<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3 )*
-----
Publix Super Markets, Inc.
-----------------------------------------------------------
(Name of Issuer)
Common Stock
-----------------------------------------------------------
(Title of Class of Securities)
None
------------------------
(CUSIP Number)
Tina P. Johnson, 1936 George Jenkins, Blvd., Lakeland, FL 33601 813/688-1188
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
12/31/94
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class).
(See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 6
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SCHEDULE 13D
CUSIP No. None Page 2 of 6 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Howard M. Jenkins ###-##-####
2 Check the Appropriate Box if A Member of a Group*
(a)[ ]
(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) [ ]
N/A
6 Citizenship or Place of Organization
United States
Number of
Shares 7 Sole Voting Power 43,465,938
Beneficially
Owned By 8 Shared Voting Power 0
Each
Reporting 9 Sole Dispositive Power 14,506,573
Person
With 10 Shared Dispositive Power 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
Legal ownership 43,465,938 shares
12 Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares* [ ]
N/A
13 Percent of Class Represented by Amount in Row 11
Approximately 18.77%
14 Type of Reporting Person*
IN
<PAGE> 3
SCHEDULE 13D
CUSIP No. None Page 3 of 6 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Howard M. Jenkins
Voting Trustee for the Jenkins Family Voting Trust
2 Check the Appropriate Box if a Member of a Group*
(a)[ ]
(b)[x]
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) [ ]
N/A
6 Citizenship or Place of Organization
Florida
Number of
Shares 7 Sole Voting Power 42,910,306
Beneficially
Owned By 8 Shared Voting Power 0
Each
Reporting 9 Sole Dispositive Power 0
Person
With 10 Shared Dispositive Power 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
Legal ownership 42,910,306 shares
12 Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares* [ ]
N/A
13 Percent of Class Represented by Amount in Row 11
Approximately 18.53%
14 Type of Reporting Person*
00
<PAGE> 4
Continuation of Schedule 13D Page 4 of 6 Pages
This statement is the third amendment to a statement on Schedule 13D filed with
the Securities and Exchange Commission on August 7, 1987 (the "Initial
Statement") by Howard M. Jenkins, for himself individually and in his capacity
as Trustee of the Jenkins Family Voting Trust with respect to the common stock,
par value $1.00 per share (the "Common Stock").
The undersigned hereby amends Items 3, 4, 5 & 7 of the initial statement by
adding the following information.
Item 3. Source and Amount of Funds or Other Consideration
The changes that have occurred since the filing of the initial statement and
the first and second amendments in the total number of shares of common stock
on deposit with the Jenkins Family Voting Trust are reflected in Schedule 1,
attached hereto. All such changes have been in accordance with the terms of
the voting trust agreement.
The changes that have occurred in the shares on deposit in Howard M. Jenkins'
individual account are reflected on Schedule 2, attached hereto.
Item 4. Purpose of Transaction
The changes that have occurred since the filing of the initial statement and
the first and second amendments in the total number of shares of common stock
with the Jenkins Family Voting Trust have all been consistent with the terms of
the voting trust, reflecting investment decisions by the individuals holding
voting trust certificates under the voting trust.
The changes that have occurred in the total number of shares of common stock
held by Howard M. Jenkins reflect receipt from the Voting Trust and gifts made
by Howard M. Jenkins.
Item 5. Interest in Securities of the Issuer
1. Howard M. Jenkins
(a) 43,465,938 shares of common stock, approximately 18.77% of the
outstanding common stock.
(b) Sole power to vote 42,910,306 shares (subject to specific
direction by persons owning a majority of the shares in the
voting trust); sole power to vote 493,529 shares (owned by Mr.
Jenkins individually and held directly); sole power to vote
13,289 shares (owned by the Barnett Childrens Trust); sole
power to vote 17,762 shares (owned by the Wesley Robinson
Barnett Trust); sole power to vote 31,052 shares (owned by the
Nicholas Jenkins Barnett Trust); sole power to dispose of
14,344,470 shares; sole power to dispose of 113,289 shares
(owned by the Barnett Childrens Trust); sole power to dispose
of 17,762 shares
<PAGE> 5
Continuation of Schedule 13D Page 5 of 6 Pages
(owned by the Wesley Robinson Barnett Trust); sole power to
dispose of 31,052 shares (owned by the Nicholas Jenkins
Barnett Trust).
(c) See Schedule 2.
2. Jenkins Family Voting Trust, Howard M. Jenkins, voting trustee.
(a) 42,910,306 shares of common stock, approximately 18.53% of the
outstanding common stock,
(b) Sole power to vote over 42,910,306 shares (subject to specific
direction by persons owning a majority of the shares held in
the voting trust); no power to dispose.
(c) See Schedule 1.
Item 7. Material to be Filed as Exhibits
Amendment to Voting Trust Agreement (effective March 1, 1994)
<PAGE> 6
Continuation of Schedule 13D Page 6 of 6 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Signature: /s/ Howard M. Jenkins
---------------------------------------
Howard M. Jenkins, individually and as
voting trustee of the Jenkins Family
Voting Trust
Date: February 13, 1995
<PAGE> 7
SCHEDULE 1
Shares on Deposit
In Jenkins Family Voting Trust
<TABLE>
<CAPTION>
Shares Shares Description of
Date Deposited Removed Transaction
---- --------- ------- -----------
<S> <C> <C> <C>
1/03/94 43,637 Shares transferred
out of Voting Trust
and into name of
Julie Fancelli
1/14/94 181,825 Shares transferred
out of Voting Trust
and into name of
Julie Fancelli
3/28/94 816 Shares transferred
out of Voting Trust
and into name of
Julie Fancelli
3/31/94 1,000,000 Shares transferred
out of Voting Trust
and into name of
David Jenkins
4/22/94 1,000,000 Shares transferred
out of Voting Trust
and into name of
Julie Fancelli
12/23/94 778,860 Shares transferred
out of Voting Trust
and into name of
Julie Fancelli
12/28/94 7,637 Shares transferred
out of Voting Trust
and into name of
Julie Fancelli
12/29/94 36,364 Shares transferred
out of Voting Trust
and into name of
Howard Jenkins
---------
3,049,139
</TABLE>
<PAGE> 8
SCHEDULE 2
Shares Owned by Howard Jenkins
In His Individual Name
<TABLE>
<CAPTION>
Shares Shares Price Description of
Date Acquired Disposed of (If Applicable) Transaction
- ---- -------- ----------- --------------- -----------
<S> <C> <C> <C> <C>
2/09/94 4,545 Gifted shares
12/29/94 36,364 Acquired upon
transfer of his
own shares from
Jenkins Family
Voting Trust
12/29/94 36,364 Gifted shares
-------- --------
36,364 40,909
======== ========
</TABLE>
<PAGE> 9
AMENDMENT TO THE VOTING TRUST AGREEMENT
This is an Amendment (the "Amendment") to a Voting Trust Agreement
dated September 12, 1986 (the "Voting Trust Agreement") among Julia J.
Fancelli, Howard M. Jenkins, Nancy E. Jenkins, and David F. Jenkins, any other
person (including a trustee) who elects to become a party hereto (the
"Shareholders") and Howard M. Jenkins as trustee (the "Trustee").
Background
From time to time, several of the Shareholders have expressed a desire
to sell voting trust certificates representing shares of Publix Super Markets,
Inc. ("Publix") common stock. However, the experience of the Shareholders to
date has been that the voting trust certificates have been difficult to sell.
The Shareholders now realize that it is in their best interest to remove a
number of shares from the voting trust created by the Voting Trust Agreement
(the "Voting Trust") in order that each Shareholder might have a supply of
readily marketable shares of Publix common stock. Accordingly, in the
consideration of the mutual covenants and agreements set forth below, the
parties agree as follows:
Terms
1. Removal of Shares from the Voting Trust. The Trustee shall
transfer 1,000,000 shares of Publix common stock, presently held by the Trustee
pursuant to the Voting Trust Agreement to each of the Shareholders upon
surrender of voting trust certificates representing 1,000,000 shares of Publix
common stock, duly endorsed for cancellation.
2. Effective Time. This Amendment was effective March 1, 1994.
3. Amendment to be Deposited with Publix. The Trustee shall
deposit a copy of an executed copy of this Amendment with the Secretary of
Publix.
1
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4. Voting Trust Agreement to Remain in Full Force and Effect.
Except as specifically amended by this Amendment, the Voting Trust Agreement
will remain in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment on
the dates set forth below.
<TABLE>
<S> <C>
Date: January 20 , 1995. /s/ Julia Jenkins Fancelli
----------------------- ------------------------------
Julia Jenkins Fancelli
Date: January 20 , 1995. /s/ Nancy E. Jenkins
----------------------- ------------------------------
Nancy E. Jenkins
Date: January 20 , 1995. /s/ David F. Jenkins
----------------------- ------------------------------
David F. Jenkins
Date: January 20 , 1995. /s/ Howard M. Jenkins
----------------------- ------------------------------
Howard M. Jenkins
Individually and as Trustee
</TABLE>
2
