FORM OF PROXY
The Directors recommend a vote FOR Proposals 1, 2, 3 and 4.
FOR WITHHELD
1. Election of Directors
For all nominees listed below.
Class II (2003)
Allen R. Rowland and Ronald Townsend
For, except vote withheld from
the following nominee(s):
__________________________________
FOR AGAINST ABSTAIN
2. Amendment to the Revised
Winn-Dixie Stock Purchase Plan for
Employees
3. Amendment to the Key Employee
Stock Option Plan.
4. Ratification of KPMG
LLP as auditors.
SPECIAL ACTION
Discontinue Annual Report Mailing for this account due to other accounts at same
address. __________________
SIGNATURE(S)____________________________ Date _____________,2000
Please sign this proxy as name(s) appears above and return it promptly whether
or not you plan to attend the meeting. If signing for a corporation or
partnership or as agent, attorney or fiduciary, indicate the capacity in which
you are signing. If you do attend the meeting and decide to vote by ballot, such
vote will supersede this proxy.
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Dear Fellow Shareholder:
The 72nd Annual Meeting of Shareholders of Winn-Dixie Stores, Inc., will be held
at the headquarters office of the Company at 5050 Edgewood Court, Jacksonville,
Florida, at 9:00 a.m. on Wednesday, October 4, 2000.
The enclosed Notice of Annual Meeting of Shareholders and Proxy Statement
describe the items to be considered and acted upon by the shareholders at the
meeting.
Whether you can or cannot attend, please sign, date and return your proxy form
as soon as possible so that your shares can be voted at the meeting in
accordance with your instructions. If you attend the meeting, you may choose to
revoke your proxy and vote personally. It is important in either case that your
shares be represented.
Sincerely,
/s/ A. Dano Davis
A. Dano Davis
Chairman
/s/ Allen R. Rowland
Allen R. Rowland
President and Chief Executive Officer
5050 Edgewood Court - Jacksonville, FL 32254-3699
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WINN-DIXIE STORES, INC.
5050 EDGEWOOD COURT - JACKSONVILLE, FLORIDA 32254-3699
Proxy Solicited on Behalf of the Board of Directors for the Annual
Meeting of Shareholders on October 4, 2000.
The undersigned hereby appoints A. DANO DAVIS, ROBERT D. DAVIS and T. WAYNE
DAVIS or any of them, as proxies, with full power of substitution, to vote all
shares of Common Stock that the undersigned would be entitled to vote if
personally present, at the Annual Meeting of Shareholders of the Company on
October 4, 2000, and at any adjournment thereof, upon all subjects that may
properly come before the meeting, including the matters described in the proxy
statement furnished herewith, and any matters of which the Company did not
receive notice by July 13, 2000, subject to any directions indicated on the
other side of this card. If no directions are given, the proxies will vote for
(1) the election of all nominees listed below, (2) the Directors' proposals 2, 3
and 4 listed on the other side of the card, and (3) at their discretion, on any
other matters that may properly come before the meeting or any adjournments
thereof and any matters of which the Company did not receive notice by July 13,
2000. The undersigned hereby revokes any proxy heretofore given to any person or
persons whomsoever (other than the proxies named above) to vote such Common
Stock and ratifies and confirms all that the proxies named above may or shall do
by virtue hereof.
The nominees for election as Class II Directors are: Allen R. Rowland and Ronald
Townsend.
This card also provides voting instructions for shares held in the dividend
reinvestment plan and, if registrations are identical, shares held in the
Winn-Dixie Stores, Inc. Profit Sharing/401(k) Plan, as described in the proxy
statement.
Your vote is important! Please sign and date on the reverse and return promptly
in the enclosed postage-paid envelope or otherwise to Inspectors of Election,
Winn-Dixie Stores, Inc., P.O. Box 8999, Edison, NJ 08818-9999, so that your
shares can be represented at the meeting.
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Corporate Profile
Winn-Dixie Stores, Inc., is one of the nation's largest retail food chains. As
of June 28, 2000, the Company operated 1,079 supermarkets in 14 states and the
Bahamas, supported by a network of distribution and warehouse facilities,
manufacturing plants and a fleet of trucks.
Company Direction
The Company has begun a significant corporate restructuring aimed at enhancing
the facilities, products and services offered to our customers. Among the
actions taken have been the reduction and realignment of management, the closing
of unprofitable stores, the consolidation of division offices and the
centralization of buying, marketing and merchandising. The Company anticipates
the restructuring will result in expense reductions, improved store operations
and the creation of value for our customers, associates and shareholders.
The restructuring is another step in our goal to be the supermarket of choice in
the Sunbelt. We will continue to aggressively pursue our opportunities to
increase our market share within our operating area.
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