SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
AMENDMENT NO. 23
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)
July 8, 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)
39.8%
- -----------------------------------------------------------------
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)
39.8%
- -----------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- -----------------------------------------------------------------
** See Item 5 to the Schedule l3D attached hereto.
3
<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)
40.6%
- -----------------------------------------------------------------
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
5,630 Shares**
Shares _________________________
Beneficially owned 8. SHARED VOTING POWER
11,132,790 Shares**
by Each Reporting _________________________
Person 9. SOLE DISPOSITIVE POWER
5,630 Shares**
With _________________________
l0. SHARED DISPOSITIVE POWER
11,132,790 Shares**
- -----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,138,420 Shares**
- -----------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES
( )
- -----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.5%
- -----------------------------------------------------------------
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)
39.3%
- -----------------------------------------------------------------
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)
38.3%
- -----------------------------------------------------------------
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)
38.3%
- -----------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
- -----------------------------------------------------------------
** See Item 5 to the Schedule l3D attached hereto.
8
<PAGE>
This Amendment No. 23 to Schedule l3D dated July 8 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, Amendment No. 21 thereto dated December 16, 1998, and Amendment
No. 22 thereto dated January 4, 1999, 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
9
<PAGE>
and Tine, respectively. CPS is MAD's daughter's husband.
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
10
<PAGE>
were organized in, and exist under laws of, the States of Florida or Texas.
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 11,829,895 Shares which are the subject of this
amended Schedule l3D filing were held as collateral for bank loans on July 8,
1999.
ITEM 4. Purpose of Transaction.
This Amendment No. 23 of Schedule 13D is being filed to report that certain
of the Davises have entered into an agreement to support AHLIC's agreement to
merge with and into a subsidiary of The Allstate Corporation (the "Merger" and
"Allstate," respectively), pursuant to an agreement and plan of merger and
reorganization, dated as of July 8, 1999 (the "Merger Agreement"). AHLI, Ltd.,
Adfam Partners, Ltd., FND, Ltd. and James E. Davis Family WD Charities, Inc.
(collectively, the "Davis Entities") have entered into a voting agreement dated
as of July 8, 1999 with Allstate (the "Voting Agreement"), a copy of which is
Exhibit 1 to this Amendment No. 23 and is incorporated herein by reference.
Under the Voting Agreement, the Davis Entities have agreed (a) to vote all of
their shares of AHLIC in favor of the Merger, (b) not to take a cash election
but to exchange all of their AHLIC shares for shares of Allstate, and (c) not to
sell any of their Allstate shares received in the merger for a period of six
months after the merger. In addition, the Davis Entities have agreed to vote
against any other proposed acquisition of AHLIC by a third party for six months.
The Voting Agreement will terminate upon the earlier of six months after (a) the
effective date of the Merger or (b) the termination of the Merger Agreement
which is subject to shareholder approval and certain other contingencies.
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 11,829,895 Shares or 42% of the total outstanding Shares of 28,169,416
as of July 8, 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 FAMILY 7,630 5,630 1,000 1,000
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 11,829,895 27,444 21,044 113,062 5,630 71,927 528,810 11,061,978
========== ====== ====== ======= ===== ====== ======= ==========
</TABLE>
(SEE NOTES ON NEXT PAGE)
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 (10) 23.19%
TWD (2) (B) 22.87%
DANO (2) (C) and (3) 27.64%
Aggregate holdings of all other members
of the Davis Family, none of whom have
voting and dispositive power of 9.00% or
more of the outstanding shares of DDI.
26.30%
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 RDDs
children of which RDD is sole trustee, ADFAM Partners, Ltd.
(ADFAM) (SEE NOTE (4)) and Adsons, Inc. ("DSON"), 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, TWDs 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 18.81%, 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 DANOs wife and trusts for the benefit of DANO,
his mother, his children, his sister and his sisters 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 sisters children, which
aggregate 2.50% of DDIs 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.
13
<PAGE>
(4) Limited partnership of which RODA Trust (see note (10)), trusts for the
benefit of RDD's children of which RDD is sole trustee and trusts of
which RDD and his children are among the beneficiaries and HJS is sole
trustee, are limited partners. RDD, at his discretion, has authority to
replace HJS. A corporation of which RODA Trust is a 50% shareholder is
the general partner. RDD disclaims any beneficial interest in the
limited partnership interests which aggregate 3.35% held by trusts for
the benefit of his daughters.
(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.
(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.
- ------------------------------------------------------------------------------
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 Davis Entities have entered into a voting agreement dated as of July 8,
1999 with The Allstate Corporation. For further information concerning this
matter, reference is made to Item 4 of this Amendment No. 23 which information
is incorporated herein by reference.
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
Exhibit 1 Voting Agreement dated as of July 8, 1999 between The Allstate
Corporation, AHLI, Ltd., Adfam Partners, Ltd., FND, Ltd. and
James E. Davis Family WD Charities, Inc.
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: July 20, 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
<PAGE>
EXHIBIT 1
VOTING AGREEMENT
VOTING AGREEMENT dated as of July 8, 1999, (the "Agreement") between
the undersigned stockholders (the "Stockholders") of American Heritage Life
Investment Corporation, a Florida corporation (the "Company"), and The Allstate
Corporation, a Delaware corporation ("Parent").
WHEREAS, concurrently with the execution and delivery of this
Agreement, A.P.L. Acquisition Corporation, a Delaware corporation and a wholly
owned subsidiary of Parent ("Merger Sub"), Parent and the Company have entered
into an Agreement and Plan of Merger and Reorganization dated as of July 8, 1999
(the "Merger Agreement"), providing for the merger of the Company with and into
Merger Sub (the "Merger") pursuant to the terms and conditions of the Merger
Agreement, and setting forth certain representations, warranties, covenants and
agreements of the parties thereto in connection with the Merger; and
WHEREAS, as an inducement and a condition to Parent entering into the
Merger Agreement, pursuant to which the Stockholders will receive the Merger
Consideration (as defined in the Merger Agreement) in exchange for each share of
common stock, par value $1.00 per share, of the Company ("Company Common Stock")
owned by the Stockholders, the Stockholders have agreed to enter into this
Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt,
sufficiency and adequacy of which is hereby acknowledged, the parties hereto
agree as follows:
1. Representations of Stockholders. Each of the Stockholders
represents that it:
(a) is the holder in the capacity set forth on Exhibit A
hereto of that number of shares of Company Common Stock set forth
opposite such Stockholder's name on Exhibit A (the "Shares");
(b) does not beneficially own (as such term is defined in the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) any
shares of Company Common Stock other than the Shares, but excluding any
shares of Company Common Stock which such Stockholder has the right to
obtain upon the exercise of stock options outstanding on the date
hereof;
<PAGE>
(c) has the right, power and authority to execute and deliver
this Agreement and to perform its obligations under this Agreement, and
this Agreement has been duly executed and delivered by such Stockholder
and constitutes a valid and legally binding agreement of such
Stockholder, enforceable in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles; and such execution,
delivery and performance by such Stockholder of this Agreement will not
(i) conflict with, require a consent, waiver or approval under, or
result in a breach of or default under, any of the terms of any
contract, commitment or other obligation (written or oral) to which
such Stockholder is a party or by which such Stockholder is bound; (ii)
violate any order, writ, injunction decree or statute, or any rule or
regulation, applicable to such Stockholder or any of the properties or
assets of such Stockholder; or (iii) result in the creation of, or
impose any obligation on such Stockholder to create, any lien, charge
or other encumbrance of any nature whatsoever upon the Shares;
(d) the Shares are now and will at all times during the term
of this Agreement be held by such Stockholder, or by a nominee or
custodian for the account of such Stockholder, free and clear of all
pledges, liens, proxies, claims, charges, security interests,
preemptive rights and any other encumbrances whatsoever (collectively,
"Encumbrances") with respect to the ownership, transfer or voting of
the Shares, except for Encumbrances created pursuant to secured lending
arrangements in the ordinary course which do not alter the ability of
such Stockholder to comply with the provisions of this Agreement (the
"Secured Lending Arrangements"); and there are no outstanding options,
warrants or rights to purchase or acquire, or other agreements relating
to, the Shares other than this Agreement; and
(e) At the Effective Time (as defined in the Merger Agreement)
of the Merger, such Stockholder will deliver the Shares and any New
Shares free and clear of all Encumbrances.
The representations and warranties contained herein shall be
made as of the date hereof and as of each date from the date hereof through and
including the date that the Merger is consummated.
2. Agreement to Vote Shares. Each of the Stockholders agrees to vote
the Shares held by it and any New Shares (as defined in Section 6 hereof)
acquired by it or any entity under its control, (a) in favor of adoption and
approval of the Merger Agreement and the Merger (and each other action and
transaction contemplated by the Merger Agreement and this Agreement) at every
meeting of the stockholders of the Company at which such matters are considered
and at every adjournment thereof and (b) against any action or proposal that
would compete with or could serve to materially interfere with, delay,
discourage, adversely affect or inhibit the timely consummation of the Merger.
Any such vote shall be cast or consent shall be given in accordance with such
procedures relating thereto as shall ensure that it is duly counted for purposes
of determining that a quorum is present and for purposes of recording the
results of such vote or consent. Each of the Stockholders also agrees to use its
best efforts to take, or cause to be taken, all action, and do, or cause to be
done, all things necessary or advisable in order to consummate and make
effective the transactions contemplated by this Agreement.
<PAGE>
3. No Voting Trusts. After the date hereof, each Stockholder agrees
that it will not, nor will it permit any entity under its control to, deposit
any Shares in a voting trust or subject any Shares to any arrangement with
respect to the voting of the Shares other than agreements entered into with
Parent or Merger Sub.
4. No Proxy Solicitations. Each of the Stockholders agrees that it will
not, nor will it permit any entity under its control to, (a) solicit proxies or
become a "participant" in a "solicitation" (as such terms are defined in
Regulation 14A under the Exchange Act) in opposition to or competition with the
consummation of the Merger or otherwise encourage or assist any party in taking
or planning any action which would compete with or otherwise could serve to
interfere with, delay, discourage, adversely affect or inhibit the timely
consummation of the Merger in accordance with the terms of the Merger Agreement,
(b) directly or indirectly encourage, initiate or cooperate in a stockholders'
vote or action by consent of the Company's stockholders in opposition to or in
competition with the consummation of the Merger, or (c) become a member of a
"group" (as such term is used in Section 13(d) of the Exchange Act) with respect
to any voting securities of the Company for the purpose of opposing or competing
with the consummation of the Merger; provided, that the foregoing shall not
restrict any stockholder who is also director of the Company from taking any
action as a Company director that such director reasonably believes (upon
written advice of outside counsel) is necessary to satisfy such director's
fiduciary duties to stockholders of the Company under applicable law, including
consideration of Section 607.0830(3) of the Florida Business Corporation Act.
5. Transfer and Encumbrance.
(a) Other than pursuant to the Merger Agreement, each of the
Stockholders agrees not to voluntarily transfer, sell, offer, pledge or
otherwise dispose of or encumber, except for Encumbrances created
pursuant to the Secured Lending Arrangements ("Transfer"), any of the
Shares or New Shares prior to the date this Agreement shall be
terminated in accordance with its terms.
(b) Each of the Stockholders agrees not to exercise a Cash
Election (as defined in the Merger Agreement) in connection with the
Merger. At and after the Effective Time of the Merger, each of the
Stockholders agrees not to Transfer any shares of Parent Common Stock
(as defined in the Merger Agreement) prior to the date this Agreement
shall be terminated in accordance with its terms.
<PAGE>
6. Additional Purchases. Each of the Stockholders agrees that in the
event (i) of any stock dividend, stock split, recapitalization,
reclassification, combination or exchange of shares of capital stock of the
Company on, of or affecting the Shares, (ii) such Stockholder purchases or
otherwise acquires beneficial ownership of any shares of Company Common Stock
after the execution of this Agreement, or (iii) such Stockholder voluntarily
acquires the right to vote or share in the voting of any shares of Company
Common Stock other than the Shares (collectively, "New Shares"), such New Shares
shall be subject to the terms of this Agreement to the same extent as if they
constituted Shares.
7. Specific Performance. The parties hereto severally agree that if
either party fails to comply with any of its obligations under this Agreement,
that every such obligation is material and that, in the event of any such
failure, the other party will be immediately and irreparably harmed and will not
have an adequate remedy at law or damages. In such event, each party agrees that
the other party shall have the right, in addition to any other rights it may
have, to specific performance of this Agreement. Accordingly, if either party
should institute an action or proceeding seeking specific enforcement of the
provisions hereof, the other party hereby waives the claim or defense that such
party has an adequate remedy at law and hereby agrees not to assert in any such
action or proceeding the claim or defense that such party has failed to show any
or all of the elements necessary to the granting of such relief. Each party
further agrees to waive any requirements for the securing or posting of any bond
in connection with obtaining any such equitable relief.
8. Binding Effect; Assignment. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective successors, permitted
assigns and legal representatives. Neither this Agreement or the other
agreements contemplated hereby, nor any of the rights, interests or obligations
hereunder or thereunder, may be assigned, in whole or in part, by operation of
law or otherwise by any party hereto without the prior written consent of the
other parties hereto and any such assignment that is not consented to shall be
null and void; provided, however, that Parent may transfer and assign, by
written notice to the Company, its rights and obligations hereunder to any of
its direct or indirect wholly owned subsidiaries (including Merger Sub), but no
such transfer shall relieve Parent of its obligations hereunder if such
transferee does not perform such obligations.
9. Entire Agreement. This Agreement, together with the other agreements
contemplated hereby, and the other documents referred to therein, contains the
entire agreement among the parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings, written or oral, with
respect thereto.
10. Waivers and Amendments; Non-Contractual Remedies; Preservation of
Remedies. This Agreement may be amended, superseded, canceled, renewed or
extended, and the terms hereof may be waived, only by a written instrument
signed by each of the parties or, in the case of a waiver, by the party waiving
compliance. No delay on the part of any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any waiver on
the part of any party of any right, power or privilege, nor any single or
partial exercise of any such right, power or privilege, preclude any further
exercise thereof or the exercise of any other such right, power or privilege.
The rights and remedies herein provided are cumulative and are not exclusive of
any rights or remedies that any part may otherwise have at law or in equity.
<PAGE>
11. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF FLORIDA, WITHOUT GIVING EFFECT TO THE
PRINCIPLES OF CONFLICTS OF LAWS THEREOF.
12. Waiver of Jury Trial. Each party to this Agreement waives, to the
fullest extent permitted by applicable law, any right it may have to a trial by
jury in respect of any action, suit or proceeding arising out of or relating to
this Agreement.
13. Interpretation.
(a) The parties acknowledge and agree that they may pursue
judicial remedies at law or equity in the event of a dispute with
respect to the interpretation or construction of this Agreement.
(b) For purposes of this Agreement, the words "hereof,"
"herein," "hereby" and other words of similar import refer to this
Agreement as a whole unless otherwise indicated. Whenever the words
"include," "includes," or "including" are used in this Agreement, they
shall be deemed to be followed by the words "without limitation."
Whenever the singular is used herein, the same shall include the
plural, and whenever the plural is used herein, the same shall include
the singular, where appropriate.
(c) No provision of this Agreement will be interpreted in
favor of, or against, either party hereto by reason of the extent to
which any such party or its counsel participated in the drafting
thereof or by reason of the extent to which any such provision is
inconsistent with any prior draft hereof or thereof.
14. No Third Party Beneficiaries. This Agreement is not intended and
may not be construed to create any rights in any parties other than the parties
named herein and their respective successors or assigns, and it is not the
intention of the parties to confer third-party beneficiary rights upon any other
person.
15. Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable the parties direct that such court interpret and apply the
remainder of this Agreement in the manner that it determines most closely
effectuates their intent in entering into this Agreement, and in doing so
particularly take into account the relative importance of the term, provision,
covenant or restriction being held invalid, void or unenforceable.
16. Counterparts. This Agreement may be executed by the parties hereto
in separate counterparts, each of which when so executed and delivered shall be
an original, but all such counterparts shall together constitute one and the
same instrument.
<PAGE>
17. Termination. This Agreement shall terminate six months after the
earliest of (i)the Effective Time (as defined in the Merger Agreement) or (ii)
the termination of the Merger Agreement in accordance with its terms.
18. Headings. The headings in this Agreement are for reference only,
and shall not affect the interpretation of this Agreement.
19. Time of Effectiveness. The obligations of each of the Stockholders
as set forth in this Agreement shall not be effective or binding upon each such
Stockholder until after such time as the Merger Agreement is executed and
delivered by the Company, Parent and Merger Sub, and the parties agree that
there is not and has not been any other agreement, arrangement or understanding
between the parties hereto with respect to the matters set forth herein.
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed and delivered by its respective duly authorized
officers, all as of the date first above written.
The Allstate Corporation
------------------------
By: s/James P. Zils
------------------------------
Name: James P. Zils
Title: Vice President and Treasurer
American Heritage Life Investment Corporation
- ---------------------------------------------
Shareholders Signature
- ------------ ---------
1. AHLI Ltd. SIVAD INVESTORS, L.L.C.
As General Partner of AHLI, LTD.
By: s/Robert D. Davis
------------------------------
Robert D. Davis
Its Vice President
------------------------------
2. ADFAM PARTNERS, LTD. TWOBROS, INC.
As General Partner of ADFAM PARTNERS, LTD.
By: s/Robert D. Davis
------------------------------
Robert D. Davis
Its President
------------------------------
3. FND, LTD. ESTUARY CORPORATION
As General Partner of FND, LTD.
By: s/A. Dano Davis
------------------------------
A. Dano Davis
Its President
------------------------------
4. JAMES E. DAVIS FAMILY- JAMES E. DAVIS FAMILY-
WD CHARITIES, INC. WD CHARITIES, INC.
By: s/A. Dano Davis
------------------------------
A. Dano Davis
Its President
------------------------------
7
<PAGE>
Exhibit "A"
Number of Shares of
American Heritage Life
Investment Corporation
Named Entity Common Stock
- ------------ ------------
AHLI, Ltd. 10,797,178
FND, Ltd. 76,798
ADFAM Partners, Ltd. 47,696
James E. Davis Family-
WD Charities, Inc. 39,998
8
