As filed with the Securities and Exchange Commission on November 21, 2000
Registration No. 333-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
WINN-DIXIE STORES, INC.
(Exact name of registrant as specified in its charter)
Florida 59-0514290
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5050 Edgewood Court, Jacksonville, Florida 32254-3699
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (904) 783-5000
REVISED WINN-DIXIE STOCK PURCHASE PLAN FOR EMPLOYEES
(Full title of the plan)
E. Ellis Zahra, Jr.
Senior Vice President and General Counsel
Winn-Dixie Stores, Inc.
Box B, General Mail Center
Jacksonville, Florida 32203-0297
(904) 783-5000
(Name, address and telephone number of agent for service)
-----------------------
Copies to:
Linda Y. Kelso
Foley & Lardner
200 Laura Street
Jacksonville, Florida 32202
-----------------------
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to Proposed Proposed Amount of
to be Registered be Registered(1) Maximum Offering Maximum Aggregate Registration
Price Per Share(2) Offering Price(2) Fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock, $1.00 4,000,000 shares $20.72 $82,880,000 $21,880.32
par value
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
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1 Plus such indeterminate number of additional shares as may become
available for sale pursuant to the anti-dilution provisions of such
Plan.
2 Pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933,
an amended, the registration fee for the 4,000,000 shares covered by
this registration statement and reserved for future grants under the
plan has been calculated on the basis of $20.72 per share, the average
of the high and low prices of the registrant's common stock as reported
on the New York Stock Exchange on November 15, 2000.
This Registration statement is being filed pursuant to Instruction E of
Form S-8 and incorporates by reference those Registration Statements previously
filed on Form S-8 (Registration Nos. 33-63183 and 333-14059).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Jacksonville, State of Florida, on the 17 day of
November, 2000.
WINN-DIXIE STORES, INC.
(Registrant)
A. DANO DAVIS
---------------
A. Dano Davis
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
(Signature) (Title) (Date)
----------- ----- ----
A. DANO DAVIS Chairman of the Board November 17, 2000
-------------------
A. Dano Davis
ALLEN R. ROWLAND President, Chief Executive November 17, 2000
------------------- Officer and
Allen R. Rowland Director
(Principal Executive Officer)
RICHARD P. MCCOOK Senior Vice President and Chief November 17, 2000
-------------------
Richard P. McCook Financial Officer
(Principal Financial Officer)
D. MICHAEL BYRUM Controller and Chief November 17, 2000
------------------- Accounting Officer
D. Michael Byrum (Principal Accounting Officer)
ARMANDO M. CODINA Director November 17, 2000
-------------------
Armando M. Codina
T. WAYNE DAVIS, JR. Director November 17, 2000
-------------------
T. Wayne Davis, Jr.
RADFORD D. LOVETT Director November 17, 2000
-------------------
Radford D. Lovett
JULIA B. NORTH Director November 17, 2000
-------------------
Julia B. North
CARLETON T. RIDER Director November 17, 2000
-------------------
Carleton T. Rider
CHARLES P. STEPHENS Director November 17, 2000
-------------------
Charles P. Stephens
RONALD TOWNSEND Director November 17, 2000
-------------------
Ronald Townsend
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EXHIBIT INDEX
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Exhibit
Number Description of Exhibit Incorporated by Reference From
4.1 Restated Articles of Incorporation as filed with Previously filed as Exhibit 3.1 to Form 10-K
the Secretary of State of Florida for the year ended June 30, 1993, which
Exhibit is herein incorporated by reference.
4.1.1 Amendment adopted October 7, 1992, to Restated Previously filed as Exhibit 3.1.1 to Form 10-K
Articles of Incorporation. for the year ended June 30, 1993, which
Exhibit is herein incorporated by reference.
4.1.2 Amendment adopted October 5, 1994, to Restated Previously filed as Exhibit 3.1.2 to Form 10-Q
Articles of Incorporation. for the quarter ended January 11, 1995, which
Exhibit is herein incorporated by reference.
4.1.3 Amendment adopted October 1, 1997, to Restated Previously filed as Exhibit 3.1.3 to Form 10-Q
Articles of Incorporation. for the quarter ended September 17, 1997,
which Exhibit is herein incorporated by
reference.
4.2 Restated By-Laws of the Registrant as amended Previously filed as Exhibit 3.2 to Form 10-K
through June 15, 2000. for the year ended June 28, 2000, which
Exhibit is herein incorporated by reference.
4.3 Revised Stock Purchase Plan for Employees as
amended to date
5.1 Opinion of Foley & Lardner
23.1 Consent of KPMG LLP
23.2 Consent of Foley & Lardner (included in Exhibit
5.1)
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