U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Ruddick Corporation
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(Name of Issuer)
Common Stock (No Par Value)
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(Title of Class of Securities)
781258108
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(CUSIP Number)
December 31, 2011
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 781258108
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1) Names of Reporting Persons
Fiduciary Counselors Inc.
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2) Check The Appropriate Box If a Member of a Group (See Instructions)
(A) [ ]
(B) [ ]
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3) SEC Use Only
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4) Citizenship or Place of Organization
Delaware
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Number of Shares Beneficially Owned by Each Reporting Person With:
5) Sole Voting Power
0
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6) Shared Voting Power
0
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7) Sole Dispositive Power
0
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8) Shared Dispositive Power
3,319,600
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9) Aggregate Amount Beneficially Owned by Each Reporting Person
3,319,600
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10) Check If the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
[ ]
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11) Percent of Class Represented by Amount in Row (9)
6.7%
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12) Type of Reporting Person (See Instructions)
IA
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Item 1. (a) Name of Issuer:
Ruddick Corporation
(b) Address of Issuer's Principal Executive Offices:
301 South Tryon Street, Suite 1800
Charlotte, North Carolina 28202
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Item 2. (a) Name of Person Filing:
Fiduciary Counselors Inc.
(b) Address of Principal Business Office or, if none, Residence:
700 12th Street NW, Suite 700
Washington, D.C. 20005
(c) Citizenship:
This Schedule 13G is being filed by Fiduciary Counselors Inc.,
a Delaware corporation.
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
781258108
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Item 3. If this statement is being filed pursuant to Rule 13d-1(b) or (c),
or 13d-2(b), check whether the person filing is:
(a) [ ] Broker or dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance company as defined in section 3(a)(19) of the
Act
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940
(e) [X] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E)
(f) [ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F)
(g) [ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(ii)(G)
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940
(j) [ ] Group, in accordance with 13d-1(b)(1)(ii)(J)
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Item 4. Ownership:
(a) Amount Beneficially Owned: 3,319,600*
(b) Percent of Class: 6.7%
(c) Number of Shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or
direct the disposition of: 0
(iv) Shared power to dispose or
direct the disposition of: 3,319,600*
*See Attachment A
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Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities check the following
[ ]
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Item 6. Ownership of More than Five Percent on Behalf of Another Person:
N/A
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Item 7. Identification and Classification of the Subsidiary which Acquired
the Security Being Reported on By the Parent Holding Company
N/A
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Item 8. Identification and Classification of Members of the Group
N/A
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Item 9. Notice of Dissolution of Group
N/A
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Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
FIDUCIARY COUNSELORS INC.
By: /s/ Jack Miller
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Title: President & Chief Financial Officer
Date: February 14, 2012
ATTACHMENT A
This Schedule 13G is being filed by Fiduciary Counselors Inc. ("FC") in its
capacity as independent fiduciary, pursuant to appointment by Ruddick
Corporation (the "Company") to manage the Company's Retirement and
Savings Plan (the "Plan"), which appointment became effective in September
2008. FC was engaged, among other things, to monitor the Company's financial
condition to determine, in FC's sole discretion, whether holding the Company's
stock by the Plan is no longer consistent with the Employee Retirement Income
Security Act of 1974, as amended, and, if so, to determine when and in what
manner to liquidate the Plan's holdings in Company Stock.
FC disclaims beneficial ownership of the 3,319,600 shares of the Company's
Common Stock pursuant to Rule 13d-4 under the Securities Exchange Act of
1934 (the "Exchange Act"). The filing of this Schedule 13G should not be
construed as an admission that FC is, for purposes of Section 13(d) or 13(g) of
the Exchange Act, the beneficial owner of the shares of Common Stock covered
by this Schedule 13G. This Schedule 13G is filed by FC with respect to Common
Stock held in the Plan on behalf of participants in the Plan solely as a result
of the appointment by the Company of FC as independent fiduciary, as described
above. FC does not have any economic interest in the shares of Common Stock
held by the Plan. The Plan participant has the power to direct the disposition
of its shares of Common Stock held in the participant's account, and direct the
receipt of dividends from, or the proceeds from the sale of, the shares of
Common Stock held in such participant's account (subject to the fiduciary
powers of FC as described above). Furthermore, each such participant has sole
voting power over the Common Stock held in such participant's account. To the
knowledge of FC, (i) no such participant has any of the foregoing rights with
respect to more than five percent of the class of securities identified in
Item 2(d) and (ii) there is no agreement or understanding among such persons to
act together for purposes of acquiring, holding, voting or disposing of any
such shares.