UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 11 )
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 42,065
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 47,873,468
WITH
8. SHARED DISPOSITIVE POWER
42,065
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,915,533
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
32.24%
12. TYPE OF REPORTING PERSON
CO
page 2 of 48
<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 '24O.13d-l(b)(ii)(F)
(g) ___Parent Holding Company, in accordance with '240.13d-l(b)(ii)(G)
(Note: See Item 7)
(h) Group, in accordance with '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, 1998.
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 48
<PAGE>
(a) Amount Beneficially Owned 47,915,533
(b) Percent of Class 32.24%
(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 42,065
(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 42,065
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 48
<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.
2/5/99
-----------------------------
Date
D.D.I., Inc.
By: /s/ H. J. Skelton
-----------------
Signature
H. J. Skelton, President
------------------------
Name/Title
page 5 of 48
<PAGE>
1. NAME OF REPORTING PERSON/S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Davis Family Special Trust 1999- TI# 59-7137620
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 56,088,754
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 42,065
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 56,088,754
WITH
8. SHARED DISPOSITIVE POWER
42,065
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
56,130,819
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
37.77%
12. TYPE OF REPORTING PERSON
OO
page 6 of 48
<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 1999
(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 '24O.13d-l(b)(ii)(F)
(g) ___Parent Holding Company, in accordance with '240.13d-l(b)(ii)(G)
(Note: See Item 7)
(h) Group, in accordance with '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, 1998.
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 48
<PAGE>
(a) Amount Beneficially Owned 56,130,819
(b) Percent of Class 37.77%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 56,088,754
(ii) shared power to vote or to direct the vote 42,065
(iii)sole power to dispose or to direct the disposition of 56,088,754
(iv) shared power to dispose or to direct the disposition of 42,065
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 48
<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.
2/5/99
-----------------------------
Date
Davis Family Special Trust 1999
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 1999 dated December 21, 1998.
page 9 of 48
<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 56,088,754
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 42,065
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 56,088,754
WITH
8. SHARED DISPOSITIVE POWER
42,065
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
56,130,819
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
37.77%
12. TYPE OF REPORTING PERSON
IN
page 10 of 48
<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 '24O.13d-l(b)(ii)(F)
(g) ___Parent Holding Company, in accordance with '240.13d-l(b)(ii)(G)
(Note: See Item 7)
(h) Group, in accordance with '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, 1998.
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 48
<PAGE>
(a) Amount Beneficially Owned 56,130,819
(b) Percent of Class 37.77%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 56,088,754
(ii) shared power to vote or to direct the vote 42,065
(iii) sole power to dispose or to direct the disposition of 56,088,754
(iv) shared power to dispose or to direct the disposition of 42,065
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 48
<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.
2/5/99
------------------
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 21, 1998.
page 13 of 48
<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
23.64%
12. TYPE OF REPORTING PERSON
OO
page 14 of 48
<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 '24O.13d-l(b)(ii)(F)
(g) ___Parent Holding Company, in accordance with '240.13d-l(b)(ii)(G)
(Note: See Item 7)
(h) Group, in accordance with '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, 1998.
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 48
<PAGE>
(a) Amount Beneficially Owned 35,132,800
(b) Percent of Class 23.64%
(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 48
<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.
2/5/99
---------------------
Date
SIVAD Investors, L.L.C.
By: /s/ H. J. Skelton
-----------------
Signature
H. J. Skelton, President
------------------------
Name/Title
page 17 of 48
<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
23.64%
12. TYPE OF REPORTING PERSON
PN
page 18 of 48
<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 '24O.13d-l(b)(ii)(F)
(g) ___Parent Holding Company, in accordance with '240.13d-l(b)(ii)(G)
(Note: See Item 7)
(h) Group, in accordance with '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, 1998.
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 48
<PAGE>
(a) Amount Beneficially Owned 35,132,800
(b) Percent of Class 23.64%
(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 48
<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.
2/5/99
----------
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 48
<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
6.23%
12. TYPE OF REPORTING PERSON
OO
page 22 of 48
<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 '24O.13d-l(b)(ii)(F)
(g) ___Parent Holding Company, in accordance with '240.13d-l(b)(ii)(G)
(Note: See Item 7)
(h) Group, in accordance with '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, 1998.
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 48
<PAGE>
(a) Amount Beneficially Owned 9,257,959
(b) Percent of Class 6.23%
(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 48
<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.
2/5/99
----------
Date
SIVAD Investors II, L.L.C.
By: /s/ H. J. Skelton
-----------------
Signature
H. J. Skelton, President
------------------------
Name/Title
page 25 of 48
<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
6.23%
12. TYPE OF REPORTING PERSON
PN
page 26 of 48
<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 '24O.13d-l(b)(ii)(F)
(g) ___Parent Holding Company, in accordance with '240.13d-l(b)(ii)(G)
(Note: See Item 7)
(h) Group, in accordance with '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, 1998.
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 48
<PAGE>
(a) Amount Beneficially Owned 9,257,959
(b) Percent of Class 6.23%
(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 48
<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.
2/5/99
---------------
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 48
<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 724,435
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 50,425,932
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 724,435
WITH
8. SHARED DISPOSITIVE POWER
50,425,932
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,150,367
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
34.41%
12. TYPE OF REPORTING PERSON
IN
page 30 of 48
<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 '24O.13d-l(b)(ii)(F)
(g) ___Parent Holding Company, in accordance with '240.13d-l(b)(ii)(G)
(Note: See Item 7)
(h) Group, in accordance with '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, 1998.
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 48
<PAGE>
(a) Amount Beneficially Owned 51,150,367
(b) Percent of Class 34.41%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 724,435
(ii) shared power to vote or to direct the vote 50,425,932
(iii) sole power to dispose or to direct the disposition of 724,435
(iv) shared power to dispose or to direct the disposition of 50,425,932
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 48
<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.
2/5/99
-----------
Date
/s/ H. J. Skelton
-------------
Signature
T. Wayne Davis, Director
------------------------
By: H. J. Skelton,Attorney-in-Fact
Name/Title
page 33 of 48
<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 1,569,724
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 50,093,322
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 1,569,724
WITH
8. SHARED DISPOSITIVE POWER
50,093,322
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,663,046
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
34.76%
12. TYPE OF REPORTING PERSON
IN
page 34 of 48
<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 '24O.13d-l(b)(ii)(F)
(g) ___Parent Holding Company, in accordance with '240.13d-l(b)(ii)(G)
(Note: See Item 7)
(h) Group, in accordance with '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, 1998.
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 48
<PAGE>
(a) Amount Beneficially Owned 51,663,046
(b) Percent of Class 34.76%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 1,569,724
(ii) shared power to vote or to direct the vote 50,093,322
(iii) sole power to dispose or to direct the disposition of 1,569,724
(iv) shared power to dispose or to direct the disposition of 50,093,322
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 48
<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.
2/5/99
Date
/s/ H. J. Skelton
-------------
Signature
A. Dano Davis, Director
-----------------------
By: H. J. Skelton, Attorney-in-Fact
Name/Title
page 37 of 48
<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 435,617
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 48,980,319
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 435,617
WITH
8. SHARED DISPOSITIVE POWER
48,980,319
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,415,936
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
33.25%
12. TYPE OF REPORTING PERSON
IN
page 38 of 48
<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 '24O.13d-l(b)(ii)(F)
(g) ___Parent Holding Company, in accordance with '240.13d-l(b)(ii)(G)
(Note: See Item 7)
(h) Group, in accordance with '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, 1998.
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 48
<PAGE>
(a) Amount Beneficially Owned 49,415,936
(b) Percent of Class 33.25%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 435,617
(ii) shared power to vote or to direct the vote 48,980,319
(iii) sole power to dispose or to direct the disposition of 435,617
(iv) shared power to dispose or to direct the disposition of 48,980,319
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 48
<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.
2/5/99
--------------
Date
/s/ H. J. Skelton
-------------
Signature
Robert D. Davis, Director
-------------------------
By: H. J. Skelton, Attorney-in-Fact
Name/Title
page 41 of 48
<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 207,805
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 49,762,398
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 207,805
WITH
8. SHARED DISPOSITIVE POWER
49,762,398
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,970,203
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
33.62%
12. TYPE OF REPORTING PERSON
IN
page 42 of 48
<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 '24O.13d-l(b)(ii)(F)
(g) ___Parent Holding Company, in accordance with '240.13d-l(b)(ii)(G)
(Note: See Item 7)
(h) Group, in accordance with '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, 1998.
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 48
<PAGE>
(a) Amount Beneficially Owned 49,970,203
(b) Percent of Class 33.62%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 207,805
(ii) shared power to vote or to direct the vote 49,762,398
(iii) sole power to dispose or to direct the disposition of 207,805
(iv) shared power to dispose or to direct the disposition of 49,762,398
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 48
<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.
2/5/99
Date
/s/ H. J. Skelton
-------------
Signature
Charles P. Stephens, Director
-----------------------------
By: H. J. Skelton, Attorney-in-Fact
Name/Title
page 45 of 48
<PAGE>
<TABLE>
<CAPTION>
OWNERS OF 5% OR MORE OF OUTSTANDING SHARES Exhibit I
DECEMBER 31, 1998
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> <C>
DFS TRUST 1999 9,860,686 (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 42,065 (F) --- -- --
ADFAM CHARITIES, INC 600 (G) --- -- --
ADD FAMILY 86,008 --- -- --
RDD FAMILY AND TRUSTS 226,009 (H) --- -- 225,969
FLODOT, L.L.C. 30,000 (I) --- -- --
JED - WD CHARITIES, INC 12,572 (J) --- -- --
DANO FAMILY AND TRUSTS 463,493 (K) --- 463,493 --
DANO TRUSTEE - JED FAMILY TRUSTS 49,973 (L) --- 3,000 --
VD - WD CHARITIES, INC 1,056,340 (M) --- -- --
CPS FAMILY 1,007,261 (N) --- -- --
TWD FAMILY 192,007 (O) 192,007 -- --
OTHER FAMILY MEMBERS OF TWD 212,745 (P) --- -- --
TWD - WD CHARITIES, INC 24,000 (Q) --- -- --
TWD - RETIREMENT PLANS 3,120 3,120 -- --
---------- ------- ------- -------
59,502,793 195,127 466,493 225,969
========== ======= ======= =======
Percent of Class 40.03% 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, son of
Tine, and son-in-law of MAD, respectively.
(***) References to SFC pertain to Stephen F. Carley, trustee of DFS Trust
1999.
<TABLE>
<CAPTION>
<PAGE>
OWNERS OF 5% OR MORE OF OUTSTANDING SHARES Exhibit I
DECEMBER 31, 1998
SHARED VOTING
SOLE VOTING AND DISPOSITIVE POWER AND DISPOSITIVE POWER
------------------------------------------------ ---------------------
CHARLES DDI, DFS TRUST 1999 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 1999 -- -- 9,860,686 -- -- --
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 -- -- -- -- 42,065 --
ADFAM CHARITIES, INC -- -- -- -- 600 --
ADD FAMILY -- -- -- 86,008 -- --
RDD FAMILY AND TRUSTS -- -- -- 40 -- --
FLODOT, L.L.C. -- -- -- -- 30,000 --
JED - WD CHARITIES, INC -- -- -- -- 12,572 --
DANO FAMILY AND TRUSTS -- -- -- -- -- --
DANO TRUSTEE - JED FAMILY TRUSTS -- -- -- -- 46,973 --
VD - WD CHARITIES, INC -- -- -- -- 1,056,340 --
CPS FAMILY 207,805 -- -- 36,975 762,481 --
TWD FAMILY -- -- -- -- -- --
OTHER FAMILY MEMBERS OF TWD -- -- -- 212,745 -- --
TWD - WD CHARITIES, INC -- -- -- -- 24,000 --
TWD - RETIREMENT PLANS -- -- -- -- -- --
------- ---------- ---------- ------- --------- ----------
207,805 46,228,068 56,088,754 335,768 1,982,877 46,228,068
======= ========== ========== ======= ========= ==========
Percent of Class 0.14% 31.10% 37.74% 0.23% 1.33% 31.10%
</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
1999.
page 46 of 48
<PAGE>
(A) A trust, formed on December 16, 1998, 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 37.77% of
the issuer's common stock. Such shares were held directly or by affiliated
limited partnerships and corporations on December 31, 1998. On January 4,
1999, 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 529,308 1,430,059
DANO 1,103,231 1,061,904
RDD 209,648
CPS 28,044
DDI 1,645,400(*)
--------- ---------
3,487,587 2,520,007
========= =========
(*) 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 90.05% by SFC, as sole
trustee of the DFS Trust 1999, and 9.95% by other Davis family entities at
December 31, 1998. On January 4, 1999, the termination date of DFS Trust
1999, 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 7.32% 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 42.06% 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, RDD and his wife each individually and a trust FBO a
grandchild of RDD of which a non-family party is trustee.
(I) Limited Liability Corporation controlled by DANO's sister and her five
children.
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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 CPS' wife as
custodian for CPS' 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) TWD's sisters and their spouses, individually.
(Q) Private charitable foundation of which TWD is a director.
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