Exibit 25
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Statement of Eligibility Under the
Trust Indenture Act of 1939 of a
Corporation Designated to Act as Trustee
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT
TO SECTION 305(b)(2) _____
First Union National Bank
(Exact name of trustee as specified in its charter)
United States of America
(Jurisdiction of incorporation or organization if not a U.S. national bank)
22-1147033
(I.R.S. Employer Identification Number)
One First Union
301 South College Street
Charlotte, North Carolina
(Address of principal executive offices)
28288
(Zip code)
Kevin Grant
First Union National Bank
Corporate Trust Department FL0122
225 Water Street, Third Floor
Jacksonville, Florida 32202
(904)489-5583
(Name, address and telephone number of agent for service)
Winn-Dixie Stores, Inc.
(Exact name of obligor as specified in its charter)
Florida
(State or other jurisdiction of incorporation or organization)
59-0514290
(I.R.S. Employer Identification No.)
5050 Edgewood Court
Jacksonville, Florida
(904) 783-5000
(Address of principal executive offices)
32254-3699
(Zip code)
Winn-Dixie Stores, Inc.
Debt Securities to be issued
from time to time, in one or more
series, and registered pursuant
to the Form S-3 of the obligor
(Title of the indenture securities)
<PAGE>
Item 1. General information.
Furnish the following information as to the trustee:
a. Name and address of each examining or supervising authority to which it
is subject.
NAME ADDRESS
Board of Governors of the Federal Washington, D.C.
Reserve System
Comptroller of the Currency Washington, D.C.
Federal Deposit Insurance Washington, D.C.
Corporation
b. Whether it is authorized to exercise corporate trust powers.
The Trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations with the obligor. If the obligor is an affiliate of the
trustee, describe each such affiliation.
The obligor is not an affiliate of the trustee. (See Note 1 on page 6.)
Item 3. Voting securities of the trustee. Furnish the following information as
to each class of voting securities of the trustee:
As of December 20, 2000 (Insert date within 31 days).
COL. A COL. B
TITLE OF CLASS AMOUNT OUTSTANDING
Common Stock 979,600,000
(See Note 1 on page 6.)
Item 4. Trusteeships under other indentures. If the trustee is a trustee under
another indenture under which any other securities, or certificates of interest
or participation in any other securities, of the obligor are outstanding,
furnish the following information:
a. Title of the securities outstanding under each such other indenture.
Not Applicable.
b. A brief statement of the facts relied upon as a basis for the claim that
no conflicting interest within the meaning of Section 310(b)(1) of the Act
arises as a result of the trusteeship under any such other indenture, including
a statement as to how the indenture securities will rank as compared with the
securities issued under such other indenture.
Not Applicable.
Item 5. Interlocking directorates and similar relationships with the obligor or
underwriters. If the trustee or any of the directors or executive officers of
the trustee is a director, officer, partner, employee, appointee, or
representative of the obligor of any underwriter for the obligor, identify each
such person having any such connection and state the nature of each such
connection.
Not Applicable - see answer to Item 13.
<PAGE>
Item 6. Voting securities of the trustee owned by the obligor or its officials.
Furnish the following information as to the voting securities of the trustee
owned beneficially by the obligor and each director, partner, and executive
officer of the obligor.
As of (Insert date within 31 days).
----------------
<TABLE>
<S> <C> <C> <C>
COL. D
COL. C PERCENTAGE OF VOTING SECURITIES
COL. A COL. B AMOUNT OWNED REPRESENTED BY AMOUNT GIVEN
NAME OF OWNER TITLE OF CLASS BENEFICIALLY IN COL. C
Not Applicable - see answer to Item 13.
</TABLE>
Item 7. Voting securities of the trustee owned by underwriters or their
officials. Furnish the following information as to the voting securities of the
trustee owned beneficially by each underwriter for the obligor and each
director, partner, and executive officer of each such underwriter:
As of (Insert date within 31 days).
------------------
<TABLE>
<S> <C> <C> <C>
COL. D
COL. C PERCENTAGE OF VOTING SECURITIES
COL. A COL. B AMOUNT OWNED REPRESENTED BY AMOUNT GIVEN
NAME OF OWNER TITLE OF CLASS BENEFICIALLY IN COL. C
Not Applicable - see answer to Item 13.
</TABLE>
Item 8. Securities of the obligor owned or held by the trustee. Furnish the
following information as to securities of the obligor owned beneficially or held
as collateral security for obligations in default by the trustee:
As of (Insert date within 31 days).
------------------
<TABLE>
<S> <C> <C> <C>
COL. C
AMOUNT OWNED COL.
COL. B BENEFICIALLY OR PERCENT OF CLASS
WHETHER THE SECURITIES HELD AS COLLATERAL REPRESENTED BY
COL. A ARE VOTING OR SECURITY FOR AMOUNT GIVEN
TITLE OF CLASS NONVOTING SECURITIES OBLIGATIONS IN DEFAULT IN COL. C
Not Applicable - see answer to Item 13.
</TABLE>
<PAGE>
Item 9. Securities of underwriters owned or held by the trustee. If the trustee
owns beneficially or hold as collateral security for obligations in default any
securities of an underwriter for the obligor, furnish the following information
as to each class of securities of such underwriter any of which are so owned or
held by the trustee:
As of (Insert date within 31 days).
-----------------
<TABLE>
<S> <C> <C> <C>
COL. C COL. D
AMOUNT OWNED BENEFICIALLY PERCENT OF CLASS
COL. A COL. B OR HELD AS COLLATERAL REPRESENTED BY
TITLE OF ISSUER AMOUNT SECURITY FOR OBLIGATIONS AMOUNT GIVEN
AND TITLE OF CLASS OUTSTANDING IN DEFAULT BY TRUSTEE IN COL. C
Not Applicable - see answer to Item 13.
</TABLE>
Item 10. Ownership or holdings by the trustee of voting securities of certain
affiliates or security holders of the obligor. If the trustee owns beneficially
or holds as collateral security for obligations in default voting securities of
a person who, to the knowledge of the trustee (1) owns 10 percent or more of the
voting securities of the obligor or (2) is an affiliate, other than a
subsidiary, of the obligor, furnish the following information as to the voting
securities of such person:
As of (Insert date within 31 days).
------------------
<TABLE>
<S> <C> <C> <C>
COL. C COL. D
AMOUNT OWNED BENEFICIALLY PERCENT OF CLASS
COL. A COL. B OR HELD AS COLLATERAL REPRESENTED BY
TITLE OF ISSUER AMOUNT SECURITY FOR OBLIGATIONS AMOUNT GIVEN
AND TITLE OF CLASS OUTSTANDING IN DEFAULT BY TRUSTEE IN COL. C
Not Applicable - see answer to Item 13.
</TABLE>
Item 11. Ownership or holdings by the trustee of any securities of a person
owning 50 percent or more of the voting securities of the obligor. If the
trustee owns beneficially or holds as collateral security for obligations in
default any securities of a person who, to the knowledge of the trustee, owns 50
percent or more of the voting securities of the obligor, furnish the following
information as to each class of securities of such person any of which are so
owned or held by the trustee:
As of (Insert date within 31 days).
------------------
<TABLE>
<S> <C> <C> <C>
COL. C COL. D
AMOUNT OWNED BENEFICIALLY PERCENT OF CLASS
COL. A COL. B OR HELD AS COLLATERAL REPRESENTED BY
TITLE OF ISSUER AMOUNT SECURITY FOR OBLIGATIONS AMOUNT GIVEN
AND TITLE OF CLASS OUTSTANDING IN DEFAULT BY TRUSTEE IN COL. C
Not Applicable - See answer to Item 13.
</TABLE>
<PAGE>
Item 12. Indebtedness of the Obligor to the Trustee. Except as noted in the
instructions, if the obligor is indebted to the trustee, furnish the following
information:
As of (Insert date within 31 days).
------------------
COL. A COL. B COL. C
NATURE OF INDEBTEDNESS AMOUNT OUTSTANDING DATE DUE
Not Applicable - See answer to Item 13.
Item 13. Defaults by the Obligor.
a. State whether there is or has been a default with respect to the
securities under this indenture. Explain the nature of any such default.
None.
b. If the trustee is a trustee under another indenture under which any
other securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, or is trustee for more than one
outstanding series of securities under the indenture, state whether there has
been a default under any such indenture or series, identify the indenture or
series affected, and explain the nature of any such default.
None.
Item 14. Affiliations with the Underwriters. If any underwriter is an affiliate
of the trustee, describe each such affiliation.
Not Applicable.
Item 15. Foreign Trustee. Identify the order or rule pursuant to which the
foreign trustee is authorized to act as sole trustee under indentures qualified
or to be qualified under the Act.
Not Applicable.
Item 16. List of exhibits. List below all exhibits filed as a part of this
statement of eligibility.
1. Articles of Association of First Union National Bank as now in effect.*
2. Certificate of Authority of the trustee to commence business.**
3. Copy of the authorization of the trustee to exercise corporate trust
powers.**
4. Existing bylaws of the trustee.***
5. Not Applicable.
6. The consent of the trustee required by Section 321(b) of the Act.
<PAGE>
7. A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining
authority.****
8. Not Applicable.
9. Not Applicable.
------------------------
* Previously filed with the Securities and Exchange Commission on January 4,
2000 as an Exhibit to Form T-1 in connection with Registration Statement Number
333-94085 and incorporated herein by reference.
** Previously filed with the Securities and Exchange Commission on March 20,
1998 as an Exhibit to Form T-1 in connection with Registration Statement Number
333-24773 and incorporated herein by reference.
*** Previously filed with the Securities and Exchange Commission on November
22, 2000 as an Exhibit to Form T-1 in connection with Registration Statement
Number 333-50496 and incorporated herein by reference.
**** This report is available over the Internet at the website of the Federal
Deposit Insurance Corporation and is incorporated herein by reference. This
website is located at http://www2.fdic.gov/idasp/main.asp. Once at that address,
type in "First Union National Bank" at the field entitled "Institution Name"
then click on the "Find" field above where the name of the bank has been typed
in then click on the certificate number for First Union National Bank (33869)
then click on the "General Report" field.
NOTES:
Note 1: The trustee is a subsidiary of First Union Corporation, a
bank holding company; all of the voting securities of the trustee are held by
First Union Corporation. The voting securities of First Union Corporation are
described in Item 3.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, First Union National Bank, a national banking association [state form
of organization] organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the city of
Jacksonville, and State [or other jurisdiction] of Florida, on the 21st day of
December , 2000.
FIRST UNION NATIONAL BANK
(Trustee)
By:_________________________________
Kevin Grant, Vice President
(Name and Title)
EXHIBIT 6
First Union National Bank, pursuant to the requirements of Section
321(b) of the Trust Indenture Act of 1939, as amended (the "Act") in connection
with the proposed issuance by Winn-Dixie Stores, Inc. of its debt securities to
be issued from time to time hereby consents that reports of examination by
federal, state, territorial, or district authorities may be furnished by such
authorities to the Securities and Exchange Commission upon request therefor, as
contemplated by Section 321(b) of the Act.
Dated: December 21, 2000
FIRST UNION NATIONAL BANK
By:_____________________________
Kevin Grant, Vice President
