UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 10 )
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 ( ).
<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 42,268
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 47,873,468
WITH
8. SHARED DISPOSITIVE POWER
42,268
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,915,736
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
32.2%
12. TYPE OF REPORTING PERSON
CO
Page 2 of 49
<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)(H)
Statement filed pursuant to Rule 12d-1(c).
Item 4. Ownership
The following ownership information is provided as of December 31,
1997. 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.
Page 3 of 49
<PAGE>
(a) Amount Beneficially Owned 47,915,736
(b) Percent of Class 32.2%
(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
42,268
(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 42,268
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
Page 4 of 49
<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.
2/4/98
------------------------
Date
D.D.I., Inc.
By: /s/ H. J. Skelton
------------------------
Signature
H. J. Skelton, President
------------------------
Name/Title
Page 5 of 49
<PAGE>
1. NAME OF REPORTING PERSON/S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Davis Family Special Trust 1998- TI# 58-6357288
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 56,106,605
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 42,268
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 56,106,605
WITH
8. SHARED DISPOSITIVE POWER
42,268
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
56,148,873
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
37.8%
12. TYPE OF REPORTING PERSON
OO
Page 6 of 49
<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 1998
(b) Address of Principal Business Office or, if none,
Residence:
3060 Peachtree Road, Suite 920, Atlanta, GA 30305
(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)(H)
Statement filed pursuant to Rule 12d-1(c).
Item 4. Ownership
The following ownership information is provided as of December 31,
1997. The reporting person does not have any current right to acquire additional
shares as such right is defined in Rule 13(d)(1).
Page 7 of 49
<PAGE>
(a) Amount Beneficially Owned 56,148,873
(b) Percent of Class 37.8%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
56,106,605
(ii) shared power to vote or to direct the vote
42,268
(iii) sole power to dispose or to direct the
disposition of 56,106,605
(iv) shared power to dispose or to direct the
disposition of 42,268
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
Page 8 of 49
<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.
2/4/98
------------------------------------
Date
Davis Family Special Trust 1998
By: /s/ H. J. Skelton
------------------------------------
Signature
Stephen F. Carley, Trustee
------------------------------------
By: H. J. Skelton, Attorney-in-Fact*
Name/Title
*Power of Attorney previously filed with Form 3 for the Davis Family Special
Trust 1998 dated December 17, 1997.
Page 9 of 49
<PAGE>
1. NAME OF REPORTING PERSON/S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stephen F. Carley - 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 56,106,605
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 42,268
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 56,106,605
WITH
8. SHARED DISPOSITIVE POWER
42,268
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
56,148,873
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
37.8%
12. TYPE OF REPORTING PERSON
IN
Page 10 of 49
<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: Stephen F. Carley
(b) Address of Principal Business Office or, if none,
Residence:
3060 Peachtree Road, Suite 920, Atlanta, GA 30305
(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)(H)
Statement filed pursuant to Rule 12d-1(c).
Item 4. Ownership
The following ownership information is provided as of December 31,
1997. The reporting person does not have any current right to acquire additional
shares as such right is defined in Rule 13(d)(1).
Page 11 of 49
<PAGE>
(a) Amount Beneficially Owned 56,148,873
(b) Percent of Class 37.8%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
56,106,605
(ii) shared power to vote or to direct the vote
42,268
(iii) sole power to dispose or to direct the
disposition of 56,106,605
(iv) shared power to dispose or to direct the
disposition of 42,268
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
Page 12 of 49
<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.
2/4/98
------------------------------------
Date
By: /s/ H. J. Skelton
------------------------------------
Signature
Stephen F. Carley
------------------------------------
By: H. J. Skelton, Attorney-in-Fact*
Name/Title
*Power of Attorney previously filed with Form 3 for Stephen F. Carley dated
December 17, 1997.
Page 13 of 49
<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
23.6%
12. TYPE OF REPORTING PERSON
OO
Page 14 of 49
<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)(H)
Statement filed pursuant to Rule 12d-1(c).
Item 4. Ownership
The following ownership information is provided as of December 31,
1997. The reporting person does not have any current right to acquire additional
shares as such right is defined in Rule 13(d)(1).
Page 15 of 49
<PAGE>
(a) Amount Beneficially Owned 35,132,800
(b) Percent of Class 23.6%
(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
Page 16 of 49
<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.
2/4/98
------------------------
Date
SIVAD Investors, L.L.C.
By: /s/ H. J. Skelton
------------------------
Signature
H. J. Skelton, President
------------------------
Name/Title
Page 17 of 49
<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
23.6%
12. TYPE OF REPORTING PERSON
PN
Page 18 of 49
<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)(H)
Statement filed pursuant to Rule 12d-1(c).
Item 4. Ownership
The following ownership information is provided as of December 31,
1997. The reporting person does not have any current right to acquire additional
shares as such right is defined in Rule 13(d)(1).
Page 19 of 49
<PAGE>
(a) Amount Beneficially Owned 35,132,800
(b) Percent of Class 23.6%
(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
Page 20 of 49
<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.
2/4/98
------------------------
Date
DAVFAM, Ltd.
By: /s/ H. J. Skelton
------------------------
Signature
By: SIVAD Investors, L.L.C.
General Partner
H. J. Skelton, President
------------------------
Name/Title
Page 21 of 49
<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
Page 22 of 49
<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)(H)
Statement filed pursuant to Rule 12d-1(c).
Item 4. Ownership
The following ownership information is provided as of December 31,
1997. The reporting person does not have any current right to acquire additional
shares as such right is defined in Rule 13(d)(1).
Page 23 of 49
<PAGE>
(a) Amount Beneficially Owned 9,257,959
(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
Page 24 of 49
<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.
2/4/98
------------------------
Date
SIVAD Investors II, L.L.C.
By: /s/ H. J. Skelton
------------------------
Signature
H. J. Skelton, President
------------------------
Name/Title
Page 25 of 49
<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
Page 26 of 49
<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)(H)
Statement filed pursuant to Rule 12d-1(c).
Item 4. Ownership
The following ownership information is provided as of December 31,
1997. The reporting person does not have any current right to acquire additional
shares as such right is defined in Rule 13(d)(1).
Page 27 of 49
<PAGE>
(a) Amount Beneficially Owned 9,257,959
(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
Page 28 of 49
<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.
2/4/98
------------------------
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
Page 29 of 49
<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 698,433
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 50,561,024
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 698,433
WITH
8. SHARED DISPOSITIVE POWER
50,561,024
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,259,457
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
34.5%
12. TYPE OF REPORTING PERSON
IN
Page 30 of 49
<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)(H)
Statement filed pursuant to Rule 13d-1(c).
Item 4. Ownership
The following ownership information is provided as of December 31,
1997. 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.
Page 31 of 49
<PAGE>
(a) Amount Beneficially Owned 51,259,457
(b) Percent of Class 34.5%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
698,433
(ii) shared power to vote or to direct the vote
50,561,024
(iii) sole power to dispose or to direct the
disposition of 698,433
(iv) shared power to dispose or to direct the
disposition of 50,561,024
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
Page 32 of 49
<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.
2/4/98
----------------------------------
Date
/s/ H. J. Skelton
----------------------------------
Signature
T. Wayne Davis, Director
----------------------------------
By: H. J. Skelton,Attorney-in-Fact
Name/Title
Page 33 of 49
<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 1,612,836
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 50,202,859
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 1,612,836
WITH
8. SHARED DISPOSITIVE POWER
50,202,859
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,815,695
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
34.8%
12. TYPE OF REPORTING PERSON
IN
Page 34 of 49
<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)(H)
Statement filed pursuant to Rule 13d-1(c).
Item 4. Ownership
The following ownership information is provided as of December 31,
1997. 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.
Page 35 of 49
<PAGE>
(a) Amount Beneficially Owned 51,815,695
(b) Percent of Class 34.8%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
1,612,836
(ii) shared power to vote or to direct the vote
50,202,859
(iii) sole power to dispose or to direct the
disposition of 1,612,836
(iv) shared power to dispose or to direct the
disposition of 50,202,859
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
Page 36 of 49
<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.
2/4/98
-------------------------------
Date
/s/ H. J. Skelton
-------------------------------
Signature
A. Dano Davis, Director
-------------------------------
By: H. J. Skelton, Attorney-in-Fact
Name/Title
Page 37 of 49
<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 437,264
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 49,065,774
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 437,264
WITH
8. SHARED DISPOSITIVE POWER
49,065,774
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,503,038
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
33.3%
12. TYPE OF REPORTING PERSON
IN
Page 38 of 49
<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)(H)
Statement filed pursuant to Rule 13d-1(c).
Item 4. Ownership
The following ownership information is provided as of December 31,
1997. 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.
Page 39 of 49
<PAGE>
(a) Amount Beneficially Owned 49,503,038
(b) Percent of Class 33.3%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
437,264
(ii) shared power to vote or to direct the vote
49,065,774
(iii) sole power to dispose or to direct the
disposition of 437,264
(iv) shared power to dispose or to direct the
disposition of 49,065,774
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
Page 40 of 49
<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.
2/4/98
-----------------------------------
Date
/s/ H. J. Skelton
-----------------------------------
Signature
Robert D. Davis, Director
-----------------------------------
By: H. J. Skelton, Attorney-in-Fact
Name/Title
Page 41 of 49
<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 206,895
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 49,842,601
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 206,895
WITH
8. SHARED DISPOSITIVE POWER
49,842,601
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,049,496
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
33.7%
12. TYPE OF REPORTING PERSON
IN
Page 42 of 49
<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)(H)
Statement filed pursuant to Rule 13d-1(c).
Item 4. Ownership
The following ownership information is provided as of December 31, 1997. 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.
Page 43 of 49
<PAGE>
(a) Amount Beneficially Owned 50,049,496
(b) Percent of Class 33.7%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
206,895
(ii) shared power to vote or to direct the vote
49,842,601
(iii) sole power to dispose or to direct the
disposition of 206,895
(iv) shared power to dispose or to direct the
disposition of 49,842,601
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
Page 44 of 49
<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.
2/4/98
-----------------------------------
Date
/s/ H. J. Skelton
-----------------------------------
Signature
Charles P. Stephens, Director
-----------------------------------
By: H. J. Skelton, Attorney-in-Fact
Name/Title
Page 45 of 49
<PAGE>
<TABLE>
<CAPTION>
OWNERS OF 5% OR MORE OF OUTSTANDING SHARES Exhibit I
DECEMBER 31, 1997
SOLE VOTING AND DISPOSITIVE POWER
---------------------------------
Total T. WAYNE A. DANO ROBERT
No. of DAVIS DAVIS D. DAVIS
OWNER (**) Shares ("TWD") ("DANO") ("RDD")
- ------------------------------------ ---------- ------- ------- -------
<S> <C> <C> <C> <C>
DFS TRUST 1998 9,878,537 (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 42,268 (F) --- -- --
ADFAM CHARITIES, INC 5,852 (G) --- -- --
ADD FAMILY 86,008 --- -- --
RDD FAMILY AND TRUSTS 227,627 (H) --- -- 227,616
DDS FAMILY 233,850 (I) --- -- --
JED - WD CHARITIES, INC 12,572 (J) --- -- --
DANO FAMILY AND TRUSTS 463,493 (K) --- 463,493 --
DANO TRUSTEE - JED FAMILY TRUSTS 49,307 (L) --- 3,000 --
VD - WD CHARITIES, INC 1,136,340 (M) --- -- --
CPS FAMILY 1,006,351 (N) --- -- --
TWD FAMILY 188,814 (O) 188,814 -- --
OTHER FAMILY MEMBERS OF TWD 225,936 (P) --- -- --
TWD - WD CHARITIES, INC 24,000 (Q) --- -- --
TWD - RETIREMENT PLANS 2,996 2,996 -- --
---------- ------- ------- -------
59,819,865 191,810 466,493 227,616
========== ======= ======= =======
Percent of Class 40.23% 0.13% 0.31% 0.15%
</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, sone of
Tine, and son-in-law of MAD, respectively.
(***) References to SFC pertain to Stephen F. Carley, trustee of DFS Trust
1998.
Page 46 of 49
<TABLE>
<CAPTION>
<PAGE>
OWNERS OF 5% OR MORE OF OUTSTANDING SHARES Exhibit I
DECEMBER 31, 1997
SHARED VOTING
SOLE VOTING AND DISPOSITIVE POWER AND DISPOSITIVE POWER
------------------------------------------------ ---------------------
CHARLES DDI, DFS TRUST 1998 Other Family
P. STEPHENS INC.(*) SFC (***) Members Owning Other Than DDI &
OWNER (**) ("CPS") ("DDI") ("DFS") Less than 5% DDI & DAVFAM DAVFAM(*)
(A)(D)
- ------------------------------------- ------- ---------- ---------- ------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
DFS TRUST 1998 -- -- 9,878,537 -- -- --
DAVFAM, LTD -- 35,132,800 35,132,800 -- -- 35,132,800
DAVFAM II, LTD -- 9,257,959 9,257,959 -- -- 9,257,959
D. D. I., INC -- 1,837,309 1,837,309 -- -- 1,837,309
ADFAM PARTNERS, LTD -- -- -- -- 7,846 --
AMERICAN HERITAGE LIFE INVEST. CORP -- -- -- -- 42,268 --
ADFAM CHARITIES, INC -- -- -- -- 5,852 --
ADD FAMILY -- -- -- 86,008 -- --
RDD FAMILY AND TRUSTS -- -- -- 11 -- --
DDS FAMILY -- -- -- 233,850 -- --
JED - WD CHARITIES, INC -- -- -- -- 12,572 --
DANO FAMILY AND TRUSTS -- -- -- -- -- --
DANO TRUSTEE - JED FAMILY TRUSTS -- -- -- -- 46,307 --
VD - WD CHARITIES, INC -- -- -- -- 1,136,340 --
CPS FAMILY 206,895 -- -- 36,975 762,481 --
TWD FAMILY -- -- -- -- -- --
OTHER FAMILY MEMBERS OF TWD -- -- -- 208,546 17,390 --
TWD - WD CHARITIES, INC -- -- -- -- 24,000 --
TWD - RETIREMENT PLANS -- -- -- -- -- --
------- ---------- ---------- ------- --------- ----------
206,895 46,228,068 56,106,605 565,390 2,055,056 46,228,068
======= ========== ========== ======= ========= ==========
Percent of Class 0.14% 31.09% 37.73% 0.38% 1.38% 31.09%
</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, sone of
Tine, and son-in-law of MAD, respectively.
(***) References to SFC pertain to Stephen F. Carley, trustee of DFS Trust
1998.
Page 47 of 49
<PAGE>
(A) A trust, formed on December 17, 1997, to which certain shareholders of the
issuer and DDI and all shareholders of Estuary Corporation ("Estuary") and
ADSONS, Inc. ("ADSONS") (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 37.76% of
the issuer's common stock. Such shares were held directly or by affiliated
limited partnerships and corporations on December 31, 1997. On January 5,
1998, 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 506,623 1,467,558
DANO 1,146,343 1,091,904
RDD 209,648
CPS 28,044
DDI 1,645,400(*)
--------- ---------
3,508,014 2,587,506
========= =========
(*) 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.
(D) A corporation, the common stock of which was held 90.07% by SFC, as sole
trustee of the DFS Trust 1998, and 9.93% by other Davis family entities at
December 31, 1997. On January 5, 1998, the termination date of DFS Trust
1998, 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 7.51% 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 42.27% 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, his wife individually and a trust FBO a grandchild of RDD of
which a non-family party is trustee.
(I) Irrevocable trusts of which DANO's sister is the trustee and her children
are beneficiaries.
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(J) Private charitable foundation of which DANO, his wife, his sister and his
mother are directors and he is an officer.
(K) Revocable trust of which DANO is sole trustee and beneficiary and DANO's
wife, individually.
(L) Trusts of which DANO is sole trustee or co-trustee with his sister, and his
mother and his sister are the beneficiaries.
(M) Private charitable foundation of which DANO, TWD, RDD and CPS are directors
and RDD is an officer.
(N) Irrevocable trust of which CPS is co-trustee with his wife and his wife is
beneficiary, CPS, CPS' wife and CPS' son, individually, and his wife as
custodian for his son.
(O) TWD, individually, a revocable trust of which TWD is sole trustee and
beneficiary, TWD's wife and TWD, as custodian for his child and
grandchildren.
(P) Revocable trust of which TWD and his mother are co-trustees and his mother
is the beneficiary, and TWD's sister, individually.
(Q) Private charitable foundation of which TWD is a director.
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