<PAGE>
PUBLIX SUPER MARKETS, INC.
1936 George Jenkins Boulevard
Lakeland, Florida 33815
NOTICE AND PROXY STATEMENT
for Action to be Taken by Written Consent
in Lieu of a Special Meeting of Stockholders
To Our Stockholders:
Enclosed is a Proxy Statement and Consent Card that is being
furnished by the Board of Directors of Publix Super Markets, Inc.
(the "Company"), to solicit your written consent to approve the
following action without a meeting of the stockholders of the
Company:
An amendment to the Company's Employee Stock Purchase Plan
to increase the number of shares available to be sold under
the Plan from and after November 1, 1992 from 10,000,000 to
20,000,000.
The Publix Super Markets, Inc. Employee Stock Purchase Plan
(the "ESPP") currently provides that the maximum number of shares
that may be sold under the ESPP from and after November 1, 1992
is 10,000,000. The purpose of the ESPP is to provide the
Company's employees with an opportunity, through the purchase of
stock, to become part owners of the Company or to increase the
amount of their stock ownership. As of July 9,1998, there were
only 403,793 shares available to be sold under the ESPP and the
Board of Directors has determined that this number of shares is
insufficient to meet the anticipated purchases to be made by
employees in the future. As a result, the Board of Directors has
approved an amendment to the ESPP increasing the maximum number
of shares of Common Stock that may be sold under the plan from
and after November 1, 1992 to 20,000,000. To be effective, this
amendment must be approved by a majority of the stockholders of
the Company.
The Company's Board of Directors recommends that the Company's
stockholders approve the amendment. The close of business on
July 13, 1998 has been fixed by the Board of Directors as the
record date for the determination of the stockholders entitled to
notice of and to execute the enclosed Consent Card.
You are requested to vote, date, sign and mail the enclosed
Consent Card promptly in the enclosed addressed envelope.
By order of the Board of Directors,
/s/ S. KEITH BILLUPS
----------------------------------
S. Keith Billups
Secretary
July 15, 1998
<PAGE>
PUBLIX SUPER MARKETS, INC.
1936 George Jenkins Boulevard
Lakeland, Florida 33815
PROXY STATEMENT
FOR ACTION TO BE TAKEN BY WRITTEN CONSENT
IN LIEU OF A SPECIAL MEETING OF STOCKHOLDERS
To Our Stockholders: July 15, 1998
This Proxy Statement is furnished in connection with the
solicitation of consents by the Board of Directors of Publix
Super Markets, Inc. (the "Company"), from the holders of the
Company's common stock (the "Common Stock"), to take action by
written consent in lieu of a special meeting of the stockholders
of the Company.
It is important that executed Consent Cards be returned
promptly to avoid unnecessary expense. Therefore, you are urged
regardless of the number of shares of stock owned, to vote, date,
sign and return the enclosed Consent Card promptly.
The approximate date on which these materials are to be mailed
to stockholders is August 10, 1998.
GENERAL INFORMATION
VOTING SECURITIES OUTSTANDING
Shares of Common Stock are the only outstanding voting
securities of the Company.
The Board of Directors, in accordance with the bylaws, has
fixed the close of business on July 13, 1998 as the record date
(the "Record Date") for determining the stockholders entitled to
notice of and to consent to the proposed amendment to the
Company's Employee Stock Purchase Plan (the "ESPP"). At the
close of business on such date, the outstanding number of voting
securities of the Company was 217,576,218 shares of Common Stock,
each of which is entitled to one vote.
<PAGE>
SOLICITATION OF WRITTEN CONSENTS
Under the Company's Articles of Incorporation, as amended, and
its Bylaws and pursuant to Florida law, any action which may be
taken at any annual or special meeting of the stockholders of the
Company may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action
so taken, is signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted.
The matter being considered by the stockholders is being
submitted for action by written consent, rather than by votes
cast at a meeting. The entire cost of preparing and mailing the
proxy material will be borne by the Company. Solicitation of
consents will be made by mail, personally or by telephone by
regular employees of the Company. Votes will be tabulated by
employees of the Company.
VOTING PROCEDURES
The amendment will be deemed to have been approved on the
earliest date (the "Effective Date") after August 20, 1998 on
which the Company has received consents that have not previously
been revoked and which represent the approval of a majority of
the shares of Common Stock issued and outstanding on the Record
Date, provided that such approval is received within 60 days of
the date of the earliest dated consent delivered to the Company.
Stockholders are being requested to indicate approval of the
amendment by checking the appropriate box on the enclosed Consent
Card and executing the Consent Card. An abstention or a failure
to vote is equivalent to a "no" vote when a majority vote of all
outstanding shares is required. FAILURE TO CHECK ANY OF THE
BOXES WILL, IF THE CONSENT CARD HAS BEEN SIGNED, CONSTITUTE
APPROVAL OF THE PROPOSAL. You may revoke your consent at any
time before the Effective Date by submitting another Consent Card
bearing a later date. Consent Cards may not be revoked after the
Effective Date.
The text of the amendment has not been set forth on the
Consent Card itself due to space limitations. Nevertheless,
signing and indicating approval on the Consent Card will be
deemed to be written consent to the approval of the amendment.
No dissenters' or similar rights apply to stockholders who do not
approve the Proposal.
The Board recommends that you vote "FOR" approval of the
amendment to the ESPP.
PRINCIPAL STOCKHOLDERS
The following table sets forth, as of the close of business on
July 9, 1998, the information with respect to the ownership of
Common Stock by all directors, including some who are 5% or more
beneficial owners, and all officers and directors as a group.
Also listed are others known by the Company to own beneficially
5% or more of the shares of the Company's Common Stock.
<PAGE>
<TABLE>
<CAPTION>
Amount and Nature of
Name Beneficial Ownership (1) Percent of Class
---- ------------------------ ----------------
<S> <C> <C>
Carol Jenkins Barnett 11,978,767 (2) 5.51
Hoyt R. Barnett 22,562,186 (3) 10.37
W. Edwin Crenshaw 629,720 *
Mark C. Hollis 1,411,414 (4) *
Charles H. Jenkins, Jr. 1,702,750 *
Howard M. Jenkins 14,006,850 (5) 6.44
Tina P. Johnson 3,538,324 (6) 1.63
E.V. McClurg 1,788,062 *
William H. Vass 32,378,982 (7) 14.88
All Officers and
Directors as a group
(28 individuals) 89,391,746 (8) 41.09
All Other Beneficial Owners:
----------------------------
Publix Super Markets, Inc.
Profit Sharing Plan 21,200,000 9.75
Publix Super Markets, Inc.
Employee Stock Ownership
Plan and Trust 32,351,508 14.87
Nancy E. Jenkins 14,703,305 6.76
</TABLE>
___________________________________
* Shares represent less than 1% of class.
(1) As used in the foregoing table, "beneficial ownership" means
the sole or shared voting or investment power with respect to
the Common Stock. Holdings of officers include shares
allocated to their individual accounts in the Company's
Employee Stock Ownership Plan ("ESOT"), over which each
officer exercises sole voting power and shared investment
power. In accordance with the beneficial ownership
regulations, the same shares of Common Stock may be included
as beneficially owned by more than one individual or entity.
The address for all beneficial owners is 1936 George Jenkins
Boulevard, Lakeland, Florida 33815.
(2) Includes 1,235,985 shares which are also shown as
beneficially owned by Carol Jenkins Barnett's husband, Hoyt R.
Barnett, but excludes all other shares beneficially owned by
Hoyt R. Barnett, as to which Carol Jenkins Barnett disclaims
beneficial ownership.
(3) Hoyt R. Barnett is Trustee of the Profit Sharing Plan, which
is the record owner of 21,200,000 shares of Common Stock over
which he exercises sole voting and investment power. Total
shares beneficially owned include 1,235,985 shares also shown
as beneficially owned by his wife, Carol Jenkins Barnett, but
exclude all other shares of Common Stock beneficially owned by
Carol Jenkins Barnett, as to which Hoyt R. Barnett disclaims
beneficial ownership.
<PAGE>
(4) All shares are owned in a family trust over which Mark C.
Hollis is Co-Trustee with his wife. As Co-Trustee, Mark C.
Hollis has shared voting and investment power for these
shares.
(5) Howard M. Jenkins has sole voting and sole investment power
over 3,126,015 shares of Common Stock which are held directly,
sole voting and sole investment power over 162,103 shares
which are held indirectly and shared voting and shared
investment power over 10,700,373 shares which are held
indirectly.
(6) Tina P. Johnson is Trustee of the 401(k) Plan - Publix Stock
Fund which is the record owner of 3,484,822 shares of Common
Stock over which she has sole voting and shared investment
power.
(7) William H. Vass is Trustee of the ESOT, which is the record
owner of 32,351,508 shares of Common Stock over which he has
shared investment power. As Trustee, William H. Vass
exercises sole voting power over 626,744 shares in the ESOT
because such shares have not been allocated to participants'
accounts. For ESOT shares allocated to participants'
accounts, as Trustee, William H. Vass votes shares as
instructed by participants. Additionally, as Trustee, William
H. Vass votes ESOT shares for which no instruction is
received. Mr. Vass has resigned as the ESOT Trustee effective
August 1, 1998 and Hoyt R. Barnett will replace him in that
capacity.
(8) Includes 57,036,330 shares of Common Stock owned by the
Profit Sharing Plan, ESOT and 401(k) Plan.
AMENDMENT OF THE COMPANY'S EMPLOYEE STOCK PURCHASE PLAN
THE AMENDMENT
In 1989, the Board of Directors and stockholders of the
Company adopted the Publix Super Markets, Inc. Employee Stock
Purchase Plan. The purpose of the ESPP is to provide the
Company's employees with an opportunity, through the purchase of
stock, to become part owners of the Company or to increase the
amount of their stock ownership.
The ESPP currently provides that the maximum number of shares
that may be sold under the ESPP from and after November 1, 1992
is 10,000,000. As of July 9, 1998, there are only 403,793 shares
available to be sold under the ESPP and the Board of Directors
has determined that this number of shares is insufficient to meet
the anticipated purchases to be made by employees in the future.
As a result, the Board of Directors has approved, subject to
approval by a majority of the stockholders of the Company, an
amendment to the ESPP increasing the maximum number of shares of
Common Stock that may be sold under the plan from and after
November 1, 1992 to 20,000,000.
Rather than incurring the expense of a special meeting, the
Board of Directors believes that it is in the best interests of
the Company and its stockholders to solicit approval of the
amendment to the ESPP as of the earliest possible date. In order
to accomplish this objective, the Board of Directors is hereby
soliciting approval of the amendment by the Company's
stockholders by written consent in lieu of a special meeting of
such stockholders.
<PAGE>
The amendment to the Company's ESPP will be approved if
consents approving the amendment and representing a majority of
all of the votes entitled to be cast by the Company's
stockholders are received by the Company. The Board recommends
that you vote "FOR" approval of the amendment to the ESPP.
SUMMARY OF THE ESPP
In general, all employees who have been employed for one
continuous year by the Company and its subsidiaries are eligible
to participate in the ESPP, except employees on an unpaid leave
of absence or receiving disability pay. An employee's right to
purchase shares or otherwise participate in the ESPP is not
transferable and ceases if the employee's employment is
terminated for any reason. No consideration will be received by
the Company for the granting of the right to acquire stock under
the ESPP other than the services rendered to the Company by the
employee in such capacity.
The ESPP provides for four offering periods - March 1 through
March 31, May 1 through June 30, August 1 through September 30
and November 1 through December 31 - for each twelve month period
through December 31, 2014. An eligible employee shall be
eligible to purchase shares during any of the foregoing noted
offering periods occurring after such employee has one continuous
year of employment.
During each 12-month period commencing on the anniversary date
of the employee's continuous employment, the maximum number of
shares that an eligible employee can purchase is as follows:
2,000 shares for each year of continuous employment up to nine
years of continuous employment; 20,000 shares for 10-14 years of
continuous employment; 30,000 shares for 15-19 years of
continuous employment; 40,000 shares for 20-24 years of
continuous employment, and 50,000 shares for 25 and greater years
of continuous employment. Within these limits, an eligible
employee is able to elect to purchase as many or as few shares in
each offering period as he or she chooses. An eligible employee
may not carry forward to a future year shares not purchased in
the current year.
The price of shares purchased under the ESPP is the fair
market value of the Common Stock at the end of the fiscal quarter
immediately preceding the applicable offering period. The fair
market value of the Common Stock is determined by the Board of
Directors of the Company based upon appraisals prepared by an
independent appraiser. The price of the Common Stock based on
the latest independent appraisal as of March 28, 1998 was $34.75
per share. Payment for the shares is required no later than the
last day of the applicable offering period by check drawn on an
account of the employee or by money order where the employee is
the remitter.
The ESPP is administered by the Employee Stock Purchase Plan
Committee whose members are composed of at least three directors.
The Employee Stock Purchase Plan Committee has the sole and
exclusive authority to administer the ESPP.
The Board of Directors has the right to amend, modify or
terminate the ESPP at any time without notice, except that,
without stockholder approval, the Board cannot amend the ESPP to
increase the maximum number of shares available to be sold under
the ESPP or change the price from fair market value at which the
shares can be sold.
<PAGE>
As of the end of fiscal 1997, the Company had approximately
111,000 employees.
FEDERAL INCOME TAX CONSEQUENCES
The ESPP does not, and is not designed to, qualify under
section 401(a) of the Internal Revenue Code. That section
relates primarily to qualified profit sharing and pension plans.
In general, an employee will not realize any taxable income
solely as a result of purchasing shares under the ESPP. An
employee will recognize gain or loss for federal income tax
purposes only when the shares are sold or otherwise disposed.
The amount of gain or loss, in general, will be the difference
between the amount that the employee receives for the shares sold
and the amount paid by the employee for the shares. Any gain or
loss will generally be taxed as a capital gain or a capital loss,
with the length of time the employee held the stock determining
whether the gain or loss will be treated as short term or long
term.
The specific application and impact of the tax rules will vary
depending on the specific personal situation of individual
employees.
PLAN BENEFITS -- ESPP
The following table provides information regarding the number
of stock purchase rights and the dollar value of stock purchase
rights under the ESPP.
<TABLE>
<CAPTION>
Name and Position Dollar Number of
Value Units
----------------- ------ ---------
<S> <C> <C>
Howard M. Jenkins,
Chairman of the Board
and Chief Executive (1) (1)
Officer
Charles H. Jenkins, Jr.,
Chairman of the Executive (1) (1)
Committee
W. Edwin Crenshaw,
President (1) (1)
William H. Vass,
Executive Vice President (1) (1)
Hoyt R. Barnett,
Executive Vice President (1) (1)
Executive Group (2) (1) (1)
Non-Executive Director * *
Group (3)
Non-Executive Officer (1) (1)
Employee Group (4)
</TABLE>
____________________________
* Not eligible for participation
<PAGE>
(1) Participation in the ESPP is voluntary. The Company cannot determine
the amount of shares that will be purchased in the future. During
fiscal 1997, no shares were purchased under this plan by Messrs. H.
Jenkins, C. Jenkins, Crenshaw, Vass and Barnett. In fiscal 1997, 11,120
aggregate shares and 2,626,257 aggregate shares of Common Stock were
purchased under this plan by the Executive Group and the Non-Executive
Officer Employee Group, respectively. The dollar values of the
aggregate shares purchased by the Executive Group and Non-Executive
Officer Employee Group determined using the fair market value of the
Company's Common Stock of $34.75 per share based on the latest
independent appraisal as of March 28, 1998 are $386,420.00 and
$91,262,430.75, respectively.
(2) Consists of 26 officers and directors, including the five executive
officers listed above.
(3) Consists of two directors who are not employees of the Company.
(4) Consists of all eligible employees of the Company who are not in the
executive group (see footnote (2) above).
PROPOSALS OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the 1999 Annual
Meeting of Stockholders must be received at the Company's executive offices
prior to December 9, 1998, for consideration for inclusion in the Proxy
Statement relating to that meeting.
********************
ALL STOCKHOLDERS ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE
ACCOMPANYING CONSENT CARDS IN THE ENCLOSED ENVELOPE AS SOON AS
POSSIBLE.
By order of the Board of Directors,
/s/ S. KEITH BILLUPS
----------------------------------
S. Keith Billups
Secretary
July 15, 1998
<PAGE>
CONSENT CARD
SOLICITED BY THE BOARD OF DIRECTORS
OF PUBLIX SUPER MARKETS, INC.
FOR ACTION BY WRITTEN CONSENT OF STOCKHOLDERS
IN LIEU OF A SPECIAL MEETING
Resolved that the stockholders of this company approve and
authorize an amendment to the Publix Super Markets, Inc. Employee
Stock Purchase Plan to increase the number of shares available to
be sold under the Plan from and after November 1, 1992 from
10,000,000 to 20,000,000.
The Board of Directors recommends voting FOR Giving Consent for
the adoption of the above resolution:
__ FOR Giving Consent __AGAINST Giving Consent __ABSTAIN
Failure to check any of the boxes with respect to the proposal
will, if this Consent Card has been signed and dated, constitute
approval of and consent to the adoption of the proposal.
The undersigned acknowledges receipt of the Company's Notice and Proxy
Statement dated July 15, 1998 relating to this written consent. The
undersigned does hereby revoke any consent previously given with respect to
the shares represented by this Consent Card.
Dated:____________________, 1998
________________________________
Signature
________________________________
Signature if held jointly
NOTE: Your signature should appear as your
name appears hereon. As to shares held in
joint names, each joint owner should sign.
If the signer is a corporation, please sign
full corporate name by a duly authorized
officer. If a partnership, please sign in
partnership name by an authorized person.
If signing as attorney, executor,
administrator, trustee, guardian, or in
other representative capacity, please give
full title as such.
PLEASE MARK, SIGN AND DATE THIS CONSENT CARD
AND PROMPTLY RETURN IT USING THE ENCLOSED ENVELOPE.
<PAGE>
PUBLIX SUPER MARKETS, INC.
Request for Voting Instructions in connection with requested Stockholder
Consent to Approve Amendment to Employee Stock Purchase Plan
The undersigned, a participant or beneficiary in the Publix Super Markets,
Inc. Employee Stock Ownership Plan (the "ESOT"), with respect to all shares
of Common Stock of Publix Super Markets, Inc. (the "Company") allocated to
the ESOT account of the undersigned, the voting and similar rights of which
are accorded to the undersigned under the ESOT (the "Account Shares"), does
hereby request and instruct the Trustee of the ESOT, or the Trustee's
designee, to act with respect to all of the Account Shares entitled to vote
in connection with the request for stockholder consent to the proposed
amendment to the Company's Employee Stock Purchase Plan, in any manner and
with the same effect as if the undersigned were the record owner of the
Account Shares. The undersigned authorizes and instructs the Trustee or
his designee to act as follows with respect to the resolution set forth
below:
Resolved that the stockholders of this company approve and authorize
an amendment to the Publix Super Markets, Inc. Employee Stock Purchase
Plan to increase the number of shares available to be sold under the
Plan from and after November 1, 1992 from 10,000,000 to 20,000,000.
__FOR Giving Consent __AGAINST Giving Consent __ABSTAIN
The Trustee will act as directed above if this consent card is properly
executed and timely returned. If no specification is made, or this consent
card is not returned, the shares will be voted FOR Giving Consent.
The undersigned acknowledges receipt of the Company's Notice and Proxy
Statement dated July 15, 1998 relating to the request for action to be
taken by written consent. The undersigned revokes any proxy previously
given for the Account Shares relating to the above matter.
______________ ___________________________________
Date Signature
Note: Your signature should appear as your name appears on the reverse
side. If signing as attorney, executor, administrator, trustee,
guardian or other representative capacity, please give full title as
such.
<PAGE>
Appendix
AMENDMENT AND RESTATEMENT
OF
PUBLIX SUPER MARKETS, INC.
EMPLOYEE STOCK PURCHASE PLAN
(effective May 1, 1998)
1. PURPOSE OF THE PLAN. The purpose of the Publix Super Markets, Inc.
Employee Stock Purchase Plan (the "Plan") is to provide employees of Publix
Super Markets, Inc. (the "Company") and certain related entities
(collectively, the "Sponsoring Employers," as defined in paragraph 2(b))
with an opportunity to acquire a proprietary interest in the Company
through the purchase of authorized but unissued shares of common stock (par
value $1.00 per share) of the Company (referred to simply as the "shares").
The Plan also provides written confirmation of certain procedures regarding
shares purchased pursuant to stock purchase agreements executed or issued
pursuant to stock purchase programs or arrangements in effect prior to the
effectiveness of the Plan (the "Prior Shares").
2. EMPLOYEES ELIGIBLE TO PARTICIPATE. (a) Any person who is employed
by any of the Sponsoring Employers during an Offering Period (as defined in
paragraph 3(a)) is eligible to participate in the Plan (and will be
referred to as an "eligible or participating employee"), except no person
shall be an eligible or participating employee during such time that (i)
such person has less than one (1) year of Continuous Employment (as defined
in paragraph 3(c)), (ii) such person is on an unpaid leave of absence or is
on any type of disability leave or (iii) such person is not a bona fide
permanent domiciliary of a state as to which either (A) the shares and
persons effecting their sale have been registered under the applicable
provisions of the securities laws of such jurisdiction or (B) the Company
has been advised by its counsel that the shares may be offered and sold in
compliance with applicable law without such registration (in either case, a
"Covered State"), and no person shall be an eligible or participating
employee if such person's employment is terminated for any reason prior to
satisfaction of the participation and payment requirements of paragraph 6.
(b) Sponsoring Employers are the Company and its subsidiaries.
3. OFFERING PERIODS. (a) Subject to change or modification at any time
and from time to time by the Employee Stock Purchase Plan Committee (the
"Committee," constituted as provided in paragraph 12(a)), there will be
four (4) offering periods -- March 1 through March 31, May 1 through June
30, August 1 through September 30, and November 1 through December 31 --
for each twelve (12) month period during the term of the Plan
(individually, an "Offering Period"); provided, however, if the term of the
Plan commences during an Offering Period, such Offering Period shall begin
only as of the commencement date of the term of the Plan. Except for the
Maximum Number of Shares (as defined in paragraph 5(a)) to be offered under
this Plan, and except for the limitation on the number of shares for which
each eligible employee may subscribe, there shall be no limit on the
aggregate number of shares for which subscriptions may be made during any
particular Offering Period.
(b) An eligible employee may subscribe for shares during the
portion of any Offering Period occurring during the twelve (12) month
period commencing with his or her first Anniversary Date (as defined in
paragraph 3(c)). An eligible employee's right to subscribe for shares
during subsequent twelve (12) month periods shall accrue on each subsequent
Anniversary Date.
(c) The Anniversary Date shall be the day on which an eligible
employee has completed twelve (12) months Continuous Employment with any
Sponsoring Employer. For these purposes, Continuous Employment shall mean
continued, regular employment by any of the Sponsoring Employers on a
full-time or part-time basis. Continuous Employment is not deemed to be
interrupted if an eligible or participating employee transfers or is
transferred from one Sponsoring Employer to another Sponsoring Employer
without any break in service. Service for a predecessor organization may be
included in Continuous Employmentupon authorization by the Committee in its
discretion. Authorized leaves of absence for medical or other purposes (in
accordance with guidelines established by the Committee) shall be included
as periods of Continuous Employment, including those times when the
employee is on an authorized leave of absence but is not eligible to
participate because of the requirements of paragraph 2(a)(ii).
<PAGE>
4. PRICE. The purchase price per share during any Offering
Period shall be the fair market value of the Company's common
stock as of the end of the Company's fiscal quarter immediately
preceding the first day of the respective Offering Period,
determined by the Board of Directors of the Company based upon
appraisals prepared by an independent appraiser.
5. NUMBER OF SHARES TO BE SOLD. (a) The maximum number of
shares that may be sold under the Plan from and after November 1,
1992 is 10,000,000 (the "Maximum Number of Shares"),
(b) During the Offering Periods (or parts thereof)
occurring during the twelve (12) month period beginning on an
eligible employee's Anniversary Date, the eligible employee shall
be entitled to subscribe for the following number of shares:
Number of Years of 12-Month
Continuous Employment Purchase Limits
1 2,000 shares
2 4,000
3 6,000
4 8,000
5 10,000
6 12,000
7 14,000
8 16,000
9 18,000
10-14 20,000
15-19 30,000
20-24 40,000
25 and greater 50,000
(c) Any shares an eligible employee is entitled to
purchase during the specified twelve (12) month period, but which
are not purchased during such period, shall not be carried over
to subsequent periods.
(d) Subscriptions shall be allowed for full shares
only. If the amount of the eligible employee's check does not
equal the purchase price for the number of shares requested, the
eligible employee will be issued the greatest number of whole
shares that can be purchased with the funds provided and the
balance, if $1.00 or over, will be refunded in a Publix gift
certificate or check at the Company's discretion.
(e) If at any time subscriptions for shares are
received that, upon the issuance of such shares, would exceed the
Maximum Number of Shares, the aggregate number of shares covered
by all such pending subscriptions shall be reduced to such lower
figure as may be necessary to eliminate the oversubscription. Any
reduction shall be effected on as equitable a basis as possible
among subscribers, but in no event shall such reduction result in
a subscription for fractional shares.
6. PARTICIPATION AND PAYMENT. (a) An eligible employee may
become a participant in an Offering Period (i) by completing a
Stock Purchase Agreement, indicating the number of shares to be
purchased, and such other documents as the Committee may require
(collectively, the "Purchase Documents") and (ii) by tendering
<PAGE>
the Purchase Documents, together with a check or money order
(payable in U.S. funds) for the full subscription price to the
Secretary of the Company at any time during the Offering Period.
Purchase Documents and payments received by the Secretary of the
Company before or after any Offering Period (unless postmarked
during the Offering Period) shall be void and shall be given no
effect, and the Secretary shall return such documents and
payments to the involved employees as soon as practicable after
receipt.
(b) No election to participate in an Offering Period
may be revoked or canceled by an eligible employee once the
Purchase Documents and payment have been tendered to the
Secretary of the Company.
(c) In the event of any oversubscription and cutback
as provided in paragraph 5(e), the Secretary of the Company will
refund to the employees any excess payments for subscribed shares
as soon as practicable after the completion of the Offering
Period. The purchases of the shares for which subscriptions are
accepted shall be completed in accordance with the other terms of
this Plan.
(d) No interest shall be paid on, and no deduction
shall be taken from, payments that are returned to employees upon
the rejection of subscriptions for shares for reasons provided in
this Plan.
(e) The Secretary of the Company may designate one or
more persons to perform the Secretary's functions under this
Plan.
7. DELIVERY OF CERTIFICATES REPRESENTING SHARES. (a) As soon
as practicable, the Company shall deliver or cause to be
delivered to each participating employee a certificate or
certificates representing the shares purchased in an Offering
Period.
(b) Certificates representing shares to be delivered
to a participating employee under the Plan will be registered in
the name of the participating employee, or if the participating
employee so directs by written notice to the Company, and to the
extent permitted by applicable law and the rules adopted by the
Committee from time to time, in (i) the name of a minor child of
the participating employee or (ii) the names of the participating
employee and his or her spouse, as joint tenants with right of
survivorship, so long as his or her spouse is a domiciliary of a
Covered State as defined in paragraph 2(a)(iii). Shares may also
be issued in TOD (Transfer on Death) registration so long as the
beneficiary is not a minor. No stock certificate may be held by
any broker in so-called "street name." Any stock certificate
issued for the benefit of a minor child of the purchaser must be
registered in the name of the purchaser as custodian (under rules
adopted by the Committee) and must otherwise comply with the
applicable provisions of any relevant state law governing
transfers to minors.
8. EMPLOYEES' RIGHTS AS STOCKHOLDERS. No participating
employee shall have any right as a stockholder until the employee
becomes a record owner of the shares purchased under the Plan
(the "Record Ownership Date"). No adjustment shall be made for
dividends or other rights for which the record date is prior to
the Record Ownership Date.
9. TERMINATION OF EMPLOYMENT. An employee whose employment
is terminated for any reason shall have no right to purchase
shares or otherwise participate in the Plan after the date of
termination. No shares may be issued to any person (or at such
person's direction in accordance with the Plan) who is not an
eligible employee employed by one of the Sponsoring Employers on
the date the shares are issued. Any payment made for shares that
may not be issued for reasons described in this paragraph 9 shall
be promptly returned to the subscriber.
10. RIGHTS NOT TRANSFERABLE. The right of an employee to
participate in the Plan shall not be transferable by an employee
nor be exercisable after death, by his or her personal
representative or anyone else, or during his or her lifetime by
any person other than the employee.
11. DIVIDEND, RECAPITALIZATION, ETC. If shares are
distributed by the Company as a stock dividend or pursuant to a
<PAGE>
stock split, combination, or exchange of shares of the Company's
common stock, or other increase or decrease in the number of the
outstanding shares without receipt by the Company of
consideration:
(a) the aggregate number of shares which shall
thereafter be available under the Plan shall be equitably and
appropriately adjusted; and
(b) the price per share and the number and kind of
shares then subject to subscription by employees under the Plan
shall be equitably and appropriately adjusted, all without any
change in the aggregate purchase price to be paid therefor.
12. ADMINISTRATION. (a) The Board of Directors of the
Company shall appoint an Employee Stock Purchase Plan Committee
composed of at least three members all of whom shall be
Directors. The Committee shall have the sole and exclusive
authority to administer the Plan. The Committee may prescribe
rules and regulations to administer the provisions set forth in
the Plan, and may decide questions which may arise with respect
to its interpretation or application; provided, however, that the
Committee shall have no discretion over the class of persons
eligible to participate in the Plan, the number of shares that
eligible employees may purchase under the Plan (except as
provided in paragraph 12(c)) or the purchase price of the shares
under the Plan at fair market value.
(b) All shares issued under the Plan will either be
appropriately registered under applicable federal and state
securities laws or issued in transactions that comply with
exemptions from the securities registration requirements of
applicable federal and state laws. The Committee may establish
procedures and restrictions in its discretion to ensure
compliance with applicable securities laws.
(c) If at any time the Committee shall determine, in
its discretion, that an Offering Period should begin late or be
terminated early or omitted altogether and no shares should be
purchased during such Offering Period or portion thereof, then
and in that event, such Offering Period or the missed portion
thereof shall be passed, and neither the respective twelve (12)
month period during which an eligible employee may purchase a
specified number of shares nor the term of the Plan shall be
affected.
13. TERM OF PLAN. Unless sooner terminated as provided in
paragraph 14, the Plan shall commence on satisfaction of the
conditions of paragraph 17 and shall terminate on December 31,
2014. Notwithstanding anything in the Plan to the contrary, if
(i) the Company is merged or consolidated with another
corporation and the Company is not a surviving corporation or
(ii) the Company is liquidated or dissolved, then and in any such
event, the Plan shall immediately terminate and all rights to
purchase stock hereunder to the extent not then exercised shall
cease and become void.
14. AMENDMENT OR TERMINATION. The Board of Directors of the
Company shall have the right to amend, modify, or terminate the
Plan at any time without notice, provided that no such amendment
of the Plan shall, without stockholder approval, (i) increase the
Maximum Number of Shares or (ii) change the price from fair
market value at which the shares shall be sold. The foregoing
prohibitions shall not be affected by adjustments in shares and
purchase price made in accordance with the provisions of
paragraph 11. Upon termination, all rights to purchase shares
hereunder to the extent not then exercised shall cease and become
void.
15. NOTICES. (a) All notices or other communications by an
employee to the Company under or in connection with the Plan
shall be deemed to have been duly given when actually received by
the Secretary of the Company or when actually received in the
form specified by the Company at the location, or by the person,
designated by the Company for the receipt thereof.
(b) All notices or other communications by the Company
to an employee under or in connection with the Plan shall be
deemed to have been duly given by the Company to the employee if
<PAGE>
hand delivered to the employee or delivered to the attention of
the employee at the store or other location where the employee is
employed or if sent by U.S. mail, interoffice mail,
telegram or mailgram to the residence or business address of the
employee as reflected on the books of the Company or to such
other address as the employee may designate from time to time by
notice given in accordance with the provision of paragraph 15(a).
16. RESTRICTIONS ON STOCK; Repurchase. (a) All shares
acquired pursuant to the Plan and all Prior Shares, including
without limitation all such shares and Prior Shares acquired by
transfer under this paragraph 16 or otherwise from any person so
receiving such shares or Prior Shares, shall be subject to the
following restrictions (with each stockholder with respect to
such shares and Prior Shares being referred to as an "Owner"):
(i) except as provided by paragraph 16(c), no
sale, transfer or other disposition of such shares and/or Prior
Shares for consideration shall be made by an Owner to any person
other than to the Company pursuant to paragraph 16(b), and all
other such attempted or actual sales, transfers or dispositions
shall be void and without effect;
(ii) an Owner may transfer such shares and/or
Prior Shares by gift (as long as the gift is consistent with the
Owner's acquisition of the shares solely for investment and not
with any intent to resell or distribute the shares), testamentary
disposition or intestate succession to any person, which person
shall thereupon become an Owner, with the transferred shares and
Prior Shares being subject to all the restrictions imposed on the
transfer or other disposition of shares and Prior Shares by the
Plan and the Purchase Documents; however, an Owner may not
transfer shares or Prior Shares to the Owner and another person
(other than the Owner's spouse) as joint owners;
(iii) all certificates representing such shares
and Prior Shares shall contain a restrictive legend indicating
that their transfer is restricted by the terms of the Plan and
(if correct at the time of issuance or transfer) that the shares
and Prior Shares are not registered under federal or state
securities laws.
(b) Subject to the right of the Board of Directors in
its sole discretion to discontinue or modify its repurchase
program or any part of it with respect to any employees or all
employees for any reason or for no reason at any time or from
time to time, the Company agrees to repurchase any and all shares
and Prior Shares held by an Owner, upon demand, that were
acquired pursuant to the Plan or that constitute Prior Shares.
Subject to change or modification at any time and from time to
time by the Board of Directors, if the Owner's demand occurs
during an Offering Period, the repurchase price shall be the
purchase price for the shares under the Plan for such Offering
Period; and if the Owner's demand occurs at a time that is not
during an Offering Period, the repurchase price shall be the
purchase price for the shares in effect during the immediately
preceding Offering Period.
(c) The Company will notify the Owner, no later than
thirty (30) days after the Company receives a demand of the Owner
under paragraph 16(b) for the repurchase by the Company, if the
Board of Directors has discontinued or modified the repurchase
program and as a result thereof the Company declines to
repurchase the shares or Prior Shares in accordance with the
provisions of paragraph 16(b). Upon receipt of such notice, the
Owner shall be free to resell the shares or Prior Shares to a
third person as long as such resale takes place within ninety
(90) days after receipt of such notice from the Company;
provided, however, that the transferee of the Owner shall
thereupon become an Owner for purposes of the Plan and the
acquired shares and Prior Shares shall continue to be subject to
all the restrictions imposed on the transfer or other disposition
of shares and Prior Shares by this Plan and the Purchase
Documents; and provided further, that, before any resale under
this paragraph 16(c) shall be effected, such transferee may be
required by the Company to execute an agreement consenting to the
continuation of such restrictions. If the resale does not take
place prior to the end of such ninety (90) day period, all the
provisions of this paragraph 16 shall reattach to the shares and
Prior Shares of the Owner and the Owner may no longer resell the
shares and Prior Shares without again complying with the
provisions of this paragraph 16.
17. CONDITION PRECEDENT TO EFFECTIVENESS; AMENDMENTS. This
Amendment and Restatement to the Plan was adopted by the Board of
Directors on January 27, 1998, effective May 1, 1998.
<PAGE>
Appendix
AMENDMENT
TO
PUBLIX SUPER MARKETS, INC.
EMPLOYEE STOCK PURCHASE PLAN
This Amendment to the Publix Super Markets, Inc. Employee
Stock Purchase Plan (as amended to date, the "Plan") is made and
entered into by Publix Super Markets, Inc. (the "Company")
effective as of August ___, 1998.
WITNESSETH:
WHEREAS, the Company has previously adopted the Plan,
including previous amendments; and
WHEREAS, the Board of Directors of the Company desires to
and has the power and authority to amend the Plan further in
order to increase the maximum number of shares of the Company's
common stock that may be sold under the Plan.
NOW, THEREFORE, paragraph 5(a) of the Plan is hereby amended
to read as follows:
(a) The maximum number of shares that may be sold under the Plan
from and after November 1, 1992 is 20,000,000 (the "Maximum
Number of Shares").
IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed by its duly authorized officer.
PUBLIX SUPER MARKETS, INC.
By:__________________________
