Filed by Bowne Pure Compliance
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Information to be
Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and
(d)
and Amendments Thereto
Filed Pursuant to § 240.13d-2.
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Winn-Dixie Stores, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
974280307
(CUSIP Number)
February 17, 2009
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
þ Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
* 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 the 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).
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NAMES OF REPORTING PERSONS
Schultze Asset Management, LLC |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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SEC USE ONLY |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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SOLE VOTING POWER |
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| NUMBER OF |
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| SHARES |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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2,717,253 |
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| EACH |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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| WITH: |
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SHARED DISPOSITIVE POWER |
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2,717,253 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,717,253 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
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o |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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5.0% |
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TYPE OF REPORTING PERSON |
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IA |
Page 2 of 9 Pages
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NAMES OF REPORTING PERSONS
George J. Schultze |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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SEC USE ONLY |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States of America |
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5 |
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SOLE VOTING POWER |
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| NUMBER OF |
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| SHARES |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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2,717,253 |
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| EACH |
7 |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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| WITH: |
8 |
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SHARED DISPOSITIVE POWER |
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2,717,253 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,717,253 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
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o |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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5.0% |
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TYPE OF REPORTING PERSON |
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IN |
Page 3 of 9 Pages
Item 1.
(a) Name of Issuer:
Winn-Dixie Stores, Inc.
(b) Address of Issuer’s Principal Executive Offices:
5050 Edgewood Court, Jacksonville, Florida 32254-3699
Item 2.
Schultze Asset Management, LLC
(a) Name of Person Filing:
Schultze Asset Management, LLC
(b) Address of Principal Business Office or, if none, Residence:
3000 Westchester Avenue, Purchase, NY 10577
(c) Citizenship: Delaware
(d) Title of Class of Securities:
Common Stock, par value $0.001 per share
(e) CUSIP Number:
974280307
George J. Schultze
(a) Name of Person Filing:
George J. Schultze
(b) Address of Principal Business Office or, if none, Residence:
c/o Schultze Asset Management, LLC, 3000 Westchester Avenue, Purchase, NY 10577
(c) Citizenship: United States of America
(d) Title of Class of Securities:
Common Stock, par value $0.001 per share
(e) CUSIP Number:
974280307
Schultze Asset Management, LLC (“SAM”) acts as investment manager for individual and
institutional investors through limited partnerships, offshore funds, and managed accounts (the
“Managed Accounts”). In its capacity as investment manager, and pursuant to investment management
agreements between Schultze Asset Management, LLC and each Managed Account, SAM has the sole power
to vote and dispose of the securities owned by the Managed Accounts.
George J. Schultze is the Managing Member of SAM. George J. Schultze exercises sole voting
and investment control over SAM.
Both SAM and George J. Schultze disclaim beneficial ownership of the shares of
Common Stock, $0.001 par value per share (“Common Stock”), reported, except
to the extent of their respective pecuniary interest in such shares of Common Stock.
Page 4 of 9 Pages
Item 3. If this Statement is filed pursuant to §§240.13d-1(b) or
240.13d-2(b), or (c), check whether the person filing is a:
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(a) |
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o Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c); |
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(b) |
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o Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c); |
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(c) |
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o Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c); |
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(d) |
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o Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
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(e) |
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þ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);* |
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(f) |
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o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
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o A parent holding company or control person in accordance with §240.13d-1 (b)(1)(ii)(G); |
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(h) |
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o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813); |
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(i) |
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o A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
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o A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
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(k) |
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o Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
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SAM is an investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). |
Page 5 of 9 Pages
Item 4. Ownership.
Schultze Asset Management, LLC
(a) Amount beneficially owned: 2,717,253 shares.*
(b) Percent of class: 5.0%.*
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0.
(ii) Shared power to vote or to direct the vote: 2,717,253.
(iii) Sole power to dispose or to direct the disposition of: 0.
(iv) Shared power to dispose or to direct the disposition of: 2,717,253.
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Pursuant to investment management agreements, various Managed Accounts have granted SAM the sole
power to vote and dispose of the shares of the Common Stock. |
George J. Schultze
(a) Amount beneficially owned: 2,717,253 shares.*
(b) Percent of class: 5.0%.*
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0.
(ii) Shared power to vote or to direct the vote: 2,717,253.
(iii) Sole power to dispose or to direct the disposition of: 0.
(iv) Shared power to dispose or to direct the disposition of: 2,717,253.
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George J. Schultze exercises sole voting and investment control over SAM. |
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Page 6 of 9 Pages
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
The Managed Accounts may have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the shares of Common Stock held by such Managed
Account. However, SAM, as the investment manager of each of the Managed Accounts, ultimately has
the right to direct such activities.
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Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control Person. |
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of a Group.
Not applicable.
Item 10. Certification.
(a) This Schedule 13G is being filed by SAM pursuant to Rule 13d-1(b):
By signing below I certify that, to the best of my knowledge and belief, the securities
referred to above were acquired and are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose or effect.
(b) This Schedule 13G is being filed by George J. Schultze pursuant to Rule 13d-1(c):
By signing below I certify that, to the best of my knowledge and belief, the securities
referred to above were not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction having that purpose or effect.
Page 7 of 9 Pages
SIGNATURES
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.
Date: February 23, 2009
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SCHULTZE ASSET MANAGEMENT, LLC
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By: |
/s/ George J. Schultze
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Name: |
George J. Schultze |
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Title: |
Managing Member |
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/s/ George J. Schultze
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George J. Schultze |
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JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended,
and subject to the limitations set forth therein, the undersigned persons hereby agree to the joint
filing on behalf of each of them of this Schedule 13G (including any amendments thereto, the
“Schedule 13G”) with respect to the shares of Common Stock of Winn-Dixie Stores, Inc. Furthermore,
each party to this Agreement expressly authorizes each other party to this Agreement to file the
Schedule 13G on his behalf. This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument.
Date: February 23, 2009
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SCHULTZE ASSET MANAGEMENT, LLC
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By: |
/s/ George J. Schultze
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Name: |
George J. Schultze |
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Title: |
Managing Member |
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/s/ George J. Schultze
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George J. Schultze |
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Page 9 of 9 Pages