-----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, CneK1HBjQa+HOHDCSOEXy78Kbw2zzGJIzIOyj0XMSz034Vs7WpMC8+XBuzy6v7bR Z+Z8vXy7apxw5E901Bijzg== 0000919607-00-000141.txt : 20000215 0000919607-00-000141.hdr.sgml : 20000215 ACCESSION NUMBER: 0000919607-00-000141 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000214 GROUP MEMBERS: D D I INC ET AL GROUP MEMBERS: DAVFAM/SIVAD II/DAVFAM II/DFS TRUST/SFC GROUP MEMBERS: RDD/TWD/DANO/CPS/DDI/SIVAD 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: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-32516 FILM NUMBER: 540711 BUSINESS ADDRESS: STREET 1: 5050 EDGEWOOD CT CITY: JACKSONVILLE STATE: FL ZIP: 32224 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: D D I INC ET AL CENTRAL INDEX KEY: 0000901575 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 592448386 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: PO BOX 2088 CITY: JACKSONVILLE STATE: FL ZIP: 32203 BUSINESS PHONE: 9047835314 FORMER COMPANY: FORMER CONFORMED NAME: DAVIS A DARIUS/JED/DDI/TWD/ADD/RDD/CPS DATE OF NAME CHANGE: 19930421 SC 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 12 ) 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 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 47,873,468 SHARES BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 0 EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON 47,873,468 WITH 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 47,873,468 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 32.75% 12. TYPE OF REPORTING PERSON CO page 2 of 48 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: 4310 Pablo Oaks Court, Jacksonville, FL 32224 (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 Section 24O.13d-l(b)(ii)(F) (g) ___Parent Holding Company, in accordance with Section 240.13d-l(b)(ii)(G) (Note: See Item 7) (h) Group, in accordance with Section 240.13d-1(b)ii)(H) Statement filed pursuant to Rule 12d-1(c). Item 4. Ownership The following ownership information is provided as of December 31, 1999. The reporting person has the right to acquire additional shares as such right is defined in Rule 13(d)(1). Such shares are included in this Item 4 and are disclosed in Note (A) to Exhibit I hereto. page 3 of 48 (a) Amount Beneficially Owned 47,873,468 (b) Percent of Class 32.75% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 47,873,468 (ii) shared power to vote or to direct the vote 0 (iii) sole power to dispose or to direct the disposition of 47,873,468 (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 ( ). 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 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 page 4 of 48 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. 2/7/00 ----------------------------- Date D.D.I., Inc. By: /s/ H. J. Skelton ----------------- Signature H. J. Skelton, President ------------------------ Name/Title page 5 of 48 1. NAME OF REPORTING PERSON/S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Davis Family Special Trust 2000- TI# 58-6404089 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)( X ) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Georgia - United States 5. SOLE VOTING POWER NUMBER OF 56,886,565 SHARES BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 0 EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON 56,886,565 WITH 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 56,886,565 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 38.92% 12. TYPE OF REPORTING PERSON OO page 6 of 48 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: Davis Family Special Trust 1999 (b) Address of Principal Business Office or, if none, Residence: 3060 Peachtree Road, Suite 920, Atlanta, GA 30305 (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 Section 24O.13d-l(b)(ii)(F) (g) ___Parent Holding Company, in accordance with Section 240.13d-l(b)(ii)(G)(Note: See Item 7) (h) Group, in accordance with Section 240.13d-1(b)ii)(H) Statement filed pursuant to Rule 12d-1(c). Item 4. Ownership The following ownership information is provided as of December 31, 1999. The reporting person does not have any current right to acquire additional shares as such right is defined in Rule 13(d)(1). page 7 of 48 (a) Amount Beneficially Owned 56,886,565 (b) Percent of Class 38.92% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 56,886,565 (ii) shared power to vote or to direct the vote 0 (iii)sole power to dispose or to direct the disposition of 56,886,565 (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 ( ). N/A Item 6. Ownership of More than Five Percent on Behalf of Another Person. N/A 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 page 8 of 48 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. 2/7/00 ----------------------------- Date Davis Family Special Trust 2000 By: /s/ H. J. Skelton ----------------- Signature Stephen F. Carley, Trustee --------------------------- By: H. J. Skelton, Attorney-in-Fact* Name/Title *Power of Attorney previously filed with Form 3 for the Davis Family Special Trust 2000 dated December 16, 1999. page 9 of 48 1. NAME OF REPORTING PERSON/S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Stephen F. Carley - 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 56,886,565 SHARES BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 0 EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON 56,886,565 WITH 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 56,886,565 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 38.92% 12. TYPE OF REPORTING PERSON IN page 10 of 48 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: Stephen F. Carley (b) Address of Principal Business Office or, if none, Residence: 3060 Peachtree Road, Suite 920, Atlanta, GA 30305 (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 Section 24O.13d-l(b)(ii)(F) (g) ___Parent Holding Company, in accordance with Section 240.13d-l(b)(ii)(G)(Note: See Item 7) (h) Group, in accordance with Section 240.13d-1(b)ii)(H) Statement filed pursuant to Rule 12d-1(c). Item 4. Ownership The following ownership information is provided as of December 31, 1999. The reporting person does not have any current right to acquire additional shares as such right is defined in Rule 13(d)(1). page 11 of 48 (a) Amount Beneficially Owned 56,886,565 (b) Percent of Class 38.92% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 56,886,565 (ii) shared power to vote or to direct the vote 0 (iii) sole power to dispose or to direct the disposition of 56,886,565 (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 ( ). N/A Item 6. Ownership of More than Five Percent on Behalf of Another Person. N/A 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 page 12 of 48 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. 2/7/00 ------------------ Date By: /s/ H. J. Skelton ----------------- Signature Stephen F. Carley ----------------- By: H. J. Skelton, Attorney-in-Fact* Name/Title *Power of Attorney previously filed with Form 3 for Stephen F. Carley dated December 16, 1999. page 13 of 48 1. NAME OF REPORTING PERSON/S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SIVAD Investors, L.L.C. - TI# 76-0485018 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)( X ) (b)( ) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Texas - United States 5. SOLE VOTING POWER NUMBER OF 35,132,800 SHARES BENEFICIALLY 6. SHARED VOTING POWER OWNED BY -0- EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON 35,132,800 WITH 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,132,800 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 24.04% 12. TYPE OF REPORTING PERSON OO page 14 of 48 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: SIVAD Investors, L.L.C. (b) Address of Principal Business Office or, if none, Residence: 910 Louisiana, Suite 3431, Houston, TX 77002 (c) Citizenship: Texas - 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 Section 24O.13d-l(b)(ii)(F) (g) ___Parent Holding Company, in accordance with Section 240.13d-l(b)(ii)(G)(Note: See Item 7) (h) Group, in accordance with Section 240.13d-1(b)ii)(H) Statement filed pursuant to Rule 12d-1(c). Item 4. Ownership The following ownership information is provided as of December 31, 1999. The reporting person does not have any current right to acquire additional shares as such right is defined in Rule 13(d)(1). page 15 of 48 (a) Amount Beneficially Owned 35,132,800 (b) Percent of Class 24.04% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 35,132,800 (ii) shared power to vote or to direct the vote -0- (iii) sole power to dispose or to direct the disposition of 35,132,800 (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 ( ). N/A Item 6. Ownership of More than Five Percent on Behalf of Another Person. N/A 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 page 16 of 48 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. 2/7/00 --------------------- Date SIVAD Investors, L.L.C. By: /s/ H. J. Skelton ----------------- Signature H. J. Skelton, President ------------------------ Name/Title page 17 of 48 1. NAME OF REPORTING PERSON/S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DAVFAM, Ltd. - TI# 76-0485021 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)( X ) (b)( ) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Texas - United States 5. SOLE VOTING POWER NUMBER OF 35,132,800 SHARES BENEFICIALLY 6. SHARED VOTING POWER OWNED BY -0- EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON 35,132,800 WITH 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,132,800 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 24.04% 12. TYPE OF REPORTING PERSON PN page 18 of 48 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: DAVFAM, Ltd. (b) Address of Principal Business Office or, if none, Residence: 910 Louisiana, Suite 3431, Houston, TX 77002 (c) Citizenship: Texas - 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 Section 24O.13d-l(b)(ii)(F) (g) ___Parent Holding Company, in accordance with Section 240.13d-l(b)(ii)(G) (Note: See Item 7) (h) Group, in accordance with Section 240.13d-1(b)ii)(H) Statement filed pursuant to Rule 12d-1(c). Item 4. Ownership The following ownership information is provided as of December 31, 1999. The reporting person does not have any current right to acquire additional shares as such right is defined in Rule 13(d)(1). page 19 of 48 (a) Amount Beneficially Owned 35,132,800 (b) Percent of Class 24.04% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 35,132,800 (ii) shared power to vote or to direct the vote -0- (iii) sole power to dispose or to direct the disposition of 35,132,800 (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 ( ). N/A Item 6. Ownership of More than Five Percent on Behalf of Another Person. N/A 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 page 20 of 48 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. 2/7/00 ---------- Date DAVFAM, Ltd. By: /s/ H. J. Skelton ----------------- Signature By: SIVAD Investors, L.L.C. General Partner H. J. Skelton, President ------------------------ Name/Title page 21 of 48 1. NAME OF REPORTING PERSON/S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SIVAD Investors II, L.L.C. - TI# 76-0519076 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)( X ) (b)( ) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Texas - United States 5. SOLE VOTING POWER NUMBER OF 9,257,959 SHARES BENEFICIALLY 6. SHARED VOTING POWER OWNED BY -0- EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON 9,257,959 WITH 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,257,959 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 6.33% 12. TYPE OF REPORTING PERSON OO page 22 of 48 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: SIVAD Investors II, L.L.C. (b) Address of Principal Business Office or, if none, Residence: 910 Louisiana, Suite 3431, Houston, TX 77002 (c) Citizenship: Texas - 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 Section 24O.13d-l(b)(ii)(F) (g) ___Parent Holding Company, in accordance with Section 240.13d-l(b)(ii)(G) (Note: See Item 7) (h) Group, in accordance with Section 240.13d-1(b)ii)(H) Statement filed pursuant to Rule 12d-1(c). Item 4. Ownership The following ownership information is provided as of December 31, 1999. The reporting person does not have any current right to acquire additional shares as such right is defined in Rule 13(d)(1). page 23 of 48 (a) Amount Beneficially Owned 9,257,959 (b) Percent of Class 6.33% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 9,257,959 (ii) shared power to vote or to direct the vote -0- (iii) sole power to dispose or to direct the disposition of 9,257,959 (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 ( ). N/A Item 6. Ownership of More than Five Percent on Behalf of Another Person. N/A 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 page 24 of 48 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. 2/7/00 ---------- Date SIVAD Investors II, L.L.C. By: /s/ H. J. Skelton ----------------- Signature H. J. Skelton, President ------------------------ Name/Title page 25 of 48 1. NAME OF REPORTING PERSON/S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DAVFAM II, Ltd. - TI# 76-0519077 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)( X ) (b)( ) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Texas - United States 5. SOLE VOTING POWER NUMBER OF 9,257,959 SHARES BENEFICIALLY 6. SHARED VOTING POWER OWNED BY -0- EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON 9,257,959 WITH 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,257,959 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 6.33% 12. TYPE OF REPORTING PERSON PN page 26 of 48 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: DAVFAM II, Ltd. (b) Address of Principal Business Office or, if none, Residence: 910 Louisiana, Suite 3431, Houston, TX 77002 (c) Citizenship: Texas - 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 Section 24O.13d-l(b)(ii)(F) (g) ___Parent Holding Company, in accordance with Section 240.13d-l(b)(ii)(G)(Note: See Item 7) (h) Group, in accordance with Section 240.13d-1(b)ii)(H) Statement filed pursuant to Rule 12d-1(c). Item 4. Ownership The following ownership information is provided as of December 31, 1999. The reporting person does not have any current right to acquire additional shares as such right is defined in Rule 13(d)(1). page 27 of 48 (a) Amount Beneficially Owned 9,257,959 (b) Percent of Class 6.33% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 9,257,959 (ii) shared power to vote or to direct the vote -0- (iii) sole power to dispose or to direct the disposition of 9,257,959 (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 ( ). N/A Item 6. Ownership of More than Five Percent on Behalf of Another Person. N/A 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 page 28 of 48 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. 2/7/00 --------------- Date DAVFAM II, Ltd. By: /s/ H. J. Skelton ----------------- Signature By: SIVAD Investors II, L.L.C. General Partner H. J. Skelton, President -------------------------- Name/Title page 29 of 48 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 728,652 SHARES BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 50,365,927 EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON 728,652 WITH 8. SHARED DISPOSITIVE POWER 50,365,927 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 51,094,579 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 34.96% 12. TYPE OF REPORTING PERSON IN page 30 of 48 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 Section 24O.13d-l(b)(ii)(F) (g) ___Parent Holding Company, in accordance with Section 240.13d-l(b)(ii)(G) (Note: See Item 7) (h) Group, in accordance with Section 240.13d-1(b)ii)(H) Statement filed pursuant to Rule 13d-1(c). Item 4. Ownership The following ownership information is provided as of December 31, 1999. The reporting person has the right to acquire additional shares as such right is defined in Rule 13(d)(1). Such shares are included in this Item 4 and are disclosed in Note (A) to Exhibit I hereto. page 31 of 48 (a) Amount Beneficially Owned 51,094,579 (b) Percent of Class 34.96% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 728,652 (ii) shared power to vote or to direct the vote 50,365,927 (iii) sole power to dispose or to direct the disposition of 728,652 (iv) shared power to dispose or to direct the disposition of 50,365,927 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. N/A 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 page 32 of 48 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. 2/7/00 ----------- Date /s/ H. J. Skelton ------------- Signature T. Wayne Davis, Director ------------------------ By: H. J. Skelton,Attorney-in-Fact Name/Title page 33 of 48 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 1,569,724 SHARES BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 50,052,063 EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON 1,569,724 WITH 8. SHARED DISPOSITIVE POWER 50,052,063 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 51,621,787 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 35.32% 12. TYPE OF REPORTING PERSON IN page 34 of 48 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 Section 24O.13d-l(b)(ii)(F) (g) ___Parent Holding Company, in accordance with Section 240.13d-l(b)(ii)(G)(Note: See Item 7) (h) Group, in accordance with Section 240.13d-1(b)ii)(H) Statement filed pursuant to Rule 13d-1(c). Item 4. Ownership The following ownership information is provided as of December 31, 1999. The reporting person has the right to acquire additional shares as such right is defined in Rule 13(d)(1). Such shares are included in this Item 4 and are disclosed in Note (A) to Exhibit I hereto. page 35 of 48 (a) Amount Beneficially Owned 51,621,787 (b) Percent of Class 35.32% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 1,569,724 (ii) shared power to vote or to direct the vote 50,052,063 (iii) sole power to dispose or to direct the disposition of 1,569,724 (iv) shared power to dispose or to direct the disposition of 50,052,063 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. N/A 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 page 36 of 48 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. 2/7/00 Date /s/ H. J. Skelton ------------- Signature A. Dano Davis, Director ----------------------- By: H. J. Skelton, Attorney-in-Fact Name/Title page 37 of 48 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 294,120 SHARES BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 48,938,254 EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON 294,120 WITH 8. SHARED DISPOSITIVE POWER 48,938,254 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 49,232,374 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 33.68% 12. TYPE OF REPORTING PERSON IN page 38 of 48 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: 4310 Pablo Oaks Court, Jacksonville, FL 32224 (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 Section 24O.13d-l(b)(ii)(F) (g) ___Parent Holding Company, in accordance with Section 240.13d-l(b)(ii)(G) (Note: See Item 7) (h) Group, in accordance with Section 240.13d-1(b)ii)(H) Statement filed pursuant to Rule 13d-1(c). Item 4. Ownership The following ownership information is provided as of December 31, 1999. The reporting person has the right to acquire additional shares as such right is defined in Rule 13(d)(1). Such shares are included in this Item 4 and are disclosed in Note (A) to Exhibit I hereto. page 39 of 48 (a) Amount Beneficially Owned 49,232,374 (b) Percent of Class 33.68% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 294,120 (ii) shared power to vote or to direct the vote 48,938,254 (iii) sole power to dispose or to direct the disposition of 294,120 (iv) shared power to dispose or to direct the disposition of 48,938,254 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. N/A 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 page 40 of 48 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. 2/7/00 -------------- Date /s/ H. J. Skelton ------------- Signature Robert D. Davis, Director ------------------------- By: H. J. Skelton, Attorney-in-Fact Name/Title page 41 of 48 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 208,908 SHARES BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 49,720,333 EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON 208,908 WITH 8. SHARED DISPOSITIVE POWER 49,720,333 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 49,929,241 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 34.16% 12. TYPE OF REPORTING PERSON IN page 42 of 48 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 Section 24O.13d-l(b)(ii)(F) (g) ___Parent Holding Company, in accordance with Section 240.13d-l(b)(ii)(G) (Note: See Item 7) (h) Group, in accordance with Section 240.13d-1(b)ii)(H) Statement filed pursuant to Rule 13d-1(c). Item 4. Ownership The following ownership information is provided as of December 31, 1999. The reporting person has the right to acquire additional shares as such right is defined in Rule 13(d)(1). Such shares are included in this Item 4 and are disclosed in Note (A) to Exhibit I hereto. page 43 of 48 (a) Amount Beneficially Owned 49,929,241 (b) Percent of Class 34.16% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 208,908 (ii) shared power to vote or to direct the vote 49,720,333 (iii) sole power to dispose or to direct the disposition of 208,908 (iv) shared power to dispose or to direct the disposition of 49,720,333 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. N/A 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 page 44 of 48 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. 2/7/00 ------ Date /s/ H. J. Skelton ------------- Signature Charles P. Stephens, Director ----------------------------- By: H. J. Skelton, Attorney-in-Fact Name/Title page 45 of 48 EX-1 2 EXHIBIT 1
OWNERS OF 5% OR MORE OF OUTSTANDING SHARES Exhibit I DECEMBER 31, 1999 SOLE VOTING AND DISPOSITIVE POWER --------------------------------- Total T. WAYNE A. DANO ROBERT No. of DAVIS DAVIS D. DAVIS OWNER (**) Shares ("TWD") ("DANO") ("RDD") - ------------------------------------ ---------- --- ------- ------- ------- DFS TRUST 2000 10,658,497 (A) --- -- -- DAVFAM, LTD 35,132,800 (B) --- -- -- DAVFAM II, LTD 9,257,959 (C) --- -- -- D. D. I., INC 1,837,309 (D) --- -- -- ADFAM PARTNERS, LTD 7,846 (E) --- -- -- ADFAM CHARITIES, INC 600 (F) --- -- -- ADD FAMILY 86,008 --- -- -- RDD FAMILY AND TRUST 12,707 (G) --- -- 12,627 FLODOT, L.L.C. 30,000 (H) --- -- -- JED - WD CHARITIES, INC 12,572 (I) --- -- -- DANO FAMILY AND TRUSTS 500 (J) --- -- -- DANO TRUSTEE - JED FAMILY TRUSTS 31,699 (K) --- 3,000 -- VD - WD CHARITIES, INC 1,056,340 (L) --- -- -- CPS FAMILY 1,008,364 (M) --- -- -- TWD FAMILY 172,999 (N) 172,999 -- -- OTHER FAMILY MEMBERS OF TWD 1,074 (O) --- -- -- TWD - WD CHARITIES, INC 24,000 (P) --- -- -- TWD - RETIREMENT PLANS 3,282 3,282 -- -- ---------- ------- ------- ------- 59,334,556 176,281 3,000 12,627 ========== ======= ======= ======= Percent of Class 40.60% 0.12% 0.00% 0.01%
(*) Not included in totals. (**) References to ADD and JED pertain to A. Darius Davis, James E. Davis, respectively. ADD, JED and Tine W. Davis ("Tine") and M. Austin Davis ("MAD"), 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. (***) References to SFC pertain to Stephen F. Carley, trustee of DFS Trust 2000.
OWNERS OF 5% OR MORE OF OUTSTANDING SHARES Exhibit I DECEMBER 31, 1999 SHARED VOTING SOLE VOTING AND DISPOSITIVE POWER AND DISPOSITIVE POWER ------------------------------------------------ --------------------- CHARLES DDI, DFS TRUST 2000 Other Family P. STEPHENS INC.(*) SFC (***) Members Owning Other Than DDI & OWNER (**) ("CPS") ("DDI") ("DFS") Less than 5% DDI & DAVFAM DAVFAM(*) (A)(D) - ------------------------------------- ------- ---------- ---------- ------- --------- ---------- DFS TRUST 2000 -- -- 10,658,497 -- -- -- DAVFAM, LTD -- 35,132,800 35,132,800 -- -- 35,132,800 DAVFAM II, LTD -- 9,257,959 9,257,959 -- -- 9,257,959 D. D. I., INC -- 1,837,309 1,837,309 -- -- 1,837,309 ADFAM PARTNERS, LTD -- -- -- -- 7,846 -- ADFAM CHARITIES, INC -- -- -- -- 600 -- ADD FAMILY -- -- -- 86,008 -- -- RDD FAMILY AND TRUST -- -- -- 80 -- -- FLODOT, L.L.C. -- -- -- -- 30,000 -- JED - WD CHARITIES, INC -- -- -- -- 12,572 -- DANO FAMILY AND TRUSTS -- -- -- 500 -- -- DANO TRUSTEE - JED FAMILY TRUSTS -- -- -- -- 28,699 -- VD - WD CHARITIES, INC -- -- -- -- 1,056,340 -- CPS FAMILY 208,908 -- -- 36,975 762,481 -- TWD FAMILY -- -- -- -- -- -- OTHER FAMILY MEMBERS OF TWD -- -- -- 1,074 -- -- TWD - WD CHARITIES, INC -- -- -- -- 24,000 -- TWD - RETIREMENT PLANS -- -- -- -- -- -- ------- ---------- ---------- ------- --------- ---------- 208,908 46,228,068 56,886,565 124,637 1,922,538 46,228,068 ======= ========== ========== ======= ========= ========== Percent of Class 0.14% 31.63% 38.92% 0.09% 1.32% 31.63%
(*) Not included in totals. (**) References to ADD and JED pertain to A. Darius Davis, James E. Davis, respectively. ADD, JED and Tine W. Davis ("Tine") and M. Austin Davis ("MAD"), 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. (***) References to SFC pertain to Stephen F. Carley, trustee of DFS Trust 2000. page 46 of 48 (A) A trust, formed on December 16, 1999, to which certain shareholders of the issuer and DDI and all shareholders of Estuary Corporation ("Estuary") and ADSONS, Inc. ("ADSONS") (collectively, the "Grantors") contributed their shares of such corporations' stock in exchange for separate shares of beneficial interest in the trust. As a result of such contributions of securities by the Grantors, the trust has beneficial interest in 38.92% of the issuer's common stock. Such shares were held directly or by affiliated limited partnerships and corporations on December 31, 1999. On January 4, 2000, the trust was terminated and the following shares of the issuer's common stock, which were held directly by the trust, were distributed to Grantors for which the following reporting persons have sole or shared voting and dispositive powers. Voting and Dispositive Powers ------------------------------------ Reporting Person Sole Shared ------------ ----------------------------------- TWD 552,371 1,412,119 DANO 1,566,724 1,080,984 RDD 281,493 CPS 28,044 DDI 1,645,400(*) ---------- --------- 4,045,988 2,521,147 ========= ========= (*) Also shared by TWD, DANO, RDD and CPS. (B) Limited partnership of which SIVAD Investors, LLC, a Limited Liability Corporation owned 99% by DDI and 1% by Estuary, is a 1% general partner and DDI, Estuary, ADSONS and FND, Ltd. are 84.46%, 8.53%, 2.85% and 3.16% limited partners, respectively. (C) Limited partnership of which SIVAD Investors II, LLC, a Limited Liability Corporation owned 99% by DDI and 1% by Estuary, is a 1% general partner and DDI, Estuary and ADSONS are 77.68%, 10.07%, and 11.25% limited partners, respectively. (D) A corporation, the common stock of which was held 90.84% by SFC, as sole trustee of the DFS Trust 2000, and 9.16% by other Davis family entities at December 31, 1999. On January 4, 2000, the termination date of DFS Trust 2000, such common stock was returned to the Grantors. RDD, DANO, TWD and CPS are directors of such corporation and have shared voting and dispositive powers for the shares held by the corporation as well as shares held by DAVFAM and DAVFAM II. (E) Limited partnership of which RODA Trust, a revocable trust of which RDD is sole trustee and beneficiary, is a 5.70% limited partner, two irrevocable trusts FBO RDD and his brother of which a non-family party is trustee are 57.77% and 19.26% limited partners, respectively, and a corporation of which RODA Trust is a 50% shareholder is a 2.32% general partner. (F) Private charitable foundation of which RDD is a director and officer. (G) RDD and his wife, each individually, and a trust FBO a grandchild of RDD of which a non-family party is trustee. (H) Limited Liability Corporation controlled by DANO's sister and her five children. (I) Private charitable foundation of which DANO, his wife, his sister and his mother are directors and he is an officer. Page 47 of 48 (J) DANO's son, individually. (K) Trusts of which DANO is sole trustee or co-trustee with his sister, and his mother and his sister are the beneficiaries. (L) Private charitable foundation of which DANO, TWD, RDD and CPS are directors and RDD is an officer. (M) Irrevocable trust of which CPS is co-trustee with his wife and his wife is beneficiary, CPS, CPS' wife and CPS' son, individually, and CPS' wife as custodian for CPS' son. (N) TWD, individually, a revocable trust of which TWD is sole trustee and beneficiary and TWD, as custodian for his grandchildren. (O) TWD's sister's spouse, individually. (P) Private charitable foundation of which TWD is a director. Page 48 of 48 -----END PRIVACY-ENHANCED MESSAGE-----