&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;
<table BORDER=0 CELLSPACING=0 WIDTH="624" >
<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
<br>(Principal Executive Officer)</td>

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

<td VALIGN=TOP WIDTH="17%" HEIGHT="64">May 28, 2003</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">May 28, 2003</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="37%" HEIGHT="64"><u>/s/ Douglas A. Stephenson&nbsp;</u>
<br>Douglas A. Stephenson
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<p>&lt;Page></td>

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

<td VALIGN=TOP WIDTH="35%" HEIGHT="64">Vice President and Treasurer
<br>(Principal Accounting Officer)
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 8</td>

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

<td VALIGN=TOP WIDTH="17%" HEIGHT="64">May 28, 2003</td>
</tr>

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

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

<td VALIGN=TOP WIDTH="35%" HEIGHT="64">Director
<br>&nbsp;</td>

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

<td VALIGN=TOP WIDTH="17%" HEIGHT="64">May 28, 2003</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">May 28, 2003</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="37%" HEIGHT="64"><u>/s/ John P. Derham Cato&nbsp;</u>
<br>John P. Derham Cato</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">May 28, 2003</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">Chairman of the Board and Director</td>

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

<td VALIGN=TOP WIDTH="17%" HEIGHT="64">May 28, 2003</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">Chairman of the Executive Committee
and Director</td>

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

<td VALIGN=TOP WIDTH="17%" HEIGHT="64">May 28, 2003</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">May 28, 2003</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="37%" HEIGHT="64"><u>/s/ James E. S. Hynes&nbsp;</u>
<br>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">May 28, 2003</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">May 28, 2003</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="37%" HEIGHT="64"><u>/s/ Robert H. Spilman, Jr.&nbsp;</u>
<br>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">May 28, 2003</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">May 28, 2003</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">May 28, 2003</td>
</tr>
</table>

<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;
9
<br>&nbsp;
<br>&nbsp;
<br>
<br>
<center>
<p>EXHIBIT INDEX</center>

<p><br>
<table BORDER=0 CELLSPACING=0 CELLPADDING=7 WIDTH="631" >
<tr>
<td VALIGN=TOP WIDTH="15%"><b>Exhibit No.</b></td>

<td VALIGN=TOP WIDTH="85%"><b><u>Description of Exhibit</u></b></td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="15%">5.1</td>

<td VALIGN=TOP WIDTH="85%">Opinion of Helms Mulliss &amp; Wicker, PLLC.</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="15%">23.1</td>

<td VALIGN=TOP WIDTH="85%">Consent of Helms Mulliss &amp; Wicker, PLLC
(included in Exhibit 5.1).</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="15%">23.2</td>

<td VALIGN=TOP WIDTH="85%">Consent of KPMG LLP, independent certified public
accountants.</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="15%">23.3</td>

<td VALIGN=TOP WIDTH="85%">Consent of Arthur Andersen LLP, independent
certified public accountants(1).</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="15%">24.1</td>

<td VALIGN=TOP WIDTH="85%">Power of Attorney (included on the signature
page contained in Part II hereof).</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="15%">99.1</td>

<td VALIGN=TOP WIDTH="85%">Ruddick Corporation 2002 Comprehensive Stock
Option and Award Plan (incorporated by reference to Exhibit 10.1 of the
Registrant's Quarterly Report on Form 10-Q for the quarter ended March
30, 2003 (Commission File No. 1-6905))</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="15%">99.2</td>

<td VALIGN=TOP WIDTH="85%">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 consolidated financial statements of the Registrant as of September
30, 2001 and for the years ended October 1, 2000 and September 30, 2001
included in the Annual Report on Form 10-K for the fiscal year ended September
29, 2002 (File No. 1-6905), incorporated herein by reference, have been
audited by Arthur Andersen. On April 18, 2002, the Registrant dismissed
Arthur Andersen as its independent public accountants and appointed KPMG
LLP to serve as its new independent public accountants for the fiscal year
ended September 29, 2002. In 2002, Arthur Andersen ceased practicing before
the Securities and Exchange Commission. As a result, the Registrant has
been unable to obtain Arthur Andersen's written consent to the incorporation
by reference into this Registration Statement of their audit report with
respect to certain of the Registrant's financial statements which are incorporated
herein by reference. Under these circumstances, Rule 437a of the Securities
Act permits the Registrant to file this Registration Statement without
a written consent from Arthur Andersen. Because Arthur Andersen has not
consented to the inclusion of their report in this Registration Statement,
Arthur Andersen will not have any liability under Section 11(a) of the
Securities Act for any untrue statements of a material fact contained in
the financial statements audited by Arthur Andersen and incorporated by
reference herein or any omission of a material fact required to be stated
therein. Accordingly, investors will not be able to assert a claim against
Arthur Andersen under Section 11(a) of the Securities Act for any purchases
of securities under this Registration Statement.
<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;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
10
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{"company-data": {"conformed-name": "RUDDICK CORP", "cik": "0000085704", "assigned-sic": "5411", "irs-number": "560905940", "state-of-incorporation": "NC", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-105665", "film-number": "03724132"}, "business-address": {"street1": "2000 TWO FIRST UNION CTR", "city": "CHARLOTTE", "state": "NC", "zip": "28282", "phone": "7043725404"}, "mail-address": {"street1": "2000 TWO FIRST UNION CTR", "city": "CHARLOTTE", "state": "NC", "zip": "28282"}}
2002 Comprehensive Stock Option and Award Plan
As filed with the Securities and Exchange Commission
on May 29, 2003
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
2002 COMPREHENSIVE STOCK OPTION AND AWARD 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 Each Class of Securities to
be Registered
Amount to be
Registered
Proposed Maximum Offering Price
Per Share*
Proposed Maximum Aggregate
Offering Price*
Amount of
Registration Fee
Common Stock
2,000,000 Shares
$14.55
$29,100,000
$2,357.10
*Estimated solely for the purpose of calculating the
registration fee and computed according to Rule 457(h) under the Securities
Act of 1933, as amended, based on the average of the high and low sale
prices of Ruddick Corporation Common Stock reported on the New York Stock
Exchange on May 22, 2003.
<Page>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s)
containing the information specified in this Part I will be sent or given
to employees as specified by Rule 428(b)(1) promulgated under the Securities
Act of 1933, as amended (the "Securities Act"). Such documents need not
be filed with the Commission either as part of this registration statement
or as prospectuses or prospectus supplements pursuant to Rule 424 promulgated
under the Securities Act. These documents and the documents incorporated
by reference in the registration statement pursuant to Item 3 of Part II
of this form, taken together, constitute a prospectus that meets the requirements
of Sections 10(a) of the Securities Act.
The consolidated
financial statements of Ruddick Corporation (the "Registrant") as of September
30, 2001 and for the years ended October 1, 2000 and September 30, 2001
included in the Annual Report on Form 10-K for the fiscal year ended September
29, 2002 (File No. 1-6905), incorporated herein by reference, have been
audited by Arthur Andersen LLP ("Arthur Andersen"). On April 18, 2002,
the Registrant dismissed Arthur Andersen as its independent public accountants
and appointed KPMG LLP to serve as its new independent public accountants
for the fiscal year ended September 29, 2002. In 2002, Arthur Andersen
ceased practicing before the Securities and Exchange Commission. As a result,
the Registrant has been unable to obtain Arthur Andersen's written consent
to the incorporation by reference into this Registration Statement of their
audit report with respect to certain of the Registrant's financial statements
which are incorporated herein by reference. Under these circumstances,
Rule 437a of the Securities Act permits the Registrant to file this Registration
Statement without a written consent from Arthur Andersen. Because Arthur
Andersen has not consented to the inclusion of their report in this Registration
Statement, Arthur Andersen will not have any liability under Section 11(a)
of the Securities Act for any untrue statements of a material fact contained
in the financial statements audited by Arthur Andersen and incorporated
by reference herein or any omission of a material fact required to be stated
therein. Accordingly, investors will not be able to assert a claim against
Arthur Andersen under Section 11(a) of the Securities Act for any purchases
of securities under 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 29, 2002, as amended, 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 29, 2002 and March 30, 2003,
filed pursuant to Section 13 of the Exchange Act;
<Page>                                                                        
2
(c) The Registrant's Current Reports
on Form 8-K dated October 31, 2002 and January 22, 2003; and
(d) The description of the Registrant's
Common Stock contained in its Registration Statement filed pursuant to
Section 12 of the Exchange Act and all amendments and reports filed for
the purpose of updating such description, including the Registrant's Registration
Statement on Form 8-A filed December 15, 2000.
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 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 consolidated financial
statements of the Registrant as of September 30, 2001 and for the years
ended October 1, 2000 and September 30, 2001 included in the Annual Report
on Form 10-K for the fiscal year ended September 29, 2002 (File No. 1-6905),
incorporated herein by reference, have been audited by Arthur Andersen.
On April 18, 2002, the Registrant dismissed Arthur Andersen as its independent
public accountants and appointed KPMG LLP to serve as its new independent
public accountants for the fiscal year ended September 29, 2002. In 2002,
Arthur Andersen ceased practicing before the Securities and Exchange Commission.
As a result, the Registrant has been unable to obtain Arthur Andersen's
written consent to the incorporation by reference into this Registration
Statement of their audit report with respect to certain of the Registrant's
financial statements which are incorporated herein by reference. Under
these circumstances, Rule 437a of the Securities Act permits the Registrant
to file this Registration Statement without a written consent from Arthur
Andersen. Because Arthur Andersen has not consented to the inclusion of
their report in this Registration Statement, Arthur Andersen will not have
any liability under Section 11(a) of the Securities Act for any untrue
statements of a material fact contained in the financial statements audited
by Arthur Andersen and incorporated by reference herein or any omission
of a material fact required to be stated therein. Accordingly,
<Page>                                                                                  
3
investors will not be able to assert a claim against Arthur Andersen
under Section 11(a) of the Securities Act for any purchases of securities
under this Registration Statement.
Item 4. Description of Securities.
Not applicable
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 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
<Page>                                                                                 
4
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 99.2 of
this Registration Statement.
Item 7. Exemption from Registration Claimed.
Not applicable
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 KPMG LLP, independent certified public
accountants.
23.3
Consent of Arthur Andersen LLP, independent
certified public accountants(1).
24.1
Power of Attorney (included on the signature
page contained in Part II hereof).
99.1
Ruddick Corporation 2002 Comprehensive Stock
Option and Award Plan (incorporated by reference to Exhibit 10.1 of the
Registrant's Quarterly Report on Form 10-Q for the quarter ended March
30, 2003 (Commission File No. 1-6905))
99.2
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).
<Page>                                                                           
5
(1) The consolidated financial statements of the Registrant as of September
30, 2001 and for the years ended October 1, 2000 and September 30, 2001
included in the Annual Report on Form 10-K for the fiscal year ended September
29, 2002 (File No. 1-6905), incorporated herein by reference, have been
audited by Arthur Andersen. On April 18, 2002, the Registrant dismissed
Arthur Andersen as its independent public accountants and appointed KPMG
LLP to serve as its new independent public accountants for the fiscal year
ended September 29, 2002. In 2002, Arthur Andersen ceased practicing before
the Securities and Exchange Commission. As a result, the Registrant has
been unable to obtain Arthur Andersen's written consent to the incorporation
by reference into this Registration Statement of their audit report with
respect to certain of the Registrant's financial statements which are incorporated
herein by reference. Under these circumstances, Rule 437a of the Securities
Act permits the Registrant to file this Registration Statement without
a written consent from Arthur Andersen. Because Arthur Andersen has not
consented to the inclusion of their report in this Registration Statement,
Arthur Andersen will not have any liability under Section 11(a) of the
Securities Act for any untrue statements of a material fact contained in
the financial statements audited by Arthur Andersen and incorporated by
reference herein or any omission of a material fact required to be stated
therein. Accordingly, investors will not be able to assert a claim against
Arthur Andersen under Section 11(a) of the Securities Act for any purchases
of securities under 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 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;
<
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6
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 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>                                                                           
7
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 May 28,
2003.
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)
May 28, 2003
/s/ John B. Woodlief
John B. Woodlief
Vice President-Finance and Chief
Financial Officer
(Principal Financial Officer)
May 28, 2003
/s/ Douglas A. Stephenson
Douglas A. Stephenson
<Page>
Vice President and Treasurer
(Principal Accounting Officer)
8
May 28, 2003
/s/ John R. Belk
John R. Belk
Director
May 28, 2003
/s/ Edwin B. Borden, Jr.
Edwin B. Borden, Jr.
Director
May 28, 2003
/s/ John P. Derham Cato
John P. Derham Cato
Director
May 28, 2003
/s/ Alan T. Dickson
Alan T. Dickson
Chairman of the Board and Director
May 28, 2003
/s/ R. Stuart Dickson
R. Stuart Dickson
Chairman of the Executive Committee
and Director
May 28, 2003
/s/ Roddey Dowd, Sr.
Roddey Dowd, Sr.
Director
May 28, 2003
/s/ James E. S. Hynes
James E. S. Hynes
Director
May 28, 2003
/s/ Anna S. Nelson
Anna S. Nelson
Director
May 28, 2003
/s/ Robert H. Spilman, Jr.
Robert H. Spilman, Jr.
Director
May 28, 2003
/s/ Harold C. Stowe
Harold C. Stowe
Director
May 28, 2003
/s/ Isaiah Tidwell
Isaiah Tidwell
Director
May 28, 2003
<Page>                                                                 
9
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 KPMG LLP, independent certified public
accountants.
23.3
Consent of Arthur Andersen LLP, independent
certified public accountants(1).
24.1
Power of Attorney (included on the signature
page contained in Part II hereof).
99.1
Ruddick Corporation 2002 Comprehensive Stock
Option and Award Plan (incorporated by reference to Exhibit 10.1 of the
Registrant's Quarterly Report on Form 10-Q for the quarter ended March
30, 2003 (Commission File No. 1-6905))
99.2
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 consolidated financial statements of the Registrant as of September
30, 2001 and for the years ended October 1, 2000 and September 30, 2001
included in the Annual Report on Form 10-K for the fiscal year ended September
29, 2002 (File No. 1-6905), incorporated herein by reference, have been
audited by Arthur Andersen. On April 18, 2002, the Registrant dismissed
Arthur Andersen as its independent public accountants and appointed KPMG
LLP to serve as its new independent public accountants for the fiscal year
ended September 29, 2002. In 2002, Arthur Andersen ceased practicing before
the Securities and Exchange Commission. As a result, the Registrant has
been unable to obtain Arthur Andersen's written consent to the incorporation
by reference into this Registration Statement of their audit report with
respect to certain of the Registrant's financial statements which are incorporated
herein by reference. Under these circumstances, Rule 437a of the Securities
Act permits the Registrant to file this Registration Statement without
a written consent from Arthur Andersen. Because Arthur Andersen has not
consented to the inclusion of their report in this Registration Statement,
Arthur Andersen will not have any liability under Section 11(a) of the
Securities Act for any untrue statements of a material fact contained in
the financial statements audited by Arthur Andersen and incorporated by
reference herein or any omission of a material fact required to be stated
therein. Accordingly, investors will not be able to assert a claim against
Arthur Andersen under Section 11(a) of the Securities Act for any purchases
of securities under this Registration Statement.
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10