WINN-DIXIE STORES, INC.
5050 Edgewood Court Jacksonville, Florida 32254-3699
PROXY STATEMENT AND CONSOLIDATED FINANCIAL STATEMENTS
for
Annual Meeting of Shareholders
To be held October 4, 1995
_______________________
GENERAL INFORMATION
The Board of Directors of Winn-Dixie Stores, Inc. (the "Company")
solicits your proxy for use at the 1995 Annual Meeting of Shareholders to be
held on October 4, 1995, at the Company's headquarters offices at the address
above, commencing at 9:00 a.m., and any adjournments thereof. A form of proxy
is enclosed herewith. Any shareholder who executes and delivers the proxy may
revoke it at any time prior to its use.
The cost of soliciting the proxies will be borne by the Company.
Directors, officers and employees of the Company may solicit proxies by
telephone, telegram or personal interview. In addition, the Company will,
upon the request of brokers, dealers, banks and voting trustees, and their
nominees, who are holders of record of shares of the Company's stock on the
record date referred to below, pay their reasonable expenses for completing
the mailing of copies of the Annual Report, this Notice of Meeting and Proxy
Statement and the enclosed form of proxy to the beneficial owners of such
shares of stock.
The Annual Report of the Company to its shareholders for such fiscal
year is being mailed with this Proxy Statement to shareholders entitled to
vote at the Annual Meeting.
Securities and Exchange Commission ("SEC") rules require that an annual
report precede or be included with the Company's proxy materials.
Shareholders with multiple accounts may be receiving more than one annual
report, which is costly to the Company and may be inconvenient to these
shareholders. Such shareholders may authorize the Company to discontinue
mailing extra reports by marking the appropriate box in the proxy card for
selected accounts. Such an election will take effect at the end of the
Company's 1995-96 fiscal year. At least one account must continue to receive
an annual report. Eliminating these duplicate mailings will not affect
receipt of future proxy statements and proxy cards nor the mailing of
dividend checks, dividend reinvestment statements, or special notices. To
resume the mailing of an annual report to an account, please make a written
request to: Shareholder Relations, Winn-Dixie Stores, Inc., Post Office Box
B, Jacksonville, Florida 32203-0297.
The mailing address of the principal executive offices of the Company is
5050 Edgewood Court, Jacksonville, Florida 32254-3699. The approximate date
on which this Proxy Statement and form of proxy are first being sent or given
to shareholders is September 1, 1995.
VOTING PROCEDURES
All properly executed proxies delivered pursuant to this solicitation
and not revoked will be voted at the Annual Meeting in accordance with the
directions given. Regarding the election of Directors to serve until the
1998 Annual Meeting of Shareholders, in voting by proxy, shareholders may
vote in favor of all nominees or withhold their votes as to all nominees or
withhold their votes as to specific nominees. With respect to the other
proposals to be voted upon, shareholders may vote in favor of a proposal,
against a proposal or may abstain from voting. Shareholders should specify
their choices on the enclosed form of proxy. If no specific instructions are
given with respect to the matters to be acted upon, the shares represented by
a signed proxy will be voted FOR the election of all nominees, FOR the
proposal to adopt the Winn-Dixie Restricted Stock Plan, FOR the proposal to
amend the Revised Winn-Dixie Stock Purchase Plan for Employees and FOR the
proposal to ratify the appointment of KPMG Peat Marwick LLP as independent
auditors. Directors will be elected by a plurality of the votes cast by the
shareholders voting in person or by proxy at the Annual Meeting. Approval of
the Winn-Dixie Restricted Stock Plan and the amendment to the Revised
Winn-Dixie Stock Purchase Plan for Employees will each require the affirmative
vote of the holders of a majority of the shares of Common Stock present or
represented at the Annual Meeting and entitled to vote. Ratification of the
appointment of KPMG Peat Marwick LLP as independent auditors will require the
affirmative vote of the holders of a majority of the shares of Common Stock
voting on the proposal in person or by proxy at the Annual Meeting. Thus, in
the case of approval of the adoption of the Winn-Dixie Restricted Stock Plan
and of approval of the amendment of the Revised Winn-Dixie Stock Purchase
Plan for Employees, abstentions will have the same effect as a negative vote,
but abstentions will have no effect on the vote for election of Directors or
ratification of the appointment of independent auditors. Broker non-votes
will not be included in vote totals and will have no effect on the outcome of
any vote. A broker non-vote generally occurs when a broker who holds shares
in street-name for a customer does not have authority to vote on certain
non-routine matters because its customer has not provided any voting
instructions on the matter.
Only owners of record of shares of Common Stock of the Company at the
close of business on August 15, 1995, are entitled to vote at the meeting or
adjournments or postponements thereof. Each owner of record on the record
date is entitled to one vote for each share of Common Stock of the Company so
held. On August 15, 1995, there were 75,525,303 shares of Common Stock of
the Company issued and outstanding.
PROPOSAL 1 ELECTION OF DIRECTORS
The Board is divided into three classes of Directors. Each class of
Directors is elected to serve for a term of three years, so that the terms of
office of approximately one-third of the Directors will expire each year. At
the Annual Meeting of the Shareholders, four Directors are to be elected in
Class I to hold office until the 1998 Annual Meeting of Shareholders or until
their successors are elected and qualified. The persons designated as
nominees for election as Directors in Class I are A. Dano Davis, T. Wayne
Davis, Carleton T. Rider, and Charles P. Stephens. Each of such nominees is
currently a Director of the Company. On June 21, 1995, the Board amended the
By-Laws to reduce the number of Directors from 12 to 11, following the death
of Mr. A. D. Davis, a founding brother of the Company.
Should any one or more of these nominees become unable to serve for any
reason, or for good cause will not serve, which is not anticipated, the Board
of Directors may, unless the Board by resolution provides for a lesser number
of Directors, designate substitute nominees, in which event the persons named
in the enclosed proxy will vote proxies that would otherwise be voted for all
named nominees for the election of such substitute nominee or nominees.
Certain information with respect to each of the nominees and Directors
relating to principal occupations and directorships, and the approximate
number of shares of the Company's Common Stock beneficially owned by them,
directly or indirectly, has been furnished to the Company by such nominees
and Directors.
The Board of Directors recommends a vote FOR all four nominees.
BOARD OF DIRECTORS OF WINN-DIXIE STORES, INC.
Has Been
Name, Principal Occupation for the Past Age A Director
Five Years, Directorships As of Continously
August 15, 1995 Since
CLASS I DIRECTOR NOMINEES
FOR TERMS EXPIRING IN 1998
A. Dano Davis - For more than the last
five years, Chairman of the Board and
Principal Executive Officer of the
Company; with the Company since 1968;
also a Director of First Union National
Bank of Florida, and American Heritage
Life Investment Corporation 50 1981
T. Wayne Davis - For more than the last
five years, a private investor; with the
Company 1971-1987; Chairman of the Board
of General Parcel Service, Inc.; also a
Director of Enterprise National Bank,
Enstar Group, Inc., and AccuStaff,
Incorporated 48 1981
Carleton T. Rider - August 1993 to date,
Continuous Improvement Officer, Mayo
Foundation; 1985 to July 1993,
Administrator, Mayo Clinic Jacksonville;
also a Director of St. Luke's Hospital 50 1982
Charles P. Stephens - For more than the
last five years, Vice President, Director
and a principal stockholder of Norman W.
Paschall Co., Inc. (brokers, importers,
exporters and processors of textile
fibers and by-products) 57 1982
INCUMBENT CLASS III DIRECTORS
WHOSE TERMS EXPIRE IN 1996
Armando M. Codina - For more than the
last five years, Chairman of the Board
and President of Codina Group, Inc.; also
a Director of American Bankers Insurance
Group, Inc., BellSouth Corporation, AMR,
Inc., and FPL Group, Inc. 48 1987
Radford D. Lovett - For more than the
last five years, Chairman of the Board of
Commodores Point Terminal Corporation;
also a Director of First Union
Corporation, American Heritage Life
Investment Corporation, Florida Rock
Industries, Inc., and FRP Properties,
Inc. 61 1983
Julia B. North - For more than the last
five years, Vice President of BellSouth
Telecommunications, Inc. 47 1994
INCUMBENT CLASS II DIRECTORS
WHOSE TERMS EXPIRE IN 1997
Robert D. Davis - For more than the last
five years, Chairman of the Board of
D.D.I., Inc.; with the Company 1955-1990;
also a Director of American Heritage Life
Investment Corporation, First Union
Corporation, Stein Mart, Inc., and
Florida Rock Industries, Inc.. 63 1972
James Kufeldt - For more than the last
five years, President of the Company;
with the Company since 1961; also a
Director of Barnett Bank of Jacksonville,
N.A. 57 1988
Charles H. McKellar - For more than the
last five years, Executive Vice President
of the Company; with the Company since
1957 57 1988
David F. Miller - 1990 to date, Chairman
of the Board of PureIce of the South,
Inc.; prior to that time was Vice
Chairman of the Board of JC Penney
Company, Inc. and President and Chief
Operating Officer of JC Penney Stores and
Catalog. 66 1987
The Company was founded by Messrs. A.D., James E., M. Austin and Tine W.
Davis (the "Founding Brothers"), all of whom are deceased. Mr. A. Dano
Davis, the Company's Chairman and Principal Executive Officer, is the son of
Mr. James E. Davis. Robert D. Davis is the son of Mr. A. D. Davis. T. Wayne
Davis is the son of Mr. Tine W. Davis. Charles P. Stephens is the son-in-law
of Mr. M. Austin Davis.
PRINCIPAL SHAREHOLDERS
The following table sets forth the beneficial ownership of the Company's
Common Stock by each person who, as of July 31, 1995, is known to the Company
to be the beneficial owner of 5% or more of the Common Stock.
Name and Amount and
Address Nature of Percent
of Beneficial Beneficial of
Title of Class Owner Ownership Class
Common Stock Davis Family (1) 30,634,086 40.55
c/o D.D.I., Inc.
5050 Edgewood Court
Jacksonville, FL 32254
(1) Relatives of the Founding Brothers, trusts, estates, corporations and
other entities involving them and their associates (collectively, the
"Davis Family") own beneficially for the Davis Family, directly or
indirectly, the shares listed in this table. These shares include those
listed for Messrs. A. Dano, Robert D. and T. Wayne Davis and Charles P.
Stephens in the following table setting forth the beneficial ownership
by directors, nominees and executive officers. The figures exclude
139,946 shares, those in excess of the pro rata beneficial interest of
the Davis Family in 240,000 shares held by American Heritage Life
Investment Corporation.
SECURITIES OWNERSHIP OF MANAGEMENT
The following table sets forth the beneficial ownership of the Company's
Common Stock by each of the directors and nominees, each of the executive
officers named in the Summary Compensation Table and all of the Company's
directors and executive officers as a group as of July 31, 1995.
Amount and Nature of
Beneficial Ownership (1)
Direct or Indirect Indirect with
with Sole Shared Voting
Voting and and Investment
Investment Power Percent
Name of Beneficial Owner Power Total of Class
Armando M. Codina 5,899 5,899 *
A. Dano Davis 1,104,053 1,507,846 2,611,899 3.46
Robert D. Davis 177,980 1,155,680 1,333,660 1.77
T. Wayne Davis 201,243 1,054,840 1,256,083 1.66
James Kufeldt 177,263 7,370 184,633 .24
Radford D. Lovett 6,966 6,966 *
Charles H. McKellar 127,744 127,744 .17
David F. Miller 400 400 *
Julia B. North 750 750 *
Carleton T. Rider 450 450 *
Charles P. Stephens 10,119 329,200 339,319 .45
E. T. Walters 54,444 54,444 *
Charles E. Winge 55,343 55,343 *
Directors and
Executive Officers
as a Group (31
persons) 2,467,415 4,054,936 6,522,351 8.63
____________________
* Less than .1% of issued and outstanding shares of Common Stock of the
Company.
(1) Includes shares held by the wives and children of certain of the persons
named, as to which such persons disclaim beneficial ownership. The
numbers of such shares so disclaimed are as follows: Robert D. Davis,
311,340; T. Wayne Davis, 209,778; James Kufeldt, 7,370; Radford D.
Lovett, 74; Charles H. McKellar, 195; Carleton T. Rider, 450; Charles P.
Stephens, 329,177; and Charles E. Winge, 8,605. The shares reported
exclude 758,814 shares of Common Stock of the Company that are held
directly or indirectly by trusts of which A. Dano Davis is a co-trustee
and Charles P. Stephens' wife and children are the beneficiaries. Also,
excluded are 295,653 shares of Common Stock of the Company that are held
indirectly by trusts of which Charles P. Stephens' wife and Robert D.
Davis are co-trustees and Charles P. Stephens' wife and children are
beneficiaries. A. Dano Davis, Robert D. Davis and Charles P. Stephens
disclaim beneficial ownership of such shares. The holdings set forth
above exclude 17,343,160 shares of Common Stock of the Company, included
in the Davis Family holdings shown on page 4 hereof, held by various
entities as to which one or more of A. Dano Davis, Robert D. Davis, T.
Wayne Davis, Charles P. Stephens and Charles P. Stephens' wife have
direct or indirect voting and investment powers, but no pecuniary
interests, and as to which they disclaim beneficial ownership. Finally,
the holdings set forth above exclude 4,670,211 shares held indirectly by
the Estate of A. D. Davis whose personal representative, Robert D.
Davis, has indirect sole or shared voting and dispositive powers with
respect to such shares.
The holdings set forth above include restricted shares awarded as
Long-Term Incentive Awards pursuant to the Company's Officer
Compensation Program. Certain shares included are subject to forfeiture
if certain performance goals are not met within the three fiscal-year
period expiring June 26, 1996, as follows: Mr. Kufeldt, 3,320 shares;
Mr. McKellar, 2,418 shares; Mr. Walters, 1,055 shares; and Mr. Winge,
1,055 shares. Certain other shares are subject to forfeiture if certain
performance goals are not met within the three fiscal-year period
expiring June 25, 1997, as follows: Mr. Kufeldt, 4,078 shares; Mr.
McKellar, 2,971 shares; Mr. Walters, 1,296 shares; and Mr. Winge, 1,296
shares. Other shares included are subject to forfeiture if certain
performance goals are not met within the three fiscal-year period
expiring June 24, 1998, as follows: Mr. Kufeldt, 3,381 shares; Mr.
McKellar, 2,463 shares; Mr. Walters, 1,075 shares; and Mr. Winge, 1,075
shares. The holdings for the 23 officers within the Directors and
Executive Officers group total 54,000 restricted shares. The following
shares that would have vested pursuant to prior Long-Term Incentive
Awards were forfeited June 28, 1995 when certain performance goals were
not met: Mr. Kufeldt, 4,197 shares; Mr. McKellar, 3,058 shares; Mr.
Walters, 1,334 shares; and Mr. Winge, 1,334 shares. The 23 officers
within the Directors and Executive Officers group forfeited a total of
19,590 restricted shares.
The holdings set forth above include equivalent shares credited to the
Stock Equivalent Accounts of Directors under the Directors' Deferred Fee
Plan (see "Directors' Fees"): Mr. Codina, 4,399 equivalent shares; Mr.
Robert D. Davis, 2,546 equivalent shares; Mr. Lovett, 3,560 equivalent
shares; and Ms. North, 550 equivalent shares. These holdings are
payable only in cash upon retirement.
The holdings set forth above also include the equivalent of 3,465 shares
credited to Mr. Kufeldt's account and 9,563 shares to Mr. Winge's
account, allocated by them to the Company stock fund within the Profit
Sharing Plan, and a total of 35,168 shares for all executive officers as
a group in such fund.
The holdings further include 40,000 shares for Mr. McKellar, and a total
of 108,000 shares for all executive officers included in the group,
which represent options that have not yet been exercised, granted
January 24, 1990. These options will expire on December 31, 1996, if not
exercised before then. These holdings also include shares under
additional options granted on June 15, 1992, which are now exercisable,
of 25,000 shares for Mr. Kufeldt, 20,000 shares for Mr. McKellar, 12,000
shares for Mr. Walters and 12,000 shares for Mr. Winge. These holdings
also include shares under additional options granted on June 22, 1994,
50% of which are presently exercisable, of 25,000 shares for Mr.
Kufeldt, 20,000 shares for Mr. McKellar, 12,000 shares for Mr. Walters
and 12,000 shares for Mr. Winge. These share options are more fully
described in the table on options on page 9.
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's executive officers and directors, and
persons who own more than ten percent of a registered class of the Company's
equity securities, to file reports of ownership and changes in ownership with
the SEC and the New York Stock Exchange. Officers, directors and greater than
ten percent shareholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file. Based solely on its
review of the copies of such forms received by it and written representations
from certain reporting persons that no Forms 5 were required for them, the
Company believes that during the Company's most recently completed fiscal
year ended on June 28, 1995, all filing requirements applicable to its
officers, directors, and greater than ten percent beneficial owners were
complied with, except that (i) Mr. William C. Calkins filed a Form 4 report
that was approximately 7 days late due to an oversight in connection with the
award of 537 shares and a Form 5 that was approximately 4 days late due to an
oversight in connection with holdings in the Winn-Dixie Profit Sharing/401(k)
Plan; (ii) Mr. Ronald R. George filed a Form 5 report that was approximately
4 days late due to an oversight in connection with holdings in the Winn-Dixie
Profit Sharing/401(k) Plan; and (iii) three family trusts for which Mr. A.
Dano Davis serves as a trustee each filed a Form 4 that was approximately two
months late due to an oversight with respect to attributed ownership in
connection with an estate planning transaction.
MEETINGS OF THE BOARD AND COMMITTEES
During the most recently completed fiscal year, the Board of Directors
held four regular meetings and took action by unanimous written consent in
lieu of a meeting five times. All current Directors attended at least 75% of
the meetings of the Board and of the committees on which they served.
The Board of Directors has Audit, Nominating, Compensation, Long-Term
Officer Compensation and Key Employee Stock Option Committees. The Audit
Committee is composed of Mr. Radford D. Lovett, Chairman, and Messrs.
Armando M. Codina, David F. Miller, Carleton T. Rider and Charles P.
Stephens, and Ms. Julia B. North. The Audit Committee, whose members are not
officers, employees, or retired employees of the Company, held two meetings
during the fiscal year. The Audit Committee reviews the scope and results of
the audit, approves types of non-audit services provided to the Company and
recommends selection of the Company's independent auditors. It also reviews
the scope of internal audits, systems of internal controls and accounting
policies and procedures. The Nominating Committee is composed of Mr. T. Wayne
Davis, Chairman, and Messrs. A. Dano Davis, Robert D. Davis, Radford D.
Lovett and Charles P. Stephens. The Nominating Committee recommends qualified
candidates to fill vacancies on the Board of Directors. The Nominating
Committee did not meet during fiscal year 1994-95. The Nominating Committee
will consider nominees recommended by shareholders, who may submit names and
biographical data and qualifications in writing to the Secretary of the
Company.
The Compensation Committee, composed of Mr. David F. Miller, Chairman,
and Messrs. Radford D. Lovett, Armando M. Codina, A. Dano Davis and James
Kufeldt and Ms. Julia B. North, sets and reviews the salary and benefits
structure of the Company, including base salary, cash bonus, restricted stock
and performance unit awards for executive officers. It met three times during
the most recently completed fiscal year. The Key Employee Stock Option
Committee, composed of Messrs. A. Dano and Robert D. Davis, determines
long-term stock option awards to officers and key employees. The Long-Term
Officer Compensation Committee, composed of Messrs. A. Dano Davis and Robert
D. Davis, recommends restricted stock and performance unit awards that are
then reviewed and approved by the Compensation Committee. These three
committees jointly met as a group three times during the most recently
completed fiscal year to review performance under the plans established at
the end of the prior fiscal year for 1994-95 and to set the compensation
under the plans for fiscal year 1995-96. Their activities are described
further in the Report on Executive Compensation beginning on page 10.
DIRECTORS' FEES
Directors are paid a retainer fee of $12,000 per annum plus $2,000 for
attendance at each regular meeting of the Board. Directors are also paid $500
for each action by written consent in lieu of a meeting. Members of the
Audit, Nominating, and Compensation Committees are paid $2,000 for each
committee meeting attended. Travel expenses of Directors incurred in
traveling to Committee and Directors' meetings are also reimbursed by the
Company. Members of the Board of Directors who are also employees are not
paid Director's fees or fees for attending Committee meetings. Members of the
Long-Term Officer Compensation and Key Employee Stock Option Committees are
not paid for their meetings.
A Director may elect to defer payment of all or any part of the above
fees until termination as a Director under a Deferred Fee Plan for Directors
effective June 30, 1988, with fees credited to an Income Account at a prime
rate of interest or to a Stock Equivalent Account based on the closing market
price of the Company's Common Stock on the date fees are earned. The deferred
fees are payable only in cash in a single payment or annual installments upon
retirement. Messrs. Robert D. Davis, Lovett and Codina and Ms. North have
elected to defer fees during the fiscal year under the Deferred Fee Plan.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth information concerning the compensation
of the Principal Executive Officer and the four other most highly compensated
executive officers who served in such capacities as of June 28, 1995, which
was the end of the last completed fiscal year.
<TABLE>
<CAPTION>
Annual Compensation Long-term Compensation
----------------------------------- -------------------------------------------
Awards
--------------------
Fiscal Year Other Restricted Long-Term All Other
Ended Last Annual Stock Incentive Compensa-
Name and Wednesday Salary<F1> Compensa- Award<F3> Plan<F3> tion<F4>
Principal Position In June ($) Bonus ($) tion($)<F2> ($) Options(#) Payouts($) ($)
- ------------------- ---------- ----------- --------- ----------- ------- ---------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
A. Dano Davis 1995 365,976 351,524 -- -- -- -- 49,264
Chairman of the Board 1994 365,976 351,524 -- -- -- -- 12,004
and Principal 1993 353,600 395,200 -- -- -- -- 12,035
Executive Officer
James Kufeldt 1995 365,976 351,524 -- 182,988 -- 132,600 55,006
President 1994 365,976 351,524 -- 182,988 25,000 130,000 13,860
1993 353,600 395,200 -- 176,800 -- -- 16,515
Charles H. McKellar 1995 333,299 254,794 -- 133,320 -- 96,608 44,290
Executive Vice President 1994 333,299 254,794 -- 133,320 20,000 94,714 13,860
1993 322,028 291,720 -- 128,811 -- -- 18,063
E. T. Walters 1995 193,863 135,182 -- 58,159 -- 42,144 25,762
Senior Vice President 1994 193,863 135,182 -- 58,159 12,000 41,318 11,315
1993 187,307 137,361 -- 56,192 -- -- 24,688
Charles E. Winge 1995 193,863 115,874 -- 58,159 -- 42,144 28,895
Senior Vice President 1994 193,863 115,874 -- 58,159 12,000 41,318 10,835
1993 187,307 126,577 -- 56,192 -- -- 16,563
<FN>
<F1> Includes compensation amounts earned during the fiscal year but deferred
under the Company's 401(k) plan (except for Mr. A. Dano Davis, in years
1993 and 1994 when he did not participate) and amounts contributed under
the Company's Senior Corporate Officers' Management Security Plan (Mr.
A. Dano Davis, $7,467; Mr. Kufeldt, $9,632; Mr. McKellar, $9,905; Mr.
Walters, $12,900; and Mr. Winge, $8,494).
<F2> Dividends are paid on restricted shares at the ordinary rate. Value is
determined based upon the closing market price of the Company's Common
Stock on the date of grant. The aggregate of restricted shares held and
their value at June 28, 1995, were: Mr. A. Dano Davis, no shares; Mr.
Kufeldt, 10,779 shares, $617,098; Mr. McKellar, 7,852 shares, $449,527;
Mr. Walters, 3,426 shares, $196,138; and Mr. Winge, 3,426 shares,
$196,138. These shares all vest, if at all, over a period of three
fiscal years from grant, if certain performance goals are attained. The
values above do not reflect the risk of forfeiture.
<F3> Performance Unit Plan payments earned in the fiscal year ending June 28,
1995 under the 1993 Plan, which related to performance during the fiscal
years ending June 30, 1993, June 29, 1994 and June 28, 1995, were paid
in early fiscal year 1995-96.
<F4> Includes (a) Company contributions to the Company's Profit Sharing Plan
of $7,400 for each of the named officers; (b) Company matching payments
under the Company's 401(k) Plan of $2,250 for each of the named
officers; and (c) $3,415 of merchandising contest awards for Mr. Walters
and $7,002 of merchandising contest awards for Mr. Winge. Also includes
(a) Company contributions to the Company's Supplemental Retirement Plan
("SRP") for the 1994-95 fiscal year of $25,415 for Mr. Davis, $25,305
for Mr. Kufeldt, $18,485 for Mr. McKellar, $4,698 for Mr. Walters and
$4,406 for Mr. Winge and (b) Company matching 401(k) payments under the
Company's SRP for the 1994-95 fiscal year of $14,199 for Mr. Davis,
$20,052 for Mr. Kufeldt, $16,155 for Mr. McKellar, $8,000 for Mr.
Walters and $7,837 for Mr. Winge. The fiscal year ended June 28, 1995
was the first full year the Company's SRP was in existence.
</FN>
</TABLE>
Option Exercises and Fiscal Year-End Values
The following table sets forth all stock options exercised by the named
executives during the fiscal year ended June 28, 1995, and the number and
value of unexercised options held by such executive officers at fiscal year
end.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Shares Value Underlying Unexercised in-the-Money
Acquired on realized Options at FY-End (#) Options at FY-End ($)<F1>
------------------------- -----------------------
Name exercise (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ------------------ ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
A. Dano Davis -- -- -- -- -- --
James Kufeldt -- -- 37,500 12,500 532,813 154,688
Charles H. McKellar -- -- 70,000 10,000 1,576,250 123,750
E. T. Walters 24,000 636,000 18,000 6,000 231,750 74,250
Charles E. Winge -- -- 18,000 6,000 231,750 74,250
<FN>
<F1> The closing price of the Company's Common Stock of $57.25 as reported on
the New York Stock Exchange composite tape on June 28, 1995, less the
exercise price, was used in calculating the value of unexercised
options. The exercise price is $28.50 per share for the presently
exercisable options for 40,000 shares held by Mr. McKellar. The
exercise price is $42.125 per share for the presently exercisable
options for 25,000 shares held by James Kufeldt, 20,000 shares held by
Charles H. McKellar, 12,000 shares held by E. T. Walters and 12,000
shares held by Charles E. Winge. The exercise price is $44.875 per
share for the presently exercisable options for 12,500 shares held by
James Kufeldt, 10,000 shares held by Charles H. McKellar, 6,000 shares
held by E. T. Walters and 6,000 shares held by Charles E. Winge. The
exercise price is $44.875 per share for all unexercisable options.
</FN>
</TABLE>
LONG-TERM INCENTIVE PLANS AWARDS IN LAST FISCAL YEAR
Restricted Stock Plan. In connection with the Company's Officer Compensation
Program, the Company provides its officers and key employees with an
opportunity to earn shares of the Company's Common Stock through a restricted
stock plan. The restricted stock awards are designed to motivate the
Company's officers and key employees to make decisions and to act in the best
interest of the Company's shareholders by having the restricted stock vest
when goals for a three-year period are achieved. For the awards made during
fiscal year 1994-95 for the period ending in fiscal year 1997-98, goals are
based upon a measure of return on invested capital. No award is made for
results that are less than the designated threshold. The restricted stock
awards granted in 1995 are listed in the Summary Compensation Table.
Performance Unit Plan. In connection with the Company's Officer Compensation
Program, the Company provides its officers and key employees with an
opportunity to earn additional cash compensation through a performance unit
plan. The performance units are designed to reward officers and key
employees for improvements in specified areas of Company performance for a
three-year period. For the awards made during fiscal year 1994-95 for the
period ending in fiscal year 1997-98, goals are based upon a matrix of the
increase in identical store sales and average sales for stores over 35,000
square feet. No award is made for improvements that are less than the
designated threshold. The performance unit grants outlined below, if earned,
would be paid in early fiscal year 1998-99 for results in the performance
period ending in fiscal year 1997-98.
Estimated Future Payouts
Under Non-Stock Price-Based Plans
---------------------------------
Number of
Performance Performance
Units Period
Granted Covered Threshold Target($) Maximum($)
----------- ----------- --------- -------- ----------
A. Dano Davis -- -- -- -- --
James Kufeldt 118,942 1995-97 -- 118,942 178,413
Charles H.McKellar 86,658 1995-97 -- 86,658 129,987
E. T. Walters 37,803 1995-97 -- 37,803 56,705
Charles E. Winge 37,803 1995-97 -- 37,803 56,705
REPORT ON EXECUTIVE COMPENSATION
The Company's compensation for its executive officers has developed over
the years and reflects the overall compensation philosophies of the Company
and the Founding Brothers. The Company's Officer Compensation Program (the
"Program") for fiscal year 1994-95 incorporated recommendations of a
consultant designed to fairly compensate executives for their performance and
contribution to the Company. Overall objectives are to motivate executive
officers, as well as other officers and key employees, to achieve the
Company's long and short-term performance goals and to reward them based in
part upon performance of the Company and in part upon their individual
contributions to that performance; to motivate such persons to think and act
as owners of the Company; to provide levels and forms of compensation to
retain high performing executives; and to reinforce the planning and
budgeting process of the Company for both short and long-term performance.
The Program includes three parts: (1) base compensation, designed to
reflect the overall level of responsibility, the position's risk/reward
profile, marketplace salary trends and the performance of the incumbent
within the position; (2) annual incentive compensation, a cash bonus with
award opportunities tied to the position's potential contribution to
performance against predetermined performance goals, with a portion based
upon the Company's performance and a portion based upon the performance of
the primary area of responsibility of the executive, as well as a
discretionary portion to allow adjustments for extraordinary circumstances;
and (3) long-term incentive compensation, based upon a restricted stock plan
and a performance unit plan. Under the restricted stock plan, grants of
restricted stock that pay dividends are given to the Company's officers and
key employees but these shares do not vest unless and until certain
performance requirements are met over a three-year period. Under the
performance unit plan, participants can earn a cash bonus based upon
three-year performance goals. These performance goals change annually and
are currently related to improvements in certain sales parameters.
For the Chairman of the Board, who is also the Principal Executive
Officer, and also for the President and Executive Vice President, the Program
is weighted toward long-term compensation. For Senior Vice Presidents it is
approximately equally weighted between long-term and annual compensation. The
other executive officers' compensation is weighted toward annual
compensation.
The Chairman and Principal Executive Officer of the Company, Mr. A. Dano
Davis (the "PEO"), for the fiscal year ended June 28, 1995, received no
increase in base compensation from the prior fiscal year. Because of his
substantial stock ownership, Mr. Davis again chose not to participate in both
the restricted stock and performance unit aspects of the Program's long-term
incentive compensation for the past fiscal year. Had he participated, the
grants made in June of 1995 for fiscal years 1996 and later would have been
in the amount of approximately $182,988 of value of restricted stock and a
maximum performance unit payment of approximately $178,413. Additionally,
the PEO does not participate in the Key Employee Stock Option Plan. Had he so
participated, the PEO would not have received an option to purchase shares of
the Company's Common Stock because no options were granted under such Plan to
any of the named officers during fiscal year 1994-95. Under the concept of
the Program, the PEO normally would participate in these plans, and if the
PEO had participated in 1995, his compensation would have closely tracked
that of the Company's President, Mr. James Kufeldt, as shown in the Summary
Compensation Table on page 8.
Both salary increases and annual incentive awards are based in major
part on the Company's financial performances for the fiscal years involved.
The performance targets for cash bonuses for fiscal year 1995 were based upon
sales volume and pre-tax return on sales and on the position held by each
participating officer and key employee. The cash bonuses could range from 0
to 200% of "target" awards for specific performance goals. For the PEO, the
target involved a matrix of increases in average store sales and earnings
before income tax as a percentage of sales. For the fiscal year 1994-95, the
compensation levels for the PEO and named executives were determined for both
base compensation and cash bonus targets by the Compensation Committee in
June 1994. The restricted stock and performance unit awards and performance
goals were established by the Compensation Committee upon recommendations of
the Long-Term Officer Compensation Committee. The performance goals for
restricted stock issued in fiscal year 1994-95 focused on a measure of return
on invested capital. The performance goals for restricted stock to be issued
in fiscal year 1995-96 will focus on customer satisfaction. The performance
goals for performance units issued in fiscal year 1994-95 and to be issued in
fiscal year 1995-96 will focus on store sales.
Also included in the Company's compensation for its executive officers
and key employees are various employee benefits. Generally, the benefits
offered to such persons serve a different purpose than do the other
components of compensation. In general, these benefits provide protection
against financial loss that can result from illness, disability or death.
Benefits offered to these employee are mainly those that are offered to the
Company's other employees, with some variation primarily to promote tax
efficiency and replacement of benefit opportunities lost due to regulatory
limits.
In 1993, Congress enacted Section 162(m) of the U.S. Internal Revenue
Code of 1986, effective for tax years beginning in 1994. Section 162(m)
precludes a public corporation from taking a deduction for compensation in
excess of $1 million per year for its chief executive officer and any of its
four other highest-paid executive officers. However, this deduction
limitation does not apply to certain performance-based compensation. Because
the regulations issued under Section 162(m) have not been finalized and the
impact of this limitation has been nominal on the Company, the Compensation
Committee remains reluctant to make changes at this time to the Program
solely for tax purposes. The Compensation Committee will continue to review
this issue and may recommend changes to the Program in the future.
This report is submitted by the following members of the Compensation
Committee, Long-Term Officer Compensation Committee, and the Key Employee
Stock Option Committee:
David F. Miller, Chairman of the Compensation Committee
Armando M. Codina, Compensation Committee
A. Dano Davis, Compensation Committee
Key Employee Stock Option Committee
Long-Term Officer Compensation Committee
Robert D. Davis, Key Employee Stock Option Committee
Long-Term Officer Compensation Committee
James Kufeldt, Compensation Committee
Radford D. Lovett, Compensation Committee
Julia B. North, Compensation Committee
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee includes as members Mr. James Kufeldt,
President of the Company, and Mr. A. Dano Davis, Chairman of the Board of
Directors and Principal Executive Officer of the Company. The Chairman of the
Compensation Committee, Mr. David F. Miller, and his son own controlling
interests in PureIce of the South, Inc. and Quality Food Equipment
Distributors. During fiscal year 1994-95, the Company purchased ice and
equipment in the amount of $2,254,068 from those companies. During the most
recently completed fiscal year, no executive officer of the Company served as
a director of, or as a member of the compensation or equivalent committee of
another entity, one of whose executive officers served on the Company's
Compensation Committee or as a director of the Company.
Stock Performance Graph
The following graph sets forth the yearly percentage change in the
cumulative total shareholder return on the Company's Common Stock during the
preceding five fiscal years ended June 28, 1995, compared with the cumulative
total returns of the S & P 500 Index and the S & P Retail (Food Chains)
Index. The comparison assumes $100 was invested on June 29, 1990 in the
Company's Common Stock and in each of the foregoing indices and assumes
reinvestment of dividends.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG WINN-DIXIE STORES, INC., THE S & P 500 INDEX
AND THE S & P RETAIL (FOOD CHAINS) INDEX (1)
Measurement
Pt. FYE FYE FYE FYE FYE
6/27/90 6/26/91 6/24/92 6/30/93 6/29/94 6/28/95
Winn-Dixie $100 $115.29 $138.64 $177.24 $139.90 $192.23
S&P Retail (Food Chains) $100 $111.93 $101.04 $126.09 $122.68 $149.14
S&P 500 Index $100 $107.40 $121.80 $138.40 $140.35 $176.94
Assumes Initial Investment of $100 and reinvestment of dividends
Note: Total Returns Based on Market Capitalization
Data and chart furnished by Zacks Investment Research, Inc.
(1) Includes the following companies: RETAIL (FOOD CHAINS)--Albertson's,
American Stores, Bruno's, Inc., Giant Food Class A, Great A&P, Kroger
and Winn-Dixie.
INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS
American Heritage Life Insurance Company (the "Insurance Company") is a
wholly-owned subsidiary of American Heritage Life Investment Corporation, of
which Messrs. A. Dano Davis, Robert D. Davis and Radford D. Lovett are
directors. The Company is essentially self-insured for purposes of employee
group, medical, accident and sickness insurance, with the Insurance Company
providing administrative services and expenses. During the fiscal year ended
June 28, 1995, the Company paid (i) $79,066,444 on behalf of its associates
and certain retired officers and their insured dependents for medical and
disability claims and (ii) $2,397,590 for death benefits, and the Insurance
Company received (iii) $3,206,323 for administrative services, state premium
taxes, and expenses of the group medical and accident plan. The Insurance
Company is also the carrier of the life insurance on certain present and
former officers of the Company of which the Company is a beneficiary, and the
Company paid premiums aggregating $21,898 for such individual policies during
fiscal year 1995. The Company also paid $10,237,799 in net premiums on life
insurance policies to fund the corporate senior officers management security
plan for 33 officers (including 24 executive officers) and a similar
contributory plan for 513 other eligible key management personnel. The plans
also provide benefits to former participants who have retired and
beneficiaries of deceased participants.
In the fiscal year ended June 28, 1995, the Insurance Company paid Mayo
Clinic Jacksonville $2,628 and its affiliate St. Luke's Hospital $65,720,
both of which are affiliates of Mr. Rider's employer. These amounts were
ultimately reimbursed to the Insurance Company by the Company under its group
medical and accident plan. The Company also made a charitable contribution
of $10,000 to the Mayo Foundation.
During the fiscal year ended June 28, 1995, the Company purchased ice
and equipment in the amount of $2,254,068 from entities in which Mr. David F.
Miller and his son own a controlling interest.
In the fiscal year ended June 28, 1995, the Company received payments
from D.D.I., Inc., a corporation controlled by the Davis Family, in the
aggregate amount of $132,615 for group insurance, office rentals and related
expenses, and legal services.
AGREEMENT OF SHAREHOLDERS
OF
D.D.I., INC.
On April 19, 1989, an Agreement of Shareholders (the "Agreement") was
entered into by a Florida corporation now known as D.D.I., Inc. ("DDI") and
its shareholders to make provision for future disposition, voting and
transfer of its shares. DDI, which, as of July 31, 1995, owned 20,393,666
shares of Common Stock of the Company, is controlled by the Davis Family.
Subject to certain exceptions, the Agreement prohibits disposition of
DDI shares by a DDI shareholder except with the written consent of DDI and
all other DDI shareholders. If any DDI shareholder desires to make a
disposition of shares of DDI, such person must offer the shares to DDI, and
if DDI does not purchase all of the shares, then to the other DDI
shareholders. The Agreement also restricts transfers in the event of death,
divorce, change in beneficial interest in a trust or involuntary disposition;
and sets out procedures for establishing fair market value, termination of
the Agreement, selection of a Board of Directors of DDI; and increasing the
capital surplus of DDI if necessary to purchase DDI shares.
DDI shareholders who are parties to the Agreement include the Estate of
A. D. Davis, Robert D. Davis, A. Dano Davis, T. Wayne Davis, and Charles P.
Stephens, spouses, children, grandchildren, relatives, in-laws, trusts for
the benefit of Davis Family members, and corporations and other entities
controlled by them.
PROPOSAL 2 ADOPTION OF THE WINN-DIXIE
RESTRICTED STOCK PLAN
The Company's Officer Compensation Program has developed over the years
and reflects the overall compensation philosophies of the Company and the
Founding Brothers. The Officer Compensation Program has always included a
long-term incentive component. On June 21, 1995, the Board of Directors
adopted, subject to adoption by the shareholders, the Winn-Dixie Restricted
Stock Plan (the "Restricted Stock Plan") as a means of formalizing the
restricted stock aspect of the Officer Compensation Program. It is intended
that the Restricted Stock Plan will comply with Rule16b-3 promulgated
pursuant to the Exchange Act. In general, the proposed Restricted Stock Plan
is basically the same as the restricted stock component under the Officer
Compensation Program but some technical amendments have been added regarding
the procedure for amendments, the maximum number of shares that may be issued
under the Restricted Stock Plan and the maximum number of shares that may be
issued to any individual during a fiscal year. In the event the Company's
shareholders do not adopt the Restricted Stock Plan, the restricted stock
aspect of the Officer Compensation Program will continue as it has in the
past.
Description of the Restricted Stock Plan
The following summary of the Restricted Stock Plan is qualified in its
entirety by reference to the text of the Restricted Stock Plan, which is
attached hereto as Exhibit A. The Restricted Stock Plan will be administered
by the Long-Term Officer Compensation Committee (the "Restricted Stock
Committee") of the Board of Directors. Eligibility requirements for the
members of the Restricted Stock Committee shall comply with the provisions of
Rule 16b-3 promulgated under the Exchange Act. The Restricted Stock
Committee has full and final authority, in its sole discretion, to select the
officers and key employees who will be granted restricted stock and to
determine the number of shares to be granted.
The major provisions of the Restricted Stock Plan are as follows:
Eligibility. The Restricted Stock Committee is authorized to grant
awards of restricted stock to any officer or key employee of the Company
or its subsidiaries who, in the judgment of the Restricted Stock
Committee, is responsible for or contributes to the management, growth
or profitability of the Company. As of July 31, 1995, there were 36
officers and key employees of the Company and its subsidiaries who were
eligible for participation in the Restricted Stock Plan.
Restricted Stock. Restricted stock consists of actual shares of
Common Stock that cannot be sold, transferred or pledged until certain
restrictions lapse. These restrictions will lapse within 30 days after
the date on which independent certified public accountants have issued
their opinion on the Company's financial statements if (i) the terms or
performance requirements of the restricted stock award have been met and
(ii) the participant is still employed by the Company.
Performance Requirements. On a case-by-case basis, the Restricted
Stock Committee will set certain performance goals with respect to a
three-year period. These performance goals will be, and historically
have been, goals that motivate participants to think and act as
shareholders of the Company.
Shares That May Be Issued under the Restricted Stock Plan. A
maximum of 1,000,000 shares of the Company's Common Stock will be
available to be issued under the Restricted Stock Plan. If any shares
of restricted stock do not vest as a result of the performance
requirements not being met or otherwise, such shares will then become
available for additional grants under the Restricted Stock Plan. The
1,000,000 shares available represent approximately 1.32% of the
Company's Common Stock issued and outstanding on July 31, 1995.
Shares That May Be Issued to Any Individual. The maximum number of
shares of Restricted Stock that may be granted under an award to any
recipient during any one of the Company's fiscal years shall not exceed
10,000 shares.
Adjustment in Event of Change in Common Stock. In the event of any
recapitalization, reclassification, splitup or consolidation of the
Company's Common Stock, merger or consolidation of the Company or sale
by the Company of all or a portion of its assets, or other event that
could distort the implementation of the Restricted Stock Plan or the
realization of its objectives, the Restricted Stock Committee may make
such appropriate adjustments in the restricted stock or the terms,
conditions or restrictions on the restricted stock or awards as the
Restricted Stock Committee deems equitable.
Estimate of Benefits. The number of shares of restricted stock
that will be awarded to the Company's Principal Executive Officer and
the other four most highly compensated executive officers of the Company
pursuant to the Restricted Stock Plan cannot be predicted. However, the
Principal Executive Officer has not participated in the Company's
Program of long term incentive compensation in recent years and is not
expected to participate in the Restricted Stock Plan. Previous awards
of restricted stock to the Company's other four most highly compensated
executive officers are described in the Summary Compensation Table on
page 8.
Termination of and Amendments to the Restricted Stock Plan. The
Board of Directors may terminate or amend the Restricted Stock Plan from
time to time in any manner permitted by applicable laws and regulations,
except that no amendment may be made to the Restricted Stock Plan
without the approval of the shareholders if the amendment would: (i)
materially increase the benefits accruing to participants under the
Restricted Stock Plan; (ii) materially increase the shares of Common
Stock that may be issued under the Restricted Stock Plan; or (iii)
materially modify the requirements as to eligibility for participation
in the Restricted Stock Plan.
Market Price of the Company's Common Stock
The closing market price of the Company's Common Stock on the New York
Stock Exchange Composite Listing for July 31, 1995, was $57.125 per share.
The Board of Directors recommends a vote FOR Proposal 2.
PROPOSAL 3 AMENDMENT TO THE REVISED
WINN-DIXIE STOCK PURCHASE PLAN FOR EMPLOYEES
The Company has in effect a Revised Winn-Dixie Stock Purchase Plan for
Employees (the "Employee Stock Purchase Plan") under which the Company may
grant options to eligible employees at a price per share, in the case of each
option granted, determined by a committee of the Board of Directors
(the"Committee") but not less than 85% of the fair market value of the
Company's Common Stock on the date such option is granted. Although a total
of 16,086,618 shares have been authorized to be issued to employees pursuant
to the Employee Stock Purchase Plan only 265,564 shares remain available for
sale as of July 31, 1995. Eligible employees include those employees who (i)
have been employed by the Company or a subsidiary of the Company for at least
one year prior to the date of the grant of such options, (ii) are of legal
age to purchase stock in the state of their residences and (iii) are actively
employed by the Company or a subsidiary of the Company at the date of the
grant of such options (the "Eligible Employees").
On June 21, 1995, the Board of Directors approved an amendment to the
Employee Stock Purchase Plan, subject to approval by the shareholders, to
increase the total number of shares available under the Employee Stock
Purchase Plan to 17,086,618 from 16,086,618 (of which 15,821,054 have been
previously issued under the Employee Stock Purchase Plan).
The Company's shareholders are being asked to approve the authorization
of an additional 1,000,000 shares of the Company's Common Stock for issuance
under the Employee Stock Purchase Plan. Since under certain federal tax
regulations any change in the aggregate number of shares that may be issued
under the Employee Stock Purchase Plan will be considered to have created a
new plan requiring shareholder approval within 12 months of such change, the
shareholders are also being asked to reapprove and readopt the Employee Stock
Purchase Plan as previously approved and adopted by them, as further amended
by the amendment increasing the number of shares that may be issued under the
Employee Stock Purchase Plan. In the event the Company's shareholders do not
adopt the amendment increasing the number of shares that may be issued under
the Employee Stock Purchase Plan, such amendment shall become null and void,
and the Employee Stock Purchase Plan, as in effect prior to the amendment,
shall continue in full force and effect.
Description of Employee Stock Purchase Plan
The following summary of the Employee Stock Purchase Plan, as amended,
is qualified in its entirety by reference to the text of the Employee Stock
Purchase Plan, as amended, which is attached hereto as Exhibit B. The
Committee determines on the first business day of each month whether or not
to grant options for that month and, if options are to be granted, what the
option price per share shall be. If any options are granted for any month,
options are granted to all Eligible Employees. Subject to the share
limitations of the Employee Stock Purchase Plan, each Eligible Employee is
granted an option to purchase up to 3,000 shares of stock less the number of
shares previously purchased by the employee during the calendar year in which
such option is granted. In addition, there are other limitations required by
law with respect to employees to whom options may be granted and as to the
number of shares which may be covered by such options. The options, and the
corresponding right to purchase the Company's Common Stock, expire at the
close of business on the last business day of the month in which the options
were granted. Because all Eligible Employees have the same ability to
participate in the Employee Stock Purchase Plan and the decision to take
advantage of that ability is dependent upon the individual investment
decisions of the Eligible Employees, it is not possible to determine the
benefits that the executive officers of the Company will receive under the
Employee Stock Purchase Plan.
Eligible Employees may exercise their rights under the Employee Stock
Purchase Plan by executing a subscription agreement (the "Subscription
Agreement") and (i) tendering the full cash purchase price or (ii) tendering
at least $1.00 per share and executing and delivering a promissory note (the
"Promissory Note") payable to the Company for the balance of the purchase
price. Eligible Employees may purchase up to 50 shares by executing and
delivering a non-interest bearing Promissory Note and, subject to approval by
the Committee in its discretion from time to time at the time of granting
options, up to 25 shares by executing and delivering an interest bearing
Promissory Note, the terms of which are determined by the Committee.
The Subscription Agreement provides that any shares purchased pursuant
to the Employee Stock Purchase Plan must first be tendered to the Company
before such shares can be sold. If such tender occurs within two years of
the purchase of the shares, the Company may purchase the shares so tendered
for the same price that the Eligible Employee paid for the shares. If such
tender occurs more than two years after the purchase of the shares, the
Company may purchase the shares so tendered for the market price of such
shares. If the Company does not accept the tender of the shares, the shares
may be sold free of any restrictions or limitations.
The maximum number of shares that may be sold pursuant to the Employee
Stock Purchase Plan, as well as the number of shares that may be purchased
pursuant to the exercise of any option outstanding thereunder, are subject to
anti-dilution provisions in the event of stock splits, certain stock
dividends and similar events.
Options granted pursuant to the Employee Stock Purchase Plan may not be
sold, pledged, assigned or transferred by their holders. Upon the death of
such holder, the option immediately ceases and terminates.
The Board of Directors has the power, among other things, to add to,
amend or repeal any of the provisions of the Employee Stock Purchase Plan, to
suspend its operation for any period or to terminate it in whole or in part,
but no such addition, amendment, repeal, suspension or termination may in any
way affect the rights of the holders of outstanding options to purchase
shares of Common Stock in accordance with the provisions of such options.
Unless authorized or ratified by the shareholders of the Company, no
amendment to the Employee Stock Purchase Plan may become effective that will
(i) change the method of determining the aggregate number of shares available
thereunder, (ii) permit the granting of options to persons other than
Eligible Employees, (iii) change the minimum option price or (iv) eliminate
the transfer restrictions on the options.
Federal Income Tax Consequences
For federal income tax purposes, an employee will not realize income at
the date of grant or date of exercise. If no disposition of such shares is
made within two years of the date of grant or within one year from the date
of exercise, then upon subsequent disposition of the stock, ordinary income
will be realized by the employee to the extent of the lesser of (i) the
amount by which the fair market value at such disposition exceeds the price
paid, or (ii) the amount by which the fair market value on the date of grant
exceeds the option price. Any further gain will be capital gain. No income
tax deduction will be allowed the Company for shares transferred to an
employee, provided such shares are held for the periods described above. If
the shares are disposed of within the periods described above, the employee
will recognize ordinary income for the taxable year of the disposition equal
to the excess of the fair market value of the shares on the date of exercise
over the price paid, and the Company will, generally, be entitled to a
deduction equal to the amount of ordinary income recognized by the employee.
General Information
The net proceeds of sales of Common Stock sold pursuant to the Employee
Stock Purchase Plan will be added to the general funds of the Company. The
Company is unable to state at this time for what purposes such proceeds may
be used other than as working capital.
At July 31, 1995, the Company and its wholly owned subsidiaries had
approximately 123,000 employees of whom approximately 67,182 (including 22
executive officers, 2 of whom are also Directors of the Company) were
"Eligible Employees" under the Employee Stock Purchase Plan.
Following is a tabulation showing, with respect to each grant of options
pursuant to the Employee Stock Purchase Plan since the fiscal year ended June
24, 1992, (i) the number of shares of Common Stock purchased by all
employees, (ii) the aggregate purchase price of the shares so purchased and
(iii) the aggregate market value of the shares so purchased at the date of
each such grant:
Number Aggregate Aggregate
Month of Of Shares Purchase Market
Employee Sale Purchased Price Value
October 1994 602,546 $25,909,478 $30,240,277
Of the shares referred to above, persons who are now executive officers
(including officers who are now also Directors of the Company), purchased
7,470 shares in 1994 at an aggregate exercise price of $321,210.
The closing price of the Company's Common Stock as reported on the New
York Stock Exchange Composite Listing on July 31, 1995, was $57.125 per
share. The market value of the 265,564 shares remaining available for sale
under the Employee Stock Purchase Plan on that date was $15,170,343.
The Board of Directors recommends a vote FOR Proposal 3.
PROPOSAL 4 RATIFICATION OF APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS
Action is to be taken at the Annual Meeting of Shareholders with respect
to the ratification of the appointment by the Board of Directors of the
Company of KPMG Peat Marwick LLP as independent public accountants to audit
the books of the Company for the fiscal year commencing June 29, 1995. KPMG
Peat Marwick LLP has been regularly employed by the Company for many years to
examine its books and accounts, and for other purposes, for which services
their customary fees have been paid.
Representatives of KPMG Peat Marwick LLP are expected to be present at
the Annual Meeting and will have an opportunity to make such statements as
they may desire. Such representatives are expected to be available to respond
to appropriate questions from shareholders.
The Board of Directors recommends a vote FOR Proposal 4.
SHAREHOLDER PROPOSALS FOR 1996 ANNUAL MEETING
In order to be presented at the Company's 1996 Annual Meeting of
Shareholders, a shareholder proposal must be received at the principal office
of the Company, 5050 Edgewood Court, Jacksonville, Florida 32254-3699, by May
4, 1996.
MISCELLANEOUS
The Company's audited financial statements and certain other financial
information for its fiscal year ended June 28, 1995, are included as pages
F-1 to F-19, inclusive, annexed to this Proxy Statement.
As of the date of this Proxy Statement, Management does not know of any
other matter that will come before the meeting. In the event that any other
matter properly comes before the meeting, the persons named in the enclosed
form of proxy intend to vote all proxies in accordance with their judgment on
such matter.
By Order of the Board of Directors
Judith W. Dixon
Secretary
September 1, 1995
EACH SHAREHOLDER IS URGED TO EXECUTE AND RETURN THE ENCLOSED PROXY PROMPTLY.
IN THE EVENT A SHAREHOLDER DECIDES TO ATTEND THE MEETING, HE OR SHE MAY, IF
SO DESIRED, REVOKE THE PROXY AND VOTE HIS OR HER SHARES IN PERSON.
<PAGE>
EXHIBIT A
WINN-DIXIE STORES, INC. RESTRICTED STOCK PLAN
Winn-Dixie Stores, Inc. (the "Company") herein adopts the Winn-Dixie
Stores, Inc. Restricted Stock Plan (the "Plan") as part of its Officer
Compensation Program. The Plan shall be effective as of June 29, 1995,
conditioned upon the Plan being approved by the Company's shareholders in
accordance with Rule 16b-3(b) issued pursuant to the Securities and Exchange
Act of 1934, as amended (the "Exchange Act").
I. KEY FEATURES OF THE PLAN
A. Definition of Restricted Stock
"Restricted Stock" consists of actual shares of Company common
stock that cannot be sold, transferred or pledged until the
Restriction Period lapses. The Restriction Period will lapse
within 30 days after the date on which independent certified public
accountants have issued their opinion on the Company's financial
statements if the performance requirements for such shares are met.
While the restrictions remain, the holder of the shares has the
right to vote the shares and receive dividends.
B. Definition of Restriction Period
"Restriction Period" means the period commencing on the date an
award is granted and ending on such date or upon the achievement of
such requirements as established for each such award by the
Committee (the "Committee") appointed by the Board of Directors of
the Company (the "Board") pursuant to Section II.
C. Definition of Key Employee
"Key Employee" means an officer or other key employee of the
Company or its subsidiaries who, in the judgment of the Committee,
is responsible for or contributes to the management, growth or
profitability of the business of the Company or its subsidiaries.
D. Shares Subject to the Plan
-- The total number of shares that may be awarded under the Plan
is 1,000,000 shares.
E. Award of Restricted Stock
-- The Committee shall determine Key Employees who shall
participate in the Plan, the shares of stock awarded to each
Key Employee and the terms and conditions for shares to be
awarded, including, but not limited to, the Restriction Period
and the performance requirements.
-- The amount of stock to be issued in a participant's name each
year will depend upon: (i) a target award level set for such
participant; and (ii) the price of the stock at the time of
the grant.
-- The maximum number of shares of Restricted Stock that may be
granted under an award to any participant during any one of
the Company's fiscal years shall not exceed 10,000 shares.
-- The restrictions will lapse and the stock will belong to a
participant free and clear of any restrictions when the
Restriction Period expires, if and only if, the participant
remains in the employ of the Company or its subsidiaries
throughout the Restriction Period.
-- Except as otherwise provided by the Committee when an award is
made, if a participant leaves the employ of the Company or its
subsidiaries prior to the expiration of the Restriction Period
all shares of Restricted Stock shall be forfeited.
-- Forfeited shares will be available for grant by the Committee
to other participants.
-- Restricted stock must be held for at least six months from the
date of grant as required under Rule 16b-3(c)(1) issued
pursuant to the Exchange Act.
F. Restrictions
-- In accordance with Rule 16b-3(a)(2) of the Exchange Act, the
right of any individual to any award payable under the Plan
may not be assigned, transferred, pledged or encumbered,
either voluntarily or by operation of law, except by the laws
of descent and distribution upon death or pursuant to a
qualified domestic relations order as defined by the Internal
Revenue Code of 1986, as amended, or Title I of the Employee
Retirement Income Security Act, or the rules thereunder.
II. ADMINISTRATION OF THE PLAN
A. The Plan shall be administered by the Committee, as appointed by
the Board and serving at the Board's pleasure. All members of the
Committee shall be "disinterested" as such term is defined in Rule
16b-3(c)(2) issued pursuant to the Exchange Act.
B. The Committee shall have the authority to establish the terms and
conditions of all awards including, but not limited to,
establishing the Restriction Period and performance requirements
for each award.
C. The Committee's decisions and determinations under the Plan need
not be uniform and may be made selectively among individuals
whether or not such individuals are similarly situated.
D. The Committee shall have full power, discretion and authority to
interpret, construe and administer the Plan and any part thereof,
and its interpretations and constructions thereof and actions taken
thereunder shall be final, conclusive and binding on all persons
for all purposes.
III. AMENDMENT OR TERMINATION
A. The Board may, at any time, amend or terminate the Plan. The Plan
may also be amended by the Committee provided that all such
amendments shall be reported to the Board. No amendment or
termination of the Plan shall retroactively impair the rights of
any person with respect to an award.
B. Any amendment to the Plan shall be effective subject to being
approved by the Company's shareholders in accordance with Rule 16b-
3(b) issued pursuant to the Exchange Act if the amendment would:
(i) materially increase the benefits accruing to participants under
the Plan; (ii) materially increase the numbers of securities that
may be issued under the Plan; or (iii) materially modify the
requirements as to eligibility for participation in the Plan.
<PAGE>
EXHIBIT B
WINN-DIXIE STORES, INC.
REVISED STOCK PURCHASE PLAN FOR EMPLOYEES
(Changes made by the proposed amendment have been marked.
Additions are double underlined. Deletions are struck through.)
ARTICLE I
Designation and Purpose of the Plan
The Plan shall be known as the "Revised Winn-Dixie Stock Purchase Plan
for Employees" (the "Plan"). The purpose of the Plan is to encourage
employees of Winn-Dixie Stores, Inc. (the "Company") and of any "Subsidiary"
(a corporation in which all of the outstanding shares of capital stock of
every class shall, at the time or times in question, be owned by the Company
or any other Subsidiary of the Company) to purchase and own the Common Stock
of Winn-Dixie Stores, Inc., thereby promoting their increased interest in the
Company's affairs, growth and development.
ARTICLE II
Shares Available for Purchase
Subject to the anti-dilution provisions contained herein, a maximum of
17,086,618 shares of the Company's Common Stock, having a par
value of $1.00 per share, as constituted on October 31, 1990 (the "Stock"),
whether presently authorized and unissued or held in the Company's treasury
or hereafter reacquired by the Company, may be issued and sold upon the
exercise of options granted subsequent to October 2, 1964 pursuant to the
Plan ("Options"). Such 17,086,618 shares shall consist of the 17,086,618
shares of the Company's Common Stock heretoforeauthorized to be so issued
and sold, including shares which were authorized to be issued and sold upon
the exercise of options granted pursuant to theCompany's now terminated Stock
Purchase Plan for Employees (adopted in 1958), as amended (the "1958 Plan"),
which were not so issued and sold.
In the event that the Stock shall be split up, divided or otherwise
reclassified into a greater number of shares of Stock or of any other class
of Common Stock of the Company, the term "Stock" shall thereafter mean the
Common Stock of the Company into which the shares of Stock were so split up,
divided or otherwise reclassified; and the remaining number of shares of
Stock which may thereafter be sold pursuant to the Plan, and the remaining
number of shares of Stock which may thereafter be made subject to Options
granted to any Eligible Employee pursuant to the Plan shall be
correspondingly increased. In case any dividend payable in shares of Stock
is paid to the holders of outstanding shares of Stock, the remaining number
of shares of Stock which may thereafter be sold pursuant to the Plan, and the
remaining number of shares of Stock which may thereafter be made subject to
Options granted to any Eligible Employee pursuant to the Plan shall be
increased by the percentage which the number of shares of Stock so paid as a
dividend bears to the total number of shares of Stock outstanding immediately
prior to the payment of such dividend; provided, however, that no such
increase shall be made with respect to any dividend aggregating less than 20%
of the total number of shares of Stock outstanding immediately prior to the
payment thereof.
ARTICLE III
Eligible Employees
Options may be granted under the Plan only to employees of the Company
or of a Subsidiary, (1) who have an employment date of not less than one year
prior to the date of the offering, (2) who are of legal age to purchase stock
in the state of their residence, and (3) who are actively employed at the
date of the offering. "Actively employed" means on the payroll and not on
leave of absence (including workers' compensation, medical, military or other
leaves). Such employees are herein called"Eligible Employees".
ARTICLE IV
Option Price
The exercise price per share of Stock covered by any Option granted
pursuant to the Plan shall be determined by the Committee referred to in
Article V hereof, but shall be not less than 85% of the fair market value of
the Stock at the time such Option is granted nor less than $1.00.
ARTICLE V
Granting of Options
A committee appointed by the Board of Directors of the Company,
consisting of two or more members of the Board of Directors (the "Committee")
shall, by decision of a majority thereof, determine in its sole and final
discretion on the first business day of each month until such time as all
shares of Stock available for purchase under the Plan have been sold, whether
or not to grant Options for that month and, if Options are to be granted,
what the option price per share shall be.
If any Options are granted for any month, as aforesaid, Options shall be
granted to all employees who are Eligible Employees on the first business day
of such month, upon the following terms and conditions:
1. The Committee shall have the authority to limit the maximum
number of shares to be issued and sold upon the exercise of Options
granted for any month to a number not to exceed the number of shares
then authorized for sale pursuant to the Plan. Each Eligible Employee
shall be granted an Option for the purchase of 3,000 shares of Stock
less the number of shares previously purchased by such Eligible Employee
pursuant to the Plan during the calendar year in which such Option is
granted; provided, however, that no Eligible Employee shall be granted
an Option if such Employee, immediately after the grant of such Option,
would own, within the meaning of Section 423(b)(3) of the Internal
Revenue Code of 1986, as amended (the "Code"), stock possessing 5% or
more of the total combined voting power or value of all classes of stock
of the Company or of a "parent corporation" or "subsidiary corporation"
of the Company, as defined in Section 425(e) and (f) of the Code; and
provided further, that no employee shall be granted an Option which
would permit such employee's rights to purchase shares of stock of any
class of the Company or of a "parent corporation" or of a "subsidiary
corporation" of the Company (as defined above) pursuant to all employee
stock purchase plans of the Company and of any such "parent corporation"
or "subsidiary corporation" to accrue at a rate which would exceed an
aggregate of $25,000 of fair market value of such securities (determined
at the time such Option is granted) in any calendar year.
2. Each Option granted hereunder and each right to purchase Stock
pursuant to its exercise shall cease and terminate at the close of
business on the last business day of the month for which said Option
shall have been granted.
ARTICLE VI
Options Not Transferable
No Option granted to an employee to purchase shares of Stock pursuant to
the Plan may be sold, pledged, assigned or transferred in any manner during
such employee's lifetime, and upon the death of such employee said Option
shall immediately cease and terminate.
ARTICLE VII
Amendment, Suspension and Termination of the Plan
The Board of Directors of the Company shall have the power at any time
to add to, amend or repeal any of the provisions of the Plan, to suspend the
operation of the entire Plan or of any provision or provisions thereof for
any period or periods or to terminate the Plan in whole or in part, provided,
however, that no such addition, amendment, repeal, suspension or termination
shall in any way affect the rights of the holders of outstanding Options to
purchase shares of stock in accordance with the provisions hereof; and
provided, further, that any such addition, amendment or repeal which shall
change any of the terms of Articles II, III, IV, VI or VII hereof or which
shall change any of the terms of Article V hereof except the number of shares
of Stock which may be purchased by any Eligible Employee during any one
calendar year shall be subject to approval by the Stockholders of the Company
within twelve months after its adoption or such addition, amendment or repeal
shall become null and void and any provision so attempted to be changed shall
continue in full force and effect.
ARTICLE VIII
Provisions with Respect to Granting of Options
Options shall be granted pursuant to the Plan only in accordance with
the provisions set forth in Article V and this Article VIII of the Plan.
For the purpose of determining whether an employee has been employed by
the Company and/or one or more Subsidiaries for less than one year, there
shall be included in the term of such employee's employment any period of
employment by any person, firm, organization or corporation all of whose
outstanding shares of capital stock of every class and/or all or
substantially all of whose operating assets and/or business shall have been
acquired by the Company and/or one or more of its Subsidiaries prior to the
time as of which such determination is made, and transfer from the employment
of the Company to that of a Subsidiary or vice versa, or from the employment
of one Subsidiary to that of another Subsidiary, shall not constitute a
termination or interruption of the continuity of employment.
If the Committee shall determine to grant Options for any month as
provided in the Plan, such determination, and the exercise price per share of
Stock covered thereby, shall be communicated to all Eligible Employees within
a reasonable time thereafter by posting written notice thereof in a
conspicuous place in all offices, stores, warehouses, plants, garages and
other facilities where any Eligible Employees are employed or by giving
written notice in such other manner as the Committee in its sole discretion
shall deem advisable.
No option shall be granted pursuant to the Plan unless a Registration
Statement under the Securities Act of 1933, as amended, with respect to the
shares of Stock covered thereby shall have been filed with the Securities and
Exchange Commission or unless an exemption from registration in accordance
with regulations duly promulgated by said Commission under said Act shall
then be applicable, and no Option granted pursuant to the Plan shall be
exercisable, and no shares of Stock shall be sold or issued upon the exercise
of any Option, unless such a Registration Statement shall be in effect and a
prospectus with respect to such shares, which at the time of such exercise,
sale or issue, as the case may be, meets the requirements of Section 10(a) of
said Act, shall then be available for delivery to Eligible Employees or
unless an exemption from registration in accordance with regulations duly
promulgated by said Commission under said Act shall then be applicable.
ARTICLE IX
Exercise of Options
Subject to the provisions of the last paragraph of Article VIII hereof
and to the conditions set forth in Article X hereof, Eligible Employees shall
have the right to purchase shares of Stock upon exercise of Options in
accordance with any of the following three methods:
1. Any Eligible Employee who holds an Option may exercise said
Option during the month for which it was granted in whole at any one
time, or in part from time to time (provided that each exercise shall be
for ten or more shares of stock), by delivering a duly executed
subscription agreement to the Company or its duly authorized agent or
representative, such subscription agreement to be accompanied by payment
in full in cash for such shares at the exercise price per share
therefor.
2. Any Eligible Employee who holds an Option granted after July 11,
1969, may exercise said Option at any time during the month for which it
was granted, to the extent of a maximum of 50 shares (but subject to the
proviso that each such exercise shall be in increments of 5 shares but
not less than 10 shares), by delivering a duly executed subscription
agreement to the Company or its duly authorized agent or representative,
such subscription agreement to be accompanied by payment in cash in the
amount of at least $1.00 per share for each share purchased and by the
Eligible Employee's non-interest bearing promissory note for the balance
of the price of the shares to which such note relates at the exercise
price per share therefor. No Eligible Employee may purchase more than an
aggregate of 50 shares pursuant to Options granted after July 11, 1969
whether at one time or from time to time, through payment by such
non-interest bearing promissory notes.
3. Subject to approval by the Committee in its discretion from time
to time at the time of granting such Options, any Eligible Employee who
holds an Option granted after October 31, 1978 and who has theretofore
purchased the maximum of 50 shares through the delivery of a
non-interest bearing promissory note as provided in paragraph 2 above
may exercise said Option at any time during the month for which it was
granted, to the extent of a maximum of 25 shares (but subject to the
proviso that each such exercise shall be for 10, 15, 20 or 25 shares),
by delivering a duly executed subscription agreement to the Company or
its duly authorized agent or representative, such subscription agreement
to be accompanied by payment in cash in the amount of at least $1.00 per
share for each share purchased and by the Eligible Employee's promissory
note, bearing interest at the rate determined by the Committee at the
time of granting such Option, for the balance of the price of the shares
to which such note relates at the exercise price per share therefor. No
Eligible Employee may purchase more than an aggregate of 25 shares
pursuant to Options granted after October 31, 1978 whether at one time
or from time to time, through payment by such interest bearing
promissory notes.
Payment for any shares purchased otherwise than through delivery of
promissory notes as provided in paragraphs 2 and 3 above shall be made in
cash as provided in paragraph 1 above.
Such subscription agreement shall provide, with respect to any shares of
Stock purchased pursuant to the Plan subsequent to January 1, 1988, that any
such shares may be sold by the Eligible Employee who purchased such shares or
any successor in interest in the event of such Eligible Employee's death,
only by means of their tender to the Company. If such tender shall occur
during the period of two years following the purchase of the shares of Stock
so purchased, the Company, if it shall accept such tender, shall pay for such
shares the same price paid to the Company by the Eligible Employee therefor.
If such tender shall occur more than two years after the purchase of the
shares of Stock so purchased, the Company, if it shall accept such tender,
shall pay for such shares the market price of such shares on the date of the
receipt by the Company of their tender to the Company. In such subscription
agreement such Eligible Employee shall agree with the Company that
certificates for shares of Stock so purchased by such Employee may bear the
following legend:
"The shares of the Common Stock of Winn-Dixie Stores, Inc.
represented by this certificate are subject to the provisions of
Article IX of the Revised Stock Purchase Plan for Employees, as
amended, of Winn-Dixie Stores, Inc. Such shares may be sold by the
holder thereof only by means of their tender to Winn-Dixie Stores,
Inc. for the applicable consideration set forth in such Article IX,
unless the Company shall not accept the tender of such shares, in
which case the shares may be sold by the holder thereof, free of
any restrictions or limitations."
In any case in which payment is made in part by promissory note the
certificate representing the shares of Stock purchased shall be issued in the
name of the Eligible Employee so purchasing the same and shall be endorsed by
the Eligible Employee in blank (or accompanied by a duly executed stock
power) and delivered to and pledged with the Company as security for the
note, and a pledge agreement shall be entered into by such Eligible Employee
and the Company. The pledge agreement shall provide that (i) no certificate
for pledged shares of Stock shall be redelivered to the pledgor until the
promissory note (together with all interest thereon, if any) has been paid in
full and (ii) provided that there has been no default under the terms and
provisions of the promissory note, the Company will not cause the certificate
for the pledged shares of Stock to be transferred out of the name of the
pledgor and the pledgor shall have the right to vote such shares of Stock at
all meetings of the stockholders of the Company and shall receive all cash
dividends paid on such shares. The pledge agreement shall contain such other
provisions as the Company may deem advisable.
The principal of the promissory note shall be payable in equal
installments payable weekly or monthly depending upon whether the pledgor is
paid on a weekly or monthly basis, of such amount as may be determined by the
payroll department of the division or office in which the pledgor is employed
(but which equal installments shall, in each case, be payable over a period
of no less than three years), and the pledgor shall give a written
authorization to such payroll department, on such form or forms as may be
furnished by the Company, authorizing the deduction each week or month, as
the case may be, during the term of the note of the amount of such weekly or
monthly installment. Interest, if any, on the unpaid portion of such
promissory note shall accrue from the date thereof at the rate per annum
determined by the Committee at the time of granting the Option to which such
promissory note relates. The amount of accrued interest payable, if any, on
each payment date shall be added to the amount payable on account of
principal, and shall be included in the payroll deduction referred to in the
preceding sentence. If the pledgor shall cease to be employed by the Company
and/or its Subsidiaries, the pledgor shall continue to make the same payments
as were made while the pledgor was so employed until the promissory note
shall be paid in full.
In the event of a default in the prompt payment of accrued interest on
or any installment due on the principal of, any promissory note, unless such
interest or installment shall have been paid prior to the expiration of 10
days after notice of such default to the pledgor, the principal balance, if
not already due and payable, shall become due and payable and the Company
shall thereafter be entitled:
(a) To collect and receive all dividends on the pledged shares; and
(b) To sell or cause to be sold at such price or prices as the Company
may deem best all or any of the pledged shares, without demand of
performance or notice of intention to sell.
The proceeds of any such sale and any monies collected, received or
otherwise realized by the Company from the pledged shares, shall be applied
as follows:
(a) To the expenses of such sale or realization and all other expenses
of the Company under the pledge agreement;
(b) To the payment of accrued interest, if any, then due and payable on
the note;
(c) To the payment of the principal of the note; and
(d) Any balance thereafter remaining shall be paid to the pledgor or to
whomsoever may be lawfully entitled to receive the same.
In the event that the balance due from the pledgor at the time of any
default exceeds the net proceeds from such sale, the pledgor shall be and
remain liable for such excess.
No installment of the principal upon any promissory note may be prepaid
by the pledgor at any time, either in whole or in part. Upon payment in full
of the final installment of the principal of the promissory note when due,
and not before, the pledged shares of Stock shall be redelivered to the
pledgor and become the pledgor's sole property free of any pledge or lien
created hereby.
The date on which a duly executed subscription agreement shall be
received by the Company or its duly authorized agent or representative, in
accordance with any of the above methods, shall be deemed to be the "Date of
Subscription" with respect to the shares subscribed for, for all purposes of
the Plan.
ARTICLE X
Conditions on the Exercise of Options
The exercise of Options shall be subject to the following conditions:
1. Each employee exercising an Option must on each Date of
Subscription be an Eligible Employee.
2. In case there shall not be a sufficient number of shares of
Stock available, either because of the limitations imposed by Article II
hereof, or because the Committee shall have limited the maximum number
of shares to be issued and sold in accordance with the provisions of
subparagraph 1 of the second paragraph of Article V hereof, to issue all
of the shares otherwise issuable upon the exercise of Options,
subscriptions pursuant to the exercise of Options shall be filled in the
following order of priority:
(a) before any other subscriptions are filled in whole or in part,
all subscriptions pursuant to the exercise of Options pursuant to
Paragraph 2 of Article IX hereof shall be filled in their entirety;
or if insufficient shares are available to fill all such
subscriptions in their entirety, the available shares shall be
prorated among Eligible Employees exercising Options pursuant to
Paragraph 2 of Article IX by applying to the number of shares to
which each such exercise relates the ratio of the aggregate number
of shares available to the aggregate number of all such Options
exercised.
(b) after all subscriptions referred to in (a) above shall have
been filled, the Committee shall, in its discretion, fix and
determine a number of shares of Stock (but not in excess of 100
shares) for which subscriptions shall be filled (i) in whole in the
case of each Eligible Employee exercising an Option to purchase up
to the number of shares so fixed and determined, and (ii) to the
extent of the number of shares so fixed and determined in the case
of each Eligible Employee exercising an Option to purchase a number
of shares greater than that so fixed and determined.
(c) after all subscriptions referred to in (a) and (b) above shall
have been filled, the remainder of each subscription for a number
of shares greater than that fixed and determined by the Committee
pursuant to (b) above shall be filled by applying to such greater
number of shares the ratio of all shares which remain available
after all subscriptions referred to in (a) and (b) above shall have
been filled to the aggregate number of shares for which
subscriptions remain to be filled upon the exercise of Options
pursuant to this clause (c).
ARTICLE XI
Issuance of Certificates
Certificates for shares of Stock purchased by an Eligible Employee upon
exercise of an Option shall be issued and delivered to such Employee as soon
as practicable after the end of the month of such exercise. In the case of
those shares payment for which was made in part by promissory note, said
shares shall be immediately redelivered to the Company and pledged as
security for the promissory note as provided in Article IX hereof.
Certificates for shares of Stock purchased by an Eligible Employee upon
exercise of an Option subsequent to January 1, 1988 shall bear the legend set
forth in Article IX hereof.
ARTICLE XII
Rights of Employees
An Eligible Employee shall not have any rights as a stockholder of the
Company by virtue of any Option until the date of issue of the certificate or
certificates for the shares of Stock purchased by such Eligible Employee
pursuant to its exercise.
ARTICLE XIII
Interpretation of the Plan
Determinations of the Committee as to any question which may arise with
respect to the interpretation or administration of any provisions of the Plan
shall, unless otherwise determined by the Board of Directors of the Company,
be final. The Company may prescribe administrative rules under the Plan.
<PAGE>
WINN-DIXIE STORES, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS,
Selected Financial Data F-1
Management's Discussion and Analysis of Financial Condition
and Results of Operations F-2
Consolidated Financial Statements and Supplemental Data:
Independent Auditors' Report F-4
Report of Management F-4
Consolidated Statements of Earnings, Years ended
June 28, 1995, June 29, 1994 and June 30, 1993 F-5
Consolidated Balance Sheets, June 28, 1995 and June 29, 1994 F-6
Consolidated Statements of Cash Flows, Years ended
June 28, 1995, June 29, 1994 and June 30, 1993 F-7
Consolidated Statements of Shareholders' Equity, Years
ended June 28, 1995, June 29, 1994 and June 30, 1993 F-8
Notes to Consolidated Financial Statements F-9
<PAGE>
<TABLE>
SELECTED FINANCIAL DATA
<CAPTION>
1995 1994 1993<F1> 1992 1991
Dollars in millions except per share data
<S> <C> <C> <C> <C> <C>
Sales
Net sales $ 11,788 11,082 10,832 10,337 10,074
Percent increase 6.4 2.3 4.8 2.6 3.4
Average annual sales per store $ 10 9.6 9.4 8.7 8.3
Earnings Summary
Gross profit $ 2,723 2,534 2,446 2,360 2,261
Percent of sales 23.1 22.9 22.6 22.8 22.4
LIFO charge (credit) $ 7 -2 1 -11 9
Operating and administrative expenses $ 2,462 2,270 2,197 2,137 2,100
Percent of sales 20.9 20.5 20.3 20.7 20.8
Net earnings $ 232 216 236 196 171
Per share $ 3.11 2.9 3.11 2.55 2.2
Percent of net earnings to sales 2 2 2.2 1.9 1.7
Percent of net earnings to average equity 20.2 21.2 24.4 21.6 20.4
EBITDA $ 569.3 520.2 522.9 469.9 386
Dividends
Dividends paid $ 116.5 107.4 100.5 92 84.1
Percent of net earnings 50.2 49.7 42.5 46.9 49.2
Per share (present rate $1.68) $ 1.56 1.44 1.32 1.2 1.08
Common Stock (WIN)
Total shares outstanding (000,000) 75.6 74.2 75 76.9 77.1
NYSE-Stock price range
Common - High $ 57.88 67.75 79.75 44.63 41.25
Low $ 42.63 43.5 41.63 34.63 29
Financial Data
Cash flow information:
Net cash provided by operating activities $ 416.4 436.3 213 338.3 190.8
Net cash used in investing activities $ 381.5 214.7 81.4 216.9 55.1
Net cash used in financing activities $ 35.9 212.4 128.7 109.2 135.8
Capital expenditures, net $ 371.6 277.7 194.8 164.5 154.7
Depreciation and amortization $ 200.9 157.4 141.1 126.9 113.4
Working capital $ 425.5 488 544.7 550.8 435.8
Current ratio 1.4 1.6 1.6 1.7 1.6
Total assets $ 2,483 2,147 2,063 1,977 1,817
Obligations under capital leases $ 78 85 87 90 97
Shareholders' equity $ 1,241 1,057 985 952 860
Book value per share $ 16.43 14.26 13.14 12.39 11.15
Stores
In operation at year-end 1,175 1,159<F2> 1,151 1,189 1,207
Opened and acquired during year 108 60 40 35 46
Closed or sold during year 92 66 78 53 56
Enlarged or remodeled during year 86 87 73 65 54
New/enlarged/remodeled in last five years 654 535 475 464 481
Percent to total stores in operation 55.7 46.2 41.3 39 39.9
Year-end retail square footage (000,000) 43.8 40.7 39 38.6 37.9
Average store size at year-end (000) 37.3 35.1 33.9 32.4 31.4
Other Year-end Data
Associates (000) 123 112 105 102 106
Shareholder accounts (000) 44.8 39.5 41.4 42.8 39.4
Shareholders per store 38 34 36 36 33
Taxes
Federal, state and local $ 261 261 255 233 207
Per share $ 3.49 3.5 3.35 3.04 2.65
<FN>
<F1> 53 Weeks
<F2> Includes 14 stores from Bahamas consolidation
F-1
</TABLE>
<PAGE>
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Results of Operations.
Sales for 1995 were $11.8 billion, compared to $11.1 billion for 1994, up 6.4%.
Average weekly store sales increased 6.8% for the year, while identical store
sales increased 3.0%. Sales for the fourth quarter of 1995 were $2.9 billion,
compared to $2.6 billion for the fourth quarter of 1994, up 11.5%. For the
quarter, average store sales increased 9.5%, while identical store sales
increased 3.8%. Sales for the fourth quarter were positively affected by
approximately 1.0% due to Easter falling in the fourth quarter versus the third
quarter last year. Excluding the acquisition of Thriftway, sales for the year
would have been $11.7 billion, an increase of 5.3%, and for the fourth quarter,
$2.8 billion, an increase of 7.0%.
In fiscal year 1995, the Company opened and acquired 108 stores averaging 47,100
square feet, enlarged or remodeled 86 stores and closed 92 stores, averaging
27,300 square feet.
As a percent of sales, gross profit margins were 23.1%, 22.9% and 22.6% in
fiscal 1995, 1994 and 1993, respectively. The increase in gross profit margins
is a result of an improved inventory mix in our larger stores. Approximately
91% of the Company's inventories are valued under the LIFO (last-in, first-out)
method. The LIFO calculations resulted in a $7.3 million pre-tax decrease in
gross profit in 1995, a pre-tax increase in gross profit of $2.0 million in 1994
and a pre-tax decrease in gross profit of $0.5 million in 1993.
Operating and administrative expenses, as a percent of sales, were 20.9%, 20.5%
and 20.3% in fiscal 1995, 1994 and 1993, respectively. Our major increases in
operating and administrative expenses are due to a higher payroll percentage in
our larger stores, insurance premiums, occupancy cost and depreciation expense.
Cash discounts and other income amounted to $106.9 million, $98.1 million and
$132.4 million in 1995, 1994 and 1993, respectively. The increase in 1995 is
due to an increase in cash discounts resulting from an increase in purchases of
merchandise for resale. The decrease in 1994 is attributable to a reduction in
financial income, including the elimination of dividends from our Bahamas
subsidiary. Gains (losses) on the sales of securities and other assets amounted
to $0.0 million in 1995, $(3.2) million in 1994 and $4.5 million in 1993.
Investment income amounted to $0.5 million, $4.0 million and $8.4 million in
fiscal 1995, 1994 and 1993, respectively.
Interest expense totaled $14.3 million, $14.3 million and $18.1 million in
fiscal 1995, 1994 and 1993, respectively. Interest expense primarily reflects a
computation of interest on capital lease obligations. The 1995 increase in
other interest expense is due to an increase in short-term borrowings. The 1994
decrease in other interest expense was due to a decrease in short term
borrowings.
Earnings before income taxes were $354.0 million, $348.5 million and $363.7
million in fiscal 1995, 1994 and 1993, respectively. The 1995 increase in
pre-tax earnings is primarily a result of an increase in gross profit margin
from a better inventory mix and an increase in cash discounts and other income.
The decrease in pretax earnings in 1994 was primarily the result of a decrease
in other income. The effective income tax rates were 34.4%, 38.0% and 35.0% for
fiscal 1995, 1994 and 1993, respectively.
Net earnings amounted to $232.2 million, or $3.11 per share for 1995, $216.1
million, or $2.90 per share for 1994 and $236.4 million, or $3.11 per share for
1993. The LIFO calculations decreased net earnings by $4.6 million, or $0.06
per share in 1995, increased earnings by $1.1 million, or $0.01 per share for
1994 and decreased net earnings by $0.3 million, or $0.00 per share for 1993.
F-2
<PAGE>
Liquidity and Capital Resources.
The Company's financial condition remains very sound and very strong. Cash and
cash equivalents amounted to $30.4 million at year-end. Cash provided by
operating activities amounted to $416.4 million in 1995, $436.3 million in 1994
and $213.0 million in 1993.
Net capital expenditures totaled $371.6 million, compared to $277.7 million for
the previous year. These expenditures were for new store locations, store
enlargements and remodelings, and the expansion of a warehouse facility. Total
capital investment in Company retail and support facilities, including operating
leases, is estimated to be $650 million in 1995 and projected to be $700 million
in 1996. The Company has no material construction or purchase commitments
outstanding as of June 28, 1995.
Working capital amounted to $425.5 million, $488.0 million and $544.7 million
for 1995, 1994 and 1993, respectively. Inventories on a FIFO (first-in,
first-out) basis increased $108.0 million, primarily due to the increase in the
number of stores and our store enlargement program.
The Company has an authorized $200 million commercial paper program. In support
of these programs, or as an independent source of funds, the Company also has
$265 million of short- term lines of credit. These lines of credit are
available at any time during the year and are renewable on an annual basis.
There was $5.0 million borrowed against the bank lines of credit at the end of
1995 as compared to $9.5 million at the end of 1994. There was $125.0 million
in commercial paper outstanding at the end of 1995. There was no commercial
paper outstanding at the end of 1994.
Excluding capital lease obligations, the Company had no outstanding long-term
debt as of June 28, 1995 or June 29, 1994.
The Company's cash flow from operations and available credit facilities are
considered adequate to fund both the short-term and long-term capital needs of
the Company.
The Company has been notified as one of the many Potentially Responsible Parties
by the Environmental Protection Agency with respect to the clean up of hazardous
wastes at seven Superfund sites and one additional site. The Company is in the
process of determining the potential liability and the most cost-effective way
to clean up such sites. The Company believes its ultimate liability as to these
environmental matters will not necessitate significant capital outlays, will not
materially affect the annual earnings of the Company, nor cause material changes
in the Company's business.
Impact of Inflation.
Winn-Dixie's primary costs, inventory and labor, increase with inflation.
Recovery of these costs has to come from improved operating efficiencies and, to
the extent permitted by our competition, through improved gross profit margins.
F-3
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Shareholders and the Board of Directors
Winn-Dixie Stores, Inc.:
We have audited the accompanying consolidated balance sheets of Winn-Dixie
Stores, Inc. and subsidiaries as of June 28, 1995 and June 29, 1994, and the
related consolidated statements of earnings, shareholders' equity, and cash
flows for each of the years in the three-year period ended June 28, 1995. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Winn-Dixie Stores,
Inc. and subsidiaries at June 28, 1995 and June 29, 1994, and the results of
their operations and their cash flows for each of the years in the three-year
period ended June 28, 1995, in conformity with generally accepted accounting
principles.
KPMG Peat Marwick LLP
Certified Public Accountants
Jacksonville, Florida
July 31, 1995
REPORT OF MANAGEMENT
The Company is responsible for the preparation, integrity and objectivity of the
consolidated financial statements and related information appearing in the
Annual Report. The consolidated financial statements have been prepared in
conformity with generally accepted accounting principles applied on a consistent
basis and include amounts that are based on management's best estimates and
judgments.
Management is also responsible for maintaining a system of internal controls
that provides reasonable assurance that the accounting records properly reflect
the transactions of the Company, that assets are safeguarded and that the
consolidated financial statements present fairly the financial position and
operating results. As part of the Company's controls, the internal audit staff
conducts examinations in each of the retail and manufacturing divisions of the
Company.
The Audit Committee of the Board of Directors, composed entirely of outside
directors, meets periodically to review the results of audit reports and other
accounting and financial reporting matters with the independent certified public
accountants and the internal auditors.
A. Dano Davis Richard P. McCook
Chairman of the Board Financial Vice President
and Principal Executive Officer and Principal Financial Officer
F-4
<PAGE>
CONSOLIDATED STATEMENTS OF EARNINGS
Years ended June 28, 1995, June 29, 1994 and June 30, 1993
1995 1994 1993*
Amounts in thousands except per share data
Net sales $ 11,787,843 11,082,169 10,831,535
Cost of sales, including warehousing
and delivery expense 9,064,536 8,547,681 8,385,412
Gross profit on sales 2,723,307 2,534,488 2,446,123
Operating and administrative expenses 2,461,883 2,269,803 2,196,721
Operating income 261,424 264,685 249,402
Cash discounts and other income, net 106,901 98,085 132,398
368,325 362,770 381,800
Interest:
Interest on capital lease obligations 10,086 11,285 11,571
Other interest 4,244 2,986 6,560
Total interest 14,330 14,271 18,131
Earnings before income taxes 353,995 348,499 363,669
Income taxes 121,808 132,382 127,284
Net earnings $ 232,187 216,117 236,385
Earnings per share $ 3.11 2.90 3.11
* 53 Weeks
See accompanying notes to consolidated financial statements.
F-5
<PAGE>
CONSOLIDATED BALANCE SHEETS
June 28, 1995 and June 29, 1994
1995 1994
Amounts in thousands
Assets
Current Assets:
Cash and cash equivalents $ 30,414 31,451
Trade and other receivables, less allowance for
doubtful items of $1,105,000 ($834,000 in 1994) 151,912 171,854
Associate stock loans 10,615 1,776
Merchandise inventories at lower of cost or market
reserve of $212,485,000 ($205,172,000 in 1994) 1,159,584 1,058,883
Prepaid expenses 103,135 97,220
Total current assets 1,455,660 1,361,184
Investments and other assets:
Cash surrender value of life insurance, net 41,411 25,094
Other assets 58,873 12,493
Total investments and other assets 100,284 37,587
Deferred income taxes 29,025 41,024
Net property, plant and equipment 897,823 706,779
$ 2,482,792 2,146,574
Liabilities and Shareholders' Equity
Current Liabilities:
Accounts payable $ 555,551 516,806
Short-term borrowings 130,000 9,500
Reserve for insurance claims and self-insurance 59,373 60,510
Accrued wages and salaries 77,396 68,238
Accrued rent 54,888 58,313
Accrued expenses 130,285 126,550
Current obligations under capital leases 3,298 3,462
Income taxes 19,331 29,787
Total current liabilities 1,030,122 873,166
Obligations under capital leases 77,653 85,374
Defined benefit plan 28,328 22,852
Reserve for insurance claims and self insurance 103,384 105,417
Other liabilities 2,098 2,304
Shareholders' equity:
Common stock of $1 par value Authorized
200,000,000 shares; issued 75,560,987 shares in
1995 and 74,176,356 shares in 1994 75,561 74,176
Retained earnings 1,165,646 983,285
Total shareholders' equity 1,241,207 1,057,461
Commitments and contingent liabilities (Note 10)
$ 2,482,792 2,146,574
See accompanying notes to consolidated financial statements.
F-6
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended June 28, 1995, June 29, 1994 and June 30, 1993
1995 1994 1993<F1>
Amounts in thousands
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings $ 232,187 216,117 236,385
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization 200,931 157,392 141,136
Deferred income taxes 10,360 4,414 10,406
Defined benefit plan 5,476 3,398 3,239
Reserve for insurance claims and self-insurance (3,170) 624 (2,303)
Change in cash from:
Receivables 14,101 (9,264) (45,567)
Merchandise inventories (69,900) (17,432) (80,673)
Prepaid expenses (1,392) 1,754 (19,394)
Accounts payable 23,474 23,616 61,942
Income taxes (10,456) 11,825 (27,956)
Other current accrued expenses 14,772 43,830 (64,258)
Net cash provided by operating activities 416,383 436,274 212,957
Cash flows from investing activities:
Purchases of property, plant and equipment, net (371,563) (277,657) (194,786)
Decrease (increase) in investments and other assets (9,928) 62,938 113,397
Net cash used in investing activities (381,491) (214,719) (81,389)
Cash flows from financing activities:
Increase (decrease) in short-term borrowings 120,500 (70,500) 80,000
Payment on notes payable (17,008) -
Payments on capital lease obligations (3,111) (3,122) (2,648)
Purchase of common stock (34,896) (39,993) (123,316)
Proceeds of sales under associates' stock purchase 15,297 2,871 6,691
Dividends paid (116,506) (107,384) (100,518)
Other (205) 5,722 11,059
Net cash used in financing activities (35,929) (212,406) (128,732)
Increase (decrease) in cash and cash equivalents (1,037) 9,149 2,836
Cash and cash equivalents at the beginning of the year 31,451 22,302 19,466
Cash and cash equivalents at end of year $ 30,414 31,451 22,302
Supplemental cash flow information:
Interest paid $ 16,213 15,366 14,546
Interest and dividends received $ 1,510 4,059 15,258
Income taxes paid $ 121,904 115,788 138,576
See accompanying notes to consolidated financial statements.
<FN>
<F1> 53 Weeks
F-7
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Years ended June 28, 1995, June 29, 1994 and June 30, 1993
1995 1994 1993<F1>
Amounts in thousands
<S>
Common stock: <C> <C> <C>
Beginning of year $ 74,176 74,956 76,851
Add par value of shares issued for associate stock purchase
plan, acquisition and management incentive plan 2,044 19 97
Deduct par value of common stock acquired 659 799 1,992
End of year 75,561 74,176 74,956
Retained earnings:
Beginning of year 983,285 910,009 875,328
Net earnings 232,187 216,117 236,385
Deduct excess of cost over par value of common
stock acquired 34,237 39,194 121,324
Deduct cash dividends on common stock of $1.56, $1.44 and
$1.32 per share in 1995, 1994 and 1993, respectively 116,506 107,384 100,518
Consolidation of Bahamas subsidiary - - 17,509
Add excess of cost over par value of shares issued for associate
stock purchase plan, acquisition and management
incentive plan 100,962 3,792 2,697
Deduct other 45 55 68
End of year 1,165,646 983,285 910,009
Total shareholders' equity $ 1,241,207 1,057,461 984,965
See accompanying notes to consolidated financial statements.
<FN>
<F1> 53 Weeks
F-8
</TABLE>
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies.
(a) Fiscal Year: The fiscal year ends on the last Wednesday in June. The
fiscal year ended 1995 comprised 52 weeks, fiscal year 1994 comprised 52
weeks and fiscal year 1993 comprised 53 weeks.
(b) Basis of Consolidation: The consolidated financial statements include
the accounts of Winn- Dixie Stores, Inc. and its subsidiaries which operate
as a major food retailer in fourteen states and the Bahama Islands.
Effective June 30, 1993, the Company consolidated its Bahamas statements of
earnings in accordance with generally accepted accounting principles. This
investment had previously been accounted for using the cost method. The
retroactive consolidation of the Bahamas operating results did not have a
significant impact on the statements of earnings for all years presented.
Accordingly, the 1993 and prior statements of earnings have not been restated
and the previously unrecorded earnings have been recorded directly to
retained earnings.
(c) Acquisition: On March 26, 1995, the Company acquired Thriftway, Inc., a
twenty-five store supermarket chain operating in Ohio and Kentucky in a
stock-for-stock transaction which is not reflected in the statement of cash
flows. This acquisition has been accounted for using the purchase method.
(d) Cash and Cash Equivalents: Cash equivalents consist of highly liquid
investments with a maturity of three months or less when purchased. Cash and
cash equivalents are stated at cost plus accrued interest, which approximates
market.
(e) Inventories: Inventories are stated at the lower of cost or market. The
"dollar value" last-in, first-out (LIFO) method is used to determine the cost
of approximately 91% of inventories consisting primarily of merchandise in
stores and distribution warehouses. Manufacturing and produce inventories
are valued at the lower of first-in, first-out (FIFO) cost or market.
Elements of cost included in manufacturing inventories consist of material,
direct labor and plant overhead.
(f) Fair Value of Financial Instruments: The carrying amount of the
following financial instruments approximates fair value because of their
short-term maturity: cash and cash equivalents; trade and other receivables;
short-term borrowings; accounts payable and other accruals. See Note 6 (b)
for information on interest rate swap agreements.
(g) Income Taxes: Deferred tax assets and liabilities are recognized for the
estimated future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are measured
using the enacted tax rates in effect for the year in which those temporary
differences are expected to be recovered or settled.
(h) Self-insurance: Self-insurance reserves are established for automobile
and general liability, workers' compensation and property loss costs based on
claims filed and claims incurred but not reported, with a maximum per
occurrence of $2,000,000 for automobile and general liability, $1,000,000 for
workers' compensation, $500,000 for property loss, other than windstorm and
flood, and $5,000,000 for damage due to windstorm and flood. The Company is
insured for insurance costs in excess of these limits.
F-9
<PAGE>
(i) Depreciation and Amortization: Depreciation of plant and equipment,
which is stated at historical cost, is provided over the estimated useful
lives by the straight-line method or by methods that produce results similar
to the straight-line method. Amortization of improvements to leased premises
is provided principally by the straight-line method over the periods of the
leases or the estimated useful lives of the improvements, whichever is less.
(j) Store Opening and Closing Costs: The costs of opening new stores and
closing of old stores are charged to earnings in the year incurred.
(k) Earnings Per Share: The number of shares used in the calculation for
1995, 1994 and 1993 amounted to 74,717,003, 74,644,036 and 76,119,152,
respectively, which is the weighted average number of shares of common stock
outstanding during each year.
2. Accounts Receivable.
Accounts receivable at year-end were as follows:
1995 1994
Amounts in thousands
Trade and other receivables $ 67,183 52,797
Construction advances 85,834 119,891
153,017 172,688
Less: Allowance for doubtful items 1,105 834
$ 151,912 171,854
3. Inventories.
At June 28, 1995, inventories valued by the LIFO method would have been
$212,485,000 higher ($205,172,000 higher at June 29, 1994) if they were
stated at the lower of FIFO cost or market. If the FIFO method inventory
valuation had been used for the year ended June 28, 1995, reported net
earnings would have been $4,625,000 or $0.06 per share higher ($1,088,000 or
$0.01 per share lower in 1994 and $326,000 or $0.00 per share higher in
1993).
4. Property, Plant and Equipment.
Property, plant and equipment consists of the following:
1995 1994
Amounts in thousands
Land $ 2,441 2,724
Buildings 25,368 23,949
Furniture, fixtures, machinery 1,735,9 1,537,9
and equipment 49 28
Transportation equipment 122,322 104,914
Improvements to leased premises 333,460 267,333
Construction in progress 44,349 45,329
2,263,889 1,982,177
Less: Accumulated depreciation
and amortization 1,425,601 1,342,474
838,288 639,703
Leased property under capital leases, less
accumulated amortization of $40,779,000
($41,429,000 in 1994) 59,535 67,076
Net property, plant and equipment $ 897,823 706,779
The Company had non-cash additions to leased property of $0.0 million, $10.3
million and $1.4 million for 1995, 1994 and 1993, respectively.
F-10
<PAGE>
5. Income Taxes.
The provision for income taxes consisted of:
Current Deferred Total
Amounts in thousands
1995
Federal $ 89,648 9,326 98,974
State 21,800 1,034 22,834
$ 111,448 10,360 121,808
1994
Federal $ 108,163 (217) 107,946
State 19,805 4,631 24,436
$ 127,968 4,414 132,382
1993
Federal $ 104,006 7,808 111,814
State 12,872 2,598 15,470
$ 116,878 10,406 127,284
The following reconciles the above provision to the Federal statutory income
tax rate:
1995 1994 1993
Federal statutory income tax rate 35.0 % 35.0 34.0
State and local income taxes, net of
federal income tax benefits 4.3 3.8 2.9
Other tax credits (1.1) (1.1) (0.6)
Other, net (3.8) 0.3 (1.3)
34.4 % 38.0 35.0
The retroactive increase in the federal corporate income tax rate from 34% to
35%, enacted on August 10, 1993 and effective on January 1, 1993, resulted in
additional income tax expense in fiscal 1994. This increase in income tax
expense was offset by an increase in prepaid income taxes resulting from the
federal corporate income tax rate increase as required by Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes."
The effective tax rate during the fourth quarter of fiscal 1995 reflects the
final settlement with the Internal Revenue Service of transactions pursuant
to Section 1804(e)(4) of the Tax Reform Act of 1986 whereby certain
subsidiaries of the Company were able to utilize the benefits of the net
operating losses of certain unaffiliated corporations.
F-11
<PAGE>
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred liabilities at June 28,
1995, June 29, 1994 and June 30, 1993 are presented below:
<TABLE>
<CAPTION>
1995 1994 1993
Amounts in thousands
<S> <C> <C> <C>
Deferred tax assets:
Reserve for insurance claims and self-insurance $ 60,050 61,766 62,264
Estimated loss on assets - 372 -
Reserve for vacant store leases 7,738 11,248 8,971
Unearned promotional allowance 3,642 3,909 7,608
Reserve for accrued vacations 8,827 8,021 8,133
State net operating loss carryforwards 7,174 6,683 10,190
Excess of book over tax depreciation 9,088 9,283 9,406
Excess of book over tax rent expense 923 902 3,814
Excess of book over tax retirement expense 8,046 7,127 6,202
Uniform capitalization of inventory 4,602 4,418 4,080
Other, net 14,824 13,034 12,369
Total gross deferred tax assets 124,914 126,763 133,037
Less: Valuation allowance 6,487 6,325 6,406
Net deferred tax assets 118,427 120,438 126,631
Deferred tax liabilities:
Excess of tax over book depreciation (16,036) (8,811) (6,879)
Bahamas subsidiary foreign earnings (11,535) (9,375) (8,967)
Other, net (3,717) (4,753) (8,872)
Total gross deferred tax liabilities (31,288) (22,939) (24,718)
Net deferred tax assets $ 87,139 97,499 101,913
</TABLE>
As discussed in Note 1 (b), the Company consolidated its Bahamas operations
effective June 30, 1993. The previously unrecorded earnings (net of deferred
income tax liability of $8,967,000) were recorded directly to retained earnings.
Current deferred income taxes of $58,114,000 and $56,475,000 for 1995 and 1994,
respectively, are included in the prepaid expenses in the accompanying
consolidated balance sheets.
The Company believes the results of future operations will generate sufficient
taxable income to realize the deferred tax assets.
F-12
<PAGE>
6. Financing.
(a) Credit Arrangements: The Company has available a $200 million Commercial
Paper Program. As of June 28, 1995, there was $125.0 million outstanding as
compared to no amount outstanding on June 29, 1994. The Company also has
short-term lines of credit totaling $265 million. The lines of credit are
available when needed during the year and are renewable on an annual basis.
The Company is not required to maintain compensating bank balances in
connection with these lines of credit. As of June 28, 1995, there was $5.0
million outstanding under these bank lines of credit, compared to $9.5
million outstanding on June 29, 1994.
(b) Interest Rate Swap: The Company has entered into interest rate swap
agreements to reduce the impact of changes in rental payments which are
indexed to interest rate changes. At June 28, 1995, the Company had
outstanding four interest rate swap agreements, having a notional principal
amount of $50 million each, with an investment bank. These agreements
effectively change the Company's exposure on its leased real estate with
floating rental payments to fixed rental payments based on a 7.7% interest
rate. The interest rate swap agreements mature in June, 1997, June, 1999,
June, 2000 and June, 2001. In addition, the Company has entered into two
additional interest rate swap agreements, having a notional principal amount
of $50 million each, that do not become effective until the termination date
of the interest rate swap agreements that mature in June, 1997 and June,
1999. The Company is exposed to credit loss in the event of nonperformance
by the other party to these interest rate swap agreements. However, the
Company does not anticipate nonperformance by the counterpart.
Since current short-term interest rates at June 28, 1995, are below the 7.7%
rate of these contracts, the estimated negative value of these swaps was
approximately $16.1 million.
7. Common Stock.
The Company has a stock purchase plan in effect for associates. Under the
terms of the Plan, the Company may grant options to associates to purchase
shares of the Company's common stock at a price at least 85% of the fair
market value at the date of grant. During fiscal year 1995, 602,546 shares
of common stock were sold to associates at an aggregate price of $25,909,478.
There are 265,564 shares of the Company's common stock available for the
grant of options under the Plan.
8. Stock Options.
Under the Company's Key Employee Stock Option Plan adopted by the Board of
Directors on January 4, 1990 and approved by the shareholders on October 3,
1990, options to acquire up to 300,000 shares of common stock may be granted
to key employees at market. On January 24, 1990, options for 206,000 shares
were granted at an exercise price of $28.50 per share. Of the options
granted, 103,000 became exercisable on June 26, 1991 and 103,000 became
exercisable on June 24, 1992. Options under this plan expire on December 31,
1996.
On October 7, 1992, the shareholders approved an amendment to the Company's
Key Employee Stock Option Plan to increase the number of shares of common
stock available for issuance to 500,000 shares. Under this plan adopted by
the Board of Directors on June 22, 1992, options to acquire 113,000 shares of
common stock were granted to key employees at an exercise price of $42.125
per share. Of the options granted, 56,500 became exercisable on June 30,
1993. The remaining 56,500 became exercisable on June 29, 1994. Options
under this plan expire on December 31, 1998.
F-13
<PAGE>
8. Stock Options, continued.
On June 22, 1994, the Board of Directors adopted an amendment to the
Company's Key Employee Stock Option Plan to increase the number of shares of
common stock available for issuance to 1,000,000 shares. This amendment was
approved by shareholders on October 5, 1994. Under this plan, options to
acquire 233,000 shares at an exercise price of $44.875 per share were granted
to key employees. Of the options granted, 116,500 shares became exercisable
on June 28, 1995 and the remaining 116,500 shares are not exercisable before
June 27, 1996, if earned. These options expire on January 15, 2001. Also,
an additional option to acquire 4,000 shares at $55.875 was granted on June
21, 1995. This option is not exercisable before June 27, 1996, if earned,
and will expire on January 15, 2001.
Changes in options under these plans during the years ended June 28, 1995,
June 29, 1994 and June 30, 1993 were as follows:
Number of Option Price
Shares Per Share
Outstanding - June 24, 1992 206,000 $28.500
Granted 113,000 $42.125
Exercised (74,000) $28.500
Canceled - -
Outstanding - June 30, 1993 245,000 $28.500-42.125
Granted 233,000 $44.875
Exercised - -
Canceled - -
Outstanding - June 29, 1994 478,000 $28.500-44.875
Granted 4,000 $55.875
Exercised (29,000) $28.500-42.125
Canceled (15,000) $44.875
Outstanding - June 28, 1995 438,000 $28.500-55.875
Exercisable - June 28, 1995 325,000 $28.500-44.875
Shares available for additional grant 459,000
9. Leases.
(a) Leasing Arrangements: There were 1,420 leases in effect on store
locations and other properties at June 28, 1995. Of these 1,420 leases, 59
store leases and 3 warehouse and manufacturing facility leases are classified
as capital leases. Substantially all store leases will expire during the
next twenty years and the warehouse and manufacturing facility leases will
expire during the next twenty-five years. However, in the normal course of
business, it is expected that these leases will be renewed or replaced by
leases on other properties.
The rental payments on substantially all store leases are based on a minimum
rental plus a contingent rental which is based on a percentage of the store's
sales in excess of stipulated amounts. Most of the Company's leases contain
renewal options for five-year periods at fixed rentals.
F-14
<PAGE>
9. Leases, continued.
(b) Leases: The following is an analysis of the leased property under
capital leases by major classes:
Asset balances at
June 28, 1995 June 29, 1994
Amounts in thousands
Store facilities $ 74,653 82,844
Warehouses and manufacturing facilities 25,661 25,661
100,314 108,505
Less: Accumulated amortization 40,779 41,429
$ 59,535 67,076
The following is a schedule by year of future minimum lease payments under
capital and operating leases, together with the present value of the net
minimum lease payments as of June 28, 1995:
Operating Capital
Amounts in thousands
Fiscal Year:
1996 $ 13,547 239,543
1997 13,386 233,148
1998 13,145 228,394
1999 12,706 224,121
2000 12,513 219,287
Later years 109,068 2,036,805
Total minimum lease payments 174,365 3,181,298
Less: Amount representing
estimated taxes, maintenance
and insurance costs included
in total minimum lease payments 4,270
Net minimum lease payments 170,095
Less: Amount representing interest 89,144
Present value of net minimum lease payments $ 80,951
Rental payments under operating leases including, where applicable, real
estate taxes and other expenses are as follows:
1995 1994 1993
Amounts in thousands
Minimum rentals $ 218,921 190,830 187,055
Contingent rentals 3,323 3,352 4,282
$ 222,244 194,182 191,337
10. Commitments and Contingent Liabilities.
(a) Associate Benefit Programs: The Company has noncontributory, trusteed
profit sharing retirement programs which are in effect for eligible
associates and may be amended or terminated at any time. Charges to earnings
for contributions to the programs amounted to $55,250,000, $54,225,000 and
$54,985,000 in 1995, 1994 and 1993, respectively.
F-15
<PAGE>
10. Commitments and Contingent Liabilities, continued.
In addition to providing profit sharing benefits, the Company makes group
insurance available to early retirees from the time they retire until age 65
when they qualify for Medicare/Medicaid. Currently, the early retiree group
constitutes 134 associates. This group of retirees bear the entire costs of
this plan, which is maintained totally separate from the Company's regular
group insurance plan. The Company reserves the right to modify these
benefits.
(b) Defined Benefit Plan: The Company has a Management Security Plan (MSP),
which is a non-qualified defined benefit plan providing disability, death and
retirement benefits to 557 qualified associates of the Company. Total MSP
cost charged to operations was $4,979,000, $4,557,000 and $3,992,000 in 1995,
1994 and 1993, respectively. The projected benefit obligation at June 28,
1995 was approximately $32,523,000. The effective discount rate used in
determining the net periodic MSP cost was 8.0% for 1995, 1994 and 1993.
Life insurance policies, which are not considered as MSP assets for liability
accrual computations, were purchased to fund the MSP payments. These
insurance policies are shown on the balance sheet at their cash surrender
values, net of policy loans aggregating $141,416,000 and $137,640,000 at June
28, 1995 and June 29, 1994, respectively.
Company holds life insurance on a broad-based group of qualified associates.
These insurance policies are shown on the balance sheet at their cash
surrender value, net of policy loans aggregating $367,423,000 at June 28,
1995 and $216,591,000 at June 29, 1994.
(c) Litigation: There are pending against the Company various claims and
lawsuits arising in the normal course of business, including suits charging
violations of certain civil rights laws.
The U.S. Environmental Protection Agency has notified the Company that it is
one of the many potentially responsible parties (PRPs) for cleanup of two
designated Superfund sites located in Tampa, Florida, three such sites in
Jacksonville (2 related sites), one site in Madison, Florida, one site in
Charlotte, North Carolina and one site in Pembrook Park, Florida. The
Company may be a PRP for cleanup of one non-Superfund site in Tarrant County,
Texas. Although cleanup costs are believed to be substantial, accurate
estimates will not be available until studies have been completed at the
sites.
The Company has entered into orders by consent with numerous other PRPs to
conduct studies and do cleanup for three of the Superfund sites and is
negotiating an agreement with PRPs who are under an order at two other
Superfund sites to determine the most cost-effective way to clean up such
sites. Although under federal statutes the Company is jointly and severally
liable for cleanup costs at each location, the Company's share of total costs
is estimated not to exceed $400,000 for four of the Superfund sites and the
Texas site.
The Company believes it is not a responsible party for cleanup of the
Madison, Florida, and Tarrant County, Texas, sites and has no estimate of
costs for those matters. Other than these two and the New Mexico site
mentioned below, these involve wastes the Company paid to be properly
disposed and were mishandled by disposal companies or public disposal sites.
F-16
<PAGE>
10. Commitments and Contingent Liabilities, continued.
At one of the Tampa sites, the Company is one of 14 parties named as
respondents in a Unilateral Administrative Order for Remedial Design and
Remedial Action under 47 U.S.C. Section 9606(a) relating to a disposal
site formerly operated by Hillsborough County, Florida. The parties are
ordered to operate, maintain and monitor a water cleaning system and
perform Remedial Design for the site. The costs to the Company are
estimated at $50,000 in fiscal year 1995 with some credits still available
for this year, with additional annual costs for an indefinite period
thereafter.
The Company is also involved in the cleanup of a fuel tank leak at a New
Mexico site formerly owned by it. The cleanup costs are to be prorated
with others on the basis of the total time of ownership of the
participants. The Company's share is 15% of the total costs estimated to
be less than $150,000, with minimal annual monitoring costs thereafter.
It is the Company's policy to accrue and charge against earnings the
environmental cleanup costs when it is probable that a liability has been
incurred and an amount can be reasonably estimated, including evaluation of
the other PRPs' ability to pay. The Company believes its ultimate
liability as to these environmental matters will not necessitate
significant capital outlays, will not materially affect the annual earnings
of the Company, nor cause material changes in the Company's business. It
is not possible to quantify future environmental costs because many issues
relate to actions by third parties or changes in environmental regulation.
Although the amount of liability with respect to all other claims and
lawsuits cannot be ascertained, management is of the opinion that any
resulting liability will not have a material effect on the Company's
consolidated earnings or financial position.
11. Related Party Transactions.
The Company is essentially self-insured for purposes of employee group
life, medical, accident and sickness insurance, with The American Heritage
Life Insurance Company, a related party, providing administrative services
and expenses for medical and accident claims. The American Heritage Life
Insurance Company also financed the development and expansion of certain
retail stores. Total payments aggregating $13,442,000, $15,109,000 and
$34,108,000 were made in 1995, 1994 and 1993, respectively.
F-17
<PAGE>
12. Quarterly Results of Operations (Unaudited).
The following is a summary of the unaudited quarterly results of operations
for the years ended June 28, 1995, June 29, 1994 and June 30, 1993:
<TABLE>
<CAPTION>
Quarters Ended
Sept. 21 Jan. 11 April 5 June 28
1995 (12 Weeks) (16 Weeks) (12 Weeks) (12 Weeks)
Dollars in thousands except per share data
<S> <C> <C> <C> <C>
Net sales $ 2,590,364 3,537,824 2,775,842 2,883,813
Gross profit on sales $ 590,546 809,912 642,018 680,831
Net earnings $ 40,045 67,472 56,936 67,734
Earnings per share $ 0.54 0.91 0.76 0.90
Net LIFO charge (credit) $ 1,690 2,253 2,816 2,134
Net LIFO charge (credit) per shar $ 0.02 0.03 0.04 0.03
Dividends per share $ 0.26 0.52 0.39 0.39
Market price range $ 53.63-42.63 54.50-49.00 57.13-51.88 57.88-54.63
</TABLE>
<TABLE>
<CAPTION>
Quarters Ended
Sept. 22 Jan. 12 April 6 June 29
1994 (12 Weeks) (16 Weeks) (12 Weeks) (12 Weeks)
Dollars in thousands except per share data
<S> <C> <C> <C> <C>
Net sales $ 2,464,440 3,380,986 2,651,491 2,585,252
Gross profit on sales $ 556,085 766,461 603,914 608,028
Net earnings $ 35,951 63,781 52,032 64,353
Earnings per share $ 0.48 0.85 0.70 0.87
Net LIFO charge (credit) $ 1,690 2,253 1,690 6,721
Net LIFO charge (credit) per shar $ 0.02 0.03 0.02 0.08
Dividends per share $ 0.24 0.48 0.36 0.36
Market price range $ 67.75-56.00 60.38-49.00 58.38-48.25 52.25-43.50
</TABLE>
<TABLE>
<CAPTION>
Quarters Ended
Sept. 16 Jan. 6 March 31 June 30
1993 (12 Weeks) (16 Weeks) (12 Weeks) (13 Weeks)
Dollars in thousands except per share data
<S> <C> <C> <C> <C>
Net sales $ 2,392,129 3,244,672 2,504,214 2,690,520
Gross profit on sales $ 531,506 726,066 566,615 621,936
Net earnings $ 33,377 63,031 57,199 82,778
Earnings per share $ 0.44 0.82 0.75 1.10
Net LIFO charge (credit) $ 1,688 2,405 1,688 5,455
Net LIFO charge (credit) per shar $ 0.02 0.03 0.02 0.07
Dividends per share $ 0.22 0.44 0.33 0.33
Market price range $ 58.63-41.63 79.50-57.50 79.75-66.75 67.38-52.75
</TABLE>
F-18
<PAGE>
During 1995, 1994 and 1993, the fourth quarter results reflect a change from the
estimate of inflation used in the calculation of LIFO inventory to the actual
rate experienced by the Company of 1.0% to 0.6%, 1.0% to (0.1)% and 1.0% to 0.1%
respectively.
Fourth Quarter Results of Operations
June 28, 1995 June 29, 1994 June 30, 1993
(12 Weeks) (12 Weeks) (13 Weeks)
Amounts in thousands
Net sales $ 2,883,813 2,585,252 2,690,520
Cost of sales 2,202,982 1,977,224 2,068,584
Gross profit on sales 680,831 608,028 621,936
Operating and administrative expenses 607,460 522,057 523,780
Operating income 73,371 85,971 98,156
Cash discounts and other income, net 25,749 19,166 32,774
Interest expense (2,083) (1,411) (3,579)
Earnings before income taxes 97,037 103,726 127,351
Income taxes 29,303 39,373 44,573
Net earnings $ 67,734 64,353 82,778
The efffective tax rate during the fourth quarter of fiscal 1995 reflects the
final settlement with the Internal Revenue Service of transactions pursuant to
Section 1804(e)(4) of the Tax Reform Act of 1986 whereby certain subsidiaries of
the Company were able to utilize the benefits of the net operating losses of
certain unaffiliated corporations.
F-19
Proxy/Voting Instruction Card
WINN-DIXIE STORES, INC.
This Proxy is Solicited on Behalf of the Board of Directors for the Annual
Meeting of Shareholders on October 4, 1995.
The undersigned hereby appoints A. DANO DAVIS, ROBERT D. DAVIS and T. WAYNE
DAVIS, or any of them, as proxies with full power of substitution, to vote all
shares of Common Stock which the undersigned would be entitled to vote if
personally present, at the Annual Meeting of Shareholders of the Company on
October 4, 1995, and at any adjournment thereof, upon all subjects that may
properly come before the meeting, including the matters described in the proxy
statement furnished herewith, subject to any directions indicated on the other
side of this card.
If no directions are given, the proxies will vote for (1) the election of all
nominees listed below, (2) the Directors' proposals 2, 3 and 4 listed on the
other side of the card, and (3) at their discretion, on any other matters that
may properly come before the meeting or any adjournments therof. The
undersigned hereby revokes any proxy heretofore given to any person or persons
whomsoever (other than the proxies named above) to vote such Common Stock and
ratifies and confirms all that such proxies may or shall for by virtue hereof.
Nominees for election as Class I Directors are: A. Dano Davis, T. Wayne Davis,
Carleton T. Rider and Charles P. Stephens.
Your vote is important! Please sign and date on the reverse and return
promptly in the enclosed postage-paid envelope or otherwise to Judith W.
Dixon, Secretary, P.O. Box B, Jacksonville FL 32203, so that your
shares can be represented at the meeting.
PAGE
<PAGE>
Please mark Votes _____
as in this example: (box with X)
This Proxy will be voted as directed. If no direction is made, it will
be voted "FOR" all proposals set forth below. The Board of Directors
recommends a vote "FOR" the following proposals.
_____________________________________________________________________________
Directors recommend a vote "FOR"
1. ELECTION OF DIRECTORS
_____ FOR all nominees listed below _____ WITHHOLD AUTHORITY to vote
(except as marked to the for all nominees listed
_____ contrary) _____ below
Class I (1998) A. Dano Davis, T. Wayne Davis, Carleton T. Rider and
Charles P. Stephens (INSTRUCTION: To withhold authority to vote for any
individual nominee strike out that nominee's name on the list above.)
_________________________________________
Directors recommend a vote "FOR"
For Against Abstain
2. Approve Adoption
of Winn-Dixie
Restricted Stock
Plan. _____ ______ _____
3. Approve Adoption
of amendment to
the Revised Winn-
Dixie Stock Purchase
plan for
Employess. _____ ______ _____
4. Ratification of
KPMG Peat
Marwick LLP
as auditors. _____ ______ _____
___________________________________________
Special Action
___________________________________________
Discontinue mailing Annual Report for
this account due to other account _____
at same address _____
___________________________________________
Account No.
Sign her as X_________________________________ Date ___________, 1995
name(s) appears
above X_________________________________ Date ___________, 1995
NOTE: Please sign exactly as name appears hereon. Joint owners
should each sign. When signing as a fiduciary or for an estate,
trust, corporation or partnership, your title or capacity
should be stated
<PAGE>
