ITEM 1. BUSINESS.
(a) The registrant, Uptowner Inns, Inc., is a corporation that was incorporated in the State of West Virginia on July 1, 1961. The registrant owns and operates a motor hotel with a Holiday Inns Franchise that consists of dining, banquet, and lounge facilities, and also operates three apartment buildings, rental properties all located in the City for Huntington, West Virginia.
The main physical property of Uptowner Inn of Parkersburg, Inc., had a swimming pool, dining and banquet facilities, and two parcels, owned in fee by such subsidiary, located in downtown Parkersburg, West Virginia at 415 Seventh Street. The Hotel was closed on June 30, 1987. On August 31, 1994, the property was sold for $750,000.
A wholly owned subsidiary of the registrant, Motel and Restaurant Supply, which was incorporated in the State of West Virginia on July 16, 1966, has had no activity since 1981.
Neither the registrant nor any of its subsidiaries has experienced bankruptcy, receivership or similar proceedings; has been involved in reclassification, merger or consolidation; has acquired or, except as hereinafter set forth, disposed of any material amount of assets otherwise than in the ordinary course of business; or has undertaken any material change in the mode of conducting its business.
(b) The registrant is engaged in substantially one line of business, to-wit, the operation of motor hotels and related facilities.
(c) The registrant is engaged in substantially one line of business, to wit, the operation of motor hotels with dining and banquet facilities, and residential/commercial rentals. The income of the registrant from rentals represents less than ten percent of the consolidated revenue of the registrant and its subsidiaries, which consolidated revenue did not exceed $50,000,000. during any of the last three fiscal years.
The hotel industry is highly competitive with the registrant competing against numerous national hotel franchises in Huntington, West Virginia. As the Companies' operations are generally one business segment, its competition locally includes Radisson hotel, Ramada Inn, Holiday Inn, Comfort Inn, and Red Roof Inn.
Seasonality directly affects this business as a result of people not traveling or vacationing in large numbers in the late fall and winter because of poor weather at these geographical locations.
At June 30, 1995, the registrant and its subsidiaries employ approximately 57 employees.
(d) The registrant has no foreign operation.
PART II
Item 2.

Item 2. Properties.
(a) The main physical property of the registrant is a 140 unit, four story motor hotel, with swimming pool, dining, banquet, and lounge facilities, located in downtown Huntington, West Virginia, at 1415 Fourth Avenue. This property is owned in fee by the registrant and operated with a Holiday Inn Franchise. The motor hotel is subject to a mortgage in favor of the Twentieth Street Bank, Huntington, West Virginia, in the original amount of $2,000,000., payable in monthly installments of $22,568. per month, including interest at 10% until February 4, 2004, when the amount due must be paid in full. The balance at June 30, 1995 is $1,554,279.
(b) The registrant owns in fee two lots, used for the over- flow parking, across the street from its main motor hotel at 1432-34 Fourth Avenue, in Huntington, West Virginia.
(c) The registrant owns in fee an undeveloped lot acquired for future development or parking, across an alley from its main motor hotel at 1400 Fifth Avenue in Huntington, West Virginia.
(d) The registrant owns in fee a lot improved by a three story brick building used as a fraternity house, across an alley from its main motor hotel, 1434 Fifth Avenue, in Huntington, West Virginia, acquired for rental and for future development.
(e) The registrant owns in fee two lots immediately west of its motor hotel, 1401 Fourth Avenue, in Huntington, West Virginia, acquired for future development and currently used for parking. This property is subject to a first mortgage in favor of the Twentieth Street Bank in the original amount of $2,000,000. as noted in Item 2 (a).
(f) The registrant owns in fee and operates a 40 unit, two story apartment building within one city block of the motor hotel, at 1340 Fourth Avenue, in Huntington, West Virginia.
(g) The registrant owns in fee a lot acquired for future development or parking, across the street from its main motor hotel at 1420 Fourth Avenue, in Huntington, West Virginia.
(h) The registrant owns in fee an undeveloped lot acquired for future development or for parking, across an alley from its main motor hotel at 1438 Fifth Avenue, in Huntington, West Virginia.
(i) The registrant owns in fee and operates a two story duplex within one city block of the main motor hotel at 1326 Fourth Avenue, in Huntington, West Virginia.
PART II
(j) The registrant owns in fee a lot improved by a three story building originally used as a store and apartment, within one city block of the main motor hotel at 1416-18 Fourth Avenue, in Huntington, West Virginia, acquired for rental and for future development, subject to a mortgage in favor of Betty M. Dove, in the original amount of $76,000., 10% interest, maturing June 2002, the balance of which was $44,546. at June 30, 1995.
(k) The registrant owns in fee two parcels within one city block of the main motor hotel at 1436-38 Fourth Avenue and 1440-42 Fourth Avenue, in Huntington, West Virginia acquired for future development.
(l) The registrant owns in fee a parcel of real estate on the west side of Huntington approximately 3 miles from the main motor hotel and at an exit for Interstate 64. This purchase was finalized in October 1988 from an option entered into in 1983. The property is to be operated as a rental property until it is deemed beneficial to build and operate a decent motel in that location.
(m) The registrant purchased a parcel of real estate with a residential building in January 1990. This property is across an alley from the main motor hotel and was acquired for future development and parking.
(n) The registrant purchased a parcel of real estate with a building housing residential and commercial tenants in July 1991. This property is across the street from its main motor hotel and adjacent to other rental properties and parking facilities. The property has been renovated and is now fully utilized as rental property. The property is subject to a mortgage in favor of West Virginia Housing Development Fund in the original amount of $500,000., 5.5% rate of interest, maturing November 2018, the balance of which is $484,577.
ITEM 3.

ITEM 3. LEGAL PROCEEDINGS:
A suit in which the Uptowner Inns, Inc. is a defendant has been filed by an individual who was severely injured in an auto accident by a patron of the lounge. Legal counsel believes that good defenses exist in this action, and that the case will ultimately be resolved in Uptowner Inns, Inc.'s favor. The insurance company has denied liability in this case and legal counsel believes the risk of loss will fall to Uptowner Inns, Inc.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER MATTERS.
(a) The common stock of the registrant is traded in the over- the-counter market. During the past two years, there has been limited activity of common stock. These shares were traded at $.65 a share.
(b) As of the 11th day of September 1995, the approximate number of record holders of common stock securities of the registrant was 1,184.
(c) The registrant has paid no dividends with respect to its common stock during the past two years.
ITEM 6. SELECTED FINANCIAL DATA.
The following financial information of Uptowner Inns, Inc. and Subsidiaries is for the years ended June 30, 1995, June 30, 1994, June 30, 1993, June 30, 1992 and June 30, 1991 on a scope similar to that set forth in the report included elsewhere in this report. These Summaries should be read in conjunction with the financial statements and related notes included elsewhere in this report.
[CAPTION] OTHER INCOME (EXPENSE)
1995 1994 1993
Gain (Loss) on sales of property, plant and equipment $ - $ - $ 1,950. Gain (Loss) on disposal of subsidiary 306,930. - -
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE FEDERAL INCOME TAXES
1995 1994 1993
$ 502,600. $( 81,046.) $( 65,637.)
INCOME TAXES
1995 1994 1993
Income taxes (benefit) $ - $ - $ - Effective tax rate - - -
There is no tax benefit for the fiscal years 1994 and 1993 due to the loss and the lack of any taxable income to apply this against. For the year ended June 30, 1995, the Company utilized operating loss carryforwards in the amount of $485,679. to offset taxable income. The Company has a carryforward loss for taxable income until the year 2008.
INCOME (LOSS)
1995 1994 1993
$ 494,600. $( 81,046.) $( 59,848.)
The sale of the Parkersburg property in August 1994, with the gain of $306,930., had an obvious impact on income, but the increase in revenues of $203,611. and the decrease of expenses of $65,105. resulted in a significant change in Income From Operations from a loss of $81,046. in 1994 to an increase of $187,670. in 1995.
[CAPTION] LIQUIDITY AND CAPITAL RESOURCES
1995 1994
Resources available at June 30, 1995 and 1994
Cash $ 298,380. $ 119,199. Investments 576,470. -
Because of resources available to the Company and its current financial condition and structure, it is management's opinion that, barring a severe decline in the nation's economy, there will be financial improvement in the future reporting periods.
Due to the property sale and significant improvement of income from operations, the liquidity is the strongest the Company has ever experienced. It is anticipated that the next year will provide opportunity to improve the liquidity further, subject to the final costs that may be incurred to update the motor hotel property to retain the Holiday Inn Franchise. The improvement would be as a result of the operating activities continuing to generate a good cash flow and the costs of major improvements not causing declines.
UPTOWNER INNS, INC. AND SUBSIDIARIES
PART III
Item 10. Directors and Executive Officers of the Registrant
The information required by Item 10, Part III, will be set forth in the definitive proxy statement to be filed by the registrant, pursuant to Regulation 14A, under the captions "Election of Directors" and "Executive Officers of the Company" and is incorporated herein by reference.
Item 11. Executive Compensation
The information required by Item 11, Part III, will be set forth in the definitive proxy statement to be filed by the registrant, pursuant to Regulation 14A, under the caption "Remuneration of Directors and Executive Officers", and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) The registrant has issued only one type of security, namely, common capital stock. The following table sets forth certain information as to the persons and groups who are known to the registrant to be the beneficial owners of more than five percent of its voting securities.
Title of Name and Address Amount and Nature of Percent Class of Beneficial Owner Beneficial Ownership of Class
Common Violet Midkiff 673,652 Direct and 42.5 922 Eleventh Street Indirect Huntington, West Virginia
(b) The following table sets forth certain information as to each class of equity securities of the registrant beneficially owned by all directors and officers of the registrant as a group.
Title of Name and Address Amount and Nature of Percent Class of Beneficial Owner Beneficial Ownership of Class
Common Arthur J. Huber 30,049 Indirect 1.9
Common James R. Camp 6,212 Direct .4
Common Violet Midkiff 673,652 Direct and 42.5 Indirect
Item 12. Security Ownership of Certain Beneficial Owners and Management (Cont'd)
Title of Name and Address Amount and Nature of Percent Class of Beneficial Owner Beneficial Ownership of Class
Common Louis Abraham 2,546 Direct .2
Common Carl Midkiff 9,020 Direct and .6 Indirect
Common Olive Hager 21,870 Direct 1.4
Common Six Officers and 743,349 Direct and 27.7 Directors as a Indirect Group
(c) There is no arrangement, known to the registrant, the operation of which may at a subsequent date result in a change in control of the registrant.
UPTOWNER INNS, INC. AND SUBSIDIARIES
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(A)(1) Financial Statements:
Uptowner Inns, Inc. and Subsidiaries Opinion of Independent Certified Public Accountant Consolidated Balance Sheets as of June 30, 1995 Consolidated Statement of Income for the Year Ended June 30, 1995 Consolidated Statement of Stockholders' Equity for the Year Ended June 30, 1995 Consolidated Statement of Cash Flows for the Year Ended June 30, 1995 Notes to Consolidated Financial Statements
Uptowner Inns, Inc. and Subsidiaries Opinion of Independent Certified Public Accountant Consolidated Balance Sheets as of June 30, 1994 and 1993 Consolidated Statement of Income for the Years Ended June 30, 1994, 1993 and 1992 Consolidated Statement of Stockholders' Equity for the Years Ended June 30, 1994, 1993 and 1992 Consolidated Statement of Cash Flows for the Years Ended June 30, 1994, 1993 and 1992 Notes to Consolidated Financial Statements
(A)(2) Schedules:
Schedule II -- Accounts Receivable from Related Parties and Underwriters Schedule V -- Property, Plant and Equipment Schedule VI -- Accumulated Depreciation of Property, Plant and Equipment Schedule VIII -- Valuation of Qualifying Accounts Schedule XII -- Mortgage Loans on Real Estate
	 All other schedules are omitted since required information is either not applicable, not deemed material or is shown in the respective financial statements or in the notes thereto.
(A)(3) Exhibits:
(22) Subsidiaries of Uptowner Inns, Inc.:
All other required exhibits are incorporated in the Registration Statement Number 2-90194 of Uptowner Inns, Inc.
No reports on Form 8-K have been filed during the period covered by this report. A Form 8-K was filed September 13, 1995 under Item 4


Item 1. Business
Ruddick Corporation (the "Registrant") is a diversified holding company which, through its subsidiaries, is engaged in four primary businesses: Harris Teeter, Inc. ("Harris Teeter") operates a chain of supermarkets in five southeastern states; American & Efird, Inc. ("A&E") manufactures and distributes industrial and consumer sewing thread and sales yarn; Jordan Graphics, Inc. ("Jordan Graphics") produces and distributes business forms; and R.S. Dickson & Co., which does business as Ruddick Investment Company ("Ruddick Investment"), operates as an investment management, real estate development and venture capital company.
At October 1, 1995, the Registrant and its subsidiaries had total consolidated assets of $721,941,000 and had approximately 20,000 employees. The principal executive offices of the Registrant are located at 2000 Two First Union Center, Charlotte, North Carolina 28282.
Ruddick Corporation, which is incorporated under North Carolina law, was created in 1968 through the consolidation of the predecessor companies of A&E and Ruddick Investment. In 1969 the Registrant acquired Harris Teeter and the predecessor company of Jordan Graphics.
The businesses in which the Registrant engages through its subsidiaries, together with certain financial information and competitive aspects of such businesses, are discussed separately below. For certain other information regarding industry segments, see the Note entitled "Industry Segment Information" of the Notes to Consolidated Financial Statements of Ruddick Corporation and Subsidiaries in the Registrant's 1995 Annual Report to Shareholders (the "1995 Annual Report"), which information is incorporated herein by reference.
The only foreign operations conducted by the Registrant are through A&E. None of the businesses engaged in by the Registrant would be characterized as seasonal.
The Registrant employs nineteen people, including four executives who form and implement overall corporate objectives and policies. The Registrant's employees perform functions in a number of areas including finance, accounting, audit, insurance, reporting, employee benefits, and public and shareholder relations. The Registrant assists its subsidiaries in developing long-range goals, in strengthening management personnel and skills, and in financing operations. Management of each subsidiary is responsible for implementing operating policies and reports to management of the Registrant.
A&E
A&E produces industrial sewing thread from natural and synthetic fibers for use by apparel, automotive, upholstered furniture, home furnishings, and footwear manufacturers. A&E also produces consumer sewing thread for use in home sewing. These products are primarily manufactured in twelve plants, all located in North Carolina, and are sold primarily in the United States. Limited quantities of industrial sewing threads are exported. A&E also distributes sewing supplies manufactured by other companies. Thread and notion products accounted for approximately 98% of A&E's net sales in fiscal 1995. A&E also produces a limited quantity of mercerized cotton yarns for use by knitting and weaving industries, which products accounted for 2% of A&E's net sales in fiscal 1995. This yarn production has decreased in recent years as plant capacity has been converted to the manufacture of sewing thread. Sales operations are conducted through A&E's employed salesmen and commission brokers and jobbers. A&E's sales constituted 14% of the Registrant's consolidated sales in fiscal 1995 (14% in 1994 and 15% in 1993).
The order backlog, believed to be firm, as of the end of the 1995 fiscal year was approximately $12,920,000 versus $17,863,000 at the end of the preceding fiscal year. Such backlog normally is expected to be filled within three weeks of fiscal year end. A&E has approximately 7,900 active customer accounts. In fiscal 1994, no single customer accounted for more than 8% of total net sales, and the ten largest customers accounted for an aggregate of less then 26% of total net sales.
A&E purchases cotton from domestic cotton merchants. There is presently a sufficient supply of cotton worldwide and in the domestic market. Synthetic fibers are bought from the principal American synthetic fiber producers and are currently available in an adequate supply.
There are no material patents, licenses, franchises, or concessions held by A&E. Research and Development expenditures were $245,000 and $244,000 in fiscal 1995 and fiscal 1994, respectively, none of which expenditures were sponsored by customers. Two employees are engaged in this activity full-time.
A&E has expanded into international markets as sewing thread demand has increased outside the United States in the apparel, home furnishings, and industrial markets. A&E's value of assets in its subsidiaries in England, Costa Rica, Canada, Korea, Mexico, Hong Kong and Singapore and in its joint ventures in Dominican Republic and Venezuela totals approximately $51 million. Management expects to continue to expand foreign production and distribution operations, primarily through additional joint ventures.
The industrial sewing thread industry is highly competitive. A&E is one of the largest producers in the domestic industrial thread market. Principal competitors include Coats/American and Dixie/Threads USA. Principal competitive factors include quality, service and price. In the consumer thread market, A&E competes with a number of large, well-established companies, including Coats/American.
A&E employed approximately 2,800 persons as of the end of fiscal 1995. A&E considers its employee relations to be good.
HARRIS TEETER
Harris Teeter operates supermarkets in North Carolina (90), South Carolina (24), Virginia (19), Georgia (5), and Tennessee (1) for sales of groceries, produce, meat, delicatessen items, bakery items, and non-food items such as health and beauty care and other products normally offered for sale in supermarkets. Harris Teeter has a program in place whereby each retail store will undergo a major remodel every eight years. Harris Teeter remodeled nine stores during fiscal 1995 and expects to remodel nine stores in fiscal 1996. In addition, eleven new stores were opened and eleven older, less profitable, stores were closed. In fiscal 1993, a reserve was established in anticipation of closing 12 smaller, less competitive stores and replacing them with larger stores offering increased variety and drawing from a larger market area. Seven of the eleven stores closed in fiscal 1995 were covered by this reserve. As of fiscal year end, Harris Teeter had 139 stores in operation. Its principal offices and perishable distribution facilities are located near Charlotte, North Carolina, and its dry grocery and cold storage distribution facilities are located in Greensboro, North Carolina. Harris Teeter produces some dairy products, but buys most of the products it sells, including its private label brands. Harris Teeter's sales constituted 83% of the Registrant's consolidated sales in fiscal 1995 (83% in 1994 and 82% in 1993).
The supermarket industry is highly competitive. Harris Teeter competes with local, regional, and national food chains, some of which are larger in terms of assets and sales, as well as with independent merchants. Principal competitive factors include store location, price, service, convenience, cleanliness, product quality and product variety. No one customer or group of customers has a material effect upon the business of Harris Teeter.
At fiscal year end, Harris Teeter employed approximately 8,300 persons full-time and 8,700 part-time. Warehouse employees and drivers at Harris Teeter's warehouse near Charlotte, North Carolina are represented by a union, but Harris Teeter is not party to a collective bargaining agreement covering such employees. Harris Teeter considers its employee relations to be good.
JORDAN GRAPHICS
Jordan Graphics produces a line of business forms and printed products and distributes its products through its own sales representatives. Its product line includes custom and stock continuous forms for computer use, snap-apart forms, pressure sensitive labels, sheeted and roll labels, envelopes, many specialty items and multi-color forms for laser printers. Jordan Graphics' offices and principal plant are located near Charlotte, North Carolina. Jordan Graphics manufactures and distributes its products, primarily through its direct sales force, mainly in the eastern United States.
As of December 14, 1995, the Registrant and Jordan Graphics entered into a letter of intent to sell the assets of Jordan Graphics to The Reynolds and Reynolds Company.
Reynolds and Reynolds is an integrated information management systems provider headquartered in Dayton, Ohio. The sale of such assets, which is expected to close in the second fiscal quarter, is subject to the execution of a definitive agreement between the parties, the receipt of all necessary consents, releases and approvals and other conditions typical in transactions of this type. For certain financial information with respect to Jordan Graphics, reference is made to the Note entitled "Industry Segment Information" of the Notes to the Registrant's Consolidated Financial Statements contained in the 1995 Annual Report, which is incorporated by reference herein.
The principal raw materials used by Jordan Graphics include paper, carbon, cartons, and ink. Management believes that sufficient sources of these raw materials are currently available.
In fiscal 1995, the largest single customer of Jordan Graphics accounted for 4.1% of total net sales, and the ten largest customers accounted for an aggregate of 24.4% of total net sales. The loss of any one of its five largest accounts would not, in the opinion of management, materially affect Jordan Graphics' business.
Jordan Graphics operates in a highly competitive industry, and many of its competitors are substantially larger, both in terms of assets and sales. The principal methods of competition in the business forms industry are price, quality, and service.
At fiscal year end, Jordan Graphics employed 351 persons, of which 60 were in sales. Jordan Graphic considers its employee relations to be good.
RUDDICK INVESTMENT
Ruddick Investment makes direct venture investments from its own capital base and from internally generated funds. In an increasingly important role, venture investment activities include the development of shopping centers where Harris Teeter serves as an anchor tenant. Additionally, the company's venture capital portfolio is invested in a limited number of industries and may include securities of start-ups and early stage firms, as well as publicly traded securities. Some of the products and services produced by the current portfolio holdings include proprietary building products, textiles, pharmaceuticals and medical diagnostic instrumentation. Ruddick Investment's principal objective is to achieve long-term gains on each of its investments. It is not an operating company and does not offer a service or product in the normal course of business.
ITEM 2.

ITEM 2. PROPERTIES
The executive offices of the Registrant are located in approximately 8,086 square feet of leased space in a downtown office tower at 2000 Two First Union Center, Charlotte, North Carolina 28282, in which it is a tenant under a lease which expires in May 1998.
A&E's principal offices and twelve domestic manufacturing plants are all owned by A&E and are all located in North Carolina. Manufacturing plants have an aggregate of 1,467,409 square feet of floor space and an insured value of $250,000,000. A&E has the
capacity to produce annually approximately 35,800,000 pounds of industrial sewing thread and 3,250,000 pounds of sales yarn and has a dyeing capacity of approximately 35,000,000 pounds per year. Capacities are based on 168 hours of operations per week. A&E also leases 17 distribution centers scattered throughout its domestic markets at an approximate annual rent of $1,500,000. Through subsidiaries, A&E also owns seven international manufacturing plants with an aggregate of 336,500 square feet of floor space and an insured value of $49,952,000. These subsidiaries have the capacity to produce annually approximately 7,830,000 pounds of sewing thread and have a dyeing capacity of approximately 9,865,000 pounds per year. Capacities are based on 168 hours of operations per week. In addition to its subsidiaries, A&E has a minority interest in two joint ventures.
Harris Teeter owns its principal offices, which consist of 95,050 square feet of space located on a 10 acre tract of land near Charlotte, North Carolina. Harris Teeter owns a 104 acre tract east of Charlotte where its cold storage distribution facility is located. This facility contains approximately 176,000 square feet, most of which is equipped to store refrigerated or perishable goods. Harris Teeter also owns a 49 acre tract in Greensboro, North Carolina, where its dry grocery and frozen goods warehouses are located. The dry grocery warehouse contains approximately 547,000 square feet and the frozen goods warehouse contains approximately 130,000 square feet. Harris Teeter owns a 18,050 square foot milk processing plant located on 8.3 acres of land in Charlotte, North Carolina and a 81,900 square foot milk processing and ice cream manufacturing facility located on 4.7 acres of land in High Point, North Carolina. Harris Teeter operates its retail stores exclusively from leased properties. The base annual rentals on leased store and warehouse properties as of October 1, 1995 aggregated approximately $31,862,000 net of sublease rentals of approximately $1,556,000. In addition to the base rentals, the majority of the lease agreements provide for additional annual rentals based on 1% of the amount by which annual store sales exceed a predetermined amount. During the fiscal year ended October 1, 1995, the additional rental amounted to approximately $1,277,000. Harris Teeter's supermarkets range in size from approximately 15,000 square feet to 67,000 square feet, with an average size of approximately 34,000 square feet. The following table sets forth selected statistics with respect to Harris Teeter stores for each of the last three fiscal years:
* Computed on the basis of aggregate sales of stores open for a full year.
The corporate offices and principal manufacturing facility and warehouses for Jordan Graphics are located near Charlotte, North Carolina. Jordan Graphics owns this
facility, which contains 188,000 square feet and is located on 26 acres of land. In addition, Jordan Graphics closed a smaller manufacturing plant in Baltimore, Maryland. The Baltimore site, consisting of approximately 42,000 square feet located on six acres of land, will be used as a sales office and warehouse until its disposition, which is anticipated during fiscal 1996.
ITEM 3.

ITEM 3. LEGAL PROCEEDINGS
The Registrant has entered into an Administrative Order on Consent with Region IV of the United States Environmental Protection Agency, together with 14 other parties who have been designated potentially responsible parties, to perform a remedial investigation/feasibility study at the Leonard Chemical Company Superfund site in Rock Hill, South Carolina. The Registrant's potential liability is based on the alleged disposal of waste material at this Superfund site by Pargo, Inc. Pargo, Inc. was a wholly owned subsidiary of the Registrant from 1969 to 1972. The Registrant has agreed to participate in the remedial investigation/feasibility study on the condition that its share of the costs does not exceed 1.8% of the total plus an additional payment of $4,680 for costs previously incurred by other parties. The Registrant estimates that, based on current information, the total cost of the remedial investigation/feasibility study should be approximately $500,000. Under the interim allocation of costs agreed to by the parties to the Administrative Order on Consent, the Registrant's share is 1.155% of the total cost. The Registrant does not believe that this proceeding will have a material effect on its business or financial condition.
The Registrant and its subsidiaries are involved in various matters from time to time in connection with their operations, including various environmental matters. These matters considered in the aggregate have not had, nor does the Registrant expect them to have, a material effect on the Registrant's business or financial condition.
ITEM 4.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
The following list contains the name, age, positions and offices held, and period served in such positions or offices for each of the executive officers of the Registrant.
R. Stuart Dickson, age 66, has been Chairman of the Executive Committee since February, 1994. Prior to that time he had been Chairman of the Board of the Registrant since its formation in October, 1968.
Alan T. Dickson, age 64, has been Chairman of the Board since February, 1994. Prior to that time he had been President of the Registrant since its formation in October, 1968.
John W. Copeland, age 60, has been President of the Registrant since February, 1994. Prior to that time he had been President of A&E since October, 1984.
Richard N. Brigden, age 56, has been Vice President-Finance of the Registrant since December, 1983.
Thomas W. Dickson, age 40, has been President of A&E since February, 1994. Prior to that time, he served as Executive Vice President from 1991 to 1994 and as Senior Vice President-Marketing and International from 1989 to 1991.
Edward S. Dunn, age 52, has been President of Harris Teeter since January 1, 1989.
Brian F. Gallagher, age 48, has been President of Jordan Graphics, Inc. since July, 1993. From April, 1993 to July, 1993, he served as Vice President of Manufacturing. From May, 1985 to April, 1993, he served as Plant Manager at several plants for Moore Business Forms.
The executive officers of the Registrant and its subsidiaries are elected annually by their respective Boards of Directors. R. Stuart Dickson and Alan T. Dickson are brothers. Thomas W. Dickson is the son of R. Stuart Dickson and the nephew of Alan T. Dickson. No other executive officer has a family relationship with any other executive officer or director or nominee for director as close as first cousin.
PART II
ITEM 5.

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
The information required for this item is incorporated herein by reference to the following sections of the Registrant's 1995 Annual Report: information regarding the principal market for Common Stock, number of shareholders of record, market price information per share of Common Stock and dividends declared per share of Common Stock and $.56 Convertible Preference Stock for each quarterly period in the 1995 and 1994 fiscal years (the $.56 Preference was called for redemption on May 31, 1994) is incorporated by reference to the Note headed "Quarterly Information (Unaudited)" to the Notes to Consolidated Financial Statements; and information regarding restrictions on the ability of the Registrant to pay cash dividends is incorporated by reference to "Management's Discussion and Analysis of Financial Condition and Results of Operations-Capital Resources and Liquidity" and the Note headed "Long-Term Debt" to the Notes to Consolidated Financial Statements.
ITEM 6.

ITEM 6. SELECTED FINANCIAL DATA
The information required for this item, for each of the last five fiscal years, is incorporated herein by reference to the section headed "Eleven-Year Financial and Operating Summary" in the Registrant's 1995 Annual Report.
ITEM 7.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information required for this item is incorporated herein by reference to the section headed "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Registrant's 1995 Annual Report.
ITEM 8.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Financial Statements of the Registrant, including the Report of Independent Public Accountants thereon, are incorporated herein by reference from the Registrant's 1995 Annual Report.
The required supplementary financial information is incorporated herein by reference from the Note headed "Quarterly Information (Unaudited)" of the Notes to Consolidated Financial Statements in the Registrant's 1995 Annual Report.
The financial statement schedules required to be filed herewith, and the Report of Independent Public Accountants thereon, are listed under Item 14(a) of this Report and filed herewith pursuant to Item 14(d) of this Report.
ITEM 9.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item with respect to executive officers is set forth above in Part I, Item 4A. The other information required by this item is incorporated herein by reference to the sections entitled "Election of Directors" and "Beneficial Ownership of Company Stock" in the Registrant's Proxy Statement dated December 20, 1995, filed with the Securities and Exchange Commission with respect to the Registrant's 1996 Annual Meeting of Shareholders (the "1996 Proxy Statement").
ITEM 11.

ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated herein by reference to the sections entitled "Election of Directors - Directors' Fees and Attendance" and "Executive Compensation" in the Registrant's 1996 Proxy Statement.
ITEM 12.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is incorporated herein by reference to the sections entitled "Principal Shareholders" and "Election of Directors-Beneficial Ownership of Company Stock" in the Registrant's 1996 Proxy Statement.
ITEM 13.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable.
PART IV
ITEM 14.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Documents filed as part of report
(1) Financial Statements: The following report and financial statements are incorporated by reference to the Registrant's 1995 Annual Report:
Consolidated Balance Sheets, October 1, 1995 and October 2, 1994
Statements of Consolidated Income and Retained Earnings for the fiscal years ended October 1, 1995, October 2, 1994 and October 3, 1993
Statements of Consolidated Cash Flows for the fiscal years ended October 1, 1995, October 2, 1994 and October 3, 1993
Notes to Consolidated Financial Statements
Report of Independent Public Accountants
(2) Financial Statement Schedules: The following report and financial statement schedules are filed herewith:
Report of Independent Public Accountants for each of the fiscal years in the three year period ended October 1, 1995
Schedule II - Valuation and Qualifying Accounts and Reserves
All other schedules are omitted as the required information is inapplicable or the information is presented in the consolidated financial statements or related notes thereto.
(3) Exhibits: The following exhibits are filed with this report or, as noted, incorporated by reference herein:
Exhibit No. Description - ----------- -----------------------------------------------------------------
27 Financial Data Schedule (For SEC Use Only)
__________________________ * Indicates management contract or compensatory plan required to be filed as an Exhibit.
(b) Reports on Form 8-K.
The Registrant did not file any reports on Form 8-K during the three months ended October 1, 1995.
(c) The following exhibits are filed herewith and follow the signature pages:
11 Statement Regarding Computation of Per Share Earnings.
13 Ruddick Corporation 1995 Annual Report to Shareholders (consolidated financial statements on pages 20 to 32 and sections headed "Management's Discussion and Analysis of Financial Condition and Results of Operations" (pages 16 to 19) and "Eleven-Year Financial and Operating Summary" (pages 12 to 13) only).
21 List of Subsidiaries of the Registrant.
23 Consent of Independent Public Accountants.
27 Financial Data Schedule. (For SEC Use Only)
(d) The financial statement schedules listed in Item 14(a)(2) above begin on Page S-1.
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
RUDDICK CORPORATION (Registrant)
By: /s/ John W. Copeland -------------------------------------- John W. Copeland, President
Dated: December 27, 1995
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated:
INDEX TO FINANCIAL STATEMENT SCHEDULES
All other schedules are omitted as the required information is inapplicable or the information is presented in the financial statements or related notes.
S-1 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of Ruddick Corporation:
We have audited in accordance with generally accepted auditing standards, the consolidated financial statements included in Ruddick Corporation's annual report to shareholders incorporated in this Form 10-K, and have issued our report thereon dated October 26, 1995. Our audit was made for the purpose of forming an opinion on those statements taken as a whole. The schedule listed in Item 14(a)(2) is the responsibility of the Company's management and is presented for purposes of complying with the Securities and Exchange Commission's rules and is not part of the basic financial statements. This schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, fairly states in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Charlotte, North Carolina, October 26, 1995.
S-2
RUDDICK CORPORATION AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS AND RESERVES FOR THE FISCAL YEARS ENDED OCTOBER 3, 1993, OCTOBER 2, 1994 AND OCTOBER 1, 1995 SCHEDULE II (in thousands)
* Represents accounts receivable balances written off as uncollectible, less recoveries.
S-3 INDEX TO EXHIBITS
Exhibit No. (per Item 601 Sequential of Reg. S-K Description of Exhibit Page No. - ----------- ---------------------- --------
3.1 Restated Articles of Incorporation of the Registrant, * incorporated herein by reference to Exhibit 3.1 of the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended March 29, 1992 (Commission File No. 1-6905).
3.2 Amended and Restated Bylaws of the Registrant, * incorporated herein by reference to Exhibit 3.2 of the Registrant's Annual Report on Form 10-K for the fiscal year ended September 27, 1992 (Commission File No. 1- 6905).
4.1 Revolving Credit Agreements for an aggregate of * $100,000,000, entered into as of February 15, 1995, by and between the Registrant and each of First Union National Bank of North Carolina, NationsBank, National Association (Carolinas) and Wachovia Bank of North Carolina, N.A., incorporated herein by reference to Exhibits 4.1, 4.2 and 4.3 of the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended April 2, 1995, (Commission File No. 1-6905). The Registrant has certain other long-term debt, but has not filed the instruments evidencing such debt as part of Exhibit 4 as none of such instruments authorize the issuance of debt exceeding 10 percent of the total consolidated assets of the Registrant. The Registrant agrees to furnish a copy of each such agreement to the Commission upon request.
10.1 Description of Incentive Compensation Plans, * incorporated herein by reference to Exhibit 10.1 of the Registrant's Annual Report on Form 10-K for the fiscal year ended October 2, 1994 (Commission File No. 1- 6905). **
10.2 Supplemental Executive Retirement Plan of Ruddick * Corporation, as amended and restated, incorporated herein by reference to Exhibit 10.3 of the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 1990 (Commission File No. 1-6905). **
Exhibit No. (per Item 601 Sequential of Reg. S-K Description of Exhibit Page No. - ----------- ---------------------- --------
10.3 Resolutions adopted by the Board of Directors of the * Registrant and the Plan's Administrative Committee with respect to benefits payable under the Registrant's Supplemental Executive Retirement Plan to Alan T. Dickson and R. Stuart Dickson, incorporated herein by reference to Exhibit 10.3 of the Registrant's Annual Report on Form 10-K for the fiscal year ended September 29, 1991 (Commission File No. 1-6905). **
10.4 Deferred Compensation Plan for Key Employees of * Ruddick Corporation and subsidiaries, as amended and restated, incorporated herein by reference to Exhibit 10.5 of the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 1990 (Commission File No. 1-6905). **
10.5 1982 Incentive Stock Option Plan, incorporated herein * by reference to Exhibit 10.5 of the Registrant's Annual Report on Form 10-K for the year ended October 2, 1994 (Commission File No. 1-6905). **
10.6 1988 Incentive Stock Option Plan, incorporated herein * by reference to Exhibit 10.6 of the Registrant's Annual Report on Form 10-K for the year ended October 2, 1994 (Commission File No. 1-6905). **
10.7 1993 Incentive Stock Option and Stock Appreciation * Rights Plan, incorporated herein by reference to Exhibit 10.7 of the Registrant's Annual Report on Form 10-K for the fiscal year ended October 3, 1993 (Commission File No. 1-6905). **
10.8 Description of the Registrant's Long Term Key * Management Incentive Program, incorporated herein by reference to Exhibit 10.7 of the Registrant's Annual Report on Form 10-K for the fiscal year ended September 29, 1991 (Commission File No. 1-6905). ** Exhibit No. (per Item 601 Sequential of Reg. S-K Description of Exhibit Page No. - ----------- ---------------------- --------
10.9 Ruddick Corporation Irrevocable Trust for the Benefit of * Participants in the Long Term Key Management Incentive Program, incorporated herein by reference to Exhibit 10.9 of the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 1990 (Commission File No. 1-6905).**
10.10 Rights Agreement dated November 15, 1990 by and between * the Registrant and Wachovia Bank of North Carolina, N.A., incorporated herein by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K dated November 21, 1990 (Commission File No. 1-6905).
10.11 Ruddick Corporation Senior Officers Insurance Program Plan * Document and Summary Plan Description, incorporated herein by reference to Exhibit 10.10 of the Registrant's Annual Report on Form 10-K for the fiscal year ended September 27, 1992 (Commission File No. 1-6905).**
11 Statement Regarding the Computation of Per Share Earnings.
13 Ruddick Corporation 1995 Annual Report to Shareholders (consolidated financial statements on pages 20 to 32 and sections headed "Management's Discussion and Analysis of Financial Condition and Results of Operations" (pages 16 to 19) and "Eleven-Year Financial and Operating Summary" (pages 12 to 13) only).
21 List of Subsidiaries of the Registrant.
23 Consent of Independent Public Accountants.
27 Financial Data Schedule. (For SEC Use Only)
- -------------- * Incorporated by reference. ** Indicates management contract or compensatory plan required to be filed as an exhibit.