-----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, NHCaagaMonC2nzaE+ywZoXWrEUOwYj3C15acaUtuaX6B0gXR89eG20iQpKMvtcsl JQG59W1GvDt8tzvZQkgT6g== 0000919607-99-000021.txt : 19990215 0000919607-99-000021.hdr.sgml : 19990215 ACCESSION NUMBER: 0000919607-99-000021 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990212 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: 0628 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-32516 FILM NUMBER: 99535121 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: 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. 11 ) 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 42,065 EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON 47,873,468 WITH 8. SHARED DISPOSITIVE POWER 42,065 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 47,915,533 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 32.24% 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 '24O.13d-l(b)(ii)(F) (g) ___Parent Holding Company, in accordance with '240.13d-l(b)(ii)(G) (Note: See Item 7) (h) Group, in accordance with '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, 1998. 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 47,915,533 (b) Percent of Class 32.24% (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 42,065 (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 42,065 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. 2/5/99 ----------------------------- 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 1999- TI# 59-7137620 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 56,088,754 SHARES BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 42,065 EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON 56,088,754 WITH 8. SHARED DISPOSITIVE POWER 42,065 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 56,130,819 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 37.77% 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 '24O.13d-l(b)(ii)(F) (g) ___Parent Holding Company, in accordance with '240.13d-l(b)(ii)(G) (Note: See Item 7) (h) Group, in accordance with '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, 1998. 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 56,130,819 (b) Percent of Class 37.77% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 56,088,754 (ii) shared power to vote or to direct the vote 42,065 (iii)sole power to dispose or to direct the disposition of 56,088,754 (iv) shared power to dispose or to direct the disposition of 42,065 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. 2/5/99 ----------------------------- Date Davis Family Special Trust 1999 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 1999 dated December 21, 1998. 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 56,088,754 SHARES BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 42,065 EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON 56,088,754 WITH 8. SHARED DISPOSITIVE POWER 42,065 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 56,130,819 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 37.77% 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 '24O.13d-l(b)(ii)(F) (g) ___Parent Holding Company, in accordance with '240.13d-l(b)(ii)(G) (Note: See Item 7) (h) Group, in accordance with '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, 1998. 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 56,130,819 (b) Percent of Class 37.77% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 56,088,754 (ii) shared power to vote or to direct the vote 42,065 (iii) sole power to dispose or to direct the disposition of 56,088,754 (iv) shared power to dispose or to direct the disposition of 42,065 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. 2/5/99 ------------------ 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 21, 1998. 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 23.64% 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 '24O.13d-l(b)(ii)(F) (g) ___Parent Holding Company, in accordance with '240.13d-l(b)(ii)(G) (Note: See Item 7) (h) Group, in accordance with '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, 1998. 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 23.64% (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. 2/5/99 --------------------- 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 23.64% 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 '24O.13d-l(b)(ii)(F) (g) ___Parent Holding Company, in accordance with '240.13d-l(b)(ii)(G) (Note: See Item 7) (h) Group, in accordance with '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, 1998. 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 23.64% (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. 2/5/99 ---------- 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 6.23% 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 '24O.13d-l(b)(ii)(F) (g) ___Parent Holding Company, in accordance with '240.13d-l(b)(ii)(G) (Note: See Item 7) (h) Group, in accordance with '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, 1998. 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 6.23% (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. 2/5/99 ---------- 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 6.23% 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 '24O.13d-l(b)(ii)(F) (g) ___Parent Holding Company, in accordance with '240.13d-l(b)(ii)(G) (Note: See Item 7) (h) Group, in accordance with '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, 1998. 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 6.23% (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. 2/5/99 --------------- 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 724,435 SHARES BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 50,425,932 EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON 724,435 WITH 8. SHARED DISPOSITIVE POWER 50,425,932 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 51,150,367 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 34.41% 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 '24O.13d-l(b)(ii)(F) (g) ___Parent Holding Company, in accordance with '240.13d-l(b)(ii)(G) (Note: See Item 7) (h) Group, in accordance with '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, 1998. 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 51,150,367 (b) Percent of Class 34.41% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 724,435 (ii) shared power to vote or to direct the vote 50,425,932 (iii) sole power to dispose or to direct the disposition of 724,435 (iv) shared power to dispose or to direct the disposition of 50,425,932 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. 2/5/99 ----------- 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 50,093,322 EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON 1,569,724 WITH 8. SHARED DISPOSITIVE POWER 50,093,322 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 51,663,046 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 34.76% 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 '24O.13d-l(b)(ii)(F) (g) ___Parent Holding Company, in accordance with '240.13d-l(b)(ii)(G) (Note: See Item 7) (h) Group, in accordance with '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, 1998. 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 51,663,046 (b) Percent of Class 34.76% (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 50,093,322 (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 50,093,322 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. 2/5/99 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 435,617 SHARES BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 48,980,319 EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON 435,617 WITH 8. SHARED DISPOSITIVE POWER 48,980,319 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 49,415,936 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 33.25% 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 '24O.13d-l(b)(ii)(F) (g) ___Parent Holding Company, in accordance with '240.13d-l(b)(ii)(G) (Note: See Item 7) (h) Group, in accordance with '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, 1998. 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 49,415,936 (b) Percent of Class 33.25% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 435,617 (ii) shared power to vote or to direct the vote 48,980,319 (iii) sole power to dispose or to direct the disposition of 435,617 (iv) shared power to dispose or to direct the disposition of 48,980,319 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. 2/5/99 -------------- 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 207,805 SHARES BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 49,762,398 EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON 207,805 WITH 8. SHARED DISPOSITIVE POWER 49,762,398 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 49,970,203 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 33.62% 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 '24O.13d-l(b)(ii)(F) (g) ___Parent Holding Company, in accordance with '240.13d-l(b)(ii)(G) (Note: See Item 7) (h) Group, in accordance with '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, 1998. 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 49,970,203 (b) Percent of Class 33.62% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 207,805 (ii) shared power to vote or to direct the vote 49,762,398 (iii) sole power to dispose or to direct the disposition of 207,805 (iv) shared power to dispose or to direct the disposition of 49,762,398 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. 2/5/99 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, 1998 SOLE VOTING AND DISPOSITIVE POWER --------------------------------- Total T. WAYNE A. DANO ROBERT No. of DAVIS DAVIS D. DAVIS OWNER (**) Shares ("TWD") ("DANO") ("RDD") - ------------------------------------ ---------- --- ------- ------- ------- DFS TRUST 1999 9,860,686 (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) --- -- -- AMERICAN HERITAGE LIFE INVEST. CORP 42,065 (F) --- -- -- ADFAM CHARITIES, INC 600 (G) --- -- -- ADD FAMILY 86,008 --- -- -- RDD FAMILY AND TRUSTS 226,009 (H) --- -- 225,969 FLODOT, L.L.C. 30,000 (I) --- -- -- JED - WD CHARITIES, INC 12,572 (J) --- -- -- DANO FAMILY AND TRUSTS 463,493 (K) --- 463,493 -- DANO TRUSTEE - JED FAMILY TRUSTS 49,973 (L) --- 3,000 -- VD - WD CHARITIES, INC 1,056,340 (M) --- -- -- CPS FAMILY 1,007,261 (N) --- -- -- TWD FAMILY 192,007 (O) 192,007 -- -- OTHER FAMILY MEMBERS OF TWD 212,745 (P) --- -- -- TWD - WD CHARITIES, INC 24,000 (Q) --- -- -- TWD - RETIREMENT PLANS 3,120 3,120 -- -- ---------- ------- ------- ------- 59,502,793 195,127 466,493 225,969 ========== ======= ======= ======= Percent of Class 40.03% 0.13% 0.31% 0.15%
(*) Not included in totals. (**) 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. (***) References to SFC pertain to Stephen F. Carley, trustee of DFS Trust 1999.
OWNERS OF 5% OR MORE OF OUTSTANDING SHARES Exhibit I DECEMBER 31, 1998 SHARED VOTING SOLE VOTING AND DISPOSITIVE POWER AND DISPOSITIVE POWER ------------------------------------------------ --------------------- CHARLES DDI, DFS TRUST 1999 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 1999 -- -- 9,860,686 -- -- -- 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 -- AMERICAN HERITAGE LIFE INVEST. CORP -- -- -- -- 42,065 -- ADFAM CHARITIES, INC -- -- -- -- 600 -- ADD FAMILY -- -- -- 86,008 -- -- RDD FAMILY AND TRUSTS -- -- -- 40 -- -- FLODOT, L.L.C. -- -- -- -- 30,000 -- JED - WD CHARITIES, INC -- -- -- -- 12,572 -- DANO FAMILY AND TRUSTS -- -- -- -- -- -- DANO TRUSTEE - JED FAMILY TRUSTS -- -- -- -- 46,973 -- VD - WD CHARITIES, INC -- -- -- -- 1,056,340 -- CPS FAMILY 207,805 -- -- 36,975 762,481 -- TWD FAMILY -- -- -- -- -- -- OTHER FAMILY MEMBERS OF TWD -- -- -- 212,745 -- -- TWD - WD CHARITIES, INC -- -- -- -- 24,000 -- TWD - RETIREMENT PLANS -- -- -- -- -- -- ------- ---------- ---------- ------- --------- ---------- 207,805 46,228,068 56,088,754 335,768 1,982,877 46,228,068 ======= ========== ========== ======= ========= ========== Percent of Class 0.14% 31.10% 37.74% 0.23% 1.33% 31.10%
(*) Not included in totals. (**) 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, sone of Tine, and son-in-law of MAD, respectively. (***) References to SFC pertain to Stephen F. Carley, trustee of DFS Trust 1999. page 46 of 48 (A) A trust, formed on December 16, 1998, 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 37.77% of the issuer's common stock. Such shares were held directly or by affiliated limited partnerships and corporations on December 31, 1998. On January 4, 1999, 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 529,308 1,430,059 DANO 1,103,231 1,061,904 RDD 209,648 CPS 28,044 DDI 1,645,400(*) --------- --------- 3,487,587 2,520,007 ========= ========= (*) 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 90.05% by SFC, as sole trustee of the DFS Trust 1999, and 9.95% by other Davis family entities at December 31, 1998. On January 4, 1999, the termination date of DFS Trust 1999, 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 ADD Trust, which is included in the estate of A . Darius Davis, is a 1% general and 79.23% limited partner. RDD is one of the beneficiaries of the estate and RDD has authority to replace the trustee of the ADD Trust. RODA Trust, a revocable trust of which RDD is sole trustee and beneficiary, is a 7.32% limited partner and a corporation of which RODA Trust is a 50% shareholder is a 1.98% general partner. (F) A corporation which holds 100,000 shares of the issuer's common stock and is 42.06% owned by Davis entities. (G) Private charitable foundation of which RDD is a director and officer. (H) Trusts of which RDD is sole trustee and RDD and his children are beneficiaries, RDD and his wife each individually and a trust FBO a grandchild of RDD of which a non-family party is trustee. (I) Limited Liability Corporation controlled by DANO's sister and her five children. page 47 of 48 (J) Private charitable foundation of which DANO, his wife, his sister and his mother are directors and he is an officer. (K) Revocable trust of which DANO is sole trustee and beneficiary and DANO's wife, individually. (L) Trusts of which DANO is sole trustee or co-trustee with his sister, and his mother and his sister are the beneficiaries. (M) Private charitable foundation of which DANO, TWD, RDD and CPS are directors and RDD is an officer. (N) 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. (O) TWD, individually, a revocable trust of which TWD is sole trustee and beneficiary, TWD's wife and TWD, as custodian for his child and grandchildren. (P) TWD's sisters and their spouses, individually. (Q) Private charitable foundation of which TWD is a director. page 48 of 48 -----END PRIVACY-ENHANCED MESSAGE-----