SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
AMENDMENT NO. 22
SCHEDULE l3D
Under the Securities Exchange Act of l934
AMERICAN HERITAGE LIFE INVESTMENT CORPORATION
-----------------------------------------------------------------
(Name of Issuer)
Shares of Common Stock, Par Value $l.00 Per Share
-----------------------------------------------------------------
(Title of Class of Securities)
026522 l0 2
-----------------------------------------------------------------
(CUSIP NUMBER)
H. J. Skelton
P. O. Box 19366
Jacksonville, Florida 32245-9366
(904) 223-4700
-----------------------------------------------------------------
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
January 4, 1999
-----------------------------------------------------------------
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a Statement on Schedule l3G to
report the acquisition which is the subject of this Statement and is filing this
Statement because of Rule l3d-1(b) (3) or (4), check the following box: ( )
Check the following box if a fee is being paid with this Statement: ( )
1
<PAGE>
CUSIP NO. 026522 10 2 13D
- ----------------------------------------------------------------
1. NAME OF REPORTING PERSON
ROBERT D. DAVIS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
- -----------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: a( x )
b( )
- -----------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------
4. SOURCE OF FUNDS
PF-AF-00
- -----------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ( )
None
- -----------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Florida - U.S.A.
- -----------------------------------------------------------------
Number of 7. SOLE VOTING POWER
27,444 Shares**
Shares _________________________
Beneficially owned 8. SHARED VOTING POWER
11,186,472 Shares**
by Each Reporting _________________________
Person 9. SOLE DISPOSITIVE POWER
27,444 Shares**
With _________________________
l0. SHARED DISPOSITIVE POWER
11,186,472 Shares**
- -----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,213,916 Shares**
- -----------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES
( )
- -----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.24%
- -----------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- -----------------------------------------------------------------
** See Item 5 to the Schedule l3D attached hereto.
2
<PAGE>
CUSIP NO. 026522 l0 2 l3D
- -----------------------------------------------------------------
1. NAME OF REPORTING PERSON
T. WAYNE DAVIS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
4l7-62-4836
- -----------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: a( x )
b( )
- -----------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------
4. SOURCE OF FUNDS
PF-AF-00
- -----------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ( )
None
- -----------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Florida - U.S.A.
- -----------------------------------------------------------------
Number of 7. SOLE VOTING POWER
21,044 Shares**
Shares _________________________
Beneficially owned 8. SHARED VOTING POWER
11,200,482 Shares**
by Each Reporting _________________________
Person 9. SOLE DISPOSITIVE POWER
21,044 Shares**
With _________________________
l0. SHARED DISPOSITIVE POWER
11,200,482 Shares**
- -----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,221,526 Shares**
- -----------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES
( )
- -----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.27%
- -----------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- -----------------------------------------------------------------
** See Item 5 to the Schedule l3D attached hereto.
<PAGE>
CUSIP NO. 026522 l0 2 l3D
- -----------------------------------------------------------------
1. NAME OF REPORTING PERSON
A. DANO DAVIS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
- -----------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: a( x )
b( )
- -----------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------
4. SOURCE OF FUNDS
PF-AF-00
- -----------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ( )
None
- -----------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Florida - U.S.A.
- -----------------------------------------------------------------
Number of 7. SOLE VOTING POWER
113,062 Shares**
Shares _________________________
Beneficially owned 8. SHARED VOTING POWER
11,333,776 Shares**
by Each Reporting _________________________
Person 9. SOLE DISPOSITIVE POWER
113,062 Shares**
With _________________________
l0. SHARED DISPOSITIVE POWER
11,333,776 Shares**
- -----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,446,838 Shares**
- -----------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES
( )
- -----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.08%
- -----------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- -----------------------------------------------------------------
** See Item 5 to the Schedule l3D attached hereto.
4
<PAGE>
CUSIP NO. 026522 l0 2 l3D
- -----------------------------------------------------------------
1. NAME OF REPORTING PERSON
CHARLES P. STEPHENS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
254-l9-3609
- -----------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: a( x )
b( )
- -----------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------
4. SOURCE OF FUNDS
PF-AF-00
- -----------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ( )
None
- -----------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia - U.S.A.
- -----------------------------------------------------------------
Number of 7. SOLE VOTING POWER
4,630 Shares**
Shares _________________________
Beneficially owned 8. SHARED VOTING POWER
11,131,790 Shares**
by Each Reporting _________________________
Person 9. SOLE DISPOSITIVE POWER
4,630 Shares**
With _________________________
l0. SHARED DISPOSITIVE POWER
11,131,790 Shares**
- -----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,136,420 Shares**
- -----------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES
( )
- -----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.96%
- -----------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- -----------------------------------------------------------------
** See Item 5 to the Schedule l3D attached hereto.
5
<PAGE>
CUSIP NO. 026522 l0 2 l3D
- -----------------------------------------------------------------
1. NAME OF REPORTING PERSON
D.D.I., INC.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
59-2448386
- -----------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: a( x )
b( )
- -----------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------
4. SOURCE OF FUNDS
BK-AF-WC-00
- -----------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ( )
None
- -----------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Florida - U.S.A.
- -----------------------------------------------------------------
Number of 7. SOLE VOTING POWER
11,061,978 Shares**
Shares _________________________
Beneficially owned 8. SHARED VOTING POWER
-0- Shares**
by Each Reporting _________________________
Person 9. SOLE DISPOSITIVE POWER
11,061,978 Shares**
With _________________________
l0. SHARED DISPOSITIVE POWER
-0- Shares**
- -----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,061,978 Shares**
- -----------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES
( )
- -----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.70%
- -----------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- -----------------------------------------------------------------
** See Item 5 to the Schedule l3D attached hereto.
6
<PAGE>
CUSIP NO. 026522 l0 2 l3D
- -----------------------------------------------------------------
1. NAME OF REPORTING PERSON
SIVAD INVESTORS, L.L.C.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
76-0485018
- -----------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: a( x )
b( )
- -----------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------
4. SOURCE OF FUNDS
00
- -----------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ( )
None
- -----------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS - U.S.A.
- -----------------------------------------------------------------
Number of 7. SOLE VOTING POWER
10,797,178 Shares**
Shares _________________________
Beneficially owned 8. SHARED VOTING POWER
-0- Shares**
by Each Reporting _________________________
Person 9. SOLE DISPOSITIVE POWER
10,797,178 Shares**
With _________________________
l0. SHARED DISPOSITIVE POWER
-0- Shares**
- -----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,797,178 Shares**
- -----------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES
( )
- -----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.75%
- -----------------------------------------------------------------
14. TYPE OF REPORTING PERSON
00
- -----------------------------------------------------------------
** See Item 5 to the Schedule l3D attached hereto.
7
<PAGE>
CUSIP NO. 026522 l0 2 l3D
- -----------------------------------------------------------------
1. NAME OF REPORTING PERSON
AHLI, LTD.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
76-0519078
- -----------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: a( x )
b( )
- -----------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------
4. SOURCE OF FUNDS
00
- -----------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ( )
None
- -----------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS - U.S.A.
- -----------------------------------------------------------------
Number of 7. SOLE VOTING POWER
10,797,178 Shares**
Shares _________________________
Beneficially owned 8. SHARED VOTING POWER
-0- Shares**
by Each Reporting _________________________
Person 9. SOLE DISPOSITIVE POWER
10,797,178 Shares**
With _________________________
l0. SHARED DISPOSITIVE POWER
-0- Shares**
- -----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,797,178 Shares**
- -----------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES
( )
- -----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.75%
- -----------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
- -----------------------------------------------------------------
** See Item 5 to the Schedule l3D attached hereto.
8
<PAGE>
This Amendment No. 22 to Schedule l3D dated January 4, 1999, hereby amends
the following items of the Schedule l3D dated August 7, l98l, as amended by
Amendment No. l thereto dated December 2, l98l, Amendment No. 2 thereto dated
October 3l, l982, Amendment No. 3 thereto dated March 7, l983, Amendment No. 4
thereto dated March 5, l984, Amendment No. 5 thereto dated January 20, l986,
Amendment No. 6 thereto dated December 9, l986, Amendment No. 7 thereto dated
August 3l, l987, Amendment No. 8 thereto dated April 8, l988, Amendment No. 9
thereto dated February l5, l989, Amendment No. 10 thereto dated March 3, l992,
Amendment No. ll thereto dated March ll, l993, Amendment No. l2 thereto dated
September 27, l993, Amendment No. l3 thereto dated June l, l994, Amendment No.
14 thereto dated November 25, 1994, Amendment No. 15 thereto dated June 11,
1995, Amendment No. 16 thereto dated November 12, 1996, Amendment No. 17 thereto
dated December 27, 1996, Amendment No. 18 thereto dated January 2, 1997,
Amendment No. 19 thereto dated December 17, 1997, Amendment No. 20 thereto dated
January 5, 1998, and Amendment No. 21 thereto dated December 16, 1998, filed
with respect to the Davises.
ITEM l. Security and Issuer.
This Schedule l3D relates to shares of Common Stock, par value $l.00 per
share (the "Shares"), of American Heritage Life Investment Corporation
("AHLIC"), a corporation organized and existing under the laws of the State of
Florida. The address of the principal executive offices of AHLIC is l776
American Heritage Life Drive, Jacksonville, Florida, 32224.
ITEM 2. Identity and Background.
This Schedule 13D is filed jointly as to the following persons, who are
collectively referred to as the "Davises":
(1) Robert D. Davis ("RDD") whose principal business address is 4310 Pablo
Oaks Court, Jacksonville, Florida 32224. RDD's principal occupation is that of
Chairman of the Board of Directors of D.D.I., Inc. and a member of the Board of
Directors of Winn-Dixie Stores, Inc. ("Winn-Dixie").
(2) A. Dano Davis, ("DANO") whose principal business address is 5050
Edgewood Court, Jacksonville, Florida 32254. DANO's principal occupation is that
of Chairman of the Board of Directors of Winn-Dixie.
(3) T. Wayne Davis ("TWD") whose principal business address is l9l0 San
Marco Boulevard, Jacksonville, Florida 32207. TWD's principal occupation is that
of an investor and a member of the Board of Directors of Winn-Dixie.
(4) Charles P. Stephens, ("CPS") whose principal business address is l
Pascall Road, Peachtree City, Georgia 30269. CPS's principal occupation is Vice
President, Director and a principal stockholder of Norman W. Paschall Co., Inc.,
which is a broker, importer, exporter and processor of textile fibers and
by-products, and is a member of the Board of Directors of Winn-Dixie.
(5) D.D.I., Inc. ("DDI") is a corporation, the stock of which is held
directly or indirectly by the families ("Davis Families") of four deceased
brothers - A. Darius Davis ("ADD"), James E. Davis ("JED"), M. Austin Davis
("MAD") and Tine W. Davis ("Tine"). RDD, DANO and TWD are the sons of ADD, JED
and Tine, respectively. CPS is MAD's daughter's husband.
9
<PAGE>
DDI's principal business is that of a holding company for assets for the
Davis Families. Its principal business address is 4310 Pablo Oaks Court,
Jacksonville, Florida 32224 and its directors and executive officers are as
follows:
Directors: DANO, RDD, TWD, CPS and H. J. Skelton ("HJS")
Executive Officers: RDD Chairman of Board
HJS President & Treasurer
HJS is not a member of the Davis Families and his principal occupation
is President of DDI.
(6) SIVAD Investors, L.L.C. ("SIVAD") is a limited liability corporation
which is 99% owned by DDI. Its principal business is managing limited
partnerships whose partners are entities owned by the Davis Families. SIVAD is
located at c/o Baker & Botts, One Shell Plaza/910 Louisiana, Houston, Texas
77002-4995, and its managers and executive officers are as follows:
Managers: DANO, RDD, HJS, and Harry D. Francis ("HDF")
Executive Officer: HJS, President
HDF is not a member of the Davis Families, and his principal occupation is
Vice President of DDI.
(7) AHLI, Ltd. ("AHLI") is a limited partnership (see Note 1). Its
principal business is holding stock of the issuer for the Davis Families. AHLI
is located at c/o Baker & Botts, One Shell Plaza/910 Louisiana, Houston, Texas
77002-4995 and its sole General Partner is SIVAD.
JED was the principal founder in l956 of American Heritage Life Insurance
Company ("AHL") and he, along with other members of the Davis Families through
individual shareholdings, trusts, and affiliated corporations and partnerships,
have been the principal shareholders in that company and AHLIC of which AHL
became a wholly owned subsidiary in l968. JED was Chairman of the Board of
Directors of AHL from its founding in l956 to July, l986 and Vice Chairman from
July, l986 until his death on March l9, l993. He was also Chairman of the Board
of Directors of AHLIC from its founding in l968 to February, l990 and Vice
Chairman from February, l990 until his death. RDD is a director and member of
the Executive Committee of AHLIC and AHL. DANO is a director of AHLIC and a
director of AHL. None of the other Davises set forth above hold any managerial
positions with AHLIC or its affiliates.
None of the Davises have, during the past five (5) years, been convicted in
any criminal proceeding nor, have any of them, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction which
resulted in subjecting any of the Davises to a judgment, decree or final order
enjoining future violations of or prohibiting or mandating activities subject to
federal or state securities laws or finding any violation with respect to such
laws. All members of the Davises who are natural persons are citizens of the
United States of America and all members which are corporations or partnerships
were organized in, and exist under laws of, the States of Florida or Texas.
10
<PAGE>
ITEM 3. Source and Amount of Funds or Other Consideration.
The Shares which are the subject of this amended Schedule l3D filing have
been acquired from time to time by the Davises with personal funds, funds of
affiliates, working capital and funds borrowed from banks. For information
concerning the amounts and manner in which the aforesaid Shares are held, see
Item 5 below. None of the total 11,826,895 Shares which are the subject of this
amended Schedule l3D filing were held as collateral for bank loans on January 4,
1999.
ITEM 4. Purpose of Transaction.
This Amendment of Schedule 13D is being filed to report the termination of
the Davis Family Special Trust 1999 ("DFST") which distributed the securities it
held to its grantors. Such distribution terminated the reporting requirements of
DFST and its Trustee, Stephen F. Carley, under the Securities Exchange Act of
1934.
ITEM 5. Interest in Securities of the Issuer.
The following table shows as to the Davises the total ownership of the
Shares and those Shares as to which each of the Davises has sole voting and
dispositive power and shared voting and dispositive power, representing in the
aggregate 11,826,895 Shares or 42.44% of the total outstanding Shares of
27,866,171 as of January 4, 1999. The Shares held by the Davises and the total
outstanding Shares have been adjusted to include 264,800 additional Shares which
would be issued if DDI settled the 100,000 purchase contracts which it holds.
11
<PAGE>
<TABLE>
<CAPTION>
OTHER
FAMILY SHARED VOTING AND
SOLE VOTING AND DISPOSITIVE POWER MEMBERS DISPOSITIVE POWER
TOTAL OWNING ------------------
NO. LESS
OWNER SHARES RDD TWD DANO CPS THAN 5% OTHER DDI(1)(2)
- ----- ------ --- --- ---- --- ------- ------ ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
AHLI, LTD.(1) 10,797,178 10,797,178
D.D.I., INC.(2) 264,800 264,800
FND, LTD.(3) 76,798 76,798
ADFAM PARTNERS, LTD.(4) 47,696 47,696
JAMES E. DAVIS-WD
CHARITIES, INC.(5) 39,998 39,998
JED'S FAMILY'S TRUSTS(6) 321,718 113,062 53,654 155,002
MAD'S FAMILY'S TRUSTS(7) 87,085 17,273 69,812
CPS 4,630 4,630
TWD'S FAMILY'S TRUSTS(8) 149,548 21,044 128,504
TINE W. DAVIS-WD
CHARITIES, INC.(9) 10,000 10,000
RODA TRUST(10) 27,444 27,444
---------- ------ ------ ------- ----- ------ ------- ----------
TOTALS 11,826,895 27,444 21,044 113,062 4,630 70,927 527,810 11,061,978
========== ====== ====== ======= ===== ====== ======= ==========
(SEE NOTES ON NEXT PAGE)
</TABLE>
12
<PAGE>
(1) Limited partnership of which SIVAD is a 1% general partner, DDI is a
76.61% limited partner and Estuary is a 22.39% limited partner. DDI and
Estuary own 99% and 1% of SIVAD, respectively. RDD, TWD, DANO and CPS
are members of the Board of Directors of DDI.
(2) The voting and dispositive power of DDI is as follows:
Voting and Dispositive Power Percentage
---------------------------- ----------
RDD (2)(A) and (11) 23.19%
TWD (2)(B) 22.87%
DANO (2)(C) and (3) 27.70%
Aggregate holdings of all other members of the
Davis Family, none of whom have voting and
dispositive power of 7.00% or more of the
outstanding shares of DDI. 26.24%
The shares reported for DDI represent the equivalent shares of common
stock which would be received upon the settlement of 100,000 purchase
contracts held by DDI. Such contracts which are required to be settled
on August 16, 2000, may be settled earlier at the option of the holder.
(A) Includes DDI shares held by trusts for the benefit of RDD's
children of which RDD is sole trustee, ADFAM Partners, Ltd.
("ADFAM") (see note (4)) and ADSONS, Inc. ("ADSONS"), a
corporation wholly owned by ADFAM. RDD disclaims any
beneficial interest in DDI shares which aggregate .96% held by
trusts for the benefit of his daughters.
(B) Includes DDI shares held by TWD as custodian for his
grandchildren, TWD's wife and trusts of which TWD is sole or
co-trustee and he, his mother, his sisters and other family
members are beneficiaries. TWD disclaims beneficial interest
in DDI shares which aggregate 18.80%, which are held by TWD as
custodian, his wife or trusts for the benefit of his children,
mother, sisters or sisters' children.
(C) Includes the DDI shares held by Estuary. Also includes DDI
shares held by DANO's wife and trusts for the benefit of DANO,
his mother, his children, his sister and his sister's
children, of which DANO is sole or co-trustee. DANO disclaims
beneficial interest in shares held directly or indirectly by
trusts for the benefit of his sister and his sister's
children, which aggregate 2.56% of DDI's shares.
(3) Limited partnership of which Estuary Corporation, a corporation owned
by DANO's wife and trusts for the benefit of DANO, his mother, his
children, his sister or his sister's children, is the general partner
and two irrevocable trusts of which DANO is sole trustee and he and his
sister are each sole beneficiaries and two revocable trusts for the
benefit of DANO and his sister of which DANO is sole or co-trustee, are
limited partners. RDD and DANO, directors of the general partner, share
voting and dispositive power for shares held by FND, Ltd.
(4) Limited partnership of which ADD Trust (see note (11)) is a general and
limited partner. RODA Trust (see note (10)) and trusts for the benefit
of RDD's children of which RDD is sole trustee, are limited partners
and a corporation of which RODA Trust is a 50% shareholder is a general
partner.
(5) Private charitable foundation established by JED for which DANO, his
wife, his mother and his sister share voting and dispositive power for
Shares which it holds. DANO disclaims any beneficial interest in the
Shares held by such foundation.
13
<PAGE>
(6) Trusts for the benefit of DANO, his children, his sister or his
sister's children. Of the 321,718 Shares held by such trusts, 268,064
Shares are held by trusts for which DANO is sole or co-trustee and
50,654 Shares are held by trusts for which DANO's sister is sole
trustee. DANO disclaims any beneficial interest in 116,756 Shares held
by such trusts of which he is a co-trustee and his sister or his
sister's children are beneficiaries.
(7) Trusts of which MAD's widow, children and other descendants are
beneficiaries. CPS' wife is co-trustee for a trust which holds 39,998
Shares and CPS and his wife are co-trustees for trusts which hold
29,814 Shares.
(8) Trusts for which TWD, his mother, his sisters, his children or his
sisters' children are beneficiaries. Of the 149,548 Shares held by such
trusts, 21,044 Shares are held by trusts for which TWD is sole trustee
and 128,504 Shares are held by trusts for which TWD is co-trustee. TWD
disclaims any beneficial interest in 140,938 Shares which are held by
trusts of which he is a trustee and his mother, his sisters, his
children or his sisters' children are beneficiaries.
(9) Private charitable foundation for which TWD has shared voting and
dispositive power for Shares which it holds. TWD disclaims any
beneficial interest in Shares held by such foundation.
(10) Revocable trust of which RDD is the sole trustee and beneficiary.
(11) Trust of which HJS is sole trustee. RDD has authority to replace
HJS at his discretion. RDD is also among the beneficiaries of
the Trust which is included in the estate of his father.
- ----------------------------------------------------------------
The following table shows the date of purchases of shares during the last
sixty days (60) by the Davises and their affiliates, the number of shares
purchased and the costs thereof, all of which purchases, except as indicated,
having been made in the open market:
Purchased by Date No. of Shares Cost
- ------------ ---- ------------- ----
None.
14
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
The shareholders of DDI and Estuary have entered into shareholder
agreements with respect to their Shares held in each of these corporations,
copies of which agreements are Exhibits 2 and 4, respectively, of Amendment No.
ll to Schedule l3D, which Exhibits are incorporated herein by reference. The
descriptions below of such agreements are modified by and subject to the
provisions of the respective agreements.
In substance these agreements prohibit the transfer of the stock of DDI and
Estuary by the shareholders of these corporations to anyone other than a
"Permitted Shareholder" as defined in the particular agreement. In the case of
DDI, the "Permitted Shareholders" include (l) existing shareholders, (2) any
lineal descendant of ADD, JED, MAD or Tine, (3) trusts, the majority of whose
interest is for the benefit of a Permitted Shareholder, (4) corporations and
partnerships, the majority interest of which is owned by a Permitted Shareholder
and (5) private foundations to which a Permitted Shareholder is a substantial
contributor. In the case of Estuary, the Permitted Shareholders include (l)
existing shareholders, (2) the lineal descendants of JED and (3) any trusts,
corporations, partnerships or foundations similar to those described in phrases
(3), (4) and (5) of the previous sentence.
In addition each of these agreements requires that the Shares of the
respective corporations be voted for the election to the Board of Directors of
certain designated persons or their successors as designated by the surviving or
remaining designated persons. In the case of DDI, the board of directors shall
consist of up to eight members, three of which shall be ADD, JED and MAD and
four of which shall consist of a lineal descendant of each of ADD, JED, MAD and
Tine or a spouse of each such lineal descendant. ADD, JED and MAD have all
deceased. In the case of Estuary, the board of directors shall consist of ADD,
JED, DANO and RDD (the Original Directors) or successors designated by the
Original Directors plus any Additional Directors unanimously nominated by the
Original Directors who shall be elected by the shareholders of the corporation.
No successor has been designated for ADD or JED.
ITEM 7. Material to be Filed as Exhibits
None.
15
<PAGE>
After reasonable inquiry and to the best of knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, correct and complete.
DATED: January 13, 1999
ROBERT D. DAVIS *
--------------------------
Robert D. Davis
T. WAYNE DAVIS *
--------------------------
T. Wayne Davis
A. DANO DAVIS *
--------------------------
A. Dano Davis
CHARLES P. STEPHENS *
--------------------------
Charles P. Stephens
/s/ H. J.Skelton
--------------------------
D.D.I., Inc.
H. J. Skelton, President
/s/ H. J. Skelton
--------------------------
SIVAD Investors, L.L.C.
H. J. Skelton, President
AHLI, Ltd.
By: SIVAD Investors, L.L.C.
General Partner
By: /s/ H. J. Skelton
--------------------------
H. J. Skelton, President
* /s/ H. J. Skelton
--------------------------
H. J. Skelton
Attorney-In-Fact
Pursuant to a power-of-attorney
previously filed with the
Commission which power is
incorporated herein by reference.
16
