SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. -----------)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of
the Commission Only (as
Permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Winn-Dixie Stores, Inc.
----------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
- -----------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- -----------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
- -----------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- -----------------------------------------------------------------------------
(5) Total fee paid:
- -----------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the date
of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------
<PAGE>
WINN-DIXIE STORES, INC.
5050 EDGEWOOD COURT -- JACKSONVILLE, FLORIDA 32254-3699
Notice of Annual Meeting of Shareholders
To be held October 1, 1997
To all Shareholders of Winn-Dixie Stores, Inc.:
Notice is Hereby Given that the Annual Meeting of Shareholders of
Winn-Dixie Stores, Inc. (the "Company") will be held in the headquarters
office of the Company, 5050 Edgewood Court, Jacksonville, Florida at
9:00 a.m., on Wednesday, October 1, 1997, for the following purposes:
1. To elect four Class II Directors for terms expiring in 2000.
2. To take action with respect to the approval of the proposal
to amend the Restated Articles of Incorporation of the
Company to increase the number of authorized shares of
Common Stock from 200,000,000 shares to 400,000,000 shares.
3. To take action with respect to the ratification of the
appointment by the Board of Directors of the Company of KPMG
Peat Marwick LLP as auditors of the Company for the fiscal
year commencing June 26, 1997.
4. To transact such other business as may properly come before
the meeting or any adjournment or adjournments thereof.
Notice is Further Given that the Board of Directors has fixed July
31, 1997, as the record date, and only holders of the Company's Common
Stock of record at the close of business on that date will be entitled
to notice of, and to vote at, the Annual Meeting or any adjournments
thereof.
By Order of the Board of Directors
Judith W. Dixon
Secretary
Jacksonville, Florida
August 28, 1997
EACH SHAREHOLDER IS URGED TO EXECUTE AND RETURN THE ENCLOSED PROXY
PROMPTLY. IN THE EVENT A SHAREHOLDER DECIDES TO ATTEND THE MEETING,
HE OR SHE MAY, IF SO DESIRED, REVOKE THE PROXY AND VOTE HIS OR HER
SHARES IN PERSON.
<PAGE>
WINN-DIXIE STORES, INC.
5050 Edgewood Court -- Jacksonville, Florida 32254-3699
PROXY STATEMENT AND CONSOLIDATED FINANCIAL STATEMENTS
for
Annual Meeting of Shareholders
To be held October 1, 1997
GENERAL INFORMATION
The Board of Directors of Winn-Dixie Stores, Inc. (the "Company")
solicits your proxy for use at the 1997 Annual Meeting of Shareholders
to be held on October 1, 1997, at the Company's headquarters offices at
the address above, commencing at 9:00 a.m., and any adjournments
thereof. A form of proxy is enclosed herewith. Any shareholder who
executes and delivers the proxy may revoke it at any time prior to its
use.
The cost of soliciting the proxies will be borne by the Company.
Directors, officers and employees of the Company may solicit proxies by
telephone, telegram or personal interview. In addition, the Company
will, upon the request of brokers, dealers, banks and voting trustees,
and their nominees, who are holders of record of shares of the Company's
stock on the record date referred to below, pay their reasonable
expenses for completing the mailing of copies of the Annual Report, this
Notice of Meeting and Proxy Statement and the enclosed form of proxy to
the beneficial owners of such shares of stock.
The Annual Report of the Company to its shareholders for the 1996-97
fiscal year is being mailed with this Proxy Statement to shareholders
entitled to vote at the Annual Meeting. The approximate date on which
this Proxy Statement and form of proxy are first being sent or given to
shareholders is August 28, 1997.
Securities and Exchange Commission ("SEC") rules require that an
annual report precede or be included with the Company's proxy materials.
Shareholders with multiple accounts may be receiving more than one
annual report, which is costly to the Company and may be inconvenient to
these shareholders. Shareholders who have not yet authorized the
Company to discontinue mailing extra reports may now do so by marking
the appropriate box in the proxy card for selected accounts. Such an
election will take effect at the end of the Company's 1997-98 fiscal
year. At least one account must continue to receive an annual report.
Eliminating these duplicate mailings will not affect receipt of future
proxy statements and proxy cards nor the mailing of dividend checks,
dividend reinvestment statements, or special notices. To resume the
mailing of an annual report to an account, please make a written request
to: First Chicago Trust Company of New York, P. O. Box 2500, Jersey
City, New Jersey 07303-2500.
VOTING PROCEDURES
All properly executed proxies delivered pursuant to this
solicitation and not revoked will be voted at the Annual Meeting in
accordance with the directions given. Regarding the election of
Directors to serve until the 2000 Annual Meeting of Shareholders, in
voting by proxy, shareholders may vote in favor of all nominees or
withhold their votes as to all nominees or withhold their votes as to
specific nominees. With respect to the other proposals to be voted
upon, shareholders may vote in favor of a proposal, against a proposal
or may abstain from voting. Shareholders should specify their choices
on the enclosed form of proxy. If no specific instructions are given
with respect to the matters to be acted upon, the shares represented by
a signed proxy will be voted FOR the election of all nominees, FOR the
proposal to amend the Company's Restated Articles of Incorporation to
increase the number of authorized shares of Common Stock, and FOR the
proposal to ratify the appointment of KPMG Peat Marwick LLP as
independent auditors. Directors will be elected by a plurality of the
votes cast by the shareholders voting in person or by proxy at the
Annual Meeting. Approval of the proposal to amend the
<PAGE>
Company's Restated Articles of Incorporation to increase the number of
authorized shares of Common Stock and ratification of the appointment of
KPMG Peat Marwick LLP as independent auditors will require the affirmative
vote of the holders of a majority of the shares of Common Stock voting on
the proposal in person or by proxy at the Annual Meeting. Abstentions are
not included in determining whether the requisite number of affirmative
votes are received for election of Directors, amendment of the Company's
Restated Articles of Incorporation to increase the number of authorized
shares of Common Stock or ratification of the appointment of independent
auditors. Broker non-votes will not be included in vote totals and will
have no effect on the outcome of any vote. A broker non-vote generally
occurs when a broker who holds shares in street-name for a customer does
not have authority to vote on certain non-routine matters because its
customer has not provided any voting instructions on the matter.
If a shareholder is a participant in the Dividend Reinvestment Plan
of Winn-Dixie Stores, Inc., the proxy card serves as voting instruction
for the number of full shares in the dividend reinvestment plan account,
as well as other shares registered in the participant's name. If a
shareholder is a participant in the Winn-Dixie Stores, Inc. Profit
Sharing/401(k) Plan (the "401(k) Plan"), the proxy card will also serve
as voting instruction for the trustee of the 401(k) Plan where all
accounts are registered in the same name. If voting instructions are
not received for shares in the 401(k) Plan, those shares will be voted
in the same proportion as the shares in such plan for which voting
instructions are received.
Only owners of record of shares of Common Stock of the Company at
the close of business on July 31, 1997, are entitled to vote at the
meeting or adjournments or postponements thereof. Each owner of record
on the record date is entitled to one vote for each share of Common
Stock of the Company so held. On July 31, 1997, there were 148,992,032
shares of Common Stock of the Company issued and outstanding.
PROPOSAL 1 ELECTION OF DIRECTORS
The Board is divided into three classes of Directors. Each class of
Directors is elected to serve for a term of three years, so that the
terms of office of approximately one-third of the Directors will expire
each year. At the Annual Meeting of Shareholders, four Directors are to
be elected in Class II to hold office until the 2000 Annual Meeting of
Shareholders or until their successors are elected and qualified. The
persons designated as nominees for election as Directors in Class II are
Robert D. Davis, James Kufeldt, Charles H. McKellar and David F. Miller.
Each of such nominees is currently a Director of the Company.
Should any one or more of these nominees become unable to serve for
any reason, or for good cause will not serve, which is not anticipated,
the Board of Directors may, unless the Board by resolution provides for
a lesser number of Directors, designate substitute nominees, in which
event the persons named in the enclosed proxy will vote proxies that
would otherwise be voted for all named nominees for the election of such
substitute nominee or nominees.
Certain information with respect to each of the nominees and
Directors relating to principal occupations and directorships, and the
approximate number of shares of the Company's Common Stock beneficially
owned by them, directly or indirectly, has been furnished to the Company
by such nominees and Directors.
The Board of Directors recommends a vote FOR all four nominees.
<PAGE>
BOARD OF DIRECTORS OF WINN-DIXIE STORES, INC.
Has Been
Age a Director
Name, Principal Occupation for the Past as of Continuously
Five Years, Directorships June 25, 1997 Since
- --------------------------------------- ------------- ------------
CLASS II DIRECTOR NOMINEES
FOR TERMS EXPIRING IN 2000
Robert D. Davis - For more than the last
five years, Chairman of the Board of D.D.I.,
Inc.; with Company 1955-1990; also a
Director of American Heritage Life
Investment Corporation. . . . . . . . . . . 65 1972
James Kufeldt - For more than the last five
years, President of the Company; with the
Company since 1961; also a Director of Barnett
Bank, N.A. . . . . . . . . . . . . . . . . . 58 1988
Charles H. McKellar - For more than the last
five years, Executive Vice President of the
Company; with the Company since 1957. . . . 59 1988
David F. Miller - May 1997 to date, private
investor; also a Director of Suiza Foods Corp.;
March 1996 to May 1997, President and Chief
Operating Officer of What-A-World, Inc.; March
1990 to March 1997, Chairman of the Board of
PureIce of the South, Inc.; prior to that time
was Vice Chairman of the Board of J.C. Penney
Company, Inc. and President and Chief Operating
Officer of J.C. Penney Stores and Catalog. . 68 1987
INCUMBENT CLASS III DIRECTORS
WHOSE TERMS EXPIRE IN 1999
Armando M. Codina - For more than the last five
years, Chairman of the Board and President of
Codina Group, Inc.; also a Director of American
Bankers Insurance Group, Inc., BellSouth
Corporation, AMR, Inc., and FPL Group, Inc. . . 50 1987
Radford D. Lovett - For more than the last five
years, Chairman of the Board of Commodores
Point Terminal Corporation; also a Director of
First Union Corporation, American Heritage Life
Investment Corporation, Florida Rock Industries,
Inc., and FRP Properties, Inc. . . . . . . . . 63 1983
Julia B. North - April 1996 to date, President
of Consumer Services, a business unit of BellSouth
Telecommunications, Inc.; for more than five years
prior thereto, Vice President of BellSouth
Telecommunications, Inc.; also a Director of
ChoicePoint, Inc. . . . . . . . . . . . . . . 49 1994
<PAGE>
INCUMBENT CLASS I DIRECTORS WHOSE
TERMS EXPIRE IN 1998
A. Dano Davis - For more than the last five
years, Chairman of the Board and Principal
Executive Officer of the Company; with the
Company since 1968; also a Director of First
Union Corporation and American Heritage Life
Investment Corporation. . . . . . . . . . . 52 1981
T. Wayne Davis - For more than the last five
years, a private investor; with the Company
1971-1987; Chairman of the Board of General
Parcel Service, Inc.; also a Director of Enstar
Group, Inc., and AccuStaff, Incorporated. . 50 1981
Carleton T. Rider - August 1993 to date,
Continuous Improvement Officer, Mayo Foundation;
1985 to July 1993 Administrator, Mayo Clinic
Jacksonville; also a Director of St. Luke's
Hospital, Jacksonville, Florida. . . . . . . 52 1992
Charles P. Stephens - For more than the last
five years, Vice President, Director and a
principal stockholder of Norman W. Paschall Co.,
Inc. (brokers, importers, exporters and processors
of textile fibers and by-products). . . . . . 59 1982
The Company was founded by Messrs. A.D., James E., M. Austin and
Tine W. Davis (the "Founding Brothers"), all of whom are deceased. Mr.
A. Dano Davis, the Company's Chairman and Principal Executive Officer,
is the son of Mr. James E. Davis. Mr. Robert D. Davis is the son of Mr.
A. D. Davis. Mr. T. Wayne Davis is the son of Mr. Tine W. Davis. Mr.
Charles P. Stephens is the son-in-law of Mr. M. Austin Davis.
PRINCIPAL SHAREHOLDERS
The following table sets forth the beneficial ownership of the
Company's Common Stock by each person who, as of June 25, 1997, is known
to the Company to be the beneficial owner of 5% or more of the Common
Stock.
Name and Amount and
Address Nature of Percent
of Beneficial Beneficial of
Title of Class Owner Ownership Class
- -------------- -------------- ---------- --------
Common Stock Davis Family (1) 59,080,153 39.68
c/o D.D.I., Inc.
4310 Pablo Oaks Court
Jacksonville, FL 32224
- -------------------
(1) Certain relatives of the Founding Brothers, trusts, estates,
corporations and other entities involving them and their
associates (collectively, the "Davis Family") own beneficially for
the Davis Family, directly or indirectly, the shares listed in
this table. These shares include those listed for Messrs. A. Dano,
Robert D. and T. Wayne Davis and Charles P. Stephens in the
following table setting forth the beneficial ownership by
directors, nominees and executive officers. The figures exclude
58,139 shares, those in excess of the pro rata beneficial interest
of the Davis Family in 100,000 shares held by American Heritage
Life Investment Corporation.
<PAGE>
SECURITIES OWNERSHIP OF MANAGEMENT
The following table sets forth the beneficial ownership of the
Company's Common Stock by each of the directors and nominees, each of
the executive officers named in the Summary Compensation Table and all
of the Company's directors and executive officers as a group as of June
25, 1997.
Amount and Nature of
Beneficial Ownership (1)
------------------------
Direct or Indirect
with Sole Indirect with
Voting and Shared Voting
Investment and Investment Percent
Name of Beneficial Owner Power Power Total of Class
- ------------------------ ---------- -------------- ----- --------
Armando M. Codina. . . . 14,079 14,079 *
A. Dano Davis. . . . . . 988,860 5,972,108 6,960,968 4.68
Robert D. Davis. . . . . 357,068 2,694,309 3,051,377 2.05
T. Wayne Davis . . . . . 380,996 2,146,841 2,527,837 1.70
Richard J. Ehster. . . . 59,796 59,796 *
James Kufeldt. . . . . . 386,284 14,740 401,024 .27
Radford D. Lovett. . . . 16,410 16,410 *
Charles H. McKellar. . . 208,532 208,532 .14
David F. Miller. . . . . 800 800 *
Julia B. North . . . . . 3,474 3,474 *
Carleton T. Rider. . . . 900 900 *
Charles P. Stephens. . . 22,358 2,770,909 2,793,267 1.88
Charles E. Winge . . . . 126,807 126,807 *
Directors and Executive
Officers as a Group
(30 persons). . . . . 3,467,413 13,598,907 17,066,320 11.46
- ----------------------
* Less than .1% of issued and outstanding shares of Common Stock of
the Company.
(1) Includes shares held by the wives and children of certain of the
persons named, as to which such persons disclaim beneficial
ownership. The numbers of such shares so disclaimed are as
follows: Robert D. Davis, 638,065; T. Wayne Davis, 354,904; James
Kufeldt, 14,740; Radford D. Lovett, 148; Charles H. McKellar,
10,538; Carleton T. Rider, 900; Charles P. Stephens, 2,770,899;
and Charles E. Winge, 17,543. The holdings set forth above exclude
33,396,414 shares of Common Stock of the Company, included in the
Davis Family holdings shown on page 4 hereof, held by various
entities as to which one or more of A. Dano Davis, A. Dano Davis'
wife, Robert D. Davis, T. Wayne Davis, Charles P. Stephens and
Charles P. Stephens' wife have direct or indirect voting and/or
investment powers, but no pecuniary interests, and as to which
they disclaim beneficial ownership. Finally, the holdings set
forth above exclude 7,819,354 shares held indirectly by the Estate
of A. D. Davis whose personal representative, Robert D. Davis, has
indirect shared voting and dispositive powers with respect to such
shares.
The holdings set forth above include restricted shares awarded as
Long-Term Incentive Awards pursuant to the Company's Officer
Compensation Program. Certain shares included are subject to
forfeiture if certain performance goals are not met within the three
fiscal-year period expiring June 25, 1997, as follows: Mr. Kufeldt,
8,156 shares; Mr. McKellar, 5,942 shares; Mr. Ehster, 1,332 shares,
and Mr. Winge, 2,592 shares. Such shares are included because the
determination of whether such performance goals have been met is not
made until the audited financials for the Company for the 1996-97
fiscal year have been completed, which occurs in early fiscal year
1997-98. Certain other shares are subject to forfeiture if certain
performance goals are not met within the three fiscal-year period
expiring June 24, 1998, as follows: Mr. Kufeldt, 6,762 shares; Mr.
McKellar, 4,926 shares; Mr. Ehster, 1,088 shares; and Mr. Winge,
2,150 shares. Certain other shares are subject to forfeiture if
certain performance goals are not met within the three fiscal-year
period expiring June 30, 1999, as follows: Mr. Kufeldt, 5,552
shares; Mr. McKellar, 4,045 shares; Mr. Ehster, 924 shares; and Mr.
Winge, 1,799 shares. The holdings for the 22 officers within the
Directors and Executive Officers group total 94,259 restricted
shares.
The holdings set forth above include equivalent shares credited to
the Stock Equivalent Accounts of Directors under the Directors'
Deferred Fee Plan (see "Directors' Fees"): Mr. Codina, 11,079
equivalent shares; Mr. R. D. Davis, 6,200 equivalent shares; Mr.
T. W. Davis, 633 equivalent shares; Mr. Lovett, 9,598 equivalent
shares; and Ms. North, 3,074 equivalent shares. These holdings
are payable only in cash upon retirement.
The holdings set forth above also include the equivalent of 7,302
shares credited to Mr. Kufeldt's account and 20,431 shares to Mr.
Winge's account, allocated by them to the Company stock fund within
the Profit Sharing Plan, and a total of 70,699 shares for all
executive officers as a group in such fund.
These holdings further include shares under options granted on June
15, 1992, which are now exercisable, of 50,000 shares for Mr.
Kufeldt, 40,000 shares for Mr. McKellar, and 24,000 shares for Mr.
Winge. These holdings also include shares under additional options
granted on June 22, 1994, which are now exercisable, of 50,000 shares
for Mr. Kufeldt, 40,000 shares for Mr. McKellar, and 24,000 shares
for Mr. Winge. These holdings also include shares under additional
options granted on June 19, 1996, of 25,000 shares for Mr. Kufeldt,
20,000 shares for Mr. McKellar, 10,000 shares for Mr. Ehster and
12,000 shares for Mr. Winge. These share options are more fully
described in the table on options on page 8.
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), requires the Company's executive officers and
directors, and persons who own more than ten percent of a registered
class of the Company's equity securities, to file reports of ownership
and changes in ownership with the SEC and the New York Stock Exchange.
Officers, directors and greater than ten percent shareholders are
required by SEC regulation to furnish the Company with copies of all
Section 16(a) forms they file. Based solely on its review of the copies
of such forms received by it and written representations from certain
reporting persons that no Forms 5 were required for them, the Company
believes that during the Company's most recently completed fiscal year
ended on June 25, 1997, all filing requirements applicable to its
officers, directors, and greater than ten percent beneficial owners were
met.
MEETINGS OF THE BOARD AND COMMITTEES
During the most recently completed fiscal year, the Board of
Directors held three regular meetings and took action by unanimous
written consent in lieu of a meeting four times. All current Directors
attended at least 75% of the meetings of the Board and of the
committees on which they served, with the exception of Ms. Julia B.
North who did not attend two of the meetings of the Board and Mr.
Carleton T. Rider who did not attend one meeting of each of the Audit
and Compensation Committee.
The Board of Directors has Audit, Nominating and Compensation
Committees. The Audit Committee is composed of Mr. David F. Miller,
Chairman, and Messrs. Armando M. Codina, Radford D. Lovett, Carleton T.
Rider and Charles P. Stephens, and Ms. Julia B. North. The Audit
Committee, whose members are not officers, employees, or retired
employees of the Company, held two meetings during the fiscal year. The
Audit Committee reviews the scope and results of the audit, approves
types of non-audit services provided to the Company and recommends
selection of the Company's independent auditors. It also reviews the
scope of internal audits, systems of internal controls and accounting
policies and procedures.
The Nominating Committee is composed of Mr. T. Wayne Davis,
Chairman, and Messrs. A. Dano Davis, Robert D. Davis, Radford D. Lovett
and Charles P. Stephens. The Nominating Committee recommends qualified
candidates to fill vacancies on the Board of Directors. The Nominating
Committee did not meet during fiscal year 1996-97. The Nominating
Committee will consider nominees recommended by shareholders, who may
submit names and biographical data and qualifications in writing to the
Secretary of the Company.
The Compensation Committee, composed of Mr. Radford D. Lovett,
Chairman, and Messrs. Armando M. Codina and Carleton T. Rider and Ms.
Julia B. North, establishes and reviews the salary and benefits
structure of the Company applicable to officers and key employees, as
well as the Key Employee Stock Option Plan, including base salary, cash
bonus, restricted stock, long-term stock option and performance unit
awards. The Compensation Committee, whose members are not officers,
employees or retired employees of the Company, met two times during the
most recently completed fiscal year. The Compensation Committee
reviewed performance under the Company's Officer Compensation Program
and Key Employee Stock Options Plan for stock and compensation to be
awarded for fiscal year 1996-97 and set the performance goals and
compensation under the plans for fiscal year 1997-98. The activities of
the Compensation Committee are described further in the Report on
Executive Compensation beginning on page 9.
DIRECTORS' FEES
Directors are paid a retainer fee of $12,000 per annum plus
$3,000 for attendance at each regular meeting of the Board of Directors.
Directors also are paid $1,000 for each action by written consent in
lieu of a meeting. Members of the Audit, Nominating, and Compensation
Committees are paid $3,000 for each committee meeting attended. Travel
expenses of Directors incurred in traveling to Committee and Board of
Directors' meetings are also reimbursed by the Company. Members of the
Board of Directors who are also employees are not paid Director's fees
or fees for attending Committee meetings.
<PAGE>
A Director may elect to defer payment of all or any part of the
above fees until termination as a Director under a Deferred Fee Plan for
Directors effective June 30, 1988, with fees credited to an Income
Account at a prime rate of interest or to a Stock Equivalent Account
based on the closing market price of the Company's Common Stock on the
date fees are earned. The deferred fees are payable only in cash in a
single payment or annual installments upon retirement. Messrs. Codina,
Robert D. Davis, T. Wayne Davis and Lovett and Ms. North elected to
participate in the Deferred Fee Plan during all or part of the 1996-97 fiscal
year.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth information concerning the
compensation of the Principal Executive Officer and the four other most
highly compensated executive officers who served in such capacities as
of June 25, 1997, which was the end of the last completed fiscal year.
<TABLE>
Annual Compensation Long-term Compensation(1)
------------------------- --------------------------------
Awards
-------------------
Fiscal Year Other Restricted Long-Term All Other
Name and Ended Last Annual Stock Incentive Compensa-
Principal Wednesday Salary(2) Bonus Compensa- Award(3) Plan Pay- tion(4)
Position in June ($) ($) tion($) ($) Options(#) outs ($) ($)
- -------- ---------- --------- ----- --------- ---------- ---------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
A. Dano Davis 1997 384,494 218,635 - - - - 47,011
Chairman of 1996 376,955 376,955 - - - - 58,863
the Board and 1995 365,976 351,524 - - - - 49,264
Principal
Executive
Officer
James Kufeldt 1997 384,494 218,635 - 188,478 - 137,247 45,531
President 1996 376,955 376,955 - 182,988 - 132,600 58,700
1995 365,976 351,524 - 182,988 50,000 130,000 55,006
Charles H. 1997 350,164 144,185 - 137,319 - 99,990 36,617
McKellar 1996 343,298 274,638 - 133,320 - 96,608 40,063
Executive Vice 1995 333,299 254,794 - 133,320 40,000 94,714 44,290
President
Charles E. 1997 207,666 116,593 - 59,904 - 43,619 23,372
Winge 1996 199,679 145,741 - 58,159 - 42,144 30,025
Senior Vice 1995 193,863 115,874 - 58,159 24,000 41,318 28,895
President
Richard J. 1997 160,000 139,000 - 30,351 - 22,427 78,490
Ehster 1996 151,757 150,803 - 29,903 20,000 21,669 62,451
Vice President 1995 149,514 137,396 - 29,903 - 21,244 26,976
</TABLE>
- ----------------
(1) Long-term compensation amounts are shown for years in which paid,
although earned in the prior year.
(2) Includes compensation amounts earned during the fiscal year but
deferred under the Company's 401(k) plan and amounts contributed
under the Company's Senior Corporate Officers' Management Security
Plan (Mr. A. Dano Davis, $7,467; Mr. Kufeldt, $9,632; Mr.
McKellar, $9,905; Mr. Winge, $8,494; and Mr. Ehster, $5,414).
(3) Dividends are paid on restricted shares at the ordinary rate.
Value is determined based upon the closing market price of the
Company's Common Stock on the date of grant. The aggregate of
restricted shares held and their value at June 25, 1997, were: Mr.
A. Dano Davis, no shares; Mr. Kufeldt, 20,470 shares, $814,972;
Mr. McKellar, 14,913 shares, $593,731; Mr. Winge, 6,541 shares,
$260,417; and Mr. Ehster, 3,344 shares, $133,135. These shares all
vest, if at all, over a period of three fiscal years from grant,
if certain performance goals are attained. The values above do not
reflect the risk of forfeiture.
(4) Includes (a) Company contributions to the Company's Profit Sharing
Plan of $6,878 for each of the named officers; (b) Company
matching payments under the Company's 401(k) Plan of $2,250 for
each of the named officers; and (c) $56,134 of merchandising
contest awards for Mr. Ehster and $3,923 for Mr. Winge. Also
includes (a) Company contributions to the Company's Supplemental
Retirement Plan ("SRP") for the 1996-97 fiscal year of $23,545 for
Mr. Davis, $23,445 for Mr. Kufeldt, $17,443 for Mr. McKellar,
$5,951 for Mr. Winge and $7,727 for Mr. Ehster and (b) Company
matching 401(k) payments under the Company's SRP for the 1996-97
fiscal year of $14,338 for Mr. Davis, $12,958 for Mr. Kufeldt,
$10,045 for Mr. McKellar, $4,369 for Mr. Winge and $5,501 for Mr.
Ehster.
<PAGE>
Option Grants During the Fiscal Year Ended June 25, 1997
The following table sets forth all options to acquire shares of
the Company's Common Stock granted to the named executive officers on
June 19, 1996, relating to fiscal years ended June 25, 1997, and later.
<TABLE>
Individual Grants (1) Potential realizable
- ---------------------------------------------------------------- value at assumed annual
rates of stock price
appreciation for
option term (2)
----------------------
Percent of
total options
granted to Exercise or
Options associates in base price Expiration
Name granted (#) fiscal year ($/Sh) Date 5%($) 10%($)
- ---- ---------- ----------- --------- -------- ----- ------
<S> <C> <C> <C> <C> <C> <C>
A. Dano Davis --- --- --- --- --- ---
James Kufeldt 25,000 10.6% 34.625 01/15/03 275,716 637,531
Charles H. McKellar 20,000 8.4% 34.625 01/15/03 220,573 510,025
Charles E. Winge 12,000 5.1% 34.625 01/15/03 132,344 306,015
Richard J. Ehster 10,000 4.2% 34.625 01/15/03 110,287 255,012
________________
</TABLE>
(1) The exercise price was the market value of the Company's Common
Stock on the date of grant. The grant was at the end of the prior
fiscal year, but related to the year ended June 25, 1997, and
thereafter. Options are exercisable as to one-half of the shares
at the end of a full fiscal year in which the Company earns a
Return on Equity, as defined, of 20% or more, and as to the other
half, after the end of a second consecutive fiscal year during
which such a return is earned, if the option was outstanding
throughout the two consecutive fiscal years. The officer must
remain employed during the option period, but the option may be
exercised to the extent vested within three months after cessation
of employment for any reason other than death, for which the
period to exercise is one year. Options with respect to one-half
of the shares would have been exercisable on June 25, 1997, but
were not earned. These options will become exercisable on June
24, 1998, if earned.
(2) The potential realizable value amounts shown illustrate the values
that might be realized upon exercise immediately prior to the
expiration of their term using 5 percent and 10 percent
appreciation rates set by the Securities and Exchange Commission,
compounded annually. These amounts, therefore, are not intended
to forecast possible future appreciation, if any, of the Company's
stock price. Additionally, these values do not take into
consideration the provisions of the options providing for
nontransferability, vesting requirements or termination of the
options following termination of employment.
Option Exercises and Fiscal Year-End Values
The following table sets forth all stock options exercised by the
named executives during the fiscal year ended June 25, 1997, and the
number and value of unexercised options held by such executive officers
at fiscal year end.
<TABLE>
Number of Securities Value of Unexercised
Underlying Unexercised in-the-Money
Shares Options at FY-End (#) Options at FY-End($)(1)
Acquired Value --------------------- ------------------------
on realized Exer- Unexer- Exer- Unexer-
Name exercise (#) ($) cisable cisable cisable cisable
- ----------- ----------- ------ ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
A. Dano Davis --- --- --- --- --- ---
James Kufeldt --- --- 100,000 25,000 1,806,250 129,688
Charles H. --- --- 80,000 20,000 1,445,000 103,750
McKellar
Charles E. --- --- 48,000 12,000 216,750 62,250
Winge
Richard J. 20,000 233,750 --- 10,000 --- 51,875
Ehster
_______________
</TABLE>
(1) The closing price of the Company's Common Stock of $39.813 as
reported on the New York Stock Exchange composite tape on June
25, 1997, less the exercise price, was used in calculating the
value of unexercised options. The exercise price is $21.063 per
share for the presently exercisable options for 50,000 shares held
by James Kufeldt, 40,000 shares held by Charles H. McKellar, and
24,000 shares held by Charles E. Winge. The exercise price is
$22.438 per share for the presently exercisable options for
50,000 shares held by James Kufeldt, 40,000 shares held by Charles H.
McKellar, and 24,000 shares held by Charles E. Winge. The
exercise price is $34.625 per share for all unexercisable options.
<PAGE>
LONG-TERM INCENTIVE PLANS AWARDS IN LAST FISCAL YEAR
Restricted Stock Plan. In connection with the Company's Officer
Compensation Program, the Company provides its officers with an
opportunity to earn shares of the Company's Common Stock through a
restricted stock plan. The restricted stock awards are designed to
motivate the Company's officers to make decisions and to act in the best
interest of the Company's shareholders by having the restricted stock
vest when goals for a three-year period are achieved. For the awards
made during fiscal year 1996-97 for the three-year period ending in
fiscal year 1998-99, goals are based upon increasing the average
customer order size. No award is made for results that are less than
the designated threshold. The restricted stock awards granted during
fiscal year 1996-97 are listed in the Summary Compensation Table.
Performance Unit Plan. In connection with the Company's Officer
Compensation Program, the Company provides its officers with an
opportunity to earn additional cash compensation through a performance
unit plan. The performance units are designed to reward officers for
improvements in specified areas of Company performance for a three-year
period. For the awards made during fiscal year 1996-97 for the three-year
period ending in fiscal year 1998-99, goals are based upon a matrix
of the increase in identical store sales and average sales. No award is
made for improvements that are less than the designated threshold. Such
performance unit grants, as outlined below, if earned, would be paid in
early fiscal year 1999-2000 for results in the performance period ending
in fiscal year 1998-99.
Estimated Future Payouts
Under Non-Stock Price-Based Plans
Number of ---------------------------------
Performance Performance
Units Granted Period
Name Last FY Covered Threshold Target($) Maximum($)
- -------------- ------------ ----------- -------- --------- -------
A. Dano Davis --- --- --- --- ---
James Kufeldt 124,961 1997-99 --- 124,961 187,441
Charles H. McKellar 91,043 1997-99 --- 91,043 136,564
Charles E. Winge 40,495 1997-99 --- 40,495 60,742
Richard J. Ehster 20,800 1997-99 --- 20,800 31,200
REPORT ON EXECUTIVE COMPENSATION
The Company's compensation for its executive officers has
developed over the years and reflects the overall compensation
philosophy of the Company and the Founding Brothers. The Company's
Officer Compensation Program (the "Program") for fiscal year 1996-97
incorporated recommendations of a consultant designed to fairly
compensate executives for their performance and contribution to the
Company. Overall objectives are to motivate executive officers, as well
as other officers, to achieve the Company's long and short-term
performance goals and to reward them based in part upon performance of
the Company and in part upon their individual contributions to that
performance; to motivate such persons to think and act as owners of the
Company; to provide levels and forms of compensation to retain high
performing executives; and to reinforce the planning and budgeting
process of the Company for both short and long-term performance.
The Program includes three parts: (1) base compensation, designed
to reflect the overall level of responsibility, the position's
risk/reward profile, marketplace salary trends and the performance of
the incumbent within the position; (2) annual incentive compensation, a
cash bonus with award opportunities tied to the position's potential
contribution to performance against predetermined performance goals,
with a portion based upon the Company's performance and a portion based
upon the performance of the primary area of responsibility of the
executive, as well as a discretionary portion to allow adjustments for
extraordinary circumstances; and (3) long-term incentive compensation,
based upon a restricted stock plan and a performance unit plan. Under
the restricted stock plan, grants of restricted stock that pay dividends
are given to the Company's officers, but these shares do not vest unless
and until certain performance requirements are met over a three-year
period. The
<PAGE>
performance requirements established in fiscal year 1996-97
under the restricted stock plan were based on increasing the average
customer order size. Under the performance unit plan, participants can
earn a cash bonus based upon three-year performance goals. The
performance goals established in fiscal year 1996-97 under the
performance unit plan were based on improvements in certain sales
parameters.
For the Chairman of the Board, who is also the Principal Executive
Officer, and also for the President and Executive Vice President, the
Program is weighted toward long-term compensation. For Senior Vice
Presidents, it is approximately equally weighted between long-term and
annual compensation. The other executive officers' compensation is
weighted toward annual compensation.
The Chairman of the Board and Principal Executive Officer of the
Company, Mr. A. Dano Davis (the "PEO"), for the fiscal year ended June
25, 1997, received a two percent (2%) increase in base compensation from
the prior fiscal year. Because of his substantial stock ownership, Mr.
Davis again chose not to participate in both the restricted stock and
performance unit aspects of the Program's long-term incentive
compensation for the 1996-97 fiscal year. Had he participated, the
grants made in June of 1996 for fiscal year 1996-97 and later would have
been in the amount of approximately $192,247 of value of restricted
stock and a maximum performance unit payment of approximately $187,441.
Under the concept of the Program, the PEO normally would participate in
these plans and if the PEO had participated in fiscal year 1996-97, his
compensation would have approximated that of the Company's President,
Mr. James Kufeldt, as shown in the Summary Compensation Table on page 7.
The provisions of the Key Employee Stock Option Plan do not allow the
PEO to participate in that plan.
Both salary increases and annual incentive awards are based in
major part on the Company's financial performances for the fiscal years
involved. The performance targets for annual incentive award cash
bonuses for fiscal year 1996-97 were based upon sales volume and pre-tax
return on sales and on the position held by each participating officer.
The cash bonuses could range from 0 to 200% of "target" awards for
specific performance goals. For the PEO, the target involved a matrix of
increases in average store sales and earnings before income tax as a
percentage of sales. For the fiscal year 1996-97, the compensation
levels for the PEO and named executives were determined for both base
compensation and cash bonus targets by the Compensation Committee in
June 1996. The restricted stock and performance unit awards and
performance goals for the fiscal year 1996-97 were established by the
Compensation Committee. The performance goals for restricted stock
issued in fiscal year 1996-97 focused on increasing the average customer
order size. The performance goals for performance units issued in
fiscal year 1996-97 focused on increasing identical store sales and
average sales for stores.
Also included in the Company's compensation for its executive
officers are various employee benefits. Generally, the benefits offered
to such persons serve a different purpose than do the other components
of compensation. In general, these benefits provide protection against
financial loss that can result from illness, disability or death.
Benefits offered to these employees are mainly those that are offered to
the Company's other employees, with some variation primarily to promote
tax efficiency and replacement of benefit opportunities lost due to
regulatory limits.
Section 162(m) of the U.S. Internal Revenue Code of 1986 as
amended (the "Code"), precludes a public corporation from taking a
federal income tax deduction for compensation paid in excess of
$1 million per year to certain covered officers. Generally, this would
include the Company's Chairman of the Board and Principal Executive
Officer and the four other officers named each year in the Summary
Compensation Table in the Proxy Statement. The limitation does not
apply to performance-based compensation, provided certain conditions are
satisfied. In the 1996 annual meeting, the shareholders of the Company
approved the material terms of the performance goals of the Annual
Incentive Plan, the Performance Unit Plan and the Restricted Stock Plan
of the Program and the Key Employee Stock Option Plan, and the Company
has taken appropriate actions to preserve the deductibility of
compensation under these plans. The Committee believes that any
compensation realized in connection with these plans will continue to be
deductible as performance-based compensation. The Compensation
Committee, however, retains the authority to authorize payments that may
not be deductible under the Code if it believes such payments would be
in the best interest of the Company and its shareholders.
<PAGE>
This report is submitted by the members of the Compensation
Committee: Radford D. Lovett, Chairman; Armando M. Codina; Carleton T.
Rider; and Julia B. North.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Company's Compensation Committee during the
most recently completed fiscal year were Radford D. Lovett, Chairman,
and Messrs. Armando M. Codina and Carleton T. Rider and Ms. Julia B.
North. During such time, no member of the Compensation Committee was a
current or former officer or employee of the Company and no executive
officer of the Company served as a director or as a member of the
compensation or equivalent committee of another entity, one of whose
executive officers served as a director of the Company or on the
Company's Compensation Committee.
STOCK PERFORMANCE GRAPH
The following graph sets forth the yearly percentage change in the
cumulative total shareholder return on the Company's Common Stock during
the preceding five fiscal years ended June 25, 1997, compared with the
cumulative total returns of the S & P 500 Index and the S & P Retail
(Food Chains) Index. The comparison assumes $100 was invested on June
25, 1992 in the Company's Common Stock and in each of the foregoing
indices and assumes reinvestment of dividends.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG WINN-DIXIE STORES, INC., THE S & P 500 INDEX
AND THE S & P RETAIL (FOOD CHAINS) INDEX (1)
Measurement
Pt. FYE FYE FYE FYE FYE
6/24/92 6/30/93 6/29/94 6/28/95 6/26/96 6/25/97
_______ _______ _______ _______ ________ _______
Winn-Dixie $100 $127.84 $100.91 $138.65 $175.64 $190.25
S & P Retail $100 $124.79 $121.42 $147.60 $204.40 $222.32
(Food Chains)
S & P 500 Index $100 $113.63 $115.23 $145.27 $183.04 $246.32
Assumes Initial Investment of $100 and reinvestment of dividends
Note: Total Returns Based on Market Capitalization
Data and chart furnished by Zacks Investment Research, Inc.
_______________
(1) Includes, but is not limited to, the following companies:
Albertson's, American Stores, Giant Food Class A, Great
A&P, Kroger and Winn-Dixie.
<PAGE>
INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS
American Heritage Life Insurance Company (the "Insurance Company")
is a wholly owned subsidiary of American Heritage Life Investment
Corporation, of which Messrs. A. Dano Davis, Robert D. Davis and Radford
D. Lovett are directors. The Company is self-insured for purposes of
employee group, medical, accident and sickness insurance, with the
Insurance Company providing administrative services and expenses.
During the fiscal year ended June 25, 1997, the Company paid the
Insurance Company $3,820,384 for administrative services, state premium
taxes, and expenses of the group medical and accident plan. The Company
also paid $11,275,544 in net premiums on life insurance policies and
$14,899,516 in interest on policy loans to fund the corporate senior
officers management security plan for 31 officers (including 22
executive officers) and a similar contributory plan for 605 other
eligible key management personnel. The plans also provide benefits to
382 former participants who have retired, terminated employment or are
currently ineligible to participate in the plans, and beneficiaries of
deceased participants.
During the fiscal year ended June 25, 1997, the Company purchased
ice and equipment in the amount of $1,102,000 from entities in which
Mr. David F. Miller and his son owned a controlling interest. Mr.
Miller and his son disposed of their interest in such entities in March
1997.
In the fiscal year ended June 25, 1997, the Company received
payments from D.D.I., Inc., a corporation controlled by the Davis
Family, in the aggregate amount of $90,792 for group insurance, office
rentals and related expenses, and legal services.
AGREEMENT OF SHAREHOLDERS
OF
D.D.I., INC.
On April 19, 1989, an Agreement of Shareholders (the "Agreement")
was entered into by a Florida corporation now known as D.D.I., Inc.
("DDI") and its shareholders to make provision for future disposition,
voting and transfer of its shares. DDI, which, as of June 25, 1997,
owned directly and indirectly 40,817,619 shares of Common Stock of the
Company, is controlled by the Davis Family. Such shares are included in
the Davis Family holdings shown on page 4 hereof.
Subject to certain exceptions, the Agreement prohibits disposition
of DDI shares by a DDI shareholder except with the written consent of
DDI and all other DDI shareholders. If any DDI shareholder desires to
make a disposition of shares of DDI, such person must offer the shares
to DDI, and if DDI does not purchase all of the shares, then to the
other DDI shareholders. The Agreement also restricts transfers in the
event of death, divorce, change in beneficial interest in a trust or
involuntary disposition; and sets out procedures for establishing fair
market value, termination of the Agreement, selection of a Board of
Directors of DDI; and increasing the capital surplus of DDI if necessary
to purchase DDI shares.
DDI shareholders who are parties to the Agreement include Robert
D. Davis, A. Dano Davis, T. Wayne Davis, and Charles P. Stephens,
spouses, children, grandchildren, relatives, in-laws, trusts for the
benefit of Davis Family members, and corporations and other entities
controlled by them.
PROPOSAL 2 - AMENDMENT OF RESTATED ARTICLES OF
INCORPORATION TO INCREASE THE NUMBER
OF AUTHORIZED SHARES
The Board of Directors of the Company has approved, and recommends
that the shareholders approve, an amendment to the first sentence of
Article Third of the Company's Restated Articles of Incorporation, (the
"Stock Amendment") to increase the number of total authorized shares of
the Company's Common Stock from 200,000,000 to 400,000,000.
<PAGE>
As of July 31, 1997, in addition to the 148,992,032 Common
Shares issued and outstanding, an additional 2,392,626 Common Shares
were reserved for issuance under the Company's Revised Stock Purchase
Plan for Employees and 713,000 Common Shares were reserved for issuance
under the Key Employee Stock Option Plan. Therefore, as of July 31,
1997, there were a total of 152,097,658 Common Shares either issued and
outstanding or reserved for issuance out of a total of 200,000,000
authorized Common Shares, leaving a total of 47,902,342 Common
Shares remaining available for subsequent issuance or reservation.
The proposed increase is to ensure that an adequate supply of
authorized unissued shares of Common Stock is available for general
corporate needs, such as future stock dividends or splitups, raising
additional capital or financing the acquisition of other business. The
additional shares proposed to be authorized would be available for
issuance without further action by the shareholders, except as might be
required by the Company's Restated Articles of Incorporation, bylaws or
applicable law.
There are currently no plans or arrangements relating to the
issuance of any of the additional shares proposed to be authorized.
Under Article Third of the Restated Articles, the Board of Directors has
the authority to issue such shares on such terms as it deems
appropriate, subject to applicable law. The issuance of additional
shares may, among other things, have a dilutive effect on earnings per
share and on the equity and voting power of existing holders. However,
until the Board of Directors determines the specific use and price for
such shares as may be issued, if any, the actual effect on the holders
of the presently issued Common Stock cannot be ascertained. Similarly,
the tax impact, if any, on the Company and existing shareholders cannot
be determined until such determinations are made.
The issuance of additional shares of Common Stock by the Company
also may potentially have an antitakeover effect by making it more
difficult to obtain shareholder approval of various actions, such as a
merger or removal of management or directors or amendment of the
Restated Articles of Incorporation. The Company has in place certain
other provisions which have an antitakeover effect, including the
classified board of directors and a requirement that special meetings of
shareholders requested by shareholders be on the request of not less
than thirty percent of all votes entitled to be cast. However, the
increase in authorized shares has not been proposed for an
antitakeover-related purpose and the Board of Directors and management have no
knowledge of any current efforts to obtain control of the Company or to
effect large accumulations of its Common Stock.
The Board of Directors recommends a vote FOR Proposal 2.
PROPOSAL 3 RATIFICATION OF APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS
Action is to be taken at the Annual Meeting of Shareholders with
respect to the ratification of the appointment by the Board of Directors
of the Company of KPMG Peat Marwick LLP as independent public
accountants to audit the books of the Company for the fiscal year
commencing June 26, 1997. KPMG Peat Marwick LLP has been regularly
employed by the Company for many years to examine its books and
accounts, and for other purposes, for which services their customary
fees have been paid.
Representatives of KPMG Peat Marwick LLP are expected to be
present at the Annual Meeting and will have an opportunity to make such
statements as they may desire. Such representatives are expected to be
available to respond to appropriate questions from shareholders.
The Board of Directors recommends a vote FOR Proposal 3.
<PAGE>
SHAREHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
In order to be presented at the Company's 1998 Annual Meeting of
Shareholders, a shareholder proposal must be received at the principal
office of the Company, 5050 Edgewood Court, Jacksonville, Florida 32254-3699,
by April 28, 1998.
MISCELLANEOUS
The Company's audited financial statements and certain other
financial information for its fiscal year ended June 25, 1997, are
included as pages F-1 to F-24, inclusive, annexed to this Proxy
Statement.
As of the date of this Proxy Statement, Management does not know
of any other matter that will come before the meeting. In the event
that any other matter properly comes before the meeting, the persons
named in the enclosed form of proxy intend to vote all proxies in
accordance with their judgment on such matter.
By Order of the Board of Directors
Judith W. Dixon
Secretary
August 28, 1997
EACH SHAREHOLDER IS URGED TO EXECUTE AND RETURN THE ENCLOSED PROXY
PROMPTLY. IN THE EVENT A SHAREHOLDER DECIDES TO ATTEND THE MEETING,
HE OR SHE MAY, IF SO DESIRED, REVOKE THE PROXY AND VOTE HIS OR HER
SHARES IN PERSON.
<PAGE>
WINN-DIXIE STORES, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS,
Selected Financial Data F-1
Management's Discussion and Analysis of Financial Condition and
Results of Operations F-2
Consolidated Financial Statements and Supplemental Data:
Independent Auditors' Report F-5
Report of Management F-6
Consolidated Statements of Earnings, Years ended
June 25, 1997, June 26, 1996 and June 28, 1995 F-7
Consolidated Balance Sheets, June 25, 1997 and June 26, 1996 F-8
Consolidated Statements of Cash Flows, Years ended
June 25, 1997, June 26, 1996 and June 28, 1995 F-9
Consolidated Statements of Shareholders' Equity, Years ended
June 25, 1997, June 26, 1996 and June 28, 1995 F-10
Notes to Consolidated Financial Statements F-11
<PAGE>
<TABLE>
<CAPTION>
SELECTED FINANCIAL DATA
1997 1996 1995 1994 1993<F2>
------ ------ ------ ------ ------
Dollars in millions except per share data
<S> <C> <C> <C> <C> <C>
Sales
Net sales $ 13,219 12,955 11,788 11,082 10,832
Percent increase 2.0 9.9 6.4 2.3 4.8
Average annual sales per store $ 11.3 11.0 10.0 9.6 9.4
Earnings Summary
Gross profit $ 3,316 3,093 2,723 2,534 2,446
Percent of sales 25.1 23.9 23.1 22.9 22.6
LIFO charge (credit) $ 3 10 7 (2) 1
Operating and
administrative expenses $ 3,094 2,803 2,462 2,270 2,197
Percent of sales 23.4 21.6 20.9 20.5 20.3
Net earnings $ 204 256 232 216 236
Per share $ 1.36 1.69 1.56 1.45 1.56
Percent of net earnings to sales 1.5 2.0 2.0 2.0 2.2
Percent of net earnings
to average equity 15.3 19.9 20.3 21.2 24.6
EBITDA $ 632.8 656.9 569.3 520.2 522.9
EBITDAR $ 1,015.6 1,009.7 890.7 809.2 797.2
Dividends
Dividends paid $ 144.2 134.0 116.5 107.4 100.5
Percent of net earnings 70.5 52.4 50.2 49.7 42.5
Per share (present rate $1.02) $ .96 .885 .78 .72 .66
Common Stock (WIN)
Total shares outstanding (000,000) 148.9 151.7 151.1 148.4 150.0
NYSE-Stock price range
Common - High $ 42.38 38.38 28.94 33.88 39.88
Low $ 29.88 28.06 21.32 21.75 20.82
Financial Data
Cash flow information:
Net cash provided by
operating activities $ 413.9 556.9 414.2 436.3 213.0
Net cash used in investing
activities $ 477.7 387.9 379.3 214.7 81.4
Net cash provided by (used
in) financing activities $ 45.7 (167.3) (35.9) (212.4)
(128.7)
Capital expenditures, net $ 423.1 362.0 371.6 277.7 194.8
Depreciation and amortization $ 291.2 248.3 200.9 157.4 141.1
Working capital $ 195.4 388.7 414.9 486.2 540.0
Current ratio 1.1 1.4 1.4 1.6 1.6
Total assets $ 2,921 2,649 2,472 2,145 2,058
Obligations under capital leases$ 54 61 78 85 87
Shareholders' equity $ 1,337 1,342 1,231 1,056 980
Book value per share $ 8.98 8.85 8.14 7.12 6.54
Stores
In operation at year-end 1,174 1,178 1,175 1,159<F1>1,151
Opened and acquired during year 83 61 108 60 40
Closed or sold during year 87 58 92 66 78
Enlarged or remodeled during year 79 128 86 87 73
New/enlarged/remodeled in last
five years 805 743 654 535 475
Percent to total stores
in operation 68.6 63.1 55.7 46.2 41.3
Year-end retail square
footage (000,000) 47.8 45.7 43.8 40.7 39.0
Average store size at
year-end (000) 40.7 38.8 37.3 35.1 33.9
Other Year-end Data
Associates (000) 136 126 123 112 105
Shareholder accounts (000) 55.2 56.3 44.8 39.5 41.4
Shareholders per store 47 48 38 34 36
Taxes
Federal, state and local $ 285 288 261 261 255
Per share $ 1.89 1.90 1.75 1.75 1.68
<F1> Includes 14 stores from Bahamas consolidation
<F2> 53 Weeks
F-1
</TABLE>
<PAGE>
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Results of Operations
Sales for 1997 were $13.2 billion, compared to $13.0 billion for 1996
and $11.8 billion for 1995. This reflects a 2.0%, 9.9% and 6.4% increase in
sales per year for 1997, 1996 and 1995, respectively. Average weekly store
sales increased 1.8%, 8.4% and 6.8% for each of the last three fiscal years,
while comparable store sales decreased 0.9% in 1997, and increased 4.4% and
3.0% per year for 1996 and 1995, respectively. Fourth quarter sales were $3.1
billion, $3.0 billion and $2.9 billion for 1997, 1996 and 1995, respectively.
For the fourth quarter, average store sales increased 1.2% in 1997, 4.5% in
1996 and 9.5% in 1995. Comparable store sales for the fourth quarter
decreased 1.8% in 1997, and increased 1.7% and 3.8% in 1996 and 1995,
respectively.
In fiscal year 1997, the Company continued to increase its average
store size by opening and acquiring 83 stores averaging 49,700 square feet,
enlarging or remodeling 79 stores and closing 87 smaller stores, averaging
29,300 square feet.
As a percent of sales, gross profit margins were 25.1%, 23.9% and 23.1%
in fiscal 1997, 1996 and 1995, respectively. The increase in gross profit
margins is a result of an improved inventory mix in our larger stores. In
addition, the 1997 increase also reflects an increase in retail prices
necessitated by rising store operating expenses attributed to our larger
stores. Approximately 90% of the Company's inventories are valued under the
LIFO (last-in, first-out) method. The LIFO calculations resulted in a pre-tax
decrease in gross profit of $2.7 million in 1997, $9.9 million in 1996 and
$7.3 million in 1995.
Operating and administrative expenses, as a percent of sales, were
23.4%, 21.6% and 20.9% in fiscal 1997, 1996 and 1995, respectively. Our major
increases in operating and administrative expenses are due to a higher payroll
percentage in our larger stores, occupancy cost and depreciation expense.
Cash discounts and other income amounted to $119.4 million, $118.0
million and $106.9 million in 1997, 1996 and 1995, respectively. The increase
in 1997, 1996 and 1995 is due to an increase in cash discounts resulting from
an increase in purchases of merchandise for resale and gains from the disposal
of capital assets. Investment income amounted to $0.3 million, $0.6 million
and $0.5 million in fiscal 1997, 1996 and 1995, respectively. The decrease in
investment income in 1997 is a result of a decrease in funds available for
investment.
Interest expense totaled $22.1 million, $21.2 million and $14.3 million
in fiscal 1997, 1996 and 1995, respectively. Interest expense primarily
reflects a computation of interest on capital lease obligations and short-term
borrowings. The 1997 and 1996 increase in interest expense is due to an
increase in short-term borrowings.
F-2
<PAGE>
Results of Operations, continued
Earnings before income taxes were $319.4 million, $387.3 million and
$354.0 million in fiscal 1997, 1996 and 1995, respectively. The 1997 decrease
in pre-tax earnings is primarily a result of the increase in operating
expenses as previously mentioned. The 1996 increase in pre-tax earnings is
primarily a result of an increase in operating income. The effective income
tax rates were 36.0%, 34.0% and 34.4% for fiscal 1997, 1996 and 1995,
respectively.
Net earnings amounted to $204.4 million, or $1.36 per share for 1997,
$255.6 million, or $1.69 per share for 1996 and $232.2 million, or $1.56 per
share for 1995. The LIFO calculations decreased net earnings by $1.6 million,
or $0.01 per share in 1997, $6.0 million, or $0.04 per share for 1996 and $4.6
million, or $0.03 per share in 1995.
Liquidity and Capital Resources
The Company's financial condition remains sound and strong at year end.
Cash and cash equivalents amounted to $14.1 million, $32.2 million and $30.4
million at the end of fiscal years 1997, 1996 and 1995, respectively. Cash
provided by operating activities amounted to $413.9 million in 1997, $556.9
million in 1996 and $414.2 million in 1995.
Net capital expenditures totaled $423.1 million, $362.0 million and
$371.6 million in fiscal 1997, 1996 and 1995, respectively. These
expenditures were for new store locations, store enlargements and remodelings,
and the expansion of warehouse facilities. Total capital investment in
Company retail and support facilities, including operating leases, is
estimated to be $750 million in 1997 and projected to be $850 million in 1998.
The Company has no material construction or purchase commitments outstanding
as of June 25, 1997.
Working capital amounted to $195.4 million and $388.7 million at the end
of fiscal years 1997 and 1996, respectively. Inventories on a FIFO
(first-in, first-out) basis increased $72.7 million in 1997 and $29.4 million
in 1996. The increase in inventories is primarily due to the increase in the
total retail square footage through new openings and store enlargements, and
the enlargement of our Orlando, Florida distribution center in 1997.
The Company has an authorized $500.0 million commercial paper program.
In support of this program, or as an independent source of funds, the Company
also has $445.0 million of short-term lines of credit. These lines of credit
are available at any time during the year and are renewable on an annual
basis. The Company had no short-term borrowings against bank lines of credit
as of June 25, 1997 or June 26, 1996. There was $380.0 million in commercial
paper outstanding at the end of 1997, compared to $110.0 million in commercial
paper outstanding at the end of 1996. The average interest rate on the
commercial paper outstanding on June 25, 1997 was 5.7% as compared to 5.5% on
June 26, 1996.
Excluding capital lease obligations, the Company had no outstanding
long-term debt as of June 25, 1997 or June 26, 1996.
F-3
<PAGE>
Liquidity and Capital Resources, continued
The Company's cash flow from operations and available credit facilities
are considered adequate to fund both the short-term and long-term capital
needs of the Company.
The Company is a party to various proceedings arising under federal,
state and local regulations protecting the environment. Management is of the
opinion that any liability which might result from any such proceedings will
not have a material adverse effect on the Company's consolidated earnings or
financial position.
Impact of Inflation
Winn-Dixie's primary costs, inventory and labor, increase with
inflation. Recovery of these costs has to come from improved operating
efficiencies and, to the extent permitted by our competition, through improved
gross profit margins.
Cautionary Statement Regarding Forward-Looking Information and Statements
This Annual Report on Form 10-K contains certain information that
constitutes "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act, which involves risks and uncertainties.
Actual results may differ materially from the results described in the
forward-looking statements. When used in this document, the words,
"estimate," "project," "intend" and "believe" and other similar expressions,
as they relate to the Company, are intended to identify such forward-looking
statements. Such statements reflect the current views of the Company and are
subject to certain risks and uncertainties that include, but are not limited
to, growth, competition, inflation, pricing and margin pressures, law and
taxes. Please refer to discussions of these and other factors in this Annual
Report and other Company filings with the Security and Exchange Commission.
The Company disclaims any intent or obligation to update publicly these
forward-looking statements, whether as a result of new information, future
events or otherwise.
F-4
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Shareholders and the Board of Directors
Winn-Dixie Stores, Inc.:
We have audited the accompanying consolidated balance sheets of
Winn-Dixie Stores, Inc. and subsidiaries as of June 25, 1997 and June 26,
1996, and the related consolidated statements of earnings, shareholders'
equity, and cash flows for each of the years in the three-year period ended
June 25, 1997. These consolidated financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Winn-Dixie
Stores, Inc. and subsidiaries at June 25, 1997 and June 26, 1996, and the
results of their operations and their cash flows for each of the years in the
three-year period ended June 25, 1997, in conformity with generally accepted
accounting principles.
KPMG Peat Marwick LLP
Certified Public Accountants
Jacksonville, Florida
July 28, 1997
F-5
<PAGE>
REPORT OF MANAGEMENT
The Company is responsible for the preparation, integrity and
objectivity of the consolidated financial statements and related information
appearing in the Annual Report. The consolidated financial statements have
been prepared in conformity with generally accepted accounting principles
applied on a consistent basis and include amounts that are based on
management's best estimates and judgments.
Management is also responsible for maintaining a system of internal
controls that provides reasonable assurance that the accounting records
properly reflect the transactions of the Company, that assets are safeguarded
and that the consolidated financial statements present fairly the financial
position and operating results. As part of the Company's controls, the
internal audit staff conducts examinations in each of the retail and
manufacturing divisions of the Company.
The Audit Committee of the Board of Directors, composed entirely of
outside directors, meets periodically to review the results of audit reports
and other accounting and financial reporting matters with the independent
certified public accountants and the internal auditors.
A. Dano Davis Richard P. McCook
Chairman of the Board Financial Vice President
and Principal Executive Officer and Principal Financial Officer
F-6
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF EARNINGS
Years ended June 25, 1997, June 26, 1996 and June 28, 1995
1997 1996 1995
---- ---- ----
Amounts in thousands except per share data
<S> <C> <C> <C>
Net sales $ 13,218,715 12,955,488 11,787,843
Cost of sales, including warehousing
and delivery expense 9,902,862 9,862,244 9,064,536
---------- ---------- ----------
Gross profit on sales 3,315,853 3,093,244 2,723,307
Operating and administrative expenses 3,093,767 2,802,712 2,461,883
---------- ---------- ----------
Operating income 222,086 290,532 261,424
Cash discounts and other income, net 119,435 118,038 106,901
---------- ---------- ----------
341,521 408,570 368,325
--------- ---------- ----------
Interest:
Interest on capital lease obligations 7,055 8,199 10,086
Other interest 15,024 13,046 4,244
--------- ---------- ----------
Total interest 22,079 21,245 14,330
--------- ---------- ----------
Earnings before income taxes 319,442 387,325 353,995
Income taxes 114,999 131,691 121,808
--------- ---------- ----------
Net earnings $ 204,443 255,634 232,187
========= ========== ==========
Earnings per share $ 1.36 1.69 1.56
========= ========== ==========
See accompanying notes to consolidated financial statements.
</TABLE>
F-7
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS
June 25, 1997 and June 26, 1996
1997 1996
---- ----
Amounts in thousands
<S> <C> <C>
Assets
- ------
Current Assets:
Cash and cash equivalents $ 14,116 32,208
Trade and other receivables, less allowance for
doubtful items of $1,699,000
($1,860,000 in 1996) 175,679 158,445
Merchandise inventories at lower of cost or
market less LIFO reserve of $224,999,000
($222,341,000 in 1996) 1,249,215 1,179,126
Prepaid expenses 148,961 131,161
--------- ---------
Total current asset 1,587,971 1,500,940
Investments and other assets:
Cash surrender value of life insurance, net 88,081 55,769
Other assets 94,547 70,322
--------- --------
Total investments and other assets 182,628 126,091
--------- --------
Deferred income taxes 22,129 22,732
Net property, plant and equipment 1,128,681 998,849
--------- --------
$ 2,921,409 2,648,612
========= =========
Liabilities and Shareholders' Equity
- ------------------------------------
Current Liabilities:
Accounts payable $ 604,034 599,297
Short-term borrowings 380,000 110,000
Reserve for insurance claims and self-insurance 60,219 61,760
Accrued wages and salaries 98,771 84,691
Accrued rent 76,528 62,237
Accrued expenses 137,115 148,715
Current obligations under capital leases 3,023 2,974
Income taxes 32,923 42,554
--------- ---------
Total current liabilities 1,392,613 1,112,228
--------- ---------
Obligations under capital leases 54,026 60,853
Defined benefit plan 33,452 29,533
Reserve for insurance claims and self-insurance 94,783 97,209
Other liabilities 9,041 6,493
-------- --------
Shareholders' equity:
Common stock of $1 par value. Authorized
200,000,000 shares; issued 148,875,899
shares in 1997 and 151,684,943 shares
in 1996 148,876 151,685
Retained earnings 1,188,618 1,190,611
--------- ---------
Total shareholders' equity 1,337,494 1,342,296
--------- ---------
Commitments and contingent liabilities (Notes 6, 8 and 9)
$ 2,921,409 2,648,612
========= =========
See accompanying notes to consolidated financial statements.
</TABLE>
F-8
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended June 25, 1997, June 26, 1996 and June 28, 1995
1997 1996 1995
---- ---- ----
Amounts in thousands
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings $ 204,443 255,634 232,187
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization 291,236 248,287 200,931
Deferred income taxes (17,988) (7,698) 10,360
Defined benefit plan 3,919 3,371 3,310
Reserve for insurance claims and self-insurance (3,967) (3,788) (3,170)
Stock compensation plans 10,086 5,725 2,323
Change in cash from:
Receivables (17,234) (6,533) 14,101
Merchandise inventories (70,089) (19,542) (69,900)
Prepaid expenses (314) (14,037) (1,392)
Accounts payable 3,914 42,199 23,474
Income taxes (9,631) 23,223 (10,456)
Other current accrued expenses 19,533 30,104 12,449
------- ------- -------
Net cash provided by operating activities 413,908 556,945 414,217
Cash flows from investing activities:
Purchases of property, plant and equipment, net (423,105)(361,961)(371,563)
Increase in investments and other assets (54,548) (25,915) (7,762)
--------- -------- --------
Net cash used in investing activities (477,653)(387,876)(379,325)
--------- ------- ---------
Cash flows from financing activities:
Increase (decrease) in short-term borrowing s 270,000 (20,000) 120,500
Payment on notes payable - - (17,008)
Payments on capital lease obligations (2,713) (3,077) (3,111)
Purchase of common stock (94,500) (51,581) (34,896)
Proceeds of sales under associates' stock
purchase plan 13,111 40,205 15,297
Dividends paid (144,165)(134,042) (116,506)
Other 3,920 1,220 (205)
--------- --------- ---------
Net cash provided by (used in)
financing activities 45,653 (167,275) (35,929)
--------- --------- ---------
Increase (decrease) in cash and cash equivalents (18,092) 1,794 ( 1,037)
Cash and cash equivalents at the beginning
of the yea r 32,208 30,414 31,451
--------- --------- ---------
Cash and cash equivalents at end of the year $ 14,116 32,208 30,414
========= ========= =========
Supplemental cash flow information:
Interest paid $ 17,840 14,569 16,213
Interest and dividends received $ 1,183 8,049 1,510
Income taxes paid $ 142,684 114,572 121,904
========= ========= ========
See accompanying notes to consolidated financial statements.
</TABLE>
F-9
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Years ended June 25, 1997, June 26, 1996 and June 28, 1995
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Amounts in thousands
Common stock:
Beginning of year $ 151,685 75,561 74,176
Add par value of common stock issued for stock
compensation plans and acquisition 140 2,149 2,044
Add par value of common stock issued in
connection with 2-for-1 stock split - 75,580 -
Deduct par value of common stock acquired 2,949 1,605 659
------- ------- ------
End of year 148,876 151,685 75,561
Retained earnings:
Beginning of year 1,190,611 1,155,031 981,509
Net earnings 204,443 255,634 232,187
Deduct excess of cost over par value of common
stock acquired 91,551 49,976 34,237
Deduct cash dividends on common stock of $0.96,
$0.885 and $0.78 per share in 1997, 1996 and
1995, respectively 144,165 134,042 116,506
Deduct par value of common stock issued in
connection with 2-for-1 stock split - 75,580 -
Add excess of value or proceeds over par value
of common stock and compensation costs recorded
for stock compensation plans and acquisition 9,946 53,129 100,962
Add (deduct) associates' stock loans,
net of payments 13,111 (14,330) (8,839)
Unrealized gain on marketable securities 1,964 - -
Other 4,259 745 (45)
--------- --------- ---------
End of year 1,188,618 1,190,611 1,155,031
--------- --------- ---------
Total shareholders' equity $ 1,337,494 1,342,296 1,230,592
========= ========== =========
See accompanying notes to consolidated financial statements.
</TABLE>
F-10
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies and Other Information
(a) Fiscal Year: The fiscal year ends on the last Wednesday in June.
Fiscal years ended 1997, 1996 and 1995 comprised 52 weeks.
(b) Basis of Consolidation: The consolidated financial statements
include the accounts of Winn-Dixie Stores, Inc. and its subsidiaries
which operate as a major food retailer in fourteen states and the
Bahama Islands.
(c) Acquisition: On March 26, 1995, the Company acquired Thriftway,
Inc., a twenty-five store supermarket chain operating in Ohio and
Kentucky in a stock-for-stock transaction which is not reflected in the
statement of cashflows. This acquisition has been accounted for using
the purchase method.
(d) Cash and Cash Equivalents: Cash equivalents consist of highly
liquid investments with a maturity of three months or less when
purchased. Cash and cash equivalents are stated at cost plus accrued
interest, which approximates market.
(e) Inventories: Inventories are stated at the lower of cost or
market. The "dollar value" last-in, first-out (LIFO) method is used to
determine the cost of approximately 90% of inventories consisting
primarily of merchandise in stores and distribution warehouses.
Manufacturing and produce inventories are valued at the lower of
first-in, first-out (FIFO) cost or market. Elements of cost included in
manufacturing inventories consist of material, direct labor and plant
overhead.
(f) Marketable Securities: Included in investments and other assets
was $19,400,000 at June 25, 1997, consisting principally of marketable
equity securities categorized as available-for-sale. Available-for-sale
securities are recorded at fair value. Unrealized holding gains and
losses, net of the related tax effect, are excluded from earnings and
reported as a separate of component of shareholders' equity until
realized. A decline in the fair value of available-for-sale securities
below cost that is deemed other than temporary is charged to earnings,
resulting in the establishment of a new cost basis for the security.
Realized gains and losses are included in earnings and are derived using
the specific identification method for determining the cost of
securities sold.
(g) Financial Instruments: Interest rate swaps are accounted for
under the accrual method. Net interest paid or received on these
instruments is included in operating and administrative expense. See
Note 6(b) for additional information on interest rate swap agreements.
F-11
<PAGE>
1. Summary of Significant Accounting Policies and Other Information,
continued
(h) Income Taxes: Deferred tax assets and liabilities are recognized
for the estimated future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using the enacted tax rates in effect for the
year in which those temporary differences are expected to be recovered
or settled.
(i) Self-insurance: Self-insurance reserves are established for
automobile and general liability, workers' compensation and property
loss costs based on claims filed and claims incurred but not reported,
with a maximum per occurrence of $2,000,000 for automobile and general
liability and $1,000,000 for workers' compensation. Self- insurance
reserves are established for property losses with a maximum annual
aggregate of $5,000,000 and a $100,000 per occurrence deductible after
the aggregate is obtained. The Company is insured for insurance costs
in excess of these limits.
(j) Estimates: The preparation of financial statements in conformity
with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
(k) Property, Plant and Equipment: Property, plant and equipment are
stated at historical cost. Depreciation is provided over the estimated
useful lives by the straight-line method or by methods that produce
results similar to the straight-line method. Amortization of
improvements to leased premises is provided principally by the
straight-line method over the periods of the leases or the estimated
useful lives of the improvements, whichever is less.
The Company reviews its property, plant and equipment for
impairment whenever events or changes in circumstances indicate the
carrying value of an asset may not be recoverable. Recoverability is
measured by comparison of the carrying amount to the net cash flows
expected to be generated by the asset.
(l) Store Opening and Closing Costs: The costs of opening new stores
and closing of old stores are charged to earnings in the year incurred.
F-12
<PAGE>
1. Summary of Significant Accounting Policies and Other Information,
continued
(m) Earnings Per Share: The number of shares used in the calculation
for 1997, 1996 and 1995 amounted to 150,288,694, 151,577,205 and
149,434,006, respectively, which is the weighted average number of
shares of common stock outstanding during each year. All share and per
share amounts have been retroactively restated to reflect the 2-for-1
stock split effected on November 10, 1995.
During February 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standard No. 128, "Earnings
Per Share," (SFAS 128). SFAS 128 governs the computation, presentation,
and disclosure requirements for earnings per share (EPS) for entities
with publicly held common stock. SFAS 128 was issued to simplify the
computation of EPS and replaces the Primary and Fully Diluted EPS
calculations currently in use with calculations of Basic and Diluted
EPS. SFAS 128 is effective for financial statements for both interim
and annual periods ending after December 15, 1997, and earlier
application is not permitted. The Company will begin to calculate its
EPS in compliance with SFAS 128 in the quarter ending January 7, 1998.
The adoption of this Statement will not materially affect the Company's
earnings per share.
(n) Stock-Based Compensation: During fiscal year 1996, the Company
adopted Statement of Financial Accounting Standard No. 123, "Accounting
for Stock-Based Compensation" (SFAS 123), which establishes a fair value
based method of accounting for stock-based compensation plans. Prior to
fiscal year 1996, the Company followed the intrinsic value method set
forth in APB Opinion 25, "Accounting for Stock Issued to Employees."
Since the Company historically recorded compensation expense under APB
Opinion 25 for its performance based plans, the adoption of this
Standard in 1996 had no material effect on the Company's financial
statements (see Note 7).
(o) Reclassification: Certain prior year amounts have been
reclassified to conform with the current year's presentation.
2. Accounts Receivable
Accounts receivable at year-end were as follows:
1997 1996
---- ----
Amounts in thousands
Trade and other receivables $ 76,471 78,698
Construction advances 100,907 81,607
-------- -------
177,378 160,305
Less: Allowance for doubtful items 1,699 1,860
-------- -------
$ 175,679 158,445
F-13
<PAGE>
3. Inventories
At June 25, 1997, inventories valued by the LIFO method would have been
$224,999,000 higher ($222,341,000 higher at June 26, 1996) if they were stated
at the lower of FIFO cost or market. If the FIFO method inventory valuation
had been used for the year ended June 25, 1997, reported net earnings would
have been $1,624,000 or $0.01 per share higher ($6,022,000 or $0.04 per share
higher in 1996 and $4,625,000 or $0.03 per share higher in 1995).
4. Property, Plant and Equipment
Property, plant and equipment consists of the following:
1997 1996
---- ----
Amounts in thousands
Land $ 8,862 2,459
Buildings 32,442 25,962
Furniture, fixtures, machinery and equipment 2,149,817 1,915,937
Transportation equipment 124,419 117,242
Improvements to leased premises 435,837 397,464
Construction in progress 62,224 49,493
--------- ---------
2,813,601 2,508,557
Less: Accumulated depreciation and amortization 1,723,198 1,553,990
--------- ---------
1,090,403 954,567
Leased property under capital leases, less accumulated
amortization of $37,090,000 ($37,373,000 in 1996) 38,278 44,282
--------- ---------
Net property, plant and equipment $ 1,128,681 998,849
The Company had no non-cash additions to leased property for 1997 or
1996.
F-14
<PAGE>
5. Income Taxes
The provision for income taxes consisted of:
Current Deferred Total
Amounts in thousands
1997
Federal $ 115,347 (17,440) 97,907
State 17,640 (548) 17,092
------- -------- -------
$ 132,987 (17,988) 114,999
======= ========= =======
1996
Federal $ 117,136 (7,523) 109,613
State 22,251 (173) 22,078
------- ------- -------
$ 139,387 (7,696) 131,691
======= ======= =======
1995
Federal $ 89,648 9,326 98,974
State 21,800 1,034 22,834
------- ------- -------
$ 111,448 10,360 121,808
======= ======= =======
The following reconciles the above provision to the Federal statutory
income tax rate:
1997 1996 1995
---- ---- ----
Federal statutory income tax rate 35.0 % 35.0 % 35.0 %
State and local income taxes, net of federal
income tax benefits 3.1 3.5 4.3
Other tax credits (0.6) (0.2) (1.1)
Life insurance (2.1) (3.1) (2.1)
Other, net 0.6 (1.2) (1.7)
------ ----- -----
36.0 % 34.0 % 34.4 %
The effective tax rate for 1997 reflects a change made by the Health
Insurance Portability and Accountability Act of 1996 whereby certain
deductions for interest relating to indebtedness with respect to certain
corporate owned life insurance (COLI) policies are being phased out over a
three-year period.
In addition to the provision for income taxes presented above, the
Company recorded deferred taxes of $1,105,000 in 1997 related to the
unrealized gain on marketable securities.
F-15
<PAGE>
5. Income Taxes, continued
The tax effects of temporary differences that give rise to
significant portions of the deferred tax assets and deferred
liabilities at June 25, 1997, June 26, 1996 and June 28, 1995 are
presented below:
1997 1996 1995
------ ------ ------
Amounts in thousands
Deferred tax assets:
Reserve for insurance claims
and self-insurance $ 57,169 58,501 60,050
Reserve for vacant store leases 14,521 10,319 7,738
Unearned promotional allowance 12,520 7,568 3,642
Reserve for accrued vacations 10,145 9,278 8,827
State net operating loss carry forwards 7,410 6,962 7,174
Excess of book over tax depreciation 11,033 10,026 9,088
Excess of book over tax rent expense 1,482 1,133 923
Excess of book over tax retirement expense 12,565 10,750 8,046
Uniform capitalization of inventory 6,797 5,181 4,602
Other, net 31,366 25,464 14,824
------- ------- -------
Total gross deferred tax assets 165,008 145,182 124,914
Less: Valuation allowance 7,314 6,896 6,487
------- ------- -------
Net deferred tax assets 157,694 138,286 118,427
------- ------- -------
Deferred tax liabilities:
Excess of tax over book depreciation (16,312) (18,514) (16,036)
Bahamas subsidiary foreign earnings (10,680) (11,506) (11,535)
Unrealized gain on marketable securities (1,105) - -
Other, net (17,879) (13,429) (3,717)
------- ------- -------
Total gross deferred tax liabilities (45,976) (43,449) (31,288)
------- ------- -------
Net deferred tax assets $ 111,718 94,837 87,139
======= ======= =======
Current deferred income taxes of $89,589,000 and $72,105,000 for 1997
and 1996, respectively, are included in the prepaid expenses in the
accompanying consolidated balance sheets.
The Company believes the results of future operations will generate
sufficient taxable income to realize the deferred tax assets.
F-16
<PAGE>
6. Financing
(a) Credit Arrangements: The Company has available a $500.0 million
commercial paper program. As of June 25, 1997, there was $380.0
million outstanding as compared to $110.0 million outstanding on
June 26, 1996. The average interest rate on the commercial paper
outstanding on June 25, 1997 was 5.7% as compared to 5.5% on June
26, 1996. The Company also has short-term lines of credit totaling
$445.0 million. The lines of credit are available when needed
during the year and are renewable on an annual basis. The Company
is not required to maintain compensating bank balances in
connection with these lines of credit. There were no short-term
borrowings against bank lines of credit as of June 25, 1997 or
June 26, 1996.
The carrying amount of short-term borrowings approximates fair
value because of their short-term maturity. As such, the Company
is not exposed to a significant amount of interest rate risk.
(b) Interest Rate Swap: The Company has entered into interest rate
swap agreements to reduce the impact of changes in rental payments
on retail locations, distribution facilities and manufacturing
facilities that have a lease term of 25 years and whose primary rent
expense fluctuates with the commercial paper (CP) interest rate.
At June 25, 1997, the Company had outstanding four interest rate
swap agreements, having a notional principal amount of $50.0
million each, with an investment bank. These agreements
effectively change the Company's exposure on its leased real estate
with floating rental payments to fixed rental payments based on a
7.59% interest rate. The interest rate swap agreements mature on
June 30,1998, 2001, 2002 and 2003. In addition, the table below
reflects an additional interest rate swap agreement, having a
notional principal amount of $50.0 million, that does not become
effective until the termination date of the interest rate swap
agreement that matures on June 30, 1998. The Company is exposed
to credit loss in the event of nonperformance by the other party
to these interest rate swap agreements. However, the Company does
not anticipate nonperformance by the counterpart.
Since current short-term interest rates at June 25, 1997, are below the
7.59% rate of these contracts, the estimated negative value of these
swaps was approximately $10.9 million.
The table below presents notional amounts and interest rates by
contractual maturity dates. Notional amounts are used to calculate the
contractual payments to be exchanged under the contracts. Weighted
average variable receive rates are based on implied forward rates in the
yield curve at the reporting date.
F-17
<PAGE>
6. Financing, continued
Expected Maturity Dates
---------------------------------
There-
1998 1999 2000 2001 2002 after Total
---- ---- ---- ---- ---- ------- -----
Amounts in millions
Interest Rate Swaps
Variable to Fixed $ 50 50 50 100 250
Average Pay Rate % 8.00 7.46 7.35 7.57 7.59
Average Receive Rate % 5.96 6.30 6.37 6.43 6.30
7. Stock Compensation Plans
The Company has an employee stock purchase plan, long-term incentive
stock compensation plans and a performance based stock option plan.
Under SFAS 123, purchase discounts for the employee stock purchase plan
and the fair value at date of grant for the long-term incentive stock
compensation plans and the performance based stock option plan are
charged to compensation cost over the vesting or performance period.
The fair value of each grant under the performance based stock option
plan was estimated on the date of the grant using the Black-Scholes
option pricing model under the following assumptions: risk-free interest
rate of 7.0%; dividend yield of 2.8%; expected lives of 7 years; and
volatility of .225.
The compensation costs that have been charged against income for these
stock compensation plans was $10.1 million in 1997 and $5.7 million in
1996. In 1995, the Company accounted for these programs under APB
Opinion 25 and compensation cost of $2.3 million was recorded.
(a) Stock Purchase Plan: The Company has a stock purchase plan in
effect for associates. Under the terms of this Plan, the Company may
grant options to purchase shares of the Company's common stock at a
price not less than the greater of 85% of the fair value at the date of
grant or $1.00. During fiscal year 1995, 602,546 shares (pre-split) of
common stock were sold to associates at an aggregate price of
$25,909,478. During fiscal year 1996, 1,069,251 shares (pre-split) of
common stock were sold to associates at an aggregate price of
$54,531,801. On October 2, 1996, the shareholders approved an amendment
to the Revised Winn-Dixie Stock Purchase Plan for Employees, so as to
make an additional 2,000,000 shares of the Company's common stock
available for sale. There are 2,392,626 shares of the Company's common
stock available for the grant of options under the Plan.
Loans to associates for the purchase of the Company's common stock
are reported in the financial statements as a reduction of Shareholders'
Equity, rather than as a current asset. Loans outstanding were
$11,882,000 and $24,945,000 at June 25, 1997 and June 26, 1996,
respectively.
F-18
<PAGE>
7. Stock Compensation Plans, continued
(b) Stock Compensation Plans: The Company has long-term incentive
stock compensation plans. Under these programs the Company issues
restricted shares of the Company's common stock to eligible management
associates. Restricted shares issued and the weighted average fair
value on the grant date are as follows: 150,338 shares ($35.21) in 1997;
42,076 shares ($27.88) in 1996; and 48,708 shares ($22.44) in 1995. The
vesting of these shares are contingent upon certain specified goals
being attained over a three year period.
(c) Stock Option Plan: Under the Company's Key Employee Stock Option
Plan, 2,000,000 shares of the Company's common stock were made available
for grant at an exercise price of no less than the market value at date
of grant. Options granted under this performance based stock option
plan are earned over a two year period, if certain performance goals are
attained. The options for 226,000 shares granted in 1992 at an exercise
price of $21.063 have been earned and will expire on December 31, 1998.
The options for 466,000 shares granted in 1994 at an exercise price of
$22.438 have also been earned and expire on January 15, 2001. The
options for 8,000 shares granted in 1995 at an exercise price of $27.938
have been earned and expire on January 15, 2001.
On July 29, 1996, the Compensation Committee approved the grant of
options for 237,000 shares, effective June 19, 1996, at an exercise
price of $34.625 ($9.84 fair value of option). Of these options
granted, 118,500 would have been exercisable on June 25, 1997 but were
not earned. These options will now become exercisable on June 24, 1998,
if earned. The remaining 118,500 shares will become exercisable on June
30, 1999, if earned. These options expire on January 15, 2003.
Changes in options under these plans during the years ended June
25, 1997, June 26, 1996 and June 28, 1995, were as follows:
F-19
<PAGE>
7. Stock Compensation Plans, continued
Weighted
Average
Number of Option Price
Shares Per Share
--------- ------------
Outstanding - June 29, 1994 956,000 $19.85
Granted 8,000 $27.94
Exercised (58,000) $15.43
Forfeited (30,000) $22.44
------- ------
Outstanding - June 28, 1995 876,000 $20.13
Granted - $ -
Exercised (236,000) $14.94
Forfeited (10,000) $22.44
------- ------
Outstanding - June 26, 1996 630,000 $22.04
Granted 237,000 $34.63
Exercised (142,000) $21.97
Forfeited (22,000) $34.63
------- ------
Outstanding -June 25, 1997 703,000 $25.90
======= ======
Exercisable -June 25, 1997 488,000 $22.05
======= ======
Shares available for additional grant 713,000
=======
The number of shares exercisable and their weighted average exercise
price at the end of the year are as follows: 488,000 shares ($22.05) in
1997; 389,000 shares ($21.67) in 1996; and 650,000 shares ($19.26) in
1995. At June 25, 1997, the 703,000 options outstanding have a weighted
average contractual life of 4.1 years.
8. Leases
(a) Leasing Arrangements: There were 1,466 leases in effect on store
locations and other properties at June 25, 1997. Of these 1,466 leases,
44 store leases and 2 warehouse and manufacturing facility leases are
classified as capital leases. Substantially all store leases will
expire during the next twenty years and the warehouse and manufacturing
facility leases will expire during the next twenty-five years. However,
in the normal course of business, it is expected that these leases will
be renewed or replaced by leases on other properties.
The rental payments on substantially all store leases are based on
a minimum rental plus a contingent rental which is based on a percentage
of the store's sales in excess of stipulated amounts. Most of the
Company's leases contain renewal options for five-year periods at fixed
rentals.
F-20
<PAGE>
8. Leases, continued
(b) Leases: The following is an analysis of the leased property under
capital leases by major classes:
Asset balances at
June 25, 1997 June 26, 1996
------------- -------------
Amounts in thousands
Store facilities $ 59,646 65,933
Warehouses and manufacturing facilities 15,722 15,722
------- -------
75,368 81,655
Less: Accumulated amortization 37,090 37,373
------- -------
$ 38,278 44,282
======= =======
The following is a schedule by year of future minimum lease payments
under capital and operating leases, together with the present value of
the net minimum lease payments as of June 25, 1997.
Capital Operating
------- ---------
Amounts in thousands
Fiscal Year:
1998 $ 10,111 292,491
1999 9,764 284,431
2000 9,633 280,631
2001 9,638 275,793
2002 9,699 271,404
Later years 61,347 2,592,409
------- ---------
Total minimum lease payments 110,192 3,997,159
=========
Less: Amount representing estimated taxes,
maintenance and insurance costs included in
total minimum lease payments 2,286
-------
Net minimum lease payments 107,906
Less: Amount representing interest 50,857
-------
Present value of net minimum lease payments $ 57,049
=======
Rental payments under operating leases including, where applicable, real
estate taxes and other expenses are as follows:
1997 1996 1995
---- ---- ----
Amounts in thousands
Minimum rentals $ 276,259 254,705 218,921
Contingent rentals 2,618 3,320 3,323
------- ------- -------
$ 278,877 258,025 222,244
======= ======= =======
F-21
<PAGE>
9. Commitments and Contingent Liabilities
(a) Associate Benefit Programs: The Company has noncontributory,
trusteed profit sharing retirement programs which are in effect for
eligible associates and may be amended or terminated at any time.
Charges to earnings for contributions to the programs amounted to
$62,250,000, $62,200,000 and $55,250,000 in 1997, 1996 and 1995,
respectively.
In addition to providing profit sharing benefits, the Company
makes group insurance available to early retirees from the time they
retire until age 65 when they qualify for Medicare/Medicaid. Currently,
the early retiree group constitutes 116 associates. This group of
retirees bear the entire costs of this plan, which is maintained totally
separate from the Company's regular group insurance plan. The Company
reserves the right to modify these benefits.
(b) Defined Benefit Plan: The Company has a Management Security Plan
(MSP), which is a non-qualified defined benefit plan providing
disability, death and retirement benefits to 636 qualified active
associates of the Company and 382 former participants. Total MSP cost
charged to operations was $5,485,000, $4,942,000 and $4,979,000 in 1997,
1996 and 1995, respectively. The projected benefit obligation at June
25, 1997 was approximately $38,103,000. The effective discount rate
used in determining the net periodic MSP cost was 8.0% for 1997, 1996
and 1995.
Life insurance policies, which are not considered as MSP assets
for liability accrual computations, were purchased to fund the MSP
payments. These insurance policies are shown on the balance sheet at
their cash surrender values, net of policy loans aggregating
$170,479,000 and $154,438,000 at June 25, 1997 and June 26, 1996,
respectively.
The Company holds life insurance on a broad-based group of qualified
associates. These insurance policies are shown on the balance sheet
at their cash surrender value, net of policy loans aggregating
$302,055,000 at June 25, 1997 and $459,583,000 at June 26, 1996.
(c) Supplemental Retirement Plan: The Company has a deferred
compensation Supplemental Retirement Plan in effect for eligible
management associates. At June 25, 1997, the Company's liability under
this program was $7.6 million.
(d) 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. In addition, the
Company is a party to various proceedings arising under federal, state
or local regulations protecting the environment. Management is of the
opinion that any liability which might result from any such claim,
lawsuit or proceeding will not have a material adverse effect on the
Company's consolidated earnings or financial position.
F-22
<PAGE>
10. Related Party Transactions
The Company is self-insured for purposes of employee group life,
medical, accident and sickness insurance, with American Heritage Life
Insurance Company, a related party, providing administrative services
and expenses for medical and accident claims. American Heritage Life
Insurance Company also financed the development and expansion of certain
retail stores. Total payments aggregating $29,995,000, $25,001,000 and
$13,442,000 were made in 1997, 1996 and 1995, respectively.
11. Quarterly Results of Operations (Unaudited)
The following is a summary of the unaudited quarterly results of
operations for the years ended June 25, 1997, June 26, 1996 and June 28,
1995:
<TABLE>
<CAPTION>
Quarters Ended
Sept. 18 Jan. 8 April 2 June 25
1997 (12 Weeks) (16 Weeks) (12 Weeks) (12 Weeks)
--------- --------- --------- ---------
Dollars in thousands except per share data
<S> <C> <C> <C> <C>
Net sales $ 2,985,702 4,057,174 3,114,029 3,061,810
Gross profit on sales $ 740,723 989,319 790,258 795,553
Net earnings $ 47,033 47,687 57,343 52,380
Earnings per share $ 0.31 0.32 0.38 0.35
Net LIFO charge (credit)$ 3,666 3,666 3,055 (8,763)
Net LIFO charge (credit)
per share $ 0.02 0.02 0.01 (0.04)
Dividends per share $ 0.16 0.32 0.24 0.24
Market price range $ 36.13-32.75 35.38-31.13 34.13-29.88 42.38-32.00
</TABLE>
<TABLE>
<CAPTION>
Quarters Ended
Sept. 20 Jan. 10 April 3 June 26
1996 (12 Weeks) (16 Weeks) (12 Weeks) (12 Weeks)
--------- --------- --------- ---------
Dollars in thousands except per share data
<S> <C> <C> <C> <C>
Net sales $ 2,934,958 3,972,563 3,035,323 3,012,644
Gross profit on sales $ 677,559 946,312 742,820 726,553
Net earnings $ 45,877 72,460 63,252 74,045
Earnings per share $ 0.30 0.48 0.42 0.49
Net LIFO charge (credit)$ 3,666 2,444 1,833 (1,921)
Net LIFO charge (credit)
per share $ 0.03 0.01 0.01 (0.01)
Dividends per share $ 0.140 0.295 0.225 0.225
Market price range $ 30.50-28.06 37.50-29.69 38.38-33.63 35.63-31.88
</TABLE>
F-23
<PAGE>
11. Quarterly Results of Operations (Unaudited), continued
<TABLE>
<CAPTION>
Quarters Ended
Sept. 21 Jan. 11 April 5 June 28
1995 (12 Weeks) (16 Weeks) (12 Weeks) (12 Weeks)
--------- --------- --------- ---------
Dollars in thousands except per share data
<S> <C> <C> <C> <C>
Net sales $ 2,590,364 3,537,824 2,775,842 2,883,813
Gross profit on sales $ 590,546 809,912 642,018 680,831
Net earnings $ 40,045 67,472 56,936 67,734
Earnings per share $ 0.27 0.45 0.38 0.45
Net LIFO charge (credit)$ 1,690 2,253 2,816 (2,134)
Net LIFO charge (credit)
per share $ 0.01 0.01 0.02 (0.01)
Dividends per share $ 0.13 0.26 0.195 0.195
Market price range $ 26.82-21.32 27.25-24.50 28.57-25.94 28.94-27.32
</TABLE>
During 1997, 1996 and 1995, the fourth quarter results reflect a change
from the estimate of inflation used in the calculation of LIFO inventory to
the actual rate experienced by the Company of 1.9% to 0.2%, 1.2% to 0.8% and
1.6% to 0.6%, respectively.
<TABLE>
<CAPTION>
Fourth Quarter Results of Operations
------------------------------------
June 25, June 26, June 28,
1997 1996 1995
(12 weeks) (12 weeks) (12 weeks)
--------- --------- ---------
Amounts in thousands
<S> <C> <C> <C>
Net sales $ 3,061,810 3,012,644 2,883,813
Cost of sales 2,266,257 2,286,091 2,202,982
--------- --------- ---------
Gross profit on sales 795,553 726,553 680,831
Operating and administrative expenses 738,958 647,429 607,460
--------- --------- ---------
Operating income 56,595 79,124 73,371
Cash discounts and other income, net 29,957 30,473 25,749
Interest expense (4,707) (1,640) (2,083)
--------- --------- ---------
Earnings before income taxes 81,845 107,957 97,037
Income taxes 29,465 33,912 29,303
--------- --------- ---------
Net earnings $ 52,380 74,045 67,734
========= ========= =========
</TABLE>
The effective tax rate during the fourth quarter of fiscal 1995 reflects
the final settlement with the Internal Revenue Service of transactions
pursuant to Section 1804(e)(4) of the Tax Reform Act of 1986 whereby certain
subsidiaries of the Company were able to utilize the benefits of the net
operating losses of certain unaffiliated corporations.
F-24
<PAGE>
FORM OF PROXY
The Directors recommend a vote FOR Proposals 1, 2, and 3.
FOR WITHHELD
1. Election of Directors
For all nominees listed below.
Class II (2000)
Robert D. Davis, James Kufeldt,
Charles H. McKellar and David F. Miller
For, except vote withheld from
the following nominee(s):
__________________________________
FOR AGAINST ABSTAIN
2. Increase authorized shares of
Common Stock to 400,000,000.
3. Ratification of KPMG Peat
Marwick LLP as auditors.
SPECIAL ACTION
Discontinue Annual Report Mailing for this account due to other accounts at
same address. __________________
SIGNATURE(S)__________________________________ Date _____________,1997
Please sign this proxy as name(s) appears above and return it promptly whether
or not you plan to attend the meeting. If signing for a corporation or
partnership or as agent, attorney or fiduciary, indicate the capacity in which
you are signing. If you do attend the meeting and decide to vote by ballot,
such vote will supersede this proxy.
<PAGE>
[LOGO]
Dear Fellow Shareholder:
The 69th Annual Meeting of Shareholders of Winn-Dixie Stores, Inc., will be
held at the headquarters office of the Company at 5050 Edgewood Court,
Jacksonville, Florida, at 9:00 a.m. on Wednesday, October 1, 1997.
The enclosed Notice of Annual Meeting of Shareholders and Proxy Statement
describe the items to be considered and acted upon by the shareholders at the
Meeting.
Whether you can or cannot attend, please sign, date and return your proxy form
as soon as possible so that your shares can be voted at the meeting in
accordance with your instructions. If you attend the meeting, you may choose
to revoke your proxy and vote personally. It is important in either case that
your shares be represented.
Sincerely,
/s/ A. Dano Davis
A. Dano Davis
Chairman and Principal Executive Officer
5050 Edgewood Court - Jacksonville, FL 32254-3699
<PAGE>
WINN-DIXIE STORES, INC.
5050 EDGEWOOD COURT - JACKSONVILLE, FLORIDA 32254-3699
Proxy Solicited on Behalf of the Board of Directors for the Annual Meeting of
Shareholders on October 1, 1997.
The undersigned hereby appoints A. DANO DAVIS, ROBERT D. DAVIS and T. WAYNE
DAVIS or any of them, as proxies, with full power of substitution, to vote all
shares of Common Stock that the undersigned would be entitled to vote if
personally present, at the Annual Meeting of Shareholders of the Company on
October 1, 1997, and at any adjournment thereof, upon all subjects that may
properly come before the meeting, including the matters described in the proxy
statement furnished herewith, subject to any directions indicated on the other
side of this card.
If no directions are given, the proxies will vote for (1) the election of all
nominees listed below, (2) the Directors' proposals 2 and 3 listed on the
other side of the card, and (3) at their discretion, on any other matters that
may properly come before the meeting or any adjournments thereof. The
undersigned hereby revokes any proxy heretofore given to any person or persons
whomsoever (other than the proxies named above) to vote such Common Stock and
ratifies and confirms all that the proxies named above may or shall do by
virtue hereof.
Nominees for election as Class II Directors are: Robert D. Davis, James
Kufeldt, Charles H. McKellar and David F. Miller.
This card also provides voting instructions for shares held in the dividend
reinvestment plan and, if registrations are identical, shares held in the
Winn-Dixie Stores, Inc. Profit Sharing/401(k) Plan, as described in the proxy
statement.
Your vote is important. Please sign and date on the reverse and return
promptly in the enclosed postage-paid envelope or otherwise to Inspectors of
Election, Winn-Dixie Stores, Inc., P.O. Box 8999, Edison, NJ 08818-9999, so
that your shares can be represented at the meeting.
<PAGE>
Corporate Profile
Winn-Dixie Stores, Inc., is one of the nation's largest retail food chains.
As of June 25, 1997, the Company operated 1,174 supermarkets in 14 states and
the
Bahamas. The Company also operated a network of distribution centers,
processing and manufacturing plants and a fleet of trucks, providing a
comprehensive support system.
Company Direction
Winn-Dixie is committed to providing our customers with the best quality,
variety and service, while guarding our position as The Low Price Leader and
creating value for our customers, associates and shareholders.
Toward that end, we are engaged in a program of store openings, enlargements
and remodelings to better serve our current and future customers. We also are
adding a variety of new services to our locations to appeal to the changing
needs and tastes of supermarket shoppers.
Our goal is to be the supermarket of choice in the Sunbelt and we will
aggressively pursue our opportunities to increase our market share within our
operating area.
[LOGO]
