UNITED STATES 0MB APPROVAL
SECURITIES AND EXCHANGE COMMISSION 0MB Number: 3235-0l45
Washington, D. C. 20549 Expires: October 31, 1994
Estimated average burden
hours per response....14.90
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 7 )
Winn-Dixie Stores, Inc.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
974280 10 9
(CUSIP Number)
Check the following box if a fee is being paid with this
statement [ ]. (A fee is not required only if the filing
person: (1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item I; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
1. NAME OF REPORTING PERSON
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
A. Darius Davis - SS# ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Florida - United States
5. SOLE VOTING POWER
NUMBER OF 165,834
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 21,736,809
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 165,834
WITH
8. SHARED DISPOSITIVE POWER
21,736,809
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,902,643
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW-9
29.4%
12. TYPE OF REPORTING PERSON*
IN
<PAGE>
Item 1.
(a) Name of Issuer WINN-DIXIE STORES, INC.
(b) Address of Issuer's Principal Executive Offices:
5050 Edgewood Ct., Jacksonville, FL 32254-3699
Item 2.
(a) Name of Person Filing A. Darius Davis
(b) Address of Principal Business Office or, if none,
Residence:
5050 Edgewood Ct., Jacksonville, FL 32254-3699
(c) Citizenship Florida - United States
(d) Title of Class of Securities COMMON STOCK
(e) CUSIP Number 974280 10 9
Item 3. If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b), check whether the person filing is a:
(a) ___Broker or Dealer registered under Section 15 of the
Act
(b) ___Bank as defined in Section 3(a)(6) of the Act
(c) ___Insurance Company as defined in Section 3(a)(19) of
the Act
(d) ___Investment Company registered under Section 8 of the
Investment Company Act
(e) ___Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940
(f) ___Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund: see S24O.13d-
l(b)(ii)(F)
(g) ___Parent Holding Company, in accordance with S240.13d-
l(b)(ii)(G) (Note: See Item 7)
(h) X Group, in accordance with S240.13d-1(b)ii)(G)
(Note: See Item 7) - See Exhibit 1
Item 4. Ownership
If the percent of the class owned, as of December 31 of the
year covered by the statement, or as of the last day of any month
described in Rule 13d-l(b)(2), if applicable, exceeds five
percent, provide the following information as of that date and
identify those shares which there is a right to acquire.
(a) Amount Beneficially Owned 21,902,643
(b) Percent of Class 29.4%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
165,834
(ii) shared power to vote or to direct the vote
21,736,809
(iii)sole power to dispose or to direct the
disposition of 165,834
(iv) shared power to dispose or to direct the
disposition of 21,736,809
Instructions: For computations regarding securities which
represent a right to acquire an underlying Security see Rule l3d-
3(d)(l).
Item 5 Ownership of Five Percent or Less of a Class
If this statement Is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following (box).
Instructions: Dissolution of a group requires a response to this
item.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
If any other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities, a statement to that
effect should be included in response to this item and, if such
interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an
investment company registered under the Investment Company Act of
1940 or the beneficiaries of the employee benefit plan, pension
fund or endowment fund is not required.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company
If a parent holding company has filed this schedule,
pursuant to Rule l3d-l(b)(ii)(G), so indicate under Item 3(g) and
attach an exhibit stating the identity and the Item 3
classification of the relevant subsidiary. If a parent holding
company has filed this schedule pursuant to Rule l3d-l(c), attach
an exhibit stating the identification of the relevant subsidiary.
Item 8. Identification and Classification of Members of the
Group.
If a group has filed this schedule pursuant to Rule 13d-
l(b)(ii)(H), so indicate under Item 3(h) and attach an exhibit
stating the identity and Item 3 classification of each member of
the group. If a group has filed this schedule pursuant to Rule
13d-l(c), attach an exhibit stating the identity of each member
of the group. See Exhibit 1.
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an
exhibit stating the date of the dissolution and that all further
filings with respect to transactions in the security reported on
will be filed, if required, by members of the group, in their
individual capacity. See Item 5.
Item 10. Certification
The following certification shall be included if the
statement is filed pursuant to Rule 13d-l(b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
February 9, 1995
Date
/s/ H. Jay Skelton
Signature
A. Darius Davis, Director
By: H. Jay Skelton. Attorney-in-Fact
Name/Title
<PAGE>
1. NAME OF REPORTING PERSON
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
D.D.I., Inc. - TI# 59-2448386
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Florida - United States
5. SOLE VOTING POWER
NUMBER OF 20,393,666
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 100,246
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 20,393,666
WITH
8. SHARED DISPOSITIVE POWER
100,246
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,493,912
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW-9
27.5%
12. TYPE OF REPORTING PERSON*
CO
<PAGE>
Item 1.
(a) Name of Issuer WINN-DIXIE STORES, INC.
(b) Address of Issuer's Principal Executive Offices:
5050 Edgewood Ct., Jacksonville, FL 32254-3699
Item 2.
(a) Name of Person Filing D.D.I, Inc.
(b) Address of Principal Business Office or, if none,
Residence:
5050 Edgewood Ct., Jacksonville, FL 32254-3699
(c) Citizenship Florida - United States
(d) Title of Class of Securities COMMON STOCK
(e) CUSIP Number 974280 10 9
Item 3. If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b), check whether the person filing is a:
(a) ___Broker or Dealer registered under Section 15 of the
Act
(b) ___Bank as defined in Section 3(a)(6) of the Act
(c) ___Insurance Company as defined in Section 3(a)(19) of
the Act
(d) ___Investment Company registered under Section 8 of the
Investment Company Act
(e) ___Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940
(f) ___Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund: see S24O.13d-
l(b)(ii)(F)
(g) ___Parent Holding Company, in accordance with S240.13d-
l(b)(ii)(G) (Note: See Item 7)
(h) X Group, in accordance with S240.13d-1(b)ii)(G)
(Note: See Item 7) - See Exhibit 1
Item 4. Ownership
If the percent of the class owned, as of December 31 of the
year covered by the statement, or as of the last day of any month
described in Rule 13d-l(b)(2), if applicable, exceeds five
percent, provide the following information as of that date and
identify those shares which there is a right to acquire.
(a) Amount Beneficially Owned 20,493,912
(b) Percent of Class 27.5%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
20,393,666
(ii) shared power to vote or to direct the vote
100,246
(iii)sole power to dispose or to direct the
disposition of 100,246
(iv) shared power to dispose or to direct the
disposition of 20,393,666
Instructions: For computations regarding securities which
represent a right to acquire an underlying Security see Rule l3d-
3(d)(l).
Item 5 Ownership of Five Percent or Less of a Class
If this statement Is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following (box).
Instructions: Dissolution of a group requires a response to this
item.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
If any other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities, a statement to that
effect should be included in response to this item and, if such
interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an
investment company registered under the Investment Company Act of
1940 or the beneficiaries of the employee benefit plan, pension
fund or endowment fund is not required.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company
If a parent holding company has filed this schedule,
pursuant to Rule l3d-l(b)(ii)(G), so indicate under Item 3(g) and
attach an exhibit stating the identity and the Item 3
classification of the relevant subsidiary. If a parent holding
company has filed this schedule pursuant to Rule l3d-l(c), attach
an exhibit stating the identification of the relevant subsidiary.
Item 8. Identification and Classification of Members of the
Group.
If a group has filed this schedule pursuant to Rule 13d-
l(b)(ii)(H), so indicate under Item 3(h) and attach an exhibit
stating the identity and Item 3 classification of each member of
the group. If a group has filed this schedule pursuant to Rule
13d-l(c), attach an exhibit stating the identity of each member
of the group. See Exhibit 1.
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an
exhibit stating the date of the dissolution and that all further
filings with respect to transactions in the security reported on
will be filed, if required, by members of the group, in their
individual capacity. See Item 5.
Item 10. Certification
The following certification shall be included if the
statement is filed pursuant to Rule 13d-l(b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
February 9, 1995
Date
D.D.I., Inc.
By /s/ H. Jay Skelton
Signature
H. Jay Skelton, President
Name/Title
<PAGE>
1. NAME OF REPORTING PERSON
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
T. Wayne Davis - SS# ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Florida - United States
5. SOLE VOTING POWER
NUMBER OF 352,689
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 21,289,871
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 352,689
WITH
8. SHARED DISPOSITIVE POWER
21,289,871
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,642,560
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW-9
29.0%
12. TYPE OF REPORTING PERSON*
IN
<PAGE>
Item 1.
(a) Name of Issuer WINN-DIXIE STORES, INC.
(b) Address of Issuer's Principal Executive Offices:
5050 Edgewood Ct., Jacksonville, FL 32254-3699
Item 2.
(a) Name of Person Filing T. Wayne Davis
(b) Address of Principal Business Office or, if none,
Residence:
1910 San Marco Blvd., Jacksonville, FL 32207
(c) Citizenship Florida - United States
(d) Title of Class of Securities COMMON STOCK
(e) CUSIP Number 974280 10 9
Item 3. If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b), check whether the person filing is a:
(a) ___Broker or Dealer registered under Section 15 of the
Act
(b) ___Bank as defined in Section 3(a)(6) of the Act
(c) ___Insurance Company as defined in Section 3(a)(19) of
the Act
(d) ___Investment Company registered under Section 8 of the
Investment Company Act
(e) ___Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940
(f) ___Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund: see S24O.13d-
l(b)(ii)(F)
(g) ___Parent Holding Company, in accordance with S240.13d-
l(b)(ii)(G) (Note: See Item 7)
(h) X Group, in accordance with S240.13d-1(b)ii)(G)
(Note: See Item 7) - See Exhibit 1
Item 4. Ownership
If the percent of the class owned, as of December 31 of the
year covered by the statement, or as of the last day of any month
described in Rule 13d-l(b)(2), if applicable, exceeds five
percent, provide the following information as of that date and
identify those shares which there is a right to acquire.
(a) Amount Beneficially Owned 21,642,560
(b) Percent of Class 29.0%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
352,689
(ii) shared power to vote or to direct the vote
21,289,871
(iii)sole power to dispose or to direct the
disposition of 352,689
(iv) shared power to dispose or to direct the
disposition of 21,289,871
Instructions: For computations regarding securities which
represent a right to acquire an underlying Security see Rule l3d-
3(d)(l).
Item 5 Ownership of Five Percent or Less of a Class
If this statement Is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following (box).
Instructions: Dissolution of a group requires a response to this
item.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
If any other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities, a statement to that
effect should be included in response to this item and, if such
interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an
investment company registered under the Investment Company Act of
1940 or the beneficiaries of the employee benefit plan, pension
fund or endowment fund is not required.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company
If a parent holding company has filed this schedule,
pursuant to Rule l3d-l(b)(ii)(G), so indicate under Item 3(g) and
attach an exhibit stating the identity and the Item 3
classification of the relevant subsidiary. If a parent holding
company has filed this schedule pursuant to Rule l3d-l(c), attach
an exhibit stating the identification of the relevant subsidiary.
Item 8. Identification and Classification of Members of the
Group.
If a group has filed this schedule pursuant to Rule 13d-
l(b)(ii)(H), so indicate under Item 3(h) and attach an exhibit
stating the identity and Item 3 classification of each member of
the group. If a group has filed this schedule pursuant to Rule
13d-l(c), attach an exhibit stating the identity of each member
of the group. See Exhibit 1.
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an
exhibit stating the date of the dissolution and that all further
filings with respect to transactions in the security reported on
will be filed, if required, by members of the group, in their
individual capacity. See Item 5.
Item 10. Certification
The following certification shall be included if the
statement is filed pursuant to Rule 13d-l(b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
February 9, 1995
Date
/s/ H. Jay Skelton
Signature
T. Wayne Davis, Director
By: H. Jay Skelton. Attorney-in-Fact
Name/Title
<PAGE>
1. NAME OF REPORTING PERSON
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
A. Dano Davis - SS# ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Florida - United States
5. SOLE VOTING POWER
NUMBER OF 2,706,017
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 22,698,257
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 2,706,017
WITH
8. SHARED DISPOSITIVE POWER
22,698,257
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,404,274
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW-9
34.1%
12. TYPE OF REPORTING PERSON*
IN
<PAGE>
Item 1.
(a) Name of Issuer WINN-DIXIE STORES, INC.
(b) Address of Issuer's Principal Executive Offices:
5050 Edgewood Ct., Jacksonville, FL 32254-3699
Item 2.
(a) Name of Person Filing A. Dano Davis
(b) Address of Principal Business Office or, if none,
Residence:
5050 Edgewood Ct., Jacksonville, FL 32254-3699
(c) Citizenship Florida - United States
(d) Title of Class of Securities COMMON STOCK
(e) CUSIP Number 974280 10 9
Item 3. If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b), check whether the person filing is a:
(a) ___Broker or Dealer registered under Section 15 of the
Act
(b) ___Bank as defined in Section 3(a)(6) of the Act
(c) ___Insurance Company as defined in Section 3(a)(19) of
the Act
(d) ___Investment Company registered under Section 8 of the
Investment Company Act
(e) ___Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940
(f) ___Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund: see S24O.13d-
l(b)(ii)(F)
(g) ___Parent Holding Company, in accordance with S240.13d-
l(b)(ii)(G) (Note: See Item 7)
(h) X Group, in accordance with S240.13d-1(b)ii)(G)
(Note: See Item 7) - See Exhibit 1
Item 4. Ownership
If the percent of the class owned, as of December 31 of the
year covered by the statement, or as of the last day of any month
described in Rule 13d-l(b)(2), if applicable, exceeds five
percent, provide the following information as of that date and
identify those shares which there is a right to acquire.
(a) Amount Beneficially Owned 25,404,274
(b) Percent of Class 34.1%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
2,706,017
(ii) shared power to vote or to direct the vote
22,698,257
(iii)sole power to dispose or to direct the
disposition of 2,706,017
(iv) shared power to dispose or to direct the
disposition of 22,698,257
Instructions: For computations regarding securities which
represent a right to acquire an underlying Security see Rule l3d-
3(d)(l).
Item 5 Ownership of Five Percent or Less of a Class
If this statement Is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following (box).
Instructions: Dissolution of a group requires a response to this
item.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
If any other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities, a statement to that
effect should be included in response to this item and, if such
interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an
investment company registered under the Investment Company Act of
1940 or the beneficiaries of the employee benefit plan, pension
fund or endowment fund is not required.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company
If a parent holding company has filed this schedule,
pursuant to Rule l3d-l(b)(ii)(G), so indicate under Item 3(g) and
attach an exhibit stating the identity and the Item 3
classification of the relevant subsidiary. If a parent holding
company has filed this schedule pursuant to Rule l3d-l(c), attach
an exhibit stating the identification of the relevant subsidiary.
Item 8. Identification and Classification of Members of the
Group.
If a group has filed this schedule pursuant to Rule 13d-
l(b)(ii)(H), so indicate under Item 3(h) and attach an exhibit
stating the identity and Item 3 classification of each member of
the group. If a group has filed this schedule pursuant to Rule
13d-l(c), attach an exhibit stating the identity of each member
of the group. See Exhibit 1.
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an
exhibit stating the date of the dissolution and that all further
filings with respect to transactions in the security reported on
will be filed, if required, by members of the group, in their
individual capacity. See Item 5.
Item 10. Certification
The following certification shall be included if the
statement is filed pursuant to Rule 13d-l(b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
February 9, 1995
Date
/s/ H. Jay Skelton
Signature
A. Dano Davis, Director
By: H. Jay Skelton. Attorney-in-Fact
Name/Title
<PAGE>
1. NAME OF REPORTING PERSON
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert D. Davis - SS# ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Florida - United States
5. SOLE VOTING POWER
NUMBER OF 215,490
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 22,924,419
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 215,490
WITH
8. SHARED DISPOSITIVE POWER
22,924,419
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,139,909
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW-9
31.0%
12. TYPE OF REPORTING PERSON*
IN
<PAGE>
Item 1.
(a) Name of Issuer WINN-DIXIE STORES, INC.
(b) Address of Issuer's Principal Executive Offices:
5050 Edgewood Ct., Jacksonville, FL 32254-3699
Item 2.
(a) Name of Person Filing Robert D. Davis
(b) Address of Principal Business Office or, if none,
Residence:
5050 Edgewood Ct., Jacksonville, FL 32254-3699
(c) Citizenship Florida - United States
(d) Title of Class of Securities COMMON STOCK
(e) CUSIP Number 974280 10 9
Item 3. If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b), check whether the person filing is a:
(a) ___Broker or Dealer registered under Section 15 of the
Act
(b) ___Bank as defined in Section 3(a)(6) of the Act
(c) ___Insurance Company as defined in Section 3(a)(19) of
the Act
(d) ___Investment Company registered under Section 8 of the
Investment Company Act
(e) ___Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940
(f) ___Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund: see S24O.13d-
l(b)(ii)(F)
(g) ___Parent Holding Company, in accordance with S240.13d-
l(b)(ii)(G) (Note: See Item 7)
(h) X Group, in accordance with S240.13d-1(b)ii)(G)
(Note: See Item 7) - See Exhibit 1
Item 4. Ownership
If the percent of the class owned, as of December 31 of the
year covered by the statement, or as of the last day of any month
described in Rule 13d-l(b)(2), if applicable, exceeds five
percent, provide the following information as of that date and
identify those shares which there is a right to acquire.
(a) Amount Beneficially Owned 23,139,909
(b) Percent of Class 31.0%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
215,490
(ii) shared power to vote or to direct the vote
22,924,419
(iii)sole power to dispose or to direct the
disposition of 215,490
(iv) shared power to dispose or to direct the
disposition of 22,924,419
Instructions: For computations regarding securities which
represent a right to acquire an underlying Security see Rule l3d-
3(d)(l).
Item 5 Ownership of Five Percent or Less of a Class
If this statement Is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following (box).
Instructions: Dissolution of a group requires a response to this
item.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
If any other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities, a statement to that
effect should be included in response to this item and, if such
interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an
investment company registered under the Investment Company Act of
1940 or the beneficiaries of the employee benefit plan, pension
fund or endowment fund is not required.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company
If a parent holding company has filed this schedule,
pursuant to Rule l3d-l(b)(ii)(G), so indicate under Item 3(g) and
attach an exhibit stating the identity and the Item 3
classification of the relevant subsidiary. If a parent holding
company has filed this schedule pursuant to Rule l3d-l(c), attach
an exhibit stating the identification of the relevant subsidiary.
Item 8. Identification and Classification of Members of the
Group.
If a group has filed this schedule pursuant to Rule 13d-
l(b)(ii)(H), so indicate under Item 3(h) and attach an exhibit
stating the identity and Item 3 classification of each member of
the group. If a group has filed this schedule pursuant to Rule
13d-l(c), attach an exhibit stating the identity of each member
of the group. See Exhibit 1.
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an
exhibit stating the date of the dissolution and that all further
filings with respect to transactions in the security reported on
will be filed, if required, by members of the group, in their
individual capacity. See Item 5.
Item 10. Certification
The following certification shall be included if the
statement is filed pursuant to Rule 13d-l(b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
February 9, 1995
Date
/s/ H. Jay Skelton
Signature
Robert D. Davis, Director
By: H. Jay Skelton. Attorney-in-Fact
Name/Title
<PAGE>
1. NAME OF REPORTING PERSON
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles P. Stephens - SS# ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia - United States
5. SOLE VOTING POWER
NUMBER OF 114,171
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 21,162,582
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 114,171
WITH
8. SHARED DISPOSITIVE POWER
21,162,582
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,276,753
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW-9
28.5%
12. TYPE OF REPORTING PERSON*
IN
<PAGE>
Item 1.
(a) Name of Issuer WINN-DIXIE STORES, INC.
(b) Address of Issuer's Principal Executive Offices:
5050 Edgewood Ct., Jacksonville, FL 32254-3699
Item 2.
(a) Name of Person Filing Charles P. Stephens
(b) Address of Principal Business Office or, if none,
Residence:
P. O. Box 2100, Peachtree City, GA 30269
(c) Citizenship Georgia - United States
(d) Title of Class of Securities COMMON STOCK
(e) CUSIP Number 974280 10 9
Item 3. If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b), check whether the person filing is a:
(a) ___Broker or Dealer registered under Section 15 of the
Act
(b) ___Bank as defined in Section 3(a)(6) of the Act
(c) ___Insurance Company as defined in Section 3(a)(19) of
the Act
(d) ___Investment Company registered under Section 8 of the
Investment Company Act
(e) ___Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940
(f) ___Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund: see S24O.13d-
l(b)(ii)(F)
(g) ___Parent Holding Company, in accordance with S240.13d-
l(b)(ii)(G) (Note: See Item 7)
(h) X Group, in accordance with S240.13d-1(b)ii)(G)
(Note: See Item 7) - See Exhibit 1
Item 4. Ownership
If the percent of the class owned, as of December 31 of the
year covered by the statement, or as of the last day of any month
described in Rule 13d-l(b)(2), if applicable, exceeds five
percent, provide the following information as of that date and
identify those shares which there is a right to acquire.
(a) Amount Beneficially Owned 21,276,753
(b) Percent of Class 28.5%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
114,171
(ii) shared power to vote or to direct the vote
21,162,582
(iii)sole power to dispose or to direct the
disposition of 114,171
(iv) shared power to dispose or to direct the
disposition of 21,162,582
Instructions: For computations regarding securities which
represent a right to acquire an underlying Security see Rule l3d-
3(d)(l).
Item 5 Ownership of Five Percent or Less of a Class
If this statement Is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following (box).
Instructions: Dissolution of a group requires a response to this
item.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
If any other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities, a statement to that
effect should be included in response to this item and, if such
interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an
investment company registered under the Investment Company Act of
1940 or the beneficiaries of the employee benefit plan, pension
fund or endowment fund is not required.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company
If a parent holding company has filed this schedule,
pursuant to Rule l3d-l(b)(ii)(G), so indicate under Item 3(g) and
attach an exhibit stating the identity and the Item 3
classification of the relevant subsidiary. If a parent holding
company has filed this schedule pursuant to Rule l3d-l(c), attach
an exhibit stating the identification of the relevant subsidiary.
Item 8. Identification and Classification of Members of the
Group.
If a group has filed this schedule pursuant to Rule 13d-
l(b)(ii)(H), so indicate under Item 3(h) and attach an exhibit
stating the identity and Item 3 classification of each member of
the group. If a group has filed this schedule pursuant to Rule
13d-l(c), attach an exhibit stating the identity of each member
of the group. See Exhibit 1.
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an
exhibit stating the date of the dissolution and that all further
filings with respect to transactions in the security reported on
will be filed, if required, by members of the group, in their
individual capacity. See Item 5.
Item 10. Certification
The following certification shall be included if the
statement is filed pursuant to Rule 13d-l(b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
February 9, 1995
Date
/s/ H. Jay Skelton
Signature
Charles P. Stephens, Director
By: H. Jay Skelton. Attorney-in-Fact
Name/Title
<TABLE>
<CAPTION>
DECEMBER 31, 1994
OWNERS OF 5% OR MORE OF OUTSTANDING SHARES EXHIBIT I
SOLE VOTING AND DISPOSITIVE POWER
Other Shared Voting
Family and
A. T. A. ROBERT CHARLES Members Dispositive Power
Total DARIUS WAYNE DANO D. P. DDI, Owning ----------------------
No. of DAVIS DAVIS DAVIS DAVIS TEPHENS INC. Less than Other Than
OWNER Shares <"ADD"> <"TWD"> <"DANO"> <"RDD"> <"CPS"> <"DDI"> 5% DDI DDI (*)
_____ ____________ ______________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
D. D. I., INC. 20,393,666 (A) 20,393,666 20,393,666
ESTUARY CORPORATION 1,966,666 (B) 1,966,666
ADD INV. & CATTLE CO. 1,020,666 (C) 1,020,666
ADFAM PARTNERS, LTD. 198,805 (D) 198,805
AMERICAN HERITAGE LIFE 100,246 (E) 100,246
SPANISH GRANT ESTATES 20,000 (F) 20,000
ADD TRUST 98,620 (G) 98,620
ADD - WD CHARITIES 23,126 (H) 23,126
ADD - WD CHARITIES, RI 300 300
ADD'S SON 74,076 74,076
ADD'S WIFE 67,214 67,214
RDD FAMILY AND TRUSTS 215,490 (I) 215,490
RDD GRANDCHILDREN'S TR 1,780 (J) 1,780
JED FAMILY 148,305 (K) 148,305
JED - WD CHARITIES 26,786 (H) 26,786
DANO'S MOTHER'S TRUST 559,536 (L) 559,536
DANO DAVIS, INDIV. 4,622 4,622
DANO TRUST 442,325 (M) 442,325
DANO TRUST RI 1,500 1,500
DANO FAMILY 189,743 (N) 27,217 162,526
DANO TRUSTEE - JED FAM 672,507 (O) 243,687 428,820
DANO TRUSTEE - MAD FAM 917,543 (P) 917,543
M.S. VARNEDOE AGENCY 17,776 (Q) 17,776
VDP - WD CHARITIES 667,178 (H) 667,178
VDP - WD CHARITIES, RI 1,492 1,492
MAD TRUST FOR WIDOW 518,940 (R) 518,940
MAD'S WIDOW'S TRUST 385,995 (S) 385,995
MAD'S DAUGHTER'S TRS 132,356 (T) 132,356
MAD FAMILY 262,455 (U) 262,455
CPS FAMILY 114,171 (V) 114,171
TWD INDIV. & REV. TR 114,826 (W) 114,826
TWD FAMILY 376,977 (X) 236,550 25,138 115,289
OTHER FAM MEMBS OF TWD 911,522 (Y) 911,522
TWD - WD CHARITIES 12,000 12,000
TWD-WD CHARITIES-PS TR 500 500
TWD, DDI PS PLAN 613 613
TWD, KEOGH PLAN 200 200
------------ ----------------------------------------------------------------------------------------------
30,660,523 165,834 352,689 2,706,017 215,490 114,171 20,393,666 2,518,939 4,193,717 20,393,666
============ ==============================================================================================
Percent of Class 41.10% 0.22% 0.47% 3.63% 0.29% 0.15% 27.34% 3.38% 5.62% 27.34%
(*) Not included in totals.
</TABLE>
(A) The voting and dispositive power of D.D.I., Inc. is as follows:
Voting and Dispositive Power Percentage
RDD - includes (A)(1) 10.88%
TWD - includes (A)(2) 22.85%
DANO- includes (A)(3) 32.99%
ADFAM Partners, Ltd.- (D) 18.86%
Aggregate holdings of all other
members of the Davis Family, none
of whom have voting and dispositive
power of 5.00% or more of the
outstanding shares of DDI. 14.42%
(1) Includes DDI shares held by trusts for the benefit of RDD's
children of which RDD, son of ADD and cousin of TWD and
DANO, is sole trustee. Also includes DDI shares held by
trusts of which RDD and CPS' wife are co-trustees and
family members of M. Austin Davis <"MAD">, deceased brother
of ADD, are beneficiaries. RDD disclaims any beneficial
interest in DDI shares which aggregate 7.49% held by trusts
for the benefit of his daughters or MAD's family members.
(2) Includes DDI shares held by TWD as custodian for his
daughter, TWD's wife and trusts of which TWD is sole or
co-trustee and he, his mother, his sisters and other family
members are beneficiaries. TWD disclaims beneficial
interst in DDI shares which aggregate 18.75% and which are
held by TWD as custodian, his wife or trusts for the
benefit of his children, mother, sisters or sisters'
children.
(3) Includes the DDI shares held by Estuary corporation (see
note (B)). Also includes DDI shares held by DANO's wife
and trusts for the benefit of DANO, his mother, his
children, his sister, his sister's children, his
mother-in-law and father-in-law, MAD's children and MAD's
grandchildren, of which DANO is sole or co-trustee. DANO
disclaims beneficial interest in shares held directly or
indirectly by trusts for the benefit of his sister, his
sister's children, MAD's children or MAD's grandchildren
which aggregate 13.24% of DDI's shares.
(B) Corporation owned by DANO's wife and trusts for the benefit of
DANO, his mother, his children, his sister or his sister's
children. As to the Shares held by Estuary corporation, DANO has
sole voting and dispositive power.
(C) Corporation owned 100% by ADFAM (see note (D)).
(D) Limited partnership of which ADD Trust, a revocable trust of
which ADD is sole trustee and beneficiary, is a 1% general and
89.01% limited partner. RODA Trust, a revocable trust of which
RDD is sole trustee and beneficiary, is a 3.99% limited partner
and a corporation of which RODA Trust is a 50% shareholder is a
1% general partner.
(E) American Heritage Life Investment Corporation, <"AHL">, which
holds 240,000 shares of Winn-Dixie Stores,Inc. common stock, is
41.77% owned by Davis entities of which ownership percentage,
DDI, Estuary Corporation and ADFAM account for 30.23%, 8.73% and
.17%, respectively. Of the remaining 2.64%, which is held by
various trusts, individuals and entities for the benefit of
family members, DANO, RDD and TWD have sole or shared voting
power for 1.30%, .24% and .37%, respectively.
(F) Corporation owned 50.1% by a trust of which DANO is trustee and
beneficiary and 49.9% by a trust of which he and his sister are
co-trustees and his sister is the beneficiary.
(G) Revocable trust of which ADD is sole trustee and beneficiary.
(H) Private charitable foundation.
(I) Trusts of which RDD is sole trustee and RDD and his children are
beneficiaries, and his wife individually.
(J) Trusts FBO grandchildren of RDD of which a non-family party is
trustee.
(K) Irrevocable trusts of which DANO's sister or her son are trustees
and her children and grandchildren are beneficiaries and DANO's
sister's children, grandchildren and her children's spouses,
individually or as custodians.
(L) Revocable trust of which DANO's mother is sole trustee and
beneficiary.
(M) Revocable trust of which DANO is sole trustee and beneficiary.
(N) Irrevocable trusts of which DANO is sole or co-trustee and he,
his children and his mother-in-law and father-in-law are
beneficiaries and DANO's wife and son, individually.
(O) Trusts of which DANO is sole trustee or co-trustee with his
sister and his mother, his sister and her children are the
beneficiaries.
(P) Irrevocable trusts of which DANO is a co-trustee and
MAD's children and grandchildren are the beneficiaries.
(Q) Revocable trust of which DANO's mother-in-law is sole beneficiary
and trustee.
(R) Irrevocable trust of which MAD's daughter and RDD are co-trustees
and MAD's widow is the beneficiary.
(S) Revocable trust of which MAD's widow is sole trustee and
beneficiary.
(T) A Revocable trust, FBO MAD's daughter, which is administered by
an unaffiliated corporate trustee.
(U) MAD's children and grandchildren, individually or as custodian.
(V) CPS <son-in-law of MAD> and CPS' wife, individually, and his wife
as custodian for his children.
(W) TWD individually and a revocable trust of which TWD is sole
trustee and beneficiary.
(X) Irrevocable trusts of which TWD is sole or co-trustee and TWD,
his sisters and other family members are beneficiaries and TWD,
his children, his son-in-law and his wife, as custodian or
individually.
(Y) Revocable trust of TWD's mother of which she is sole trustee and
beneficiary, and TWD's sisters and other family members,
individually or as custodians.
