-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WsrRQPc9xVSJL8KAB+BTADN4TzG7Ob3qEru9B0Z1AUi8vA+fMPhyCES0qF3h0Aml 0BaS5Ec5A3iAIc85meA/xg== 0000901575-96-000002.txt : 20030213 0000901575-96-000002.hdr.sgml : 20030213 19960222151800 ACCESSION NUMBER: 0000901575-96-000002 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960222 SROS: NONE GROUP MEMBERS: A DANO DAVIS, ROBERT D DAVIS, CHARLES P STEPHENS GROUP MEMBERS: A DARIUS DAVIS, DDI INC, T WAYNE DAVIS GROUP MEMBERS: DAVIS A DARIUS/JED/DDI/TWD/ADD/RDD/CPS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WINN DIXIE STORES INC CENTRAL INDEX KEY: 0000107681 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 590514290 STATE OF INCORPORATION: FL FISCAL YEAR END: 0627 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32516 FILM NUMBER: 96524176 BUSINESS ADDRESS: STREET 1: 5050 EDGEWOOD CT CITY: JACKSONVILLE STATE: FL ZIP: 32205 BUSINESS PHONE: 9047835000 MAIL ADDRESS: STREET 1: P O BOX B CITY: JACKSONVILLE STATE: FL ZIP: 32202 FORMER COMPANY: FORMER CONFORMED NAME: WINN & LOVETT GROCERY INC DATE OF NAME CHANGE: 19710927 FORMER COMPANY: FORMER CONFORMED NAME: WINN & LOVETT GROCERY CO DATE OF NAME CHANGE: 19671119 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DAVIS A DARIUS/JED/DDI/TWD/ADD/RDD/CPS CENTRAL INDEX KEY: 0000901575 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 592448386 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: PO BOX 2088 CITY: JACKSONVILLE STATE: FL ZIP: 32203 BUSINESS PHONE: 9047835314 SC 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8 ) Winn-Dixie Stores, Inc. ------------------------------------------- (Name of Issuer) COMMON STOCK ------------------------------ (Title of Class of Securities) 974280 10 9 -------------- (CUSIP Number) Check the following box if a fee is being paid with this statement ( ). 1. NAME OF REPORTING PERSON/S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON A. Darius Davis - SS# ###-##-#### 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ X ] (b)[ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Florida - United States 5. SOLE VOTING POWER NUMBER OF -0- SHARES BENEFICIALLY 6. SHARED VOTING POWER OWNED BY -0- EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON -0- WITH 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES None Excluded 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW-9 -0- 12. TYPE OF REPORTING PERSON IN Item 1. (a) Name of Issuer: WINN-DIXIE STORES, INC. (b) Address of Issuer's Principal Executive Offices: 5050 Edgewood Ct., Jacksonville, FL 32254-3699 Item 2. (a) Name of Person Filing A. Darius Davis (b) Address of Principal Business Office or, if none, Residence: 5050 Edgewood Ct., Jacksonville, FL 32254-3699 (c) Citizenship: Florida - United States (d) Title of Class of Securities: COMMON STOCK (e) CUSIP Number: 974280 10 9 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: (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 (e) ___Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 (f) ___Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund: see S24O.13d-l(b)(ii)(F) (g) ___Parent Holding Company, in accordance with S240.13d-l(b)(ii)(G) (Note: See Item 7) (h) Group, in accordance with S240.13d-1(b)ii)(G) Statement filed pursuant to Rule 13d-1(c) Item 4. Ownership The following ownership information is provided as of December 3l, 1995. The reporting person does not have any current right to acquire additional shares as such right is defined in Rule 13(d)(1). (a) Amount Beneficially Owned -0- (b) Percent of Class -0- (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote -0- (ii) shared power to vote or to direct the vote -0- (iii)sole power to dispose or to direct the disposition of -0- (iv) shared power to dispose or to direct the disposition of -0- 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 ( x ). A. Darius Davis deceased on June 11, 1995. Item 6. Ownership of More than Five Percent on Behalf of Another Person. None Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. N/A Item 8. Identification and Classification of Members of the Group. See Exhibit I for the identity of the group members filing this schedule pursuant to Rule 13d-(c). Item 9. Notice of Dissolution of Group N/A Item 10. Certification N/A 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. February 12, 1996 Date /S/ Robert D. Davis Signature For Estate of A. Darius Davis By: Robert D. Davis Personal Representative 1. NAME OF REPORTING PERSON/S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON D.D.I., Inc. - TI# 59-2448386 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ X ] (b)[ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Florida - United States 5. SOLE VOTING POWER NUMBER OF 43,787,332 SHARES BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 41,848 EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON 43,787,332 WITH 8. SHARED DISPOSITIVE POWER 41,848 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 43,829,180 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES None Excluded 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW-9 28.7% 12. TYPE OF REPORTING PERSON CO Item 1. (a) Name of Issuer: WINN-DIXIE STORES, INC. (b) Address of Issuer's Principal Executive Offices: 5050 Edgewood Ct., Jacksonville, FL 32254-3699 Item 2. (a) Name of Person Filing: D.D.I, Inc. (b) Address of Principal Business Office or, if none, Residence: 5050 Edgewood Ct., Jacksonville, FL 32254-3699 (c) Citizenship: Florida - United States (d) Title of Class of Securities: COMMON STOCK (e) CUSIP Number: 974280 10 9 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: (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 (e) ___Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 (f) ___Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund: see S24O.13d-l(b)(ii)(F) (g) ___Parent Holding Company, in accordance with S240.13d-l(b)(ii)(G) (Note: See Item 7) (h) Group, in accordance with S240.13d-1(b)ii)(G) Statement filed pursuant to Rule 12d-1(c). Item 4. Ownership The following ownership information is provided as of December 31, 1995. The reporting person does not have any current right to acquire additional shares as such right is defined in Rule 13(d)(1). (a) Amount Beneficially Owned 43,829,180 (b) Percent of Class 28.7% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 43,737,332 (ii) shared power to vote or to direct the vote 41,848 (iii)sole power to dispose or to direct the disposition of 43,787,332 (iv) shared power to dispose or to direct the disposition of 41,848 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 ( ). N/A Item 6. Ownership of More than Five Percent on Behalf of Another Person. See Item 7 below and Exhibit I hereto. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company On November 27, 1995, in connection with the formation of DAVFAM, Ltd. ("DAVFAM"), a limited partnership, and SIVAD Investors, L.L.C. ("SIVAD"), D.D.I., Inc. and Estuary Corporation contributed 30,000,000 shares and 3,000,000 shares, of the issuer's common stock (adjusted for a two-for-one split on November 30, 1995), respectively, to DAVFAM and SIVAD. Of such shares, DAVFAM received 32,670,000 and SIVAD received 330,000. Further, on the same date, SIVAD contributed the 330,000 shares it received to DAVFAM in exchange for a 1% partnership interest. As a result of such transactions, DAVFAM holds 21.6% of the issuer's shares and the following ownership percentages of DAVFAM and SIVAD exist: DAVFAM Ltd. SIVAD 1.00% general partner D,D.I., Inc. 89.92% limited partner Estuary Corporation 9.08% limited partner SIVAD Investors, L.L.C. D.D.I., Inc. 99.00% Estuary Corporation 1.00% All of the shares held by DAVFAM are reported by D.D.I., Inc. in Item 4 above. Item 8. Identification and Classification of Members of the Group. See Exhibit I for the identity of the group members filing this schedule pursuant to Rule 13d-1(c). Item 9. Notice of Dissolution of Group N/A Item 10. Certification N/A 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. February 12, 1996 Date D.D.I., Inc. By: /S/ H. Jay Skelton Signature H. Jay Skelton, President Name/Title 1. NAME OF REPORTING PERSON/S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON T. Wayne Davis - SS# ###-##-#### 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ X ] (b)[ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Florida - United States 5. SOLE VOTING POWER NUMBER OF 712,390 SHARES BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 45,311,098 EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON 712,390 WITH 8. SHARED DISPOSITIVE POWER 45,311,098 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 46,023,488 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES None Excluded 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW-9 30.1% 12. TYPE OF REPORTING PERSON IN Item 1. (a) Name of Issuer: WINN-DIXIE STORES, INC. (b) Address of Issuer's Principal Executive Offices: 5050 Edgewood Ct., Jacksonville, FL 32254-3699 Item 2. (a) Name of Person Filing: T. Wayne Davis (b) Address of Principal Business Office or, if none, Residence: 1910 San Marco Blvd., Jacksonville, FL 32207 (c) Citizenship: Florida - United States (d) Title of Class of Securities: COMMON STOCK (e) CUSIP Number: 974280 10 9 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: (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 (e) ___Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 (f) ___Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund: see S24O.13d-l(b)(ii)(F) (g) ___Parent Holding Company, in accordance with S240.13d-l(b)(ii)(G) (Note: See Item 7) (h) Group, in accordance with S240.13d-1(b)ii)(G) Statement filed pursuant to Rule 13d-1(c). Item 4. Ownership The following ownership information is provided as of December 31, 1995. The reporting person does not have any current right to acquire additional shares as such right is defined in Rule 13(d)(1). (a) Amount Beneficially Owned 46,023,488 (b) Percent of Class 30.1% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 712,390 (ii) shared power to vote or to direct the vote 45,311,098 (iii)sole power to dispose or to direct the disposition of 712,390 (iv) shared power to dispose or to direct the disposition of 45,311,098 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 ( ). N/A Item 6. Ownership of More than Five Percent on Behalf of Another Person. See Item 7 as reported by D.D.I., Inc. herein and Exhibit I hereto. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. N/A Item 8. Identification and Classification of Members of the Group. See Exhibit I for the identity of the group members filing this schedule pursuant to Rule 13d-1(c). Item 9. Notice of Dissolution of Group N/A Item 10. Certification N/A 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. February 12, 1996 Date /S/ H. Jay Skelton Signature T. Wayne Davis, Director By: H. Jay Skelton,Attorney-in-Fact Name/Title 1. NAME OF REPORTING PERSON/S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON A. Dano Davis - SS# ###-##-#### 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ X ] (b)[ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Florida - United States 5. SOLE VOTING POWER NUMBER OF 3,571,752 SHARES BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 46,584,159 EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON 3,571,572 WITH 8. SHARED DISPOSITIVE POWER 46,584,159 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,155,911 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES None Excluded 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW-9 32.8% 12. TYPE OF REPORTING PERSON IN Item 1. (a) Name of Issuer: WINN-DIXIE STORES, INC. (b) Address of Issuer's Principal Executive Offices: 5050 Edgewood Ct., Jacksonville, FL 32254-3699 Item 2. (a) Name of Person Filing: A. Dano Davis (b) Address of Principal Business Office or, if none, Residence: 5050 Edgewood Ct., Jacksonville, FL 32254-3699 (c) Citizenship: Florida - United States (d) Title of Class of Securities: COMMON STOCK (e) CUSIP Number: 974280 10 9 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: (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 (e) ___Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 (f) ___Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund: see S24O.13d-l(b)(ii)(F) (g) ___Parent Holding Company, in accordance with S240.13d-l(b)(ii)(G) (Note: See Item 7) (h) Group, in accordance with S240.13d-1(b)ii)(G) Statement filed pursuant to Rule 13d-1(c). Item 4. Ownership The following ownership information is provided as of December 31, 1995. The reporting person does not have any current right to acquire additional shares as such right is defined in Rule 13(d)(1). (a) Amount Beneficially Owned 50,155,911 (b) Percent of Class 32.8% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 3,571,752 (ii) shared power to vote or to direct the vote 46,584,159 (iii)sole power to dispose or to direct the disposition of 3,571,572 (iv) shared power to dispose or to direct the disposition of 46,584,159 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 ( ). N/A Item 6. Ownership of More than Five Percent on Behalf of Another Person. See Item 7 as reported by D.D.I., Inc. herein and Exhibit I hereto. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. N/A Item 8. Identification and Classification of Members of the Group. See Exhibit I for the identity of the group members filing this schedule pursuant to Rule 13d-1(c). Item 9. Notice of Dissolution of Group N/A Item 10. Certification N/A 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. February 12, 1996 Date /S/ H. Jay Skelton Signature A. Dano Davis, Director By: H. Jay Skelton, Attorney-in-Fact Name/Title 1. NAME OF REPORTING PERSON/S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Robert D. Davis - SS# ###-##-#### 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ X ] (b)[ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Florida - United States 5. SOLE VOTING POWER NUMBER OF 628,200 SHARES BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 47,526,314 EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON 628,200 WITH 8. SHARED DISPOSITIVE POWER 47,526,314 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 48,154,514 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES None Excluded 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW-9 31.5% 12. TYPE OF REPORTING PERSON IN Item 1. (a) Name of Issuer: WINN-DIXIE STORES, INC. (b) Address of Issuer's Principal Executive Offices: 5050 Edgewood Ct., Jacksonville, FL 32254-3699 Item 2. (a) Name of Person Filing: Robert D. Davis (b) Address of Principal Business Office or, if none, Residence: 5050 Edgewood Ct., Jacksonville, FL 32254-3699 (c) Citizenship: Florida - United States (d) Title of Class of Securities: COMMON STOCK (e) CUSIP Number: 974280 10 9 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: (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 (e) ___Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 (f) ___Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund: see S24O.13d-l(b)(ii)(F) (g) ___Parent Holding Company, in accordance with S240.13d-l(b)(ii)(G) (Note: See Item 7) (h) Group, in accordance with S240.13d-1(b)ii)(G) Statement filed pursuant to Rule 13d-1(c). Item 4. Ownership The following ownership information is provided as of December 31, 1995. The reporting person does not have any current right to acquire additional shares as such right is defined in Rule 13(d)(1). (a) Amount Beneficially Owned 48,154,514 (b) Percent of Class 31.5% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 628,200 (ii) shared power to vote or to direct the vote 47,526,314 (iii)sole power to dispose or to direct the disposition of 628,200 (iv) shared power to dispose or to direct the disposition of 47,526,314 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 ( ). N/A Item 6. Ownership of More than Five Percent on Behalf of Another Person. See Item 7 as reported by D.D.I., Inc. herein and Exhibit I hereto. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. N/A Item 8. Identification and Classification of Members of the Group. See Exhibit I for the identity of the group members filing this schedule pursuant to Rule 13d-1(c). Item 9. Notice of Dissolution of Group N/A Item 10. Certification N/A 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. February 12, 1996 Date /S/ H. Jay Skelton Signature Robert D. Davis, Director By: H. Jay Skelton, Attorney-in-Fact Name/Title 1. NAME OF REPORTING PERSON/S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Charles P. Stephens - SS# ###-##-#### 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ X ] (b)[ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Georgia - United States 5. SOLE VOTING POWER NUMBER OF 233,168 SHARES BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 45,853,128 EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON 233,168 WITH 8. SHARED DISPOSITIVE POWER 45,853,128 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 46,086,296 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES. None Excluded 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW-9 30.2% 12. TYPE OF REPORTING PERSON IN Item 1. (a) Name of Issuer: WINN-DIXIE STORES, INC. (b) Address of Issuer's Principal Executive Offices: 5050 Edgewood Ct., Jacksonville, FL 32254-3699 Item 2. (a) Name of Person Filing: Charles P. Stephens (b) Address of Principal Business Office or, if none, Residence: P. O. Box 2100, Peachtree City, GA 30269 (c) Citizenship: Georgia - United States (d) Title of Class of Securities: COMMON STOCK (e) CUSIP Number: 974280 10 9 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: (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 (e) ___Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 (f) ___Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund: see S24O.13d-l(b)(ii)(F) (g) ___Parent Holding Company, in accordance with S240.13d-l(b)(ii)(G) (Note: See Item 7) (h) Group, in accordance with S240.13d-1(b)ii)(G) Statement filed pursuant to Rule 13d-1(c). Item 4. Ownership The following ownership information is provided as of December 31, 1995. The reporting person does not have any current right to acquire additional shares as such right is defined in Rule 13(d)(1). (a) Amount Beneficially Owned 46,086,296 (b) Percent of Class 30.2% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 233,168 (ii) shared power to vote or to direct the vote 45,853,128 (iii)sole power to dispose or to direct the disposition of 233,168 (iv) shared power to dispose or to direct the disposition of 45,853,128 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 ( ). N/A Item 6. Ownership of More than Five Percent on Behalf of Another Person. See Item 7 as reported by D.D.I., Inc. herein and Exhibit I hereto. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. N/A Item 8. Identification and Classification of Members of the Group. See Exhibit I for the identity of the group members filing this schedule pursuant to Rule 13d-1(c). Item 9. Notice of Dissolution of Group. N/A Item 10. Certification N/A 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. February 12, 1996 Date /S/ H. Jay Skelton Signature Charles P. Stephens, Director By: H. Jay Skelton, Attorney-in-Fact Name/Title
DECEMBER 31, 1995 Exhibit I OWNERS OF 5% OR MORE OF OUTSTANDING SHARES SOLE VOTING AND DISPOSITIVE POWER ---------------------------------- Other Shared Voting Family and T. A. ROBERT CHARLES Members Dispositive Power Total WAYNE DANO D. P. DDI, Owning ------------------------- No. of DAVIS DAVIS DAVIS STEPHENS INC. Less than Other Than DDI & DAVFAM OWNER (***) Shares (**) <"TWD"> <"DANO"> <"RDD"> <"CPS"> <"DDI"> 5% DDI & DAVFAM (*) _____________________ ___________ ________ __________ ________ ________ ___________ __________ ____________ ____________ DAVFAM, LTD. 33,000,000 (A) 33,000,000 33,000,000 D. D. I., INC. 10,787,332 (B) 10,787,332 10,787,332 ESTUARY CORPORATION 933,332 (C) 933,332 ADSONS, INC. 2,041,332 (D) 2,041,332 ADFAM PARTNERS, LTD. 397,610 (E) 397,610 AMERICAN HERITAGE LIFE 41,848 (F) 41,848 SPANISH GRANT ESTATES, 40,000 (G) 40,000 ADD TRUST ESTATE 197,220 (H) 197,220 ADFAM CHARITIES, INC. 30,252 (I) 30,252 ADFAM CHARITIES, INC. 600 600 ADD FAMILY 127,808 127,808 ADD'S WIDOW 134,428 134,428 RDD FAMILY AND TRUSTS 430,980 (J) 430,980 RDD GRANDCHILDREN'S TR 3,560 (K) 3,560 JED FAMILY 302,686 (L) 302,686 JED - WD CHARITIES, IN 35,572 (I) 35,572 FND, LTD. 1,111,472 (M) 1,111,472 DANO TRUST 942,540 (N) 942,540 DANO TRUST REMAINDER I 1,800 1,800 DANO FAMILY 333,240 (O) 55,234 278,006 DANO TRUSTEE - JED FAM 1,346,133 (P) 487,374 858,759 DANO TRUSTEE - MAD FAM 355,302 (Q) 355,302 M.S. VARNEDOE AGENCY A 35,552 (R) 35,552 VD - WD CHARITIES, INC 1,224,356 (I) 1,224,356 VD - WD CHARITIES, INC 2,984 2,984 MAD TRUST FOR WIDOW 1,037,880 (S) 1,037,880 MAD'S WIDOW'S TRUST 761,350 (T) 761,350 MAD'S DAUGHTER'S TRUST 679,296 (U) 679,296 MAD'S DAUGHTER'S TRUST 249,882 (V) 249,882 MAD FAMILY 469,012 (W) 469,012 CPS FAMILY 1,029,776 (X) 233,168 796,608 TWD INDIVIDUALLY & REV 231,723 (Y) 231,723 TWD FAMILY 761,235 (Z) 477,921 52,736 230,578 OTHER FAMILY MEMBERS O 1,812,122 (AA) 1,812,122 TWD - WD CHARITIES, IN 24,000 (I) 24,000 TWD-WD CHARITIES-PROFI 1,000 1,000 TWD, DDI PROFIT SHARIN 1,346 1,346 TWD, KEOGH PLAN 400 400 ----------- 60,916,961 712,390 3,571,752 628,200 233,168 43,787,332 5,666,312 6,317,807 43,787,332 =========== ======== ========== ======== ======== =========== ========== ============ ============ Percent of Class 39.90% 0.47% 2.34% 0.41% 0.15% 28.68% 3.71% 4.14% 28.68% (*) Not included in totals. (**) All share figures have been adjusted to reflect a two-for-one stock split on November 30, 1995. (***) References to ADD, JED and MAD pertain to A. Darius Davis, James E. Davis and M. Austin Davis, respectively. ADD, JED, MAD and Tine W. Davis <"Tine">, all of which were brothers and the founders of the issuer, are deceased. RDD, DANO, TWD and CPS are the son of ADD, son of JED, son of Tine, and son-in-law of MAD, respectively.
Exhibit 1 Cont. (A) Limited partnership of which SIVAD Investors, LLC, a Limited Liability Corporation owned 99% by DDI and 1% by Estuary Corporation, is a 1% general partner, DDI is a 89.92% limited partner and Estuary Corporation is a 9.08% limited partner. (B) D.D.I., Inc. <"DDI"> is a private corporation which is owned by entities and individual members of the Davis family. The voting and dispositive power of DDI is as follows: Voting and Dispositive Power Percentage RDD - includes (B)(1) 23.19% TWD - includes (B)(2) 22.85% DANO- includes (B)(3) 29.62% Sandra Davis Stephens <"SDS"> - (B)(4) 8.85% Aggregate holdings of all other members of the Davis Family, none of whom have voting and dispositive power of 5.00% or more of the outstanding shares of DDI. 15.49% (1) Includes DDI shares held by trusts for the benefit of RDD and his children of which RDD is sole trustee and ADFAM Partners, Ltd. (see note (E)), which holds 18.86% of DDI's shares. RDD disclaims any beneficial interest in DDI shares which aggregate .96% held by trusts for the benefit of his daughters. (2) Includes DDI shares held by TWD as custodian for his daughter, TWD's wife and trusts of which TWD is sole or co-trustee and he, his mother, his sisters and other family members are beneficiaries. TWD disclaims beneficial interest in DDI shares which aggregate 18.75% and which are held by TWD as custodian, his wife or trusts for the benefit of his children, mother, sisters or sisters' children. (3) Includes DDI shares held by Estuary Corporation and FND, Ltd. (see notes (C) and (M)). Also includes DDI shares held by DANO's wife and trusts for the benefit of DANO, his mother, his children, his sister, his sister's children, his mother-in-law, MAD's daughter and MAD's daughter's children, of which DANO is sole or co-trustee. DANO disclaims beneficial interest in shares held directly or indirectly by trusts for the benefit of his sister, his sister's children, MAD's daughter or MAD's daughter's children which aggregate 3.76% of DDI's shares. (4) Includes DDI shares held by trusts of which SDS, wife of CPS, is co-trustee and SDS, her children, her sisters, her sisters' children and her mother are beneficiaries, and by SDS individually or as custodian for her children. CPS is co-trustee with SDS of certain of such trusts which, in the aggregate, hold 3.2% of DDI's shares. SDS discaims beneficial interest in DDI shares which aggregate 5.09% and which are held by trusts for the benefit of her children, her sisters, her sisters' children and her mother or by SDS as custodian for her children. (C) Corporation owned by DANO's wife and trusts for the benefit of DANO, his mother, his children, his sister or his sister's children. As to the Shares held by Estuary corporation, DANO has sole voting and dispositive power. (D) Corporation owned 100% by ADFAM (see note (E)). (E) Limited partnership of which ADD Trust (see note (H)) is a 1% general and 89.01% limited partner. RODA Trust, a revocable trust of which RDD is sole trustee and beneficiary, is a 3.99% limited partner and a corporation of which RODA Trust is a 50% shareholder is a 1% general partner. (F) American Heritage Life Investment Corporation, <"AHL">, which holds 100,000 shares of Winn-Dixie Stores,Inc. common stock, is 41.85% owned by Davis entities of which ownership percentage, DDI, Estuary Corporation, FND, Ltd. and ADFAM account for 30.28%, 8.74%, .28% and .17%, respectively. Of the remaining 2.38%, which is held by various trusts, individuals and entities for the benefit of family members, DANO, RDD, TWD and CPS have sole or shared voting power for 1.15%, .10%, .38% and .12%, respectively. (G) Corporation owned 50.1% by a trust of which DANO is trustee and beneficiary and 49.9% by a trust of which he and his sister are co-trustees and his sister is the beneficiary. (H) Trust which is included in the Estate of A. Darius Davis. RDD is one of the beneficiaries of such estate and he has authority to replace the current trustee, who is not a family member. (I) Private charitable foundation. (J) Trusts of which RDD is sole trustee and RDD and his children are beneficiaries, and his wife individually. (K) Trusts FBO grandchildren of RDD of which a non-family party is trustee. (L) Irrevocable trusts of which DANO's sister or her son are trustees and her children and grandchildren are beneficiaries and DANO's sister's children, grandchildren and her children's spouses, individually or as custodians. (M) Limited partnership of which Estuary Corporation is a 1.04% general partner and trusts of which DANO is sole trustee or co-trustee with his sister and he or she are beneficiaries hold aggregate limited partnership interests of 96.61%. (N) Revocable trust of which DANO is sole trustee and beneficiary. (O) Irrevocable trusts of which DANO is sole or co-trustee and he, his children and his mother-in-law are beneficiaries and DANO's wife and son, individually. (P) Trusts of which DANO is sole trustee or co-trustee with his sister, and his mother, his sister and her children are the beneficiaries. (Q) Irrevocable trusts of which DANO is a co-trustee and MAD's daughter and her children are the beneficiaries. (R) Revocable trust of which DANO's mother-in-law is sole beneficiary and trustee. (S) Irrevocable trust of which MAD's daughter and a non-family party are co-trustees and MAD's widow is the beneficiary. (T) Revocable trust of which MAD's widow is sole trustee and beneficiary. (U) Irrevocable trusts of which two non-family parties are co-trustees and MAD's daughter and her children are beneficiaries. (V) A Revocable trust of which MAD's daughter is sole trustee and beneficiary. (W) MAD's children and grandchildren, individually or as custodian. (X) Irrevocable trusts of which CPS is sole trustee or co-trustee with his wife and his wife and children are beneficiaries, CPS and CPS' wife, individually and his wife as custodian for his children. (Y) TWD individually and a revocable trust of which TWD is sole trustee and beneficiary. (Z) Irrevocable trusts of which TWD is sole or co-trustee and TWD, his sisters and other family members are beneficiaries and TWD, his wife, his children and his son-in-law, as custodian or individually. (AA) Revocable trust of TWD's mother of which she is sole trustee and beneficiary, and TWD's sisters and other family members, individually. -----END PRIVACY-ENHANCED MESSAGE-----