WINN-DIXIE STORES, INC.
FORM 10-Q
TABLE OF CONTENTS
Part I: Financial Information
Page
Condensed Consolidated Statements of Earnings
(Unaudited), For the 16 and 28 Weeks Ended
January 11, 1995 and January 12, 1994 1
Condensed Consolidated Balance Sheets (Unaudited),
January 11, 1995 and June 29, 1994 2
Condensed Consolidated Statements of Cash Flows
(Unaudited), For the 28 Weeks Ended
January 11, 1995 and January 12, 1994 3
Notes to Condensed Consolidated Financial Statements
(Unaudited) 4-5
Management's Discussion and Analysis of Financial
Condition and Results of Operations 6-7
Part II: Other Information
Item 5. Other Information 8
Item 6. Exhibits and Reports on Form 8-K 8
Signatures 8
Computation of Earnings Per Share Exhibit 11.1 8
<PAGE>
WINN-DIXIE STORES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)
Amounts in thousands except per share data
MOST RECENT QUARTER
For the 16 Weeks Ended
--------------------------------
Jan. 11, 1995 Jan. 12, 1994
-------------- --------------
Net sales $ 3,537,824 3,380,986
Cost of sales 2,727,912 2,614,525
------------ ------------
Gross profit 809,912 766,461
Operating & administrative expenses 732,072 694,336
------------ ------------
Operating income 77,840 72,125
Cash discounts & other income 32,408 35,876
Interest expense (4,823) (5,132)
------------ ------------
Earnings before income taxes 105,425 102,869
Provision for income taxes 37,953 39,088
============ ============
Net earnings $ 67,472 63,781
============ ============
Earnings per share $ 0.91 0.85
============ ============
Dividends per share $ 0.52 0.48
============ ============
FISCAL YEAR-TO-DATE
For the 28 Weeks Ended
----------------------
Jan. 11, 1995 Jan. 12, 1994
-------------- --------------
Net sales $ 6,128,188 5,845,426
Cost of sales 4,727,730 4,522,880
------------ ------------
Gross profit 1,400,458 1,322,546
Operating & administrative expenses 1,279,324 1,211,132
------------ ------------
Operating income 121,134 111,414
Cash discounts & other income 55,084 58,570
Interest expense (8,223) (9,131)
------------ ------------
Earnings before income taxes 167,995 160,853
Provision for income taxes 60,478 61,121
------------ ------------
Net earnings $ 107,517 99,732
============ ============
Earnings per share $ 1.45 1.33
============ ============
Dividends per share $ 0.78 0.72
============ ============
See accompanying notes to Condensed Consolidated Financial Statements.
<PAGE>
WINN-DIXIE STORES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
Amounts in thousands
ASSETS Jan. 11, 1995 June 29, 1994
--------------- ---------------
Cash and cash equivalents $ 26,899 31,451
Trade and other receivables 124,019 171,854
Associate stock loans 12,055 1,776
Merchandise inventories less LIFO reserve
of $211,472 ($205,172 at June 29, 1994) 1,156,184 1,058,883
Prepaid expenses 79,214 97,220
--------------- ---------------
Total current assets 1,398,371 1,361,184
--------------- ---------------
Investments and other assets 42,500 37,587
Prepaid income taxes 41,024 41,024
Net property, plant and equipment 778,492 706,779
--------------- ---------------
Total assets $ 2,260,387 2,146,574
=============== ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable $ 529,576 516,806
Reserve for insurance claims and
self-insurance 54,096 60,510
Accrued wages and salaries 75,382 68,238
Accrued rent 58,934 58,313
Accrued expenses 102,557 126,550
Short-term borrowings 59,500 9,500
Current obligations under
capital leases 3,765 3,462
Income taxes 31,073 29,787
--------------- ---------------
Total current liabilities 914,883 873,166
--------------- ---------------
Obligations under capital leases 83,381 85,374
Defined benefit plan 25,534 22,852
Reserve for insurance claims and
self-insurance 110,667 105,417
Other liabilities 2,449 2,304
Shareholders' equity:
Common stock 74,582 74,176
Retained earnings 1,048,891 983,285
--------------- ---------------
Total shareholders' equity 1,123,473 1,057,461
--------------- ---------------
Total liabilities and shareholders'
equity $ 2,260,387 2,146,574
=============== ===============
See accompanying notes to Condensed Consolidated Financial Statements.
<PAGE>
WINN-DIXIE STORES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Amounts in thousands
For the 28 Weeks Ended
------------------------------
FISCAL YEAR-TO-DATE Jan. 11, 1995 Jan. 12, 1994
-------------- --------------
Cash flows from operating activities:
Net earnings $ 107,517 99,732
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization 96,677 83,601
Prepaid income taxes - (2,780)
Defined benefit plan 2,682 1,817
Increase (decrease) in reserve for
self-insurance (1,164) 1,380
Change in cash from:
Receivables 37,556 8,743
Merchandise inventories (97,301) (54,914)
Prepaid expenses 18,006 10,673
Accounts payable 12,770 9,486
Income taxes 1,286 12,845
Other current accrued expenses (9,550) 24,892
---------- ----------
Net cash provided by operating activities 168,479 195,475
---------- ----------
Cash flows from investing activities:
Purchases of property, plant
and equipment, net (168,390) (140,638)
Increase in investments and other assets (4,913) (39,163)
----------- -----------
Net cash used in investing activities (173,303) (179,801)
----------- -----------
Cash flows from financing activities:
Increase in short-term borrowings 50,000 60,000
Payments on capital lease obligations (1,689) (1,699)
Purchase of common stock and changes in
retained earnings (16,337) (17,870)
Proceeds of sales under associates'
stock purchase plan 25,909 -
Dividends paid (57,756) (53,834)
Other 145 15
----------- -----------
Net cash provided (used) in financing activities 272 (13,388)
----------- -----------
Increase (decrease) in cash and cash equivalents (4,552) 2,286
Cash and cash equivalents at beginning of year 31,451 22,302
----------- -----------
Cash and cash equivalents at end of period $ 26,899 24,588
=========== ===========
Supplemental cash flow information:
Interest paid $ 8,045 8,710
Interest and dividends received $ 802 1,260
Income taxes paid $ 54,203 48,510
=========== ===========
See accompanying notes to Condensed Consolidated Financial Statements.
<PAGE>
WINN-DIXIE STORES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(A) Financial information reflects all adjustments which, in the opinion
of management, are necessary to reflect the results of operations and
financial position for the quarters shown. These condensed financial
statemen ts should be read in conjunction with the fiscal 1994 Form
10-K Annual Report of the Company.
The consolidated financial statements include the accounts of Winn-
Dixie Stores, Inc. and its subsidiaries which operate as a major food
retailer in the southeastern and southwestern United States and Baha-
mas Islands.
(B) Merchandise inventories are stated at the lower of cost or market,
approximately 92% of which are valued under the LIFO method.
(C) Results for the quarter reflect a pretax LIFO inventory charge of
$3.6 million in 1995 and in 1994. The cumulative current year charge
is $6.3 million as compared with $6.3 million in 1994. If the FIFO
method had been used, current quarter net earnings would have been
$69.7 million or $0.94 per share as compared with net earnings of
$6 6.0 million or $0.88 per share in the previous year. The cumula-
tive year net earnings would have been $111.5 million, or $1.50 per
share as compared with $103.7 million, or $1.38 per share.
(D) The Company has an authorized $200 million Commercial Paper Program
and short-term lines of credit totaling $235 million. On January 11,
1995, there was $55 million in commercial paper and $4.5 million from
bank lines of credit outstanding as compared to $140 million in com-
mercial paper outstanding on January 12, 1994.
(E) The provision for income taxes reflects management's best estimate of
the effective tax rate expected for the fiscal year. The effective
tax rate used for fiscal year 1995 is 36% as compared to 38% in 1994.
(F) 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
clean up of two designated Superfund sites located in Tampa, Florida,
three such sites in Jacksonville (2 related sites) and one site in
Madison, 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 or-
der at another Superfund site to determine the most cost-effective
way to clean up such sites. Although under federal statutes the Com-
pany is jointly and severally liable for cleanup costs at each loca-
tion, the Company's share of total costs is estimated not to exceed
$500,000 for four of the Superfund sites and the Texas site. The Com-
pany believes it is not a responsible party for cleanup of the Madi-
son, 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 pub-
lic disposal sites.
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 $150,000 in fiscal year 1995, with addi-
tional 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 esti-
mated 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 environ-
mental 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 affect on the Company's
consolidated earnings or financial position.
<PAGE>
WINN-DIXIE STORES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This analysis should be read in conjunction with the Condensed Consolidated
Financial Statements.
RESULTS OF OPERATIONS
Sales for the current quarter were $3.5 billion, a $156.8 million increase,
or 4.6% over the comparable quarter ended January 12, 1994. Year-to-date,
sales were $6.1 billion, a $282.8 million, increase over the comparable
period last year. Sales increases resulted primarily from an increase in
average store sales. The increase in identical store sales was 2.7% for the
quarter and 3.1% year-to-date. Average store sales increased 6.1% for the
quarter and year-to-date.
The Company opened 42 new stores, averaging 46,400 square feet, enlarged or
remodeled 42 stores, and closed 43 older stores, averaging 26,700 square
feet. As of January 11, 1995, retail space totaled 41.8 million square
feet. Currently, 52 new stores are under construction. The Company plans
to open 80 new stores in the current fiscal year. The Company has 1,158
stores in operation compared with 1,172 stores last year. Of the 1,158
stores, 673 are larger than 35,000 square feet. Stores not performing up
to expectations were closed, which resulted in a reduction in the total
number of stores.
Gross profit increased $43.5 million for the quarter and $77.9 million,
year-to-date. As a percent to sales, gross profit for the current quarter
was 22.9%, compared to 22.7% in the previous year. Year-to-date, gross
profit as a percent to sales was 22.8% in the current year, compared to
22.6% in the previous year. The increase in gross profit is a result of
our larger stores having a different inventory mix which has an improved
gross profit percentage.
Operating and administrative expenses increased $37.7 million for the cur-
rent quarter and $68.2 million year-to-date. As a percent to sales, oper-
ating and administrative expenses for the current quarter were 20.7%, com-
pared to 20.5% last year. Year-to-date, operating and administrative ex-
penses, as a percent to sales were 20.9% for the current year and 20.7% for
the previous year. Our increase in operating and administrative expense is
due to payroll, occupancy and depreciation expense.
Cash discounts and other income totaled $32.4 million the first quarter
and $55.1 million year-to-date. Investment income for the current quarter
totaled $0.3 million compared to $1.4 million last year. Year-to-date,
investment income totaled $0.5 million for the current year, compared to
$2.3 million in the previous year. The decrease in investment income is
due to a reduction in funds available for investment.
Interest expense totaled $4.8 million for the current quarter compared to
$5.1 million for the comparable period last year. Year-to-date, interest
expense totaled $8.2 million for the current period compared to $9.1 mil-
lion in the previous year. The decrease in interest expense for the quar-
ter is due to a reduction in the issuance of commercial paper.
Earnings before income taxes were $105.4 million for the current quarter
compared to $102.9 million in the previous year. Year-to-date, earnings
before income taxes were $168.0 million in the current year and $160.9
million in the previous year. The increase in pretax earnings is primarily
a result of the increase in gross profit as previously mentioned. Income
taxes have been accrued at an effective rate of 36% for the current year
and 38.0% for the previous year. This rate is expected to approximate the
effective rate for the full 1995 fiscal year.
Net earnings amounted to $67.5 million, or $0.91 per share for the current
quarter compared to $63.8 million, or $0.85 per share for the comparable
period last year. Year-to-date, net earnings amounted to $107.5 million or
$1.45 per share compared to $99.7 million, or $1.33 per share for the pre-
vious year. The LIFO charge reduced net earnings by $2.3 million, or $0.03
per share for the current quarter compared to $2.3 million, or $0.03 per
share in the previous year. Year-to-date, the LIFO charge reduced net earn-
ings by $3.9 million, $0.05 per share compared to $3.9 million, $0.05 per
share in the previous year.
LIQUIDITY AND CAPITAL RESOURCES
The Company's financial condition remains very sound and very strong. Cash
and cash equivalents amounted to $26.9 million at January 11, 1995. Net
cash provided by operating activities amounted to $168.5 million for the 28
weeks ended January 11, 1995 compared to $195.5 million for the comparable
period last year. Capital expenditures totaled $168.4 million compared to
$140.6 million for the comparable period last year. These expenditures
were for new store locations, remodeling and enlargement of store locations
and maintenance and expansion of support facilities. Total capital invest-
ment in Company retail and support facilities, including operating leases,
is estimated to be $600.0 million in 1995. The Company has no material
construction or purchase commitments outstanding as of January 11, 1995.
Working capital amounted to $483.5 million at January 11, 1995 compared to
$488.0 million at June 29, 1994.
The Company has an authorized $200 million Commercial Paper Program. In
addition, the Company has $235 million of short-term lines of credit.
These 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
January 11, 1995, $55.0 million of commercial paper was outstanding as
compared to $140.0 million in the previous year. Short-term borrowings
against our bank lines of credit were $4.5 million as of January 11, 1995
as compared to none on January 12, 1994.
Excluding capital leases, the Company had no outstanding long-term debt as
of either January 11, 1995 or June 29, 1994.
The Company's available credit facilities and cash flow from operations are
considered adequate to fund the short-term and long-term capital needs of
the Company.
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) and one site in Madison, 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.
IMPACT OF INFLATION
The Company's primary costs, which are inventory and labor, increase with
inflation. Recovery of these increases has to come from improved operating
efficiencies and, to the extent permitted by our competition, through im-
proved gross profit margins.
<PAGE>
WINN-DIXIE STORES, INC. AND SUBSIDIARIES
Part II - Other Information
Item 5. OTHER INFORMATION
On January 25, 1995, the Board of Directors elected Mrs. Judith
W. Dixon, former Assistant Secretary and Director of Shareholder
Relations, as Secretary of the Company.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS
3.1.2 Articles of Amendment to Restated Articles of Incorporation as
adopted on October 5, 1994.
3.1.3 Amendment to Restated Articles of Incorporation as adopted on
October 5, 1994.
10.5 Key Employee Stock Option Plan effective January 20, 1990 as adopted
on October 5, 1994.
10.5.1 Amendment to Key Employee Stock Option Plan dated June 22, 1994.
10.5.2 Amendment to Key Employee Stock Option Plan dated July 25, 1994.
11.1 Computation of Earnings Per Share
REPORT ON FORM 8-K
There were no reports on Form 8-K filed for the quarter ended January 11, 1995
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Winn-Dixie Stores, Inc.
Date: February 8, 1995 RICHARD P. MCCOOK
Richard P. McCook
Financial Vice President and
Principal Financial Officer
Date: February 8, 1995 DAVID H. BRAGIN
David H. Bragin
Corporate Treasurer and
Principal Accounting Officer
<PAGE>
ARTICLES OF AMENDMENT
TO THE RESTATED ARTICLES OF INCORPORATIONOF
WINN-DIXIE STORES, INC.
Pursuant to Section 607.1006, Florida Business Corporation Act, the
undersigned Corporation hereby adopts the following Articles of Amendment
to its Restated Articles of Incorporation:
1. The name of the Corporation is WINN-DIXIE STORES, INC.
2. The Restated Articles of Incorporation of the Corporation were
filed with the Secretary of State of Florida on October 28, 1991.
3. Articles of Amendment to the Restated Articles of Incorporation
of the Corporation were filed with the Secretary of State of Florida on
October 13, 1992.
4. The following amendment to the Restated Articles of
Incorporation was adopted by the Corporation on October 5, 1994,
pursuant to Section 607.1003, Florida Business Corporation Act, having
been adopted by the Directors of the Corporation on July 25, 1994, and
by the Shareholders of the Corporation at its Annual Meeting on October
5, 1994, at the headquarters office of the Corporation, 5050 Edgewood
Court, Jacksonville, Florida 32254:
"The first sentence of ARTICLE THIRD of the Restated
Articles of Incorporation, as heretofore amended, of
the Corporation be and it hereby is amended by deleting
such sentence in its entirety and substituting in lieu
thereof the following:
"The total number of shares, including those
previously authorized, which the Company may have
outstanding at any time is 200,000,000 shares, all
of which shall be Common Stock, having a par value
of $1.00 per share."
5. The number of shares of the single class of shares of common
stock of the Corporation outstanding and entitled to vote thereon was
74,114,668, of which a majority sufficient for approval of 60,266,616
shares voted for the amendment and 3,234,699 shares voted against the
amendment.
6. In accordance with the provisions of Section 607.0705,
Florida Statutes, written notice of the Annual Shareholders' Meeting
containing a summary of the changes to be effected by the proposed
amendment was given to each Shareholder of record of the Corporation in
accordance with the applicable laws of the State of Florida and the By-
Laws of the Corporation.
IN WITNESS WHEREOF, Winn-Dixie Stores, Inc. has caused these
Articles of Amendment to Restated Articles of Incorporation to be
executed in its corporate name by its respective President and
Assistant Secretary under the seal of the Corporation on the 5th day of
October, 1994.
WINN-DIXIE STORES, INC.
BY___________________________
Its President
By____________________________
Its Assistant Secretary
STATE OF FLORIDA
COUNTY OF DUVAL
The foregoing instrument was acknowledged before me this 5th day
of October, 1994 by James Kufeldt and Ronald D. Peterson, President and
Assistant Secretary, respectively, of Winn-Dixie Stores, Inc., a
Florida corporation, on behalf of the corporation, who are personally
known to me and who did not take an oath.
_________________________
Printed Name:_________________
Notary Public, State of Florida
My commission expires:
______________________________
CERTIFIED
RESOLUTION
Effective July 25, 1994
RESOLVED, that the Board of Directors of this Company hereby approves
and recommends to its shareholders an amendment of the first sentence
of Article THIRD of the Company's Restated Articles of Incorporation,
as heretofore amended, so that such first sentence shall read as
follows:
"The total number of shares, including those previously
authorized, which the Company may have outstanding at any
time is 200,000,000 shares, all of which shall be common
stock, having a par value of $1.00 per share."
RESOLVED, that this Board of Directors hereby directs that the proposed
amendment be submitted to a vote of the holders of the Company's
outstanding Common Stock of record on August 15, 1994 at the Annual
Meeting of Shareholders to be held on October 5, 1994; and further
RESOLVED, that the preceding resolution is subject (a) to the approval
of the amendment to the first sentence of Article THIRD of this
Corporation's Restated Articles of Incorporation by its shareholders,
as approved and recommended by this Board of Directors in the preceding
resolution, and (b) to the due filing of a Certificate of Amendment
with respect thereto with the Secretary of State of the State of
Florida; and further
RESOLVED, that the proper officers of this Corporation be, and they
hereby are, authorized, empowered and directed to prepare, execute and
file with the New York Stock Exchange, Inc. a listing application, such
amendments thereto and such other documents and instruments as may be
necessary or appropriate in order to cause to be listed upon the New
York Stock Exchange, Inc. the additional shares of Common Stock
authorized hereby; and further
RESOLVED, that the officers of this Corporation be, and they hereby
are, authorized and empowered on behalf of this Corporation to prepare,
execute, deliver, and file any and all such applications, instruments,
documents and papers and to do and to perform any and all acts and
things as they may deem necessary or advisable in order to carry out
the purpose and intent of the foregoing resolutions.
* * * * * * * * * * * * * * *
I, Wayne E. Ripley, Jr., Secretary of Winn-Dixie Stores, Inc., a Florida
Corporation, do hereby certify that the foregoing is a true, correct and
complete copy of resolution adopted by Written Consent of all of the members of
the Board of Directors of Winn-Dixie Stores, Inc., effective July 25, 1994,
pursuant to Section 607.0821,Florida Business Corporation Act; and that the
resolution is entered upon the regular minute book of the Corporation and is now
in full force and effect.
IN WITNESS WHEREOF, I have hereunto subscribed my name and
affixed the seal of the Corporation, at Jacksonville, Florida, this
25th day of July, 1994.
_____________________________
Wayne E. Ripley, Jr.
Secretary
(CORPORATE SEAL)
WINN-DIXIE STORES, INC.
Key Employee Stock Option Plan
(Effective January 24, 1990)
(Revised June 22, 1992, effective June 1, 1992; and
further Revised June 22, 1994, and July 25, 1994)
_______________
ARTICLE I.
Designation and Purpose of Plan
The Plan shall be known as the "Winn-Dixie Key Employee Stock
Option Plan". The purpose of the Plan is to promote in the Company's
key employees additional incentive by inducing and enabling them to
become part owners of the business or to increase their share of its
ownership through the exercise of options granted pursuant to the Plan.
ARTICLE II.
Definitions
The following words and phrases wherever used herein shall, unless
the context otherwise indicates, have the following meanings:
1. "Committee" shall mean a committee of at least two
persons appointed by the Board of Directors of the Company each of whom
shall be a director of the Company.
2. "Eligible Employee" shall mean any person who, at
the time an option is granted hereunder, shall be a member of the
Executive Committee of the Company, other than the Chairman of the
Board, or is a Division President or Division Manager.
3. "Option" shall mean any Option granted or held
pursuant to the provisions of the Plan. Options shall be evidenced by
forms prescribed by the Committee.
4. "Optionee" shall mean any person who at the time
in question holds any Option which then remains unexercised in whole or
in part and which has not expired or terminated.
5. Company" shall mean Winn-Dixie Stores, Inc. and
"Board" or "Board of Directors" shall mean the Board of Directors of
the Company.
6. "Plan" shall mean this Winn-Dixie Key Employee
Stock Option Plan.
7. "Return on Capital" shall mean the percentage
which the net earnings of the Company for a particular fiscal year
bears to the average net shareholder equity for such fiscal year, in
each case as reflected in the financial statements of the Company for
such fiscal year as reported in the Company's Annual Report to its
stockholders.
8. "Stock" shall mean the Company's Common Stock,
having a par value of $1.00 per share, as constituted on October 31,
1990, whether presently authorized and unissued or held in the
Company's treasury, or hereafter reacquired by the Company. 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 purchased pursuant to the exercise of any Option then outstanding
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 purchased pursuant to the exercise of any Option then
outstanding 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.
Shares Available for Purchase
Subject to the anti-dilution provisions contained in the
definition of Stock in Article II hereof, except as provided in Article
VII hereof, the maximum number of shares of Stock which may be sold
pursuant to the exercise of Options shall be 1,000,000. Except as
provided in Article VII hereof, at no time shall there be Options
outstanding for the purchase of more than 1,000,000 shares of Stock
(subject to said anti-dilution provisions) less such number of shares
as have previously been sold pursuant to the exercise of Options. If
an Option shall for any reason terminate or expire, any shares of Stock
covered by such Option immediately prior to its termination or
expiration shall again become available for sale pursuant to the
exercise of other Options granted or to be granted pursuant to the
Plan.
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, at the time of such exercise, sale or
issue, as the case may be, an exemption from registration of the shares
of Stock under the Securities Act of 1933, as amended, shall be
applicable with respect thereto in accordance with regulations duly
promulgated by the Securities and Exchange Commission under said Act.
ARTICLE IV.
Granting Expiration and Termination of Options
The Committee shall, by a vote of a majority thereof,
have the exclusive power to grant Options to purchase shares of Stock
to Eligible Employees. Such Options may be granted at any time and
from time to time to such Eligible Employees, for such number of shares
as the Committee in its sole discretion deems advisable, but in no
event more than one-half (1/2) of the shares available under the Plan
from time to time to any single "Eligible Employee", presently a limit
of 250,000 but increased to 500,000 if the increase in total number of
shares available to 1,000,000 is approved by the shareholders on
October 5, 1994. In all cases the option price per share shall be the
fair market value of the Stock on the date on which the Option is
granted (but not less than $1.00), and such Option shall be
exercisable, subject to the provisions of Article V hereof, within the
option period, at the end of which period it shall expire and become
void to the extent that it then remains unexercised. The option period
within which each Option granted hereunder shall be exercisable shall
commence on such date as the Committee shall determine and shall end on
December 31, 1996, as to Options granted prior to June 1, 1992; shall
end on December 31, 1998, as to Options granted after June 1, 1992 and
prior to May 31, 1994; and shall end not later than January 15th
following the sixth fiscal year after the grant, in no event later than
January 15, 2011, as to options granted after June 1, 1994.
Subject to the provisions of Article V hereof, if the
Optionee to whom an Option was originally granted shall cease to be
employed by the Company for any reason other than death he may, within
the three months next succeeding such cessation of employment (unless
such Option shall sooner expire), exercise such Option to the extent
that he was entitled to exercise it as of the date of such cessation,
and at the expiration of such three months (unless it shall have sooner
expired) such Option shall terminate and become void to the extent that
it then remains unexercised. Leaves of absence may be granted to
Optionees who are employees of the Company because of illness or for
such other reasons as the Board of Directors may determine, without
being considered a termination or cessation of employment.
The Plan shall not confer upon any Eligible Employee or
any Optionee any right with respect to continuance of employment by the
Company, nor shall it interfere in any way with his right, or the
Company's right, to terminate his employment at any time.
In the event of the death, while in the employ of the
Company, of an Optionee to whom an option was originally granted, such
Option shall be exercisable (to the extent provided in Article V
hereof) within one year of such date of death (unless it shall sooner
expire), but only (a) by the person or persons to whom such Option
shall pass by such Optionee's will or the laws of descent and
distribution, and (b) if and to the extent that he was entitled to
exercise such Option at the date of his death. At the end of such one
year period the Option (unless it shall have sooner expired) shall
terminate and become void to the extent that it then remains
unexercised.
ARTICLE V.
Exercise of Options
Each Option granted pursuant to the Plan shall become
exercisable on and after such date as the Committee shall determine, to
the extent of 50% of the shares of Stock covered thereby at any time
after the end of a fiscal year of the Company for which the Company
earned a Return on Capital of 20% or more, if such Option was
outstanding throughout such fiscal year. Each such Option shall become
exercisable as to the remaining 50% of the shares of Stock covered
thereby at any time after the end of the second consecutive fiscal year
of the Company in each of which two consecutive fiscal years the
Company earned a Return on Capital of 20% or more, if such Option was
outstanding throughout such period of two consecutive years.
Subject to the preceding paragraph and to the provisions
of the second paragraph of Article III hereof, any Optionee shall have
the right to exercise his Option in whole at any time or in part from
time to time (provided that each exercise shall be for 1,000 shares of
Common Stock of the Company, as constituted at the date of such
exercise, or any multiple thereof) by submitting written notice thereof
to the Company or its duly authorized agent or representative, on such
form or forms as may be provided by the Company, accompanied by payment
in full, in cash, for the shares to be purchased.
ARTICLE VI.
Rights of Optionees
An Optionee 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 him
pursuant to its exercise.
No Option or any right thereunder of an Optionee to
purchase shares of Stock pursuant to the Plan may be sold, pledged,
assigned or transferred by him otherwise than by will or the laws of
descent and distribution, and such Option shall be exercisable, during
his lifetime, only by him.
ARTICLE VII.
Effectiveness, Interpretation, Amendment,
Suspension and Termination of the Plan
The effectiveness of this Plan is subject to the
condition that it shall have been approved by the Shareholders of the
Company within twelve months after its adoption. Unless such approval
by the Shareholders shall have been obtained, this Plan and any Option
granted pursuant thereto shall be null and void and without effect.
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 be final unless otherwise determined by
the Board of Directors of the Company. The Committee may prescribe
administrative rules under the Plan and may in its discretion appoint
an independent agent to act as Option Agent for Options granted
pursuant to the Plan and may empower such Option Agent to handle any or
all administrative matters with regard to Options granted by the
Committee.
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.
Unless authorized or ratified by the holders of a
majority of the shares of Common Stock of the Company present or
represented at a meeting thereof at which a quorum shall be present, no
amendment to the Plan shall become effective which shall (1) increase
the aggregate number of shares of Stock available under the Plan, (2)
permit the granting of Options to persons other than Eligible
Employees, (3) decrease the minimum option price, or (4) extend the
maximum period within which an Option may be exercisable to any date
later than December 31, 1996, as to Options granted prior to June 1,
1992, or later than December 31, 1998, as to Options granted after June
1, 1992 but prior to May 31, 1994 and shall end not later than January
15th following the sixth fiscal year after the grant, in no event later
than January 15, 2011, as to options granted after June 1, 1994.
ARTICLE VIII.
Stock Not Registered, Disclosure Requirement,
Legending of Certificates
Since all of the Eligible Employees are directors and/or
executive officers of the Company, they are "accredited investors"
within the meaning of Rule 501(a)(4) of Regulation D promulgated under
the Securities Act of 1933, as amended. Shares of Stock covered by
Options under the Plan will be sold in accordance with Rule 506 of such
Regulation D, and such sales shall therefore be deemed to be
transactions not involving any public offering within the meaning of
Section 4(2) of such Act.
The Committee, prior to the time of each sale of Stock
pursuant to the exercise of an Option granted under the Plan, shall
provide the purchaser with written disclosure that the shares of Stock
so to be purchased have not been registered under the Securities Act of
1933, as amended, and, therefore, cannot be resold unless they are
registered under such Act or unless an exemption from registration is
available.
Each certificate evidencing shares of Stock sold
pursuant to the exercise of an Option granted under the Plan shall bear
the following legend:
"The securities evidenced by this certificate have not
been registered under the Securities Act of 1933, as amended, and,
therefore, cannot be resold unless they are registered under such
Act or unless an exemption from registration is available."
CERTIFIED
R E S O L U T I O N
AUTHORIZE INCREASE FROM 500,000 TO 1,000,000 SHARES OF WINN-DIXIE
STORES, INC. COMMON STOCK FOR KEY EMPLOYEE STOCK OPTION
PLAN, AND ADDITION OF DIVISION PRESIDENTS AND MANAGERS TO ELIGIBLE
GRANTEES, SUBJECT TO APPROVAL BY SHAREHOLDERS AT 1994 ANNUAL MEETING
Board of Directors of Winn-Dixie Stores, Inc.
June 22, 1994
WHEREAS, the Board of Directors adopted, as amended and approved by the
holders of a majority of the shares of Common Stock of the Company
present or represented at the 1990 and 1992 Annual Meetings of
Shareholders, a Key Employee Stock Option Plan (the "Plan"), permitting
the granting of options to persons who, at the time such options are
granted, are members of the Executive Committee of the Company, other
than the Chairman of the Board, to purchase up to an aggregate of
500,000 shares of the Company's Common Stock at a price per share, in
the case of each option granted pursuant to the Plan, equal to the fair
market value of the Company's Common Stock on the date such option is
granted; and further
WHEREAS, the number of shares of Common Stock covered by the Plan or by
any Option outstanding thereunder are subject to the anti-dilution
provisions set forth in the definition of "Stock" in Article II of the
Plan; and
WHEREAS, the Option Committee has previously granted options for a
total of 319,000 shares under the Plan; and
WHEREAS, the Option Committee has granted, subject to Board and
Shareholder approval, additional options as of June 22, 1994, totalling
233,000 shares, including 10,000 shares to each of the twelve Division
Presidents, and recommends, (1) increasing the total number of shares
to 1 million, (2) including the Division Presidents or Division
Managers within the defined Eligible Employees under the Plan, and (3)
extending the exercise date of the option period to be not later than
January 15th following the sixth fiscal year after grant of the option,
and in no event later than January 15, 2011.
NOW THEREFORE, BE IT RESOLVED, that, subject to approval or
ratification by the holders of a majority of the shares of Common Stock
present or represented at the 1994 Annual Meeting of Shareholders, the
Board of Directors hereby increase the number of shares authorized for
grant of options to a maximum aggregate of 1,000,000 shares; provide
that the option period shall end not later than January 15th following
the sixth fiscal year after grant, in no event later than January 15,
2011, as to options granted after June 1, 1994; and revise Article II,
Paragraph 2, to provide "Eligible Employee" shall mean any person who,
at the time an option is granted, shall be a member of the Executive
Committee of the Company, other than the Chairman of the Board, or is a
Division President or Division Manager, all as set forth in the revised
Plan in the form as presented to the meeting;
AND FURTHER RESOLVED, that, pursuant to Article II of the Plan, the
Board of Directors does hereby designate and appoint Messrs. A. Dano
Davis and Robert D. Davis as the Option Committee to serve until their
successors shall be appointed by the Board of Directors of the Company;
and that the Committee be and it hereby is authorized and empowered to
grant, subject to approval or ratification of the Plan by the vote of
the holders of a majority of the shares of Common Stock of the Company
present or represented at the 1994 Annual Meeting of Shareholders of
the Company, options to Eligible Employees pursuant to the Plan;
AND FURTHER RESOLVED, that the Board of Directors authorize submission
to the holders of the Common Stock of the Company at its 1994 Annual
Meeting of Shareholders of a proposal to approve, or ratify the action
of the Board of Directors in adopting, the amendments to the Plan and
any and all actions taken by the Committee in granting options to
Eligible Employees under the Plan;
AND FURTHER RESOLVED, that the officers of the Company be, and they
hereby are, authorized and empowered to take any and all action and to
do any and all things necessary to carry out the purposes and intent of
the foregoing resolutions;
* * * * * * * * * * * * * * *
I, Wayne E. Ripley, Jr., Secretary of Winn-Dixie Stores, Inc., a
Florida Corporation, do hereby certify that the foregoing is a true,
correct and complete copy of resolution adopted by the Board of Directors
of Winn-Dixie Stores, Inc., at a regular quarterly meeting of the Board,
duly called and legally held on June 22, 1994, at Jacksonville, Florida,
that the meeting was attended by a quorum of the Board; and that the
resolution is entered upon the regular minute book of the Corporation and
is now in full force and effect.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed
the seal of the Corporation, at Jacksonville, Florida, this 22nd day of
June, 1994.
_____________________________
Wayne E. Ripley, Jr.
Secretary
(CORPORATE SEAL)
CERTIFIED
RESOLUTION
Effective July 25, 1994
RESOLVED, that Article IV of the Key Employee Stock Option Plan is
hereby amended by deleting the second sentence of the first paragraph
thereof in its entirety and by substituting in lieu thereof the
following sentence:
"Such options may be granted at any time and from time to time to such
Eligible Employees, for such number of shares as the Committee in its
sole discretion deems advisable, but in no event more than one-half
(1/2) of the shares available under the Plan from time to time to any
single "Eligible Employee", presently a limit of 250,000 but increased
to 500,000 if the increase in total number of shares available to
1,000,000 is approved by the shareholders on October 5, 1994."
* * * * * * * * * * * * * * *
I, Wayne E. Ripley, Jr., Secretary of Winn-Dixie Stores,
Inc., a Florida Corporation, do hereby certify that the foregoing is a
true, correct and complete copy of resolution adopted by Written
Consent of all of the members of the Board of Directors of Winn-Dixie
Stores, Inc., effective July 25, 1994, pursuant to Section 607.0821,
Florida Business Corporation Act; and that the resolution is entered
upon the regular minute book of the Corporation and is now in full
force and effect.
IN WITNESS WHEREOF, I have hereunto subscribed my name and
affixed the seal of the Corporation, at Jacksonville, Florida, this
25th day of July, 1994.
_____________________________
Wayne E. Ripley, Jr.
Secretary
(CORPORATE SEAL)
Exhibit 11.1
------------
WINN-DIXIE STORES, INC. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
Dollars in thousands except per share data
For the 28 Weeks Ended Jan. 11, 1995 Jan. 12, 1994
---------------- ----------------
Average number of shares
outstanding 74,227,207 74,885,419
================ ================
Net earnings $ 107,517 99,732
================ ================
Earnings per share $ 1.45 1.33
================ ================
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<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> JUN-28-1995
<PERIOD-END> JAN-11-1995
<CASH> 26,899
<SECURITIES> 0
<RECEIVABLES> 136,074
<ALLOWANCES> 0
<INVENTORY> 1,156,184
<CURRENT-ASSETS> 1,398,371
<PP&E> 778,492
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,260,387
<CURRENT-LIABILITIES> 914,883
<BONDS> 0
<COMMON> 74,582
0
0
<OTHER-SE> 1,048,891
<TOTAL-LIABILITY-AND-EQUITY> 2,260,387
<SALES> 3,537,824
<TOTAL-REVENUES> 3,537,824
<CGS> 2,727,912
<TOTAL-COSTS> 2,727,912
<OTHER-EXPENSES> 732,072
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (4,823)
<INCOME-PRETAX> 105,425
<INCOME-TAX> 37,953
<INCOME-CONTINUING> 0
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<EXTRAORDINARY> 0
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<NET-INCOME> 67,472
<EPS-PRIMARY> .91
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