As filed with the Securities and Exchange Commission on August 22, 2000
Registration No. 333-
UNITED STATES 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
WINN-DIXIE STORES, INC. STOCK OPTION AGREEMENT FOR ALLEN R. ROWLAND
WINN-DIXIE STORES, INC. RETENTION AND ATTRACTION PROGRAM PLAN CONSISTING OF
STOCK OPTION AGREEMENTS
FOR CERTAIN EMPLOYEES
(Full title of the plans)
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:
Michael B. Kirwan
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
50 N. Laura Street
Suite 2800
Jacksonville, Florida 32202
--------------------
CALCULATION OF REGISTRATION FEE
[GRAPHIC OMITTED]
Proposed Proposed Amount of
Title of Securities Amount to Maximum Maximum Registration
to be Registered be Offering Aggregate Fee
Common Stock, $1.00 Registered(1) Price Per Offering
par value Share(2) Price(2)
500,000 $ 27.00 $13,500,000.00
530,836 20.00 10,616,720.00
5,000 17.5625 87,812.50 $ 9,009.41
10,000 17.375 173,750.00
90,000 16.625 1,496,250.00
3,000 15.00 45,000.00
561,164 14.625 8,207,023.50
[GRAPHIC OMITTED]
(1) The Securities to be registered include 500,000 shares of Common Stock
issuable under the individual stock option agreement listed above and
1,200,000 issuable under the stock option agreements comprising the
retention and attraction program (the "Option Agreements"), plus such
indeterminate number of additional shares as may become available for sale
pursuant to the anti-dilution provisions of such Option Agreements.
(2) Pursuant to Rule 457(h), the offering price has been calculated on the
basis of the exercise price of the options awarded under the Option
Agreements. [GRAPHIC OMITTED]
The exhibit index is located on page 8 pursuant to the sequential numbering
system.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information required by Part I have been
sent or given to the individuals set forth in the option agreements included as
exhibits herein pursuant to Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act of 1933").
A description of the Registrant's Common Stock is included in the
documents containing the information required by Part I.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
------ ---------------------------------------
There are hereby incorporated by reference in this Registration
Statement the following documents heretofore filed with the Commission pursuant
to the Securities Exchange Act of 1934, as amended (the "Securities Exchange Act
of 1934") (Commission File Number 1-3657):
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended June 28, 2000, which sets forth the Registrant's
audited consolidated financial statements and schedules for
such fiscal year.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment that indicates that all securities offered
have been sold or that deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Prospectus and to be a part
thereof from the date of filing of such documents.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein (or in any other subsequently filed document
that also is or is deemed to be incorporated by reference herein) modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed to constitute a part hereof except as so modified or superseded.
Item 4. Description of Securities.
------ -------------------------
Not Applicable
Item 5. Interests of Named Experts and Counsel.
------ --------------------------------------
Not Applicable
2
<PAGE>
Item 6. Indemnification of Directors and Officers.
------ -----------------------------------------
Under the provisions of Section 607.0850, Florida Statutes, the
Registrant is empowered generally to indemnify any officer or director against
liability incurred in connection with any proceeding if such officer or director
acted in good faith and in a manner such officer or director reasonably believed
to be in, or not opposed to, the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful.
Article XIV of the Registrant's By-Laws provides for indemnification of
directors, officers, employees and agents of the Registrant to the fullest
extent permitted by law, against liability incurred in connection with any
proceeding if such person acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
Insofar as indemnification by the Registrant for liabilities arising
under the Securities Act of 1933, may be permitted by the foregoing, or
otherwise, the Registrant understands that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in such Act and is, therefore, unenforceable.
The Registrant maintains officers' and directors' indemnity insurance
covering claims made against an officer or director for reason of actual or
asserted wrongful act (meaning any breach of duty, neglect, error, misstatement,
misleading statement, omission or other act done or wrongfully attempted).
Item 7. Exemption from Registration Claimed.
------ -----------------------------------
Not Applicable
Item 8. Exhibits.
------ --------
Exhibits required to be filed with the Registration Statement are
listed in the following Exhibit Index. Certain of such exhibits that have
heretofore been filed with the Commission and that are designated by reference
to their exhibit number in prior filings are hereby incorporated herein by
reference and made a part hereof.
Item 9. Undertakings.
------ ------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
3
<PAGE>
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end
of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement;
(iii)To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change in
such information in the Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, a copy of the latest annual report to shareholders that is
incorporated in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth
4
<PAGE>
in the prospectus, to deliver or cause to be delivered to each person to whom
the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such interim
financial information.
(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to any provision or arrangement for such
indemnification, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
5
<PAGE>
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 9th day of
August, 2000.
WINN-DIXIE STORES, INC.
(Registrant)
By: /s/ 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)
/s/ A. Dano Davis Chairman of the Board August 9, 2000
--------------------
A. Dano Davis and Director
/s/ Allen R. Rowland President, Chief Executive Officer, August 9, 2000
--------------------
Allen R. Rowland and Director (Principal executive
officer)
/s/ Richard P. McCook Senior Vice President and August 9, 2000
---------------------
Richard P. McCook Chief Financial Officer
(Principal financial officer)
/s/ D. Michael Byrum Vice President, Corporate August 9, 2000
---------------------
D. Michael Byrum Controller and Chief Accounting
Officer (Principal accounting officer)
/s/ Robert D. Davis Director August 9, 2000
---------------------
Robert D. Davis
6
<PAGE>
(Signature) (Title) (Date)
/s/ T. Wayne Davis, Jr. Director August 9, 2000
-----------------------
T. Wayne Davis, Jr.
/s/ Armando M. Codina Director August 9, 2000
-----------------------
Armando M. Codina
/s/ Carleton R. Rider Director August 9, 2000
-----------------------
Carleton T. Rider
/s/ Radford D. Lovett Director August 9, 2000
-----------------------
Radford D. Lovett
/s/ Charles P. Stephens Director August 9, 2000
-----------------------
Charles P. Stephens
/s/ Julia B. North Director August 9, 2000
-----------------------
Julia B. North
7
<PAGE>
EXHIBIT INDEX
Exhibit Sequentially
No. Numbered
Pages
4.1(a) Restated Articles of Incorporation as amended
as filed with the Secretary of State of Florida
(incorporated by reference to Exhibits 3.1 and
3.1.1 to Form 10-K for the year ended
June 30, 1993).
4.1(b) Amendment to Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.1.2 to
Form 10-Q for the quarter ended January 11, 1995).
4.1(c) Amendment to Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.1.3 to
Form 10-Q for the quarter ended September 17, 1997).
4.2 Restated By-laws as amended (incorporated by
reference to Exhibit 3.2 to Form 10-K for the
year ended June 28, 2000).
4.3 Winn-Dixie Stores, Inc. Stock Option Agreement
for Allen R. Rowland. 9 through 12
4.4 Winn-Dixie Stores, Inc. Stock Option Agreement
Form for option agreements comprising the
retention and attraction program.* 13 through 19
5.1 Opinion of Counsel. 20 through 21
23.1 Consent of KPMG LLP. 22
23.2 Consent of Counsel (included in Exhibit 5).
* Substantially identical Stock Option Agreements have been omitted pursuant to
Instruction 2 to Item 601 of Regulation S-K (see schedule attached as Exhibit
4.5).
8
<PAGE>
Exhibit 4.3
WINN-DIXIE STORES, INC.
STOCK OPTION AGREEMENT
THIS AGREEMENT is dated as of the 23rd day of November, 1999 by and between
WINN-DIXIE STORES, INC., a Florida corporation ("Company") and Allen R. Rowland
("Optionee");
IT IS HEREBY AGREED:
I. GRANT OF OPTION.
---------------
The Company hereby grants to Optionee the option to purchase Five
Hundred Thousand (500,000) shares of Stock (the "Option"), at the price of
$27.00 per share, which price is the fair market value of the stock on the date
on which the Option is granted. "Stock" shall mean the Company's Common Stock,
having a par value of $1.00 per share, as constituted on the date of this
Agreement, whether presently authorized and unissued or held in the Company's
treasury, or hereafter reacquired by the Company.
The Option is granted pursuant to and as provided in Optionee's
Employment Agreement with the Company, dated November 23, 1999 (the "Employment
Agreement") and is subject to the terms and conditions of the Employment
Agreement and this Agreement.
II. EXPIRATION AND TERMINATION OF OPTION.
------------------------------------
Subject to the provisions of Article III hereof, the Option shall be
exercisable on or before November 23, 2009, at the end of which period it shall
expire and become void (unless previously expired and deemed void pursuant to
Article III) to the extent it then remains unexercised.
If Optionee shall cease to be employed by the Company (a) following a
Change in Control (as that term is defined in subparagraph 15(i) of the
Employment Agreement), (b) upon a termination of the Optionee's employment by
the Company for other than Cause (as that term is defined in subparagraph
4(b)(ii) of the Employment Agreement) or by the Optionee for Good Reason (as
that term is defined in subparagraph 4(c)(ii) of the Employment Agreement), or
(c) upon termination of the Optionee's employment due to death or Disability (as
that term is defined in subparagraph 4(c) of the Employment Agreement), the
Option shall become fully vested and exercisable and shall remain exercisable
during the twenty-four (24) month period immediately following such termination
of employment (unless the Option shall sooner expire, pursuant to the terms of
this Agreement, on November 23, 2009), exercise such Option, and at the
expiration of such twenty-four (24) months,
9
<PAGE>
the Option (unless it shall have sooner expired pursuant to the first paragraph
of this Article II) shall terminate and become void to the extent that it then
remains unexercised.
If Optionee shall cease to be employed by the Company for any reason
other than as set forth in the preceding paragraph, the Option may be exercised
to the extent vested and exercisable (determined pursuant to Article III hereof
as of the date of employment termination) within the three-month period
immediately following the date of employment termination (unless it shall have
expired sooner pursuant to the first paragraph of this Article II), at the end
of which period the Option shall terminate and become void in its entirety. Any
portion of the Option not vested on the date of a termination of employment for
a reason other than as set forth in the preceding paragraph shall immediately
terminate and become void as of the date of employment termination.
This Option Agreement does not confer upon Optionee any right with
respect to continuance of employment by the Company. All of such rights are
contained in the Employment Agreement.
III. EXERCISE OF OPTION.
------------------
Subject to the provisions of Article II hereof, fifty percent (50%) of
the Option (i.e. 250,000 shares out of the 500,000) shall be exercisable during
the term set forth in Article II hereof at any time after the date of this
Agreement and the remaining fifty percent (50%) of the Option (i.e., the
remaining 250,000 out of the 500,000) shall be exercisable during the term set
forth in Article II hereof at any time after the first annual anniversary of the
date of this Agreement.
The Option, when exercisable, may be exercised (a) by Optionee, (b) in
the event of a transfer of the Option pursuant to Article IV hereof, by a
transferee of the Option, or (c) in the event of the death of the Optionee, by
the person or persons to whom the Option passes by will or the laws of descent
and distribution, in whole at any time or in part from time to time, by
submitting written notice thereof to the Company or its duly authorized agent or
representative on such forms as may be provided by the Company, accompanied by
payment in full (i) in cash, (ii) using shares of the Company's common stock
that have been held by the Optionee for at least six months prior to the date of
exercise, (iii) by delivery (on a form approved by the Committee (as that term
is defined in the Company's Key Employee Stock Option Plan, effective January
24, 1990, as amended August 2, 1999 (the "Committee"))) of an irrevocable
direction to a securities broker approved by the Committee to sell shares of
Stock subject to the Option and to deliver all or part of the sale proceeds to
the Company in payment of the aggregate exercise price, or (iv) by any other
method the Committee deems acceptable from time to time in its sole discretion.
Shares used to satisfy the exercise price shall be valued at their fair market
value on the date of exercise.
IV. TRANSFER OF OPTION.
------------------
The Option and any right(s) of Optionee hereunder to purchase shares of
Stock may not be sold, pledged, assigned or transferred by Optionee otherwise
than (a) by will or the laws of descent and distribution, or (b) by gift to any
member of the Optionee's immediate family or to a trust for the benefit of such
immediate family member. Any transferee of this Option
10
<PAGE>
shall receive the Option subject to all of the terms and conditions contained in
this Agreement and the Employment Agreement. For purposes of this Article IV,
the term "immediate family" shall mean the Optionee's spouse, children,
stepchildren, grandchildren (including relationships arising from legal
adoption), and parents.
V. ANTI-DILUTION.
-------------
If any change in the outstanding shares of Stock (including an exchange
of the Stock for stock or other securities of another corporation) occurs by
reason of a Stock dividend or split, recapitalization, merger, consolidation,
combination, exchange of shares or other similar corporate change, the Committee
shall, in its sole discretion, determine whether such change equitably requires
a change in the number and type of shares subject to this Option and whether the
purchase price of stock subject to this Option (i.e., the exercise price) shall
be equitably adjusted; provided that, the Committee shall make such adjustments
to the extent necessary to preserve the economic intent of this Option. Any
adjustment made by the Committee in good faith shall be conclusive. Fractional
shares resulting from any such adjustment shall be rounded to the nearest whole
share.
VI. RIGHTS OF OPTIONEE.
------------------
Optionee shall not have any rights as a stockholder of the Company by
virtue of the Option until the date of issue of the certificate or certificates
for the shares of Stock purchased by Optionee pursuant to exercise of the
Option.
VII. ADMINISTRATION.
--------------
Consistent with the terms of this Agreement and the Employment
Agreement, the Committee shall administer this Option and shall make all
determinations as to any question that may arise with respect to the
interpretation, intent or administration of this Agreement. All determinations
made by the Committee with respect to this Agreement shall be final unless
determined otherwise in good faith by the Board of Directors of the Company. In
the event of any dispute relating to the terms of this Agreement or the
Committee's and/or the Company's Board of Director's determinations made
hereunder, such dispute shall be settled in accordance with the dispute
resolution procedures set forth in the Employment Agreement (as in effect on the
date of such dispute or, if earlier, the date when the Optionee's employment
terminates).
VIII. WITHHOLDING.
-----------
The Company shall have no obligation to deliver a certificate
evidencing the Shares purchased upon exercise of this Option unless and until
withholding arrangements satisfactory to the Company are made.
11
<PAGE>
IX. REGISTRATION OF SHARES.
----------------------
The Shares subject to this Option shall be registered under the
Securities Act of 1933, as amended, at the time of, or as soon as practicable
after, the execution of this Agreement.
X. AMENDMENT.
---------
This Agreement may be amended only upon mutual written consent of both
of the parties hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
first above written.
WINN-DIXIE STORES, INC.
By: /s/ A. Dano Davis
-----------------
Its Chairman
Attest: /s/ Judith W. Dixon
-------------------
Its Secretary
/s/ Allen R. Rowland
--------------------
Allen R. Rowland
12
<PAGE>
Exhibit 4.4
WINN-DIXIE STORES, INC.
STOCK OPTION AGREEMENT
THIS NONQUALIFIED STOCK OPTION AGREEMENT (the "Agreement"), entered
into and effective as of the __th day of __________, 2000 (the "Effective Date
of Grant") by and between WINN-DIXIE STORES, INC., a Florida corporation (the
"Company") and (FirstName) (LastName), (the "Optionee") implements the grant
of a Stock Option (the "Option") pursuant to action of the Compensation
Committee (the "Committee") appointed by the Board of Directors of the Company
(the "Board"), subject to the terms and conditions set forth below.
WHEREAS, the Company wishes to ensure, to the extent practical, the
continued employment and motivation of the Optionee by granting the Optionee an
opportunity to acquire shares of the Company's common stock; and
WHEREAS, the Company and the Optionee desire to enter into a written
agreement with respect to such Option;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the Company and the Optionee agree as follows:
I. GRANT OF OPTION.
Subject to the terms, restrictions, limitations, and conditions stated
herein, the Company hereby grants to Optionee, not in lieu of salary or other
compensation, the option to purchase _______________ (_______) shares of Stock
at the price of $_____ per share, which price was the fair market value of the
Stock on the Effective Date of Grant. For purposes of this Agreement, "Stock"
shall mean the Company's Common Stock, having a par value of $1.00 per share, as
constituted on the date of this Agreement, whether presently authorized and
unissued or held in the Company's treasury, or hereafter reacquired by the
Company.
II. OPTION TERM.
The Option shall expire and become void on the earlier of (i) the date
specified in Article IV hereof following termination of employment, (ii) ten
(10) years after the Effective Date of Grant or (iii) the date the Option is
fully exercised.
13
<PAGE>
III. VESTING AND EXERCISE OF THE OPTION.
----------------------------------
(a) The Option shall be vested and exercisable pursuant to the following
schedule, provided the Optionee has been in the continuous employ of the Company
through the periods set forth:
Anniversary of Percentage of Option that is
Effective Date of Grant Vested and Exercisable
----------------------- -----------------------------
1st 20%
2nd 40%
3rd 60%
4th 80%
5th 100%
If the Optionee's employment is terminated prior to the 5th anniversary of the
Effective Date of Grant, Option shall be vested and exercisable to the extent
provided in the preceding schedule, plus, a portion of the 20% of the Option
that would have become exercisable at the next anniversary of the Effective Date
of Grant shall become exercisable, such portion to be determined by the
Compensation Committee based on the number of days completed since the
immediately preceding anniversary of the Effective Date of Grant.
(b) Shares purchased pursuant to this Agreement shall be paid for in full
at the time of such purchase in cash, or by any other method that the Committee
deems acceptable in its sole discretion, or by any combination thereof. The
Option shall be deemed exercised, and the Shares purchased thereby shall be
deemed issued, as of the date such payment is received by the Company.
(c) The Option, when exercisable, may be exercised by Optionee (or, in the
event of the death of the Optionee, by the person or persons to whom the Option
passes by will or the laws of descent and distribution) in whole at any time or
in part from time to time (provided that each exercise shall be for 1,000 shares
of Stock, or any multiple thereof, unless there shall be less than 1,000 shares
remaining subject to exercise, in which event such exercise shall be for the
full number of shares remaining subject to exercise) by submitting written
notice thereof to the Company or its duly authorized agent or representative on
such forms as may be provided by the Company accompanied by payment in full, in
cash, for the shares to be purchased.
(d) Immediately preceding the occurrence of a Change of Control, as defined
below, the Option shall become immediately fully vested and exercisable. For
purposes of this section, the term "Change of Control" shall mean:
14
<PAGE>
(i) any person (as such term is used in Section 13(d) of the
Securities Exchange Act of 1934 (the "Act"), excluding (A) those persons
and entities included in the joint Schedule 13(G) filing filed with the
Securities and Exchange Commission on February 12, 1999, and all current or
future heirs, successors and affiliates to such persons and all trusts or
other entities established or maintained, or to be established or
maintained, for the benefit of such persons and their heirs, successors and
affiliates (collectively, the "Davis Family"), (B) any employee benefit
plan or related trust sponsored or maintained by the Company and (C) a
corporation or other entity owned, directly or indirectly, by all or
substantially all of the shareholders of the Company immediately prior to
the transaction in substantially the same proportions as their ownership of
stock of the Company ("Person")), becoming the beneficial owner, directly
or indirectly, of twenty-five (25) percent or more of the outstanding
voting stock of the Company requiring the filing of a report with the
Securities and Exchange Commission under Section 13(d) of the Act;
provided, that, at the time of the acquisition of such beneficial ownership
interest, such Person's beneficial ownership interest in the Company
exceeds that of the Davis Family;
(ii) consummation of a merger, consolidation, liquidation or
dissolution of the Company, or the sale of all or substantially all of the
assets of the Company (a "Business Combination"), in each case, unless,
following such Business Combination, all or substantially all of the
shareholders of the Company immediately prior to such Business Combination
beneficially own, directly or indirectly, more than fifty (50) percent of
the then outstanding shares of common stock and the combined voting power
of the then outstanding voting securities entitled to vote generally in the
election of directors of the corporation resulting from such Business
Combination; or
(iii) during any period of 24 consecutive months, individuals who at
the beginning of such period constitute the Board and any new directors
whose election by the Board or nomination for election by the Company's
shareholders was approved by a vote of at least 2/3 of the directors then
still in office who either were directors at the beginning of the period or
whose election or nomination for election was previously so approved, cease
for any reason to constitute a majority of the Board.
IV. EXPIRATION AND TERMINATION OF OPTION.
------------------------------------
(a) In the event the Optionee shall cease to be employed by the Company for
any reason other than death, the Option may be exercised to the extent then
vested and exercisable (as determined pursuant to Article III hereof), within
the three month period following termination of employment (unless it shall have
expired sooner pursuant to Article II). At the end of the three month period
following termination of employment, the Option shall terminate and become void.
(b) In the event of the death of the Optionee while in the employ of the
Company, such Option shall be exercisable to the extent then vested and
exercisable as determined pursuant to Article III hereof) within one year of
such date of death (unless it shall have expired sooner pursuant to Article II),
but only by the person or persons to whom such Option shall pass by the
Optionee's will or the laws of descent and distribution. At the end of such one
year period, the Option (unless it shall have expired sooner pursuant to Article
II) shall terminate and become void.
15
<PAGE>
(c) Leaves of absence may be granted to the Optionee because of illness or
for such other reasons as the Committee may determine, without such leaves being
considered a termination of employment.
V. ANTI-DILUTION.
-------------
If any change in the outstanding shares of Stock (including an exchange of
the Stock for stock or other securities of another corporation) occurs by reason
of a stock dividend or split, recapitalization, merger, consolidation,
combination, exchange of shares or other similar corporate change, the Committee
shall, in its sole discretion, determine whether such change equitably requires
a change in the number and type of shares subject to this Option and whether the
purchase price of stock subject to this Option (i.e., the exercise price) shall
be equitably adjusted. Any adjustment made by the Committee shall be conclusive.
Fractional shares resulting from any such adjustment shall be rounded to the
nearest whole share.
VI. RIGHTS OF OPTIONEE.
------------------
(a) The Optionee shall not have any rights as a stockholder of the Company
by virtue of the Option until the date of issuance of the certificate or
certificates for the shares of Stock purchased by Optionee pursuant to exercise
of the Option.
(b) This Option Agreement does not confer upon the Optionee any right with
respect to continuance of employment by the Company.
(c) Neither the Option nor any right of the Optionee hereunder to purchase
shares of Stock may be sold, pledged, assigned or transferred by the Optionee
otherwise than by will or the laws of descent and distribution, and such Option
shall be exercisable, during the Optionee's lifetime, only by the Optionee or
his or her court appointed guardian.
VII. COMPLIANCE WITH REGULATORY MATTERS.
----------------------------------
The Optionee acknowledges that the issuance of Shares of the Company is
subject to limitations imposed by federal and state laws, and the Optionee
hereby acknowledges and agrees that the Company shall not be obligated to issue
any of the Shares upon exercise of the Option if such issuance would cause the
Company to violate any law, rule, regulation, order or consent decree of any
regulatory authority (including, without limitation, the Securities and Exchange
Commission) having jurisdiction over the affairs and/or the capital stock of the
Company. The Optionee agrees that he or she will provide the Company with such
information as is reasonably requested by the Company or its counsel to
determine whether the issuance of the Shares complies with the provisions of
this Article VII.
16
<PAGE>
VIII. ADMINISTRATION.
--------------
The Committee shall administer this Option and shall make all
determinations as to any question that may arise with respect to the
interpretation, intent or administration of this Agreement. All determinations
made by the Committee with respect to this Agreement shall be final unless
determined otherwise by the Board.
IX. WITHHOLDING.
-----------
The Committee will make whatever arrangements the Company deems necessary
or appropriate to comply with all applicable withholding requirements. The
Committee and the Company shall have no obligation to deliver a certificate
evidencing the Shares purchased upon exercise of the Option unless and until
withholding arrangements satisfactory to the Company are made. The Optionee's
failure to comply with required withholding arrangements shall result in
forfeiture of any benefits hereunder.
X. MISCELLANEOUS.
-------------
(a) This Agreement shall be binding upon the parties hereto and their
representatives, successors and assigns.
(b) This Agreement is executed and delivered in, and shall be governed by
the laws of, the State of Florida, and, as applicable, the federal laws of the
United States of America.
(c) Any requests or notices to be given hereunder shall be deemed given,
and any elections or exercises to be made or accomplished shall be deemed made
or accomplished, upon actual delivery thereof to the designated recipient, or
three (3) days after deposit thereof in the United States mail, registered,
return receipt requested and postage prepaid, addressed, if (i) to the Optionee,
at the address set forth below and (ii) to the Company, at the Company's
principal office in Jacksonville, Florida.
(d) In the event that any one or more provisions of this Agreement shall be
held invalid, illegal or otherwise unenforceable in any respect, the invalid,
illegal or unenforceable provision or provisions shall be, to the extent
possible, modified in order for it or them to be valid, legal or enforceable,
and the validity, legality and enforceability of the remaining provisions hereof
shall not in any way be affected or impaired thereby.
(e) This Agreement constitutes the entire agreement between the Optionee
and the Company with respect to the subject matter hereof.
XI. AMENDMENT.
---------
This Agreement may be amended only upon mutual written consent of both of
the parties hereto.
17
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.
WINN-DIXIE STORES, INC.
By: /s/ Allen R. Rowland
Its President and Chief Executive Officer
Attest: /s/ Judith W. Dixon
Its Secretary
OPTIONEE
---------------------------
(FirstName) (LastName)
---------------------------
(Address)
===========================
18
<PAGE>
Date of
Name of Optionees Option Award Number of Exercise
----------------- Agreement Option Shares Price
----------------- -------------------- -----------
January 28, 2000 From 2,768 to 92,267 From $15.00
through per Optionee to $20.00
June 12, 2000 per share
Baxley, William R.
Berry, Webster M.
Byrum, David M.
Clerc, George E., Jr.
Cherry, Keith B.
Dixon, Judith W.
Doolittle, Charles W.
Fitzgerald, John D.
Hutton, Randall L.
Istre, Michael J.
Lafever, Daniel G.
Lunn, Raymond C., Jr.
McCook, Richard P.
Moon, Teddy M.
Nixon, Michael E.
Payment, Philip H., Jr.
Richardson, Daniel J.
Ross, Kellie D.
Rowe, Robert A.
Sellers, Mark A.
Sheehan, John R.
Solana, Harrison M., Jr.
Toscano, August B.
Webb, Author C.
Zahra, E. Ellis, Jr.
19
<PAGE>
