As filed with the Securities and Exchange Commission on October 11, 1996
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
WINN-DIXIE STORES, INC.
(Exact name of registrant as specified in its charter)
Florida 59-0514290
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5050 Edgewood Court, Jacksonville, Florida 32254-3699
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(904) 783-5000
REVISED WINN-DIXIE STOCK PURCHASE PLAN FOR EMPLOYEES
(Full title of the plan)
E. Ellis Zahra, Jr.
Vice President and General Counsel
Winn-Dixie Stores, Inc.
Box B, General Mail Center
Jacksonville, Florida 32203-0297
(904) 783-5000
(Name, address and telephone number of agent for service)
Copies to:
John R. Byers
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
50 N. Laura Street
Suite 2800
Jacksonville, Florida 32202
____________________
CALCULATION OF REGISTRATION FEE
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Title of Amount to Proposed Proposed Amount of
Securities be Maximum Maximum Registration
to be Registered Registered1 Offering Aggregate Fee
Price Per Offering
Share2 Price2
- ------------------------------------------------------------------------------
Common 2,000,000 $34.00 $68,000,000 $20,606
Stock,$1.00 shares
par value
- ------------------------------------------------------------------------------
1 Plus such indeterminate number of additional shares as may
become available for sale pursuant to the anti-dilution
provisions of such Plan. In addition, pursuant to Rule
416(c) under the Securities Act of 1933, this Registration
Statement also covers an indeterminate amount of interests
in the employee benefit plan described herein.
2 Pursuant to Rule 457(h), the offering price has been
calculated on the basis of the exercise price of the options
awarded under the plan described herein.
Pursuant to Rule 429, the prospectus which is a part of this
Registration Statement is a combined prospectus in compliance
with the undertakings contained in Registration Statement No. 33-63183.
Pursuant to Rule 429(b), 392,626 shares are being carried
forward from Registration Statement No. 33-63183 and in
connection therewith a filing fee of $6,904.72 was previously
paid for such 392,626 shares.
The exhibit index is located on page 8 pursuant to the
sequential numbering system.
<PAGE> <PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the
Section 10(a) prospectus is omitted from the Registration
Statement in accordance with Rule 428 under the Securities Act of
1933, as amended (the "Securities Act of 1933") and the Note to
Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference in this
Registration Statement the following documents heretofore filed
with the Commission pursuant to the Securities Exchange Act of
1934, as amended (the "Securities Exchange Act of 1934")
(Commission File Number 1-3657).
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended June 26, 1996, which sets forth the
Registrant's audited consolidated financial statements
and schedules for such fiscal year.
(b) Description of the Registrant's Common Stock as set
forth in the Registration Statement on Form 10 dated
January 18, 1952, as amended by that Form 8 filed on
August 15, 1991.
All documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment
that indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Prospectus and to be a
part thereof from the date of filing of such documents.
Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for
purposes hereof to the extent that a statement contained herein
(or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein) modifies or
supersedes such statement. Any statement so modified or
superseded shall not be deemed to constitute a part hereof except
as so modified or superseded.
Item 4. Description of Securities.
Not Applicable
<PAGE>
Item 5. Interests of Named Experts and Counsel.
Not Applicable
Item 6. Indemnification of Directors and Officers.
Under the provisions of Section 607.0850, Florida Statutes,
the Registrant is empowered generally to indemnify any officer or
director against liability incurred in connection with any
proceeding if such officer or director acted in good faith and in
a manner such officer or director reasonably believed to be in,
or not opposed to, the best interests of the corporation and,
with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
Article XIII of the Registrant's By-Laws provides for
indemnification of directors, officers, employees and agents of
the Registrant to the fullest extent permitted by law, subject to
authorization in each specific case by majority vote of a quorum
of the Registrant's disinterested directors or shareholders, or
of a disinterested committee appointed by the Registrant's
directors, or by independent legal counsel, upon a determination
that the applicable standard of conduct prescribed by the Florida
Statutes was met. Such indemnification may also be ordered by a
court of competent jurisdiction upon application of the director,
officer, employee or agent seeking such indemnification.
Insofar as indemnification by the Registrant for liabilities
arising under the Securities Act of 1933, may be permitted by the
foregoing, or otherwise, the Registrant understands that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in such Act
and is, therefore, unenforceable.
The Registrant maintains officers' and directors' indemnity
insurance up to $25 million limits covering claims made against
an officer or director for reason of actual or asserted wrongful
act (meaning any breach of duty, neglect, error, misstatement,
misleading statement, omission or other act done or wrongfully
attempted) and $5 million deductible on amounts reimbursable to
the Registrant.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits.
Exhibits required to be filed with the Registration
Statement are listed in the following Exhibit Index. Certain of
such exhibits that have heretofore been filed with the Commission
and that are designated by reference to their exhibit number in
<PAGE>
prior filings are hereby incorporated herein by reference and
made a part hereof.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement.
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change in such information
in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the Registration Statement is on Form S-3, Form
S-8 or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
<PAGE>
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) The undersigned Registrant hereby undertakes to
deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, a copy of the
latest annual report to shareholders that is incorporated in the
prospectus and furnished pursuant to and meeting the requirements
of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report
that is specifically incorporated by reference in the prospectus
to provide such interim financial information.
(d) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
any provision or arrangement for such indemnification, or
otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
PAGE
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Jacksonville, State of Florida, on the 11th day of
October, 1996.
WINN-DIXIE STORES, INC.
(Registrant)
By: /s/ A. Dano Davis
A. Dano Davis
Chairman of the Board
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
(Signature) (Title) (Date)
/s/A. Dano Davis Chairman of the Board October 11, 1996
A. Dano Davis (Principal Executive
Officer) and Director
/s/Richard P. McCook Financial Vice President October 11, 1996
Richard P. McCook (Principal financial
officer)
/s/David H. Bragin Treasurer (Principal October 11, 1996
David H. Bragin accounting officer)
/s/Robert D. Davis Director October 11, 1996
Robert D. Davis
/s/T. Wayne Davis, Jr. Director October 11, 1996
T. Wayne Davis, Jr.
<PAGE>
<PAGE>
(Signature) (Title) (Date)
/s/Armando M. Codina Director October 11, 1996
Armando M. Codina
/s/Carleton T. Rider Director October 11, 1996
Carleton T. Rider
/s/James Kufeldt President and October 11, 1996
James Kufeldt Director
/s/Radford D. Lovett Director October 11, 1996
Radford D. Lovett
/s/Charles H. McKellar Executive Vice October 11, 1996
Charles H. McKellar President and
Director
/s/David F. Miller Director October 11, 1996
David F. Miller
/s/Charles P. Stephens Director October 11, 1996
Charles P. Stephens
Julia B. North Director October __, 1996
<PAGE> <PAGE>
EXHIBIT INDEX
Sequentially
Exhibit No. Numbered Pages
4.1(a) Restated Articles of Incorporation
as filed with the Secretary of State
of Florida (incorporated by reference
to Exhibit 3.1 to Form 10-K for the
year ended June 30, 1993).
4.1(b) Amendment to Restated Articles of
Incorporation (incorporated by reference
to Exhibit 3.1.1 to Form 10-K for the
year ended June 30, 1993).
4.1(c) Amendment to Restated Articles of
Incorporation (incorporated by reference
to Exhibit 3.1.2 to Form 10-Q for the
quarter ended January 11, 1995).
4.2 Restated By-laws (incorporated by
reference to Exhibit 3.2 to Form 10-K for
the year ended June 28, 1995).
4.3 Revised Winn-Dixie Stock Purchase Plan for 9-18
Employees, as amended to date.
5.1 Opinion of Counsel. 19-22
21.1 Subsidiaries of the Company whose employees 23
are entitled to participate in the Revised
Winn-Dixie Stock Purchase Plan for Employees.
23.1 Consent of KPMG Peat Marwick LLP. 24-25
23.2 Consent of Counsel (included in Exhibit 5).
<PAGE>
<PAGE>
Exhibit 4.3
WINN-DIXIE STORES, INC.
REVISED STOCK PURCHASE PLAN FOR EMPLOYEES
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 36,173,236 shares of the Company's Common Stock, having
a par value of $1.00 per share, as constituted on November 30, 1995
(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
36,173,236 shares shall consist of the 36,173,236 shares of the
Company's Common Stock heretofore authorized to be so issued and
sold, including shares which were authorized to be issued and sold
upon the exercise of options granted pursuant to the Company'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 maximum number of shares of stock that may be
issued and sold under the Plan, and the remaining number of shares
of Stock that may thereafter be sold pursuant to the Plan or 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
<PAGE>
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:
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<PAGE>
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:
<PAGE>
(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.
<PAGE>
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> <PAGE>
Exhibit 5.1
OPINION OF COUNSEL
<PAGE>
LeBOEUF, LAMB, GREENE & MACRAE, L.L.P.
50 N. Laura Street
Suite 2800
Jacksonville, FL 32202
October 11, 1996
Winn-Dixie Stores, Inc.
5050 Edgewood Court
Jacksonville, FL 32254
Re: Revised Winn-Dixie Stock Purchase Plan for
Employees - Registration Statement on Form S-8
Ladies and Gentlemen:
We are special counsel to Winn-Dixie Stores, Inc., a Florida
corporation (the "Company"), in connection with the Registration
Statement on Form S-8 (the "Registration Statement") being filed by
the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), with
respect to the offer and sale of 2,000,000 shares of the Company's
common stock, par value $1.00 per share (the "Common Shares"),
pursuant to the Revised Winn-Dixie Stock Purchase Plan for
Employees (the "Plan").
In rendering this opinion, we have examined: (a) the
Registration Statement; (b) the Company's prospectus, dated October
11, 1996; (c) a copy of the Company's articles of incorporation and
all amendments thereto; (d) a copy of the Company's by-laws; and
(e) a record of the proceedings of the Company relating to the
authorization of the issuance and delivery of the Common Shares.
We have also examined originals, or copies of originals certified
to our satisfaction, of such agreements, documents, certificates
and other statements of governmental officials and other
instruments, and examined such questions of law and have satisfied
ourselves as to such matters of fact, as we have considered
relevant and necessary as a basis for this opinion. We have
assumed, without inquiry, the authenticity of all documents
submitted to us as originals, the genuiness of all signatures, the
legal capacity of all natural persons and the conformity with
authentic original documents of any copies thereof submitted to us
for our examination.
<PAGE>
Winn-Dixie Stores, Inc.
October 11, 1996
Page 2
Based on the foregoing, and subject to the qualifications
stated herein, we are of the opinion that:
1. The Company has been incorporated under the laws of
Florida and the Company's status is active. In rendering this
opinion we have relied solely upon the Florida Department of
State's certificate of status for the Company dated
October 10, 1996 and Section 607.0203 of the Florida Business
Corporation Act, which states that the Florida Department of
State's filing of the Company's articles of incorporation satisfies
all conditions precedent to incorporation.
2. The Common Shares will be legally issued, fully paid and
nonassessable when: (i) the Registration Statement shall have
become effective under the Securities Act; (ii) the Common Shares
shall have been issued and sold in the manner contemplated by the
Plan; and (iii) certificates representing the Common Shares shall
have been executed, countersigned and registered and delivered to
the purchasers thereof against payment of the agreed consideration
therefor.
We express no opinion as to the application of the securities
or "Blue Sky" laws of the various states to the sale of the Common
Shares.
The opinions rendered herein are limited to the law of the
State of Florida and the Federal law of the United States.
This opinion is being delivered in connection with the
Registration Statement and, accordingly, may not be used for any
other purpose without our prior written consent. We assume no
obligation to update or supplement this opinion to reflect any
facts or circumstances that may hereafter come to our attention
with respect to the opinions expressed above, including any changes
in applicable law that may hereafter occur.
We hereby consent to the use of our name in the Registration
Statement as counsel who will pass upon the legality of the Common
Shares for the Company and as having prepared this opinion, and to
the use of this opinion as an exhibit to the Registration
Statement. We also consent to the use of our name as special
counsel for the Company and to any references to this firm in the
prospectus that constitutes part of the Registration Statement.
<PAGE>
Winn-Dixie Stores, Inc.
October 11, 1996
Page 3
In giving this consent, we do not hereby admit that we come
within the category of persons whose consent is required under
Section 7 of the Securities Act or the rules or regulations
of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
LeBOEUF, LAMB, GREENE &
MACRAE, L.L.P.
<PAGE>
Exhibit 21.1
Subsidiary State of Incorporation
- ------------------------------------------------------------
Astor Products, Inc. Florida
Deep South Products, Inc. Florida
Dixie Packers, Inc. Florida
Fairway Food Stores Co., Inc. Florida
Monterey Canning Co. California
W-D (Bahamas) Limited Bahama Islands
Bahamas Super Markets Limited Bahama Islands
The City Meat Markets Limited Bahama Islands
Winn-Dixie Atlanta, Inc. Florida
Winn-Dixie Charlotte, Inc. Florida
Winn-Dixie Louisiana, Inc. Florida
Winn-Dixie Midwest, Inc. Florida
Winn-Dixie Montgomery, Inc. Kentucky
Winn-Dixie Raleigh, Inc. Florida
Winn-Dixie Texas, Inc. Texas
<PAGE>
Exhibit 23.1
AUDITORS' CONSENT
The Shareholders and the Board of Directors
Winn-Dixie Stores, Inc.:
We consent to the incorporation by reference in this
Registration Statement on Form S-8 of Winn-Dixie Stores, Inc., and
in the Prospectus which is a part hereof, of our reports dated July
29, 1996, relating to the consolidated balance sheets of Winn-Dixie
Stores, Inc., and subsidiaries as of June 26, 1996, and June 28,
1995, and the related consolidated statements of earnings,
shareholders' equity and cash flows and related financial statement
schedules for each of the years in the three-year period ended June
26, 1996, which reports appear in the June 26, 1996, annual report
on Form 10-K of Winn-Dixie Stores, Inc.
/s/ KPMG Peat Marwick, L.L.P.
KPMG PEAT MARWICK, L.L.P.
Certified Public Accountants
Jacksonville, Florida
October 11, 1996
<PAGE>
