UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 9)
Winn-Dixie Stores, Inc.
--------------------------------------------
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
974280 10 9
(CUSIP Number)
Check the following box if a fee is being paid with this statement ( ).
1
<PAGE>
1. NAME OF REPORTING PERSON/S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
D.D.I., Inc. - TI# 59-2448386
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)( X )
(b)( )
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Florida - United States
5. SOLE VOTING POWER
NUMBER OF 47,873,468
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 41,916
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 47,873,468
WITH
8. SHARED DISPOSITIVE POWER
41,916
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,915,384
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
None Excluded
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW-9
31.8%
12. TYPE OF REPORTING PERSON
CO
2
<PAGE>
Item 1.
(a) Name of Issuer: WINN-DIXIE STORES, INC.
(b) Address of Issuer's Principal Executive Offices:
5050 Edgewood Ct., Jacksonville, FL 32254-3699
Item 2.
(a) Name of Person Filing: D.D.I, Inc.
(b) Address of Principal Business Office or, if none,
Residence:
4310 Pablo Oaks Court, Jacksonville, FL 32224
(c) Citizenship: Florida - United States
(d) Title of Class of Securities: COMMON STOCK
(e) CUSIP Number: 974280 10 9
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check
whether the person filing is a:
(a) ___Broker or Dealer registered under Section 15 of the Act
(b) ___Bank as defined in Section 3(a)(6) of the Act
(c) ___Insurance Company as defined in Section 3(a)(19) of
the Act
(d) ___Investment Company registered under Section 8 of the
Investment Company Act
(e) ___Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940
(f) ___Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund: see ss.24O.13d-
l(b)(ii)(F)
(g) ___Parent Holding Company, in accordance with ss.240.13d-
l(b)(ii)(G) (Note: See Item 7)
(h) ___Group, in accordance with ss.240.13d-1(b)(ii)(G)
Statement filed pursuant to Rule 12d-1(c).
Item 4. Ownership
The following ownership information is provided as of December 31,
1996. The reporting person has the right to acquire additional shares as such
right is defined in Rule 13(d)(1). Such shares are included in this Item 4 and
are disclosed in Note (A) to Exhibit I hereto.
3
<PAGE>
(a) Amount Beneficially Owned 47,915,384
(b) Percent of Class 31.8%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
47,873,468
(ii) shared power to vote or to direct the vote
41,916
(iii) sole power to dispose or to direct the disposition of
47,873,468
(iv) shared power to dispose or to direct the disposition of
41,916
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following ( ).
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
See Item 7 below and Exhibit I hereto.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company
N/A
Item 8. Identification and Classification of Members of the Group.
See Exhibit I for the identity of the group members filing this
schedule pursuant to Rule 13d-1(c).
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certification
N/A
4
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
2/14/97
-----------------------
Date
D.D.I., Inc.
By: /s/ H. J. Skelton
----------------------------------
Signature
H. Jay Skelton, President
-----------------------------------
Name/Title
5
<PAGE>
1. NAME OF REPORTING PERSON/S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Davis Family Special Trust - TI# 59-7086289
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)( X )
(b)( )
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia - United States
5. SOLE VOTING POWER
NUMBER OF 54,101,659
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 41,916
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 54,101,659
WITH
8. SHARED DISPOSITIVE POWER
41,916
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,143,575
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
None Excluded
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW-9
36.0%
12. TYPE OF REPORTING PERSON
OO
6
<PAGE>
Item 1.
(a) Name of Issuer: WINN-DIXIE STORES, INC.
(b) Address of Issuer's Principal Executive Offices:
5050 Edgewood Ct., Jacksonville, FL 32254-3699
Item 2.
(a) Name of Person Filing: Davis Family Special Trust
(b) Address of Principal Business Office or, if none,
Residence:
11 Parkside Court, Atlanta, GA 30342
(c) Citizenship: Georgia - United States
(d) Title of Class of Securities: COMMON STOCK
(e) CUSIP Number: 974280 10 9
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check
whether the person filing is a:
(a) ___Broker or Dealer registered under Section 15 of the Act
(b) ___Bank as defined in Section 3(a)(6) of the Act
(c) ___Insurance Company as defined in Section 3(a)(19) of
the Act
(d) ___Investment Company registered under Section 8 of the
Investment Company Act
(e) ___Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940
(f) ___Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund: see ss.24O.13d-
l(b)(ii)(F)
(g) ___Parent Holding Company, in accordance with ss.240.13d-
l(b)(ii)(G) (Note: See Item 7)
(h) ___Group, in accordance with ss.240.13d-1(b)(ii)(G)
Statement filed pursuant to Rule 12d-1(c).
Item 4. Ownership
The following ownership information is provided as of December 31,
1996. The reporting person does not have any current right to acquire additional
shares as such right is defined in Rule 13(d)(1).
(a) Amount Beneficially Owned 54,143,575
(b) Percent of Class 36.0%
7
<PAGE>
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
54,101,659
(ii) shared power to vote or to direct the vote
41,916
(iii) sole power to dispose or to direct the disposition of
54,101,659
(iv) shared power to dispose or to direct the disposition of
41,916
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following ( ).
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company
N/A
Item 8. Identification and Classification of Members of the Group.
See Exhibit I for the identity of the group members filing this
schedule pursuant to Rule 13d-1(c).
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certification
N/A
8
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
2/14/97
-----------------------
Date
Davis Family Special Trust
By: /s/ H. Jay Skelton
-----------------------------------
Signature
William M. Rich, Trustee
------------------------------------
Name/Title
By: H. Jay Skelton, Attorney-in-Fact
9
<PAGE>
1. NAME OF REPORTING PERSON/S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William M. Rich
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)( X )
(b)( )
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia - United States
5. SOLE VOTING POWER
NUMBER OF 54,101,659
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 41,916
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 54,101,659
WITH
8. SHARED DISPOSITIVE POWER
41,916
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,143,575
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
None Excluded
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW-9
36.0%
12. TYPE OF REPORTING PERSON
IN
10
<PAGE>
Item 1.
(a) Name of Issuer: WINN-DIXIE STORES, INC.
(b) Address of Issuer's Principal Executive Offices:
5050 Edgewood Ct., Jacksonville, FL 32254-3699
Item 2.
(a) Name of Person Filing: William M. Rich
(b) Address of Principal Business Office or, if none,
Residence:
11 Parkside Court, Atlanta, GA 30342
(c) Citizenship: Georgia - United States
(d) Title of Class of Securities: COMMON STOCK
(e) CUSIP Number: 974280 10 9
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check
whether the person filing is a:
(a) ___Broker or Dealer registered under Section 15 of the Act
(b) ___Bank as defined in Section 3(a)(6) of the Act
(c) ___Insurance Company as defined in Section 3(a)(19) of
the Act
(d) ___Investment Company registered under Section 8 of the
Investment Company Act
(e) ___Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940
(f) ___Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund: see ss.24O.13d-
l(b)(ii)(F)
(g) ___Parent Holding Company, in accordance with ss.240.13d-
l(b)(ii)(G) (Note: See Item 7)
(h) ___Group, in accordance with ss.240.13d-1(b)ii)(G)
Statement filed pursuant to Rule 12d-1(c).
Item 4. Ownership
The following ownership information is provided as of December 31,
1996. The reporting person does not have any current right to acquire additional
shares as such right is defined in Rule 13(d)(1).
(a) Amount Beneficially Owned 54,143,575
11
<PAGE>
(b) Percent of Class 36.0%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
54,101,659
(ii) shared power to vote or to direct the vote
41,916
(iii) sole power to dispose or to direct the disposition of
54,101,659
(iv) shared power to dispose or to direct the disposition of
41,916
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following ( ).
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company
N/A
Item 8. Identification and Classification of Members of the Group.
See Exhibit I for the identity of the group members filing this
schedule pursuant to Rule 13d-1(c).
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certification
N/A
12
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
2/14/97
-----------------------
Date
By: /s/ H. Jay Skelton
-----------------------------------
Signature
William M. Rich
-----------------------------------
Name/Title
By: H. Jay Skelton, Attorney-in-Fact
13
<PAGE>
1. NAME OF REPORTING PERSON/S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SIVAD Investors, L.L.C. - TI# 76-0485018
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)( X )
(b)( )
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Texas - United States
5. SOLE VOTING POWER
NUMBER OF 35,132,800
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 35,132,800
WITH
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,132,800
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
None Excluded
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW-9
23.3%
12. TYPE OF REPORTING PERSON
OO
14
<PAGE>
Item 1.
(a) Name of Issuer: WINN-DIXIE STORES, INC.
(b) Address of Issuer's Principal Executive Offices:
5050 Edgewood Ct., Jacksonville, FL 32254-3699
Item 2.
(a) Name of Person Filing: SIVAD Investors, L.L.C.
(b) Address of Principal Business Office or, if none,
Residence:
910 Louisiana, Suite 3431, Houston, TX 77002
(c) Citizenship: Texas - United States
(d) Title of Class of Securities: COMMON STOCK
(e) CUSIP Number: 974280 10 9
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check
whether the person filing is a:
(a) ___Broker or Dealer registered under Section 15 of the Act
(b) ___Bank as defined in Section 3(a)(6) of the Act
(c) ___Insurance Company as defined in Section 3(a)(19) of
the Act
(d) ___Investment Company registered under Section 8 of the
Investment Company Act
(e) ___Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940
(f) ___Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund: see ss.24O.13d-
l(b)(ii)(F)
(g) ___Parent Holding Company, in accordance with ss.240.13d-
l(b)(ii)(G) (Note: See Item 7)
(h) ___Group, in accordance with ss.240.13d-1(b)(ii)(G)
Statement filed pursuant to Rule 12d-1(c).
Item 4. Ownership
The following ownership information is provided as of December 31,
1996. The reporting person does not have any current right to acquire additional
shares as such right is defined in Rule 13(d)(1).
(a) Amount Beneficially Owned 35,132,800
15
<PAGE>
(b) Percent of Class 23.3%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
35,132,800
(ii) shared power to vote or to direct the vote
-0-
(iii) sole power to dispose or to direct the disposition of
35,132,800
(iv) shared power to dispose or to direct the disposition of
-0-
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following ( ).
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company
N/A
Item 8. Identification and Classification of Members of the Group.
See Exhibit I for the identity of the group members filing this
schedule pursuant to Rule 13d-1(c).
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certification
N/A
16
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
2/14/97
-----------------------
Date
SIVAD Investors, L.L.C.
By: /s/ H. J. Skelton
-----------------------------------
Signature
H. J. Skelton, President
------------------------------------
Name/Title
17
<PAGE>
1. NAME OF REPORTING PERSON/S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DAVFAM, Ltd. - TI# 76-0485021
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)( X )
(b)( )
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Texas - United States
5. SOLE VOTING POWER
NUMBER OF 35,132,800
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 35,132,800
WITH
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,132,800
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
None Excluded
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW-9
23.3%
12. TYPE OF REPORTING PERSON
PN
18
<PAGE>
Item 1.
(a) Name of Issuer: WINN-DIXIE STORES, INC.
(b) Address of Issuer's Principal Executive Offices:
5050 Edgewood Ct., Jacksonville, FL 32254-3699
Item 2.
(a) Name of Person Filing: DAVFAM, Ltd.
(b) Address of Principal Business Office or, if none,
Residence:
910 Louisiana, Suite 3431, Houston, TX 77002
(c) Citizenship: Texas - United States
(d) Title of Class of Securities: COMMON STOCK
(e) CUSIP Number: 974280 10 9
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check
whether the person filing is a:
(a) ___Broker or Dealer registered under Section 15 of the Act
(b) ___Bank as defined in Section 3(a)(6) of the Act
(c) ___Insurance Company as defined in Section 3(a)(19) of
the Act
(d) ___Investment Company registered under Section 8 of the
Investment Company Act
(e) ___Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940
(f) ___Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund: see ss.24O.13d-
l(b)(ii)(F)
(g) ___Parent Holding Company, in accordance with ss.240.13d-
l(b)(ii)(G) (Note: See Item 7)
(h) ___Group, in accordance with ss.240.13d-1(b)(ii)(G)
Statement filed pursuant to Rule 12d-1(c).
Item 4. Ownership
The following ownership information is provided as of December 31,
1996. The reporting person does not have any current right to acquire additional
shares as such right is defined in Rule 13(d)(1).
(a) Amount Beneficially Owned 35,132,800
19
<PAGE>
(b) Percent of Class 23.3%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
35,132,800
(ii) shared power to vote or to direct the vote
-0-
(iii) sole power to dispose or to direct the disposition of
35,132,800
(iv) shared power to dispose or to direct the disposition of
-0-
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following ( ).
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company
N/A
Item 8. Identification and Classification of Members of the
Group.
See Exhibit I for the identity of the group members filing this
schedule pursuant to Rule 13d-1(c).
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certification
N/A
20
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
2/14/97
-----------------------
Date
DAVFAM, Ltd.
By: /s/ H. J. Skelton
-----------------------------------
Signature
By: SIVAD Investors, L.L.C.
General Partner
H. J. Skelton, President
-----------------------------------
Name/Title
21
<PAGE>
1. NAME OF REPORTING PERSON/S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SIVAD Investors II, L.L.C. - TI# 76-0519076
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)( X )
(b)( )
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Texas - United States
5. SOLE VOTING POWER
NUMBER OF 9,257,959
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 9,257,959
WITH
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,257,959
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
None Excluded
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW-9
6.2%
12. TYPE OF REPORTING PERSON
OO
22
<PAGE>
Item 1.
(a) Name of Issuer: WINN-DIXIE STORES, INC.
(b) Address of Issuer's Principal Executive Offices:
5050 Edgewood Ct., Jacksonville, FL 32254-3699
Item 2.
(a) Name of Person Filing: SIVAD Investors II, L.L.C.
(b) Address of Principal Business Office or, if none,
Residence:
910 Louisiana, Suite 3431, Houston, TX 77002
(c) Citizenship: Texas - United States
(d) Title of Class of Securities: COMMON STOCK
(e) CUSIP Number: 974280 10 9
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check
whether the person filing is a:
(a) ___Broker or Dealer registered under Section 15 of the Act
(b) ___Bank as defined in Section 3(a)(6) of the Act
(c) ___Insurance Company as defined in Section 3(a)(19) of
the Act
(d) ___Investment Company registered under Section 8 of the
Investment Company Act
(e) ___Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940
(f) ___Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund: see ss.24O.13d-
l(b)(ii)(F)
(g) ___Parent Holding Company, in accordance with ss.240.13d-
l(b)(ii)(G) (Note: See Item 7)
(h) ___Group, in accordance with ss.240.13d-1(b)(ii)(G)
Statement filed pursuant to Rule 12d-1(c).
Item 4. Ownership
The following ownership information is provided as of December 31,
1996. The reporting person does not have any current right to acquire additional
shares as such right is defined in Rule 13(d)(1).
(a) Amount Beneficially Owned 9,257,959
23
<PAGE>
(b) Percent of Class 6.2%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
9,257,959
(ii) shared power to vote or to direct the vote
-0-
(iii) sole power to dispose or to direct the disposition of
9,257,959
(iv) shared power to dispose or to direct the disposition of
-0-
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following ( ).
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company
N/A
Item 8. Identification and Classification of Members of the Group.
See Exhibit I for the identity of the group members filing this
schedule pursuant to Rule 13d-1(c).
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certification
N/A
24
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
2/14/97
-----------------------
Date
SIVAD Investors II, L.L.C.
By: /s/ H. J.Skelton
-----------------------------------
Signature
H. J. Skelton, President
-----------------------------------
Name/Title
25
<PAGE>
1. NAME OF REPORTING PERSON/S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DAVFAM II, Ltd. - TI# 76-0519077
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)( X )
(b)( )
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Texas - United States
5. SOLE VOTING POWER
NUMBER OF 9,257,959
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 9,257,959
WITH
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,257,959
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
None Excluded
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW-9
6.2%
12. TYPE OF REPORTING PERSON
PN
26
<PAGE>
Item 1.
(a) Name of Issuer: WINN-DIXIE STORES, INC.
(b) Address of Issuer's Principal Executive Offices:
5050 Edgewood Ct., Jacksonville, FL 32254-3699
Item 2.
(a) Name of Person Filing: DAVFAM II, Ltd.
(b) Address of Principal Business Office or, if none,
Residence:
910 Louisiana, Suite 3431, Houston, TX 77002
(c) Citizenship: Texas - United States
(d) Title of Class of Securities: COMMON STOCK
(e) CUSIP Number: 974280 10 9
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check
whether the person filing is a:
(a) ___Broker or Dealer registered under Section 15 of the Act
(b) ___Bank as defined in Section 3(a)(6) of the Act
(c) ___Insurance Company as defined in Section 3(a)(19) of
the Act
(d) ___Investment Company registered under Section 8 of the
Investment Company Act
(e) ___Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940
(f) ___Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund: see ss.24O.13d-
l(b)(ii)(F)
(g) ___Parent Holding Company, in accordance with ss.240.13d-
l(b)(ii)(G) (Note: See Item 7)
(h) ___Group, in accordance with ss.240.13d-1(b)(ii)(G)
Statement filed pursuant to Rule 12d-1(c).
Item 4. Ownership
The following ownership information is provided as of December 31,
1996. The reporting person does not have any current right to acquire additional
shares as such right is defined in Rule 13(d)(1).
(a) Amount Beneficially Owned 9,257,959
27
<PAGE>
(b) Percent of Class 6.2%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
9,257,959
(ii) shared power to vote or to direct the vote
-0-
(iii) sole power to dispose or to direct the disposition of
9,257,959
(iv) shared power to dispose or to direct the disposition of
-0-
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following ( ).
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company
N/A
Item 8. Identification and Classification of Members of the Group.
See Exhibit I for the identity of the group members filing this
schedule pursuant to Rule 13d-1(c).
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certification
N/A
28
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
2/14/97
-----------------------
Date
DAVFAM II, Ltd.
By: /s/ H. J. Skelton
-----------------------------------
Signature
By: SIVAD Investors II, L.L.C.
General Partner
H. J. Skelton, President
-----------------------------------
Name/Title
29
<PAGE>
1. NAME OF REPORTING PERSON/S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
T. Wayne Davis - SS# ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)( X )
(b)( )
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Florida - United States
5. SOLE VOTING POWER
NUMBER OF 692,910
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 50,628,456
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 692,910
WITH
8. SHARED DISPOSITIVE POWER
50,628,456
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,321,366
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
None Excluded
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW-9
34.1%
12. TYPE OF REPORTING PERSON
IN
30
<PAGE>
Item 1.
(a) Name of Issuer: WINN-DIXIE STORES, INC.
(b) Address of Issuer's Principal Executive Offices:
5050 Edgewood Ct., Jacksonville, FL 32254-3699
Item 2.
(a) Name of Person Filing: T. Wayne Davis
(b) Address of Principal Business Office or, if none,
Residence:
1910 San Marco Blvd., Jacksonville, FL 32207
(c) Citizenship: Florida - United States
(d) Title of Class of Securities: COMMON STOCK
(e) CUSIP Number: 974280 10 9
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check
whether the person filing is a:
(a) ___Broker or Dealer registered under Section 15 of the Act
(b) ___Bank as defined in Section 3(a)(6) of the Act
(c) ___Insurance Company as defined in Section 3(a)(19) of
the Act
(d) ___Investment Company registered under Section 8 of the
Investment Company Act
(e) ___Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940
(f) ___Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund: see ss.24O.13d-
l(b)(ii)(F)
(g) ___Parent Holding Company, in accordance with ss.240.13d-
l(b)(ii)(G) (Note: See Item 7)
(h) ___Group, in accordance with ss.240.13d-1(b)(ii)(G)
Statement filed pursuant to Rule 13d-1(c).
Item 4. Ownership
The following ownership information is provided as of December 31,
1996. The reporting person has the right to acquire additional shares as such
right is defined in Rule 13(d)(1). Such shares are included in this Item 4 and
are disclosed in Note (A) to Exhibit I hereto.
31
<PAGE>
(a) Amount Beneficially Owned 51,321,366
(b) Percent of Class 34.1%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
692,910
(ii) shared power to vote or to direct the vote
50,628,456
(iii) sole power to dispose or to direct the disposition of
692,910
(iv) shared power to dispose or to direct the disposition of
50,628,456
Item 5: Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following ( ).
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
See Exhibit I for the identity of the group members filing this
schedule pursuant to Rule 13d-1(c).
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certification
N/A
32
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
2/14/97
-----------------------
Date
/s/ H. Jay Skelton
------------------------------
Signature
T. Wayne Davis, Director
------------------------------
By: H. Jay Skelton,Attorney-in-Fact
Name/Title
33
<PAGE>
1. NAME OF REPORTING PERSON/S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
A. Dano Davis - SS# ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)( X )
(b)( )
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Florida - United States
5. SOLE VOTING POWER
NUMBER OF 1,577,284
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 50,274,755
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 1,577,284
WITH
8. SHARED DISPOSITIVE POWER
50,274,755
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,852,039
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
None Excluded
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW-9
34.4%
12. TYPE OF REPORTING PERSON
IN
34
<PAGE>
Item 1.
(a) Name of Issuer: WINN-DIXIE STORES, INC.
(b) Address of Issuer's Principal Executive Offices:
5050 Edgewood Ct., Jacksonville, FL 32254-3699
Item 2.
(a) Name of Person Filing: A. Dano Davis
(b) Address of Principal Business Office or, if none,
Residence:
5050 Edgewood Ct., Jacksonville, FL 32254-3699
(c) Citizenship: Florida - United States
(d) Title of Class of Securities: COMMON STOCK
(e) CUSIP Number: 974280 10 9
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check
whether the person filing is a:
(a) ___Broker or Dealer registered under Section 15 of the Act
(b) ___Bank as defined in Section 3(a)(6) of the Act
(c) ___Insurance Company as defined in Section 3(a)(19) of
the Act
(d) ___Investment Company registered under Section 8 of the
Investment Company Act
(e) ___Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940
(f) ___Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund: see ss.24O.13d-
l(b)(ii)(F)
(g) ___Parent Holding Company, in accordance with ss.240.13d-
l(b)(ii)(G) (Note: See Item 7)
(h) ___Group, in accordance with ss.240.13d-1(b)(ii)(G)
Statement filed pursuant to Rule 13d-1(c).
Item 4. Ownership
The following ownership information is provided as of December 31,
1996. The reporting person has the right to acquire additional shares as such
right is defined in Rule 13(d)(1). Such shares are included in this Item 4 and
are disclosed in Note (A) to Exhibit I hereto.
35
<PAGE>
(a) Amount Beneficially Owned 51,852,039
(b) Percent of Class 34.4%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
1,577,284
(ii) shared power to vote or to direct the vote
50,274,755
(iii) sole power to dispose or to direct the disposition of
1,577,284
(iv) shared power to dispose or to direct the disposition of
50,274,755
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following ( ).
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of th Group.
See Exhibit I for the identity of the group members filing this
schedule pursuant to Rule 13d-1(c).
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certification
N/A
36
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
2/14/97
-----------------------
Date
/s/ H. Jay Skelton
--------------------------------
Signature
A. Dano Davis, Director
---------------------------------
By: H. Jay Skelton, Attorney-in-Fact
Name/Title
37
<PAGE>
1. NAME OF REPORTING PERSON/S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert D. Davis - SS# ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)( X )
(b)( )
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Florida - United States
5. SOLE VOTING POWER
NUMBER OF 437,090
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 49,132,922
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 437,090
WITH
8. SHARED DISPOSITIVE POWER
49,132,922
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,570,012
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
None Excluded
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW-9
32.9%
12. TYPE OF REPORTING PERSON
IN
38
<PAGE>
Item 1.
(a) Name of Issuer: WINN-DIXIE STORES, INC.
(b) Address of Issuer's Principal Executive Offices:
5050 Edgewood Ct., Jacksonville, FL 32254-3699
Item 2.
(a) Name of Person Filing: Robert D. Davis
(b) Address of Principal Business Office or, if none,
Residence:
4310 Pablo Oaks Court, Jacksonville, FL 32224
(c) Citizenship: Florida - United States
(d) Title of Class of Securities: COMMON STOCK
(e) CUSIP Number: 974280 10 9
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check
whether the person filing is a:
(a) ___Broker or Dealer registered under Section 15 of the Act
(b) ___Bank as defined in Section 3(a)(6) of the Act
(c) ___Insurance Company as defined in Section 3(a)(19) of
the Act
(d) ___Investment Company registered under Section 8 of the
Investment Company Act
(e) ___Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940
(f) ___Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund: see ss.24O.13d-
l(b)(ii)(F)
(g) ___Parent Holding Company, in accordance with ss.240.13d-
l(b)(ii)(G) (Note: See Item 7)
(h) ___Group, in accordance with ss.240.13d-1(b)(ii)(G)
Statement filed pursuant to Rule 13d-1(c).
Item 4. Ownership
The following ownership information is provided as of December 31,
1996. The reporting person has the right to acquire additional shares as such
right is defined in Rule 13(d)(1). Such shares are included in this Item 4 and
are disclosed in Note (A) to Exhibit I hereto.
(a) Amount Beneficially Owned 49,570,012
39
<PAGE>
(b) Percent of Class 32.9%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
437,090
(ii) shared power to vote or to direct the vote
49,132,922
(iii) sole power to dispose or to direct the disposition of
437,090
(iv) shared power to dispose or to direct the disposition of
49,132,922
Item 5: Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following ( ).
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
See Exhibit I for the identity of the group members filing this
schedule pursuant to Rule 13d-1(c).
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certification
N/A
40
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
2/14/97
-----------------------
Date
/s/ H. Jay Skelton
----------------------------------
Signature
Robert D. Davis, Director
-----------------------------------
By: H. Jay Skelton, Attorney-in-Fact
Name/Title
41
<PAGE>
1. NAME OF REPORTING PERSON/S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles P. Stephens - SS# ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)( X )
(b)( )
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia - United States
5. SOLE VOTING POWER
NUMBER OF 237,216
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 50,936,212
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 237,216
WITH
8. SHARED DISPOSITIVE POWER
50,936,212
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,173,428
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES.
None Excluded
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW-9
34.0%
12. TYPE OF REPORTING PERSON
IN
42
<PAGE>
Item 1.
(a) Name of Issuer: WINN-DIXIE STORES, INC.
(b) Address of Issuer's Principal Executive Offices:
5050 Edgewood Ct., Jacksonville, FL 32254-3699
Item 2.
(a) Name of Person Filing: Charles P. Stephens
(b) Address of Principal Business Office or, if none,
Residence:
P. O. Box 2100, Peachtree City, GA 30269
(c) Citizenship: Georgia - United States
(d) Title of Class of Securities: COMMON STOCK
(e) CUSIP Number: 974280 10 9
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check
whether the person filing is a:
(a) ___Broker or Dealer registered under Section 15 of the Act
(b) ___Bank as defined in Section 3(a)(6) of the Act
(c) ___Insurance Company as defined in Section 3(a)(19) of
the Act
(d) ___Investment Company registered under Section 8 of the
Investment Company Act
(e) ___Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940
(f) ___Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund: see ss.24O.13d-
l(b)(ii)(F)
(g) ___Parent Holding Company, in accordance with ss.240.13d-
l(b)(ii)(G) (Note: See Item 7)
(h) ___Group, in accordance with ss.240.13d-1(b)(ii)(G)
Statement filed pursuant to Rule 13d-1(c).
Item 4. Ownership
The following ownership information is provided as of December 31,
1996. The reporting person has the right to acquire additional Shares as such
right is defined in Rule 13(d)(1). such shares are included in this Item 4 and
are disclosed in Note (A) to Exhibit I hereto.
(a) Amount Beneficially Owned 51,173,428
43
<PAGE>
(b) Percent of Class 34.0%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
237,216
(ii) shared power to vote or to direct the vote
50,936,212
(iii) sole power to dispose or to direct the disposition of
237,216
(iv) shared power to dispose or to direct the disposition of
50,936,212
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following ( ).
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
See Exhibit I for the identity of the group members filing this
schedule pursuant to Rule 13d-1(c).
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification
N/A
44
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
2/14/97
-----------------------
Date
/s/ H. Jay Skelton
----------------------------------
Signature
Charles P. Stephens, Director
----------------------------------
By: H. Jay Skelton, Attorney-in-Fact
Name/Title
45
<PAGE>
(A) A trust, formed on December 27, 1996, to which certain shareholders
of the issuer and DDI and all shareholders of Estuary Corporation
("Estuary"), ADSONS, Inc. ("ADSONS") and Spanish Grant Estates, Inc.
("collectively, the "Grantors") contributed their shares of such
corporations' stock in exchange for separate shares of beneficial
interest in the trust. As a result of such contributions of
securities by the Grantors, the trust has beneficial interest in
35.9% of the issuer's common stock. Such shares were held directly or
by affiliated limited partnerships and corporations on December 31,
1996. On January 2, 1997, the trust was terminated and the following
shares of the issuer's common stock, which were held directly by the
trust, were distributed to Grantors for which the following reporting
persons have sole or shared voting and dispositive powers.
Voting and
Dispositive Powers
Reporting --------- ----------
Person Sole Shared
---------- --------- ----------
TWD 524,439 230,578
DANO 1,108,491 1,090,104
RDD 209,148
CPS 1,065,924
DDI 1,645,400 (*)
--------- ----------
3,487,478 2,386,606
========= =========
(*) Also shared by TWD, DANO, RDD and CPS.
(B) Limited partnership of which SIVAD Investors, LLC, a Limited
Liability Corporation owned 99% by DDI and 1% by Estuary, is a 1%
general partner and DDI, Estuary, ADSONS and FND, Ltd. are 84.46%,
8.53%, 2.85% and 3.16% limited partners, respectively.
(C) Limited partnership of which SIVAD Investors II, LLC, a Limited
Liability Corporation owned 99% by DDI and 1% by Estuary, is a 1%
general partner and DDI, Estuary and ADSONS are 77.68%, 10.07%, and
11.25% limited partners, respectively.
46
<PAGE>
(D) A corporation, the common stock of which was held 89.93% by WMR, as
sole trustee of the DFS Trust, and 10.07% by other Davis family
entities at December 31, 1996. On January 2, 1997, the termination
date of the DFS Trust, such common stock was returned to the
Grantors. RDD, DANO, TWD and CPS are directors of such corporation
and have shared voting and dispositive powers for the shares held by
the corporation as well as shares held by DAVFAM and DAVFAM II.
(E) Limited partnership of which ADD Trust, which is included in the
estate of A . Darius Davis, is a 1% general and 79.23% limited
partner. RDD is one of the beneficiaries of the estate and RDD has
authority to replace the trustee of the ADD Trust. RODA Trust, a
revocable trust of which RDD is sole trustee and beneficiary, is a
7.66% limited partner and a corporation of which RODA Trust is a 50%
shareholder is a 1.98% general partner.
(F) A corporation which holds 100,000 shares of the issuer's common stock
and is 41.92% owned by Davis entities.
(G) Private charitable foundation of which RDD is a director and officer.
(H) Trusts of which RDD is sole trustee and RDD and his children are
beneficiaries, and his wife individually.
(I) Trusts FBO grandchildren of RDD of which a non-family party is
trustee.
(J) Irrevocable trusts of which DANO's sister is the trustee and her
children are beneficiaries.
(K) Private charitable foundation of which DANO, his wife, his sister and
his mother are directors and he is an officer.
(L) Revocable trust of which DANO is sole trustee and beneficiary.
(M) Trusts of which DANO is sole trustee or co-trustee with his sister,
and his mother, his sister and her children are the beneficiaries.
(N) Private charitable foundation of which DANO, TWD, RDD and CPS are
directors and RDD is an officer.
(O) Irrevocable trust of which MAD's daughter and a non-family party are
co-trustees and MAD's widow is the beneficiary.
(P) Irrevocable trusts of which CPS is co-trustee with his wife and his
wife and children are beneficiaries, CPS and CPS' wife, individually,
and his wife as custodian for his children.
(Q) TWD, individually, and a revocable trust of which TWD is sole trustee
and beneficiary.
(R) TWD's wife and TWD, as custodian for his children or grandchildren.
(S) Revocable trust of which TWD and his mother are co-trustees and his
mother is the beneficiary, and TWD's sister, individually.
(T) Private charitable foundation of which TWD is a director.
47
<PAGE>
<TABLE>
<CAPTION>
Exhibit I
OWNERS OF 5% OR MORE OF OUTSTANDING SHARES
DECEMBER 31, 1996
SOLE VOTING AND DISPOSITIVE POWER
- -----------------------------------------------------------------------------------------------------------------------------------
Total T. WAYNE A. DANO ROBERT CHARLES
No. of DAVIS DAVIS D. DAVIS P. STEPHENS
OWNER (**) Shares ("TWD") ("DANO") ("RDD") ("CPS")
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
DFS TRUST 7,873,591 (A) -- -- -- --
DAVFAM, LTD 35,132,800 (B) -- -- -- --
DAVFAM II, LTD 9,257,959 (C) -- -- -- --
D. D. I., INC 1,837,309 (D) -- -- -- --
ADFAM PARTNERS, LTD 7,846 (E) -- -- -- --
AMERICAN HERITAGE LIFE INVEST. CORP 41,916 (F) -- -- -- --
ADFAM CHARITIES, INC 22,752 (G) -- -- -- --
ADFAM CHARITIES, INC. , R.I 600 -- -- -- --
ADD FAMILY 86,008 -- -- -- --
RDD FAMILY AND TRUSTS 227,942 (H) -- -- 227,942 --
RDD GRANDCHILDREN'S TRUSTS 938 (I) -- -- -- --
JED FAMILY 233,850 (J) -- -- -- --
JED - WD CHARITIES, INC 35,572 (K) -- -- -- --
DANO TRUST 462,137 (L) -- 462,137 -- --
DANO TRUST REMAINDER INTEREST 1,800 -- 1,800 -- --
DANO FAMILY 1,856 -- 1,856 -- --
DANO TRUSTEE - JED FAMILY TRUSTS 50,355 (M) -- 3,000 -- --
VD - WD CHARITIES, INC 1,183,356 (N) -- -- -- --
VD - WD CHARITIES, INC., R.I 2,984 -- -- -- --
MAD'S WIDOW'S TRUST 753,650 (O) -- -- -- --
CPS FAMILY 1,005,780 (P) -- -- -- 237,216
TWD INDIVIDUALLY & REVOCABLE TRUST 146,763 (Q) 146,763 -- -- --
TWD FAMILY 18,854 (R) 18,854 -- -- --
OTHER FAMILY MEMBERS OF TWD 1,479,140 (S) -- -- -- --
TWD - WD CHARITIES, INC 24,000 (T) -- -- -- --
TWD-WD CHARITIES-PROFIT SHARING TRUST 1,000 1,000 -- -- --
TWD, DDI PROFIT SHARING PLAN 1,454 1,454 -- -- --
TWD, KEOGH PLAN 400 400 -- -- --
---------- ---------- ---------- ---------- ----------
59,892,612 168,471 468,793 227,942 237,216
========== ========== ========== ========== ==========
Percent of Class 39.78% 0.11% 0.31% 0.15% 0.16%
(*) Not included in totals.
(**) References to ADD, JED and MAD pertain to A. Darius Davis, James E. Davis
and M. Austin Davis, respectively. ADD, JED, MAD and Tine W. Davis
("Tine"), all of which were brothers and the founders of the issuer, are
deceased. RDD, DANO, TWD and CPS are the son of ADD, son of JED, son of
Tine, and son-in-law of MAD, respectively.
(***) References to WMR pertain to William M. Rich, trustee of the DFS Trust.
<PAGE>
Exhibit I
OWNERS OF 5% OR MORE OF OUTSTANDING SHARES
DECEMBER 31, 1996
SHARED VOTING
SOLE VOTING AND DISPOSITIVE POWER AND
- ----------------------------------------------------------------------------------------------------------- DISPOSITIVE POWER
Total DDI, DFS TRUST Other Family -----------------------
No. of INC. (*) WMR (***) Members Other Than
OWNER (**) Shares ("DDI") ("DFS") Owning DDI & DAVFAM DDI &
(A)(D) Less than 5% DAVFAM (*)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
DFS TRUST 7,873,591 (A) -- 7,873,591 -- -- --
DAVFAM, LTD 35,132,800 (B) 35,132,800 35,132,800 -- -- 35,132,800
DAVFAM II, LTD 9,257,959 (C) 9,257,959 9,257,959 -- -- 9,257,959
D. D. I., INC 1,837,309 (D) 1,837,309 1,837,309 -- -- 1,837,309
ADFAM PARTNERS, LTD 7,846 (E) -- -- -- 7,846 --
AMERICAN HERITAGE LIFE INVEST. CORP 41,916 (F) -- -- -- 41,916 --
ADFAM CHARITIES, INC 22,752 (G) -- -- -- 22,752 --
ADFAM CHARITIES, INC. , R.I 600 -- -- -- 600 --
ADD FAMILY 86,008 -- -- 86,008 -- --
RDD FAMILY AND TRUSTS 227,942 (H) -- -- -- -- --
RDD GRANDCHILDREN'S TRUSTS 938 (I) -- -- 938 -- --
JED FAMILY 233,850 (J) -- -- 233,850 -- --
JED - WD CHARITIES, INC 35,572 (K) -- -- -- 35,572 --
DANO TRUST 462,137 (L) -- -- -- -- --
DANO TRUST REMAINDER INTEREST 1,800 -- -- -- -- --
DANO FAMILY 1,856 -- -- -- -- --
DANO TRUSTEE - JED FAMILY TRUSTS 50,355 (M) -- -- -- 47,355 --
VD - WD CHARITIES, INC 1,183,356 (N) -- -- -- 1,183,356 --
VD - WD CHARITIES, INC., R.I 2,984 -- -- -- 2,984 --
MAD'S WIDOW'S TRUST 753,650 (O) -- -- 753,650 -- --
CPS FAMILY 1,005,780 (P) -- -- -- 768,564 --
TWD INDIVIDUALLY & REVOCABLE TRUST 146,763 (Q) -- -- -- -- --
TWD FAMILY 18,854 (R) -- -- -- -- --
OTHER FAMILY MEMBERS OF TWD 1,479,140 (S) -- -- 206,986 1,272,154 --
TWD - WD CHARITIES, INC 24,000 (T) -- -- -- 24,000 --
TWD-WD CHARITIES-PROFIT SHARING TRUST 1,000 -- -- -- -- --
TWD, DDI PROFIT SHARING PLAN 1,454 -- -- -- -- --
TWD, KEOGH PLAN 400 -- -- -- -- --
---------- ---------- ---------- ---------- ---------- ----------
59,892,612 46,228,068 54,101,659 1,281,432 3,407,099 46,228,068
========== ========== ========== ========== ========== ==========
Percent of Class 39.78% 30.70% 35.93% 0.85% 2.26% 30.70%
</TABLE>
(*) Not included in totals.
(**) References to ADD, JED and MAD pertain to A. Darius Davis, James E. Davis
and M. Austin Davis, respectively. ADD, JED, MAD and Tine W. Davis
("Tine"), all of which were brothers and the founders of the issuer, are
deceased. RDD, DANO, TWD and CPS are the son of ADD, son of JED, son of
Tine, and son-in-law of MAD, respectively.
(***) References to WMR pertain to William M. Rich, trustee of the DFS Trust.
