Winn Dixie Stores Inc, et al. – ‘S-3’ on 12/28/00 – EX-25

On:  Thursday, 12/28/00, at 4:51pm ET   ·   Accession #:  107681-0-30   ·   File #s:  333-52874, -01, -02, -03, -04, -05, -06, -07, -08, -09, -10, -11

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Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Debt Securities                                       53±   207K 
 2: EX-4        Indenture                                            100    388K 
 3: EX-5        Opinion of E. Ellis Zahra, Jr. Sr. V.P.                2±    14K 
 4: EX-25       Statement of Eligibility of Trustee                    6     31K 

EX-25   —   Statement of Eligibility of Trustee
Exhibit Table of Contents

EX-25
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Exibit 25                                                                       
FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Statement of Eligibility Under the
Trust Indenture Act of 1939 of a
Corporation Designated to Act as Trustee

          CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT
TO SECTION 305(b)(2) _____                                            

 First Union National Bank
 (Exact name of trustee as specified in its charter)

United States of America
 (Jurisdiction of incorporation or organization if not a U.S. national bank)

22-1147033
 (I.R.S. Employer Identification Number)

 One First Union
301 South College Street
 Charlotte, North Carolina
(Address of principal executive offices)

 28288
(Zip code)

 Kevin Grant
 First Union National Bank
 Corporate Trust Department FL0122
 225 Water Street, Third Floor
 Jacksonville, Florida 32202
 (904)489-5583
 (Name, address and telephone number of agent for service)

 Winn-Dixie Stores, Inc.
 (Exact name of obligor as specified in its charter)

 Florida
(State or other jurisdiction of incorporation or organization)

59-0514290
(I.R.S. Employer Identification No.)

 5050 Edgewood Court
 Jacksonville, Florida
(904) 783-5000
(Address of principal executive offices)

32254-3699
(Zip code)

 Winn-Dixie Stores, Inc.
Debt Securities to be issued
 from time to time, in one or more
 series, and registered pursuant
to the Form S-3 of the obligor
 (Title of the indenture securities)

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Item 1. General information.                                                    
Furnish the following information as to the trustee:            

     a. Name and address of each examining or supervising  authority to which it
is subject.                                                                     

            NAME                                             ADDRESS

       Board of Governors of the Federal                    Washington, D.C.
Reserve System                                                

       Comptroller of the Currency                          Washington, D.C.

       Federal Deposit Insurance                            Washington, D.C.
Corporation                                                   

b. Whether it is authorized to exercise corporate trust powers.       

The Trustee is authorized to exercise corporate trust powers. 

Item 2.  Affiliations  with the  obligor.  If the obligor is an affiliate of the
trustee, describe each such affiliation.                      

 The obligor is not an affiliate of the trustee. (See Note 1 on page 6.)

Item 3. Voting securities of the trustee.  Furnish the following  information as
to each class of voting securities of the trustee:              

As of December 20, 2000 (Insert date within 31 days).     

          COL. A                                        COL. B
                 TITLE OF CLASS                           AMOUNT OUTSTANDING

             Common Stock                                979,600,000

(See Note 1 on page 6.)                     

Item 4. Trusteeships  under other indentures.  If the trustee is a trustee under
another indenture under which any other securities,  or certificates of interest
or  participation  in any other  securities,  of the  obligor  are  outstanding,
furnish the following information:                                              

 a. Title of the securities outstanding under each such other indenture.

Not Applicable.                             

     b. A brief statement of the facts relied upon as a basis for the claim that
no  conflicting  interest  within the  meaning of Section  310(b)(1)  of the Act
arises as a result of the trusteeship under any such other indenture,  including
a statement as to how the  indenture  securities  will rank as compared with the
securities issued under such other indenture.                                   

Not Applicable.                             

Item 5. Interlocking  directorates and similar relationships with the obligor or
underwriters.  If the trustee or any of the  directors or executive  officers of
the  trustee  is  a  director,   officer,  partner,   employee,   appointee,  or
representative of the obligor of any underwriter for the obligor,  identify each
such  person  having  any such  connection  and  state  the  nature of each such
connection.                                                                     
Not Applicable - see answer to Item 13.                   

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Item 6. Voting  securities of the trustee owned by the obligor or its officials.
Furnish the  following  information  as to the voting  securities of the trustee
owned  beneficially  by the obligor and each  director,  partner,  and executive
officer of the obligor.                                                         

As of                  (Insert date within 31 days).      
----------------                              

                                                        [Enlarge/Download Table]
                                                                                          

                                                           COL. D                         
                                             COL. C        PERCENTAGE OF VOTING SECURITIES
COL. A                   COL. B              AMOUNT OWNED  REPRESENTED BY AMOUNT GIVEN    
NAME OF OWNER            TITLE OF CLASS      BENEFICIALLY  IN COL. C                      

     Not Applicable - see answer to Item 13.                                              

Item 7.  Voting  securities  of the  trustee  owned  by  underwriters  or  their
officials.  Furnish the following information as to the voting securities of the
trustee  owned  beneficially  by each  underwriter  for  the  obligor  and  each
director, partner, and executive officer of each such underwriter:              

As of                    (Insert date within 31 days).    
------------------                            

                                                        [Enlarge/Download Table]
                                                                                          
                                                           COL. D                         
                                             COL. C        PERCENTAGE OF VOTING SECURITIES
COL. A                   COL. B              AMOUNT OWNED  REPRESENTED BY AMOUNT GIVEN    
NAME OF OWNER            TITLE OF CLASS      BENEFICIALLY  IN COL. C                      

     Not Applicable - see answer to Item 13.                                              


Item 8.  Securities  of the obligor  owned or held by the  trustee.  Furnish the
following information as to securities of the obligor owned beneficially or held
as collateral security for obligations in default by the trustee:               

As of                    (Insert date within 31 days).    
------------------                            

                                                        [Enlarge/Download Table]
                                                                                         

                                                 COL. C                                  
                                                 AMOUNT OWNED            COL.            
                         COL. B                  BENEFICIALLY OR         PERCENT OF CLASS
                         WHETHER THE SECURITIES  HELD AS COLLATERAL      REPRESENTED BY  
COL. A                   ARE VOTING OR           SECURITY FOR            AMOUNT GIVEN    
TITLE OF CLASS           NONVOTING SECURITIES    OBLIGATIONS IN DEFAULT  IN COL. C       

     Not Applicable - see answer to Item 13.                                             


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Item 9. Securities of underwriters owned or held by the trustee.  If the trustee
owns beneficially or hold as collateral  security for obligations in default any
securities of an underwriter for the obligor,  furnish the following information
as to each class of securities of such  underwriter any of which are so owned or
held by the trustee:                                                            

As of                   (Insert date within 31 days).     
-----------------                             

                                                        [Enlarge/Download Table]
                                                                                          

                                               COL. C                     COL. D          
                                               AMOUNT OWNED BENEFICIALLY  PERCENT OF CLASS
COL. A                         COL. B          OR HELD AS COLLATERAL      REPRESENTED BY  
TITLE OF ISSUER                AMOUNT          SECURITY FOR OBLIGATIONS   AMOUNT GIVEN    
AND TITLE OF CLASS             OUTSTANDING     IN DEFAULT BY TRUSTEE      IN COL. C       

       Not Applicable - see answer to Item 13.                                            


Item 10.  Ownership or holdings by the trustee of voting  securities  of certain
affiliates or security holders of the obligor.  If the trustee owns beneficially
or holds as collateral  security for obligations in default voting securities of
a person who, to the knowledge of the trustee (1) owns 10 percent or more of the
voting  securities  of  the  obligor  or  (2)  is an  affiliate,  other  than  a
subsidiary,  of the obligor,  furnish the following information as to the voting
securities of such person:                                                      

As of                    (Insert date within 31 days).    
------------------                            

                                                        [Enlarge/Download Table]
                                                                                        

                                             COL. C                     COL. D          
                                             AMOUNT OWNED BENEFICIALLY  PERCENT OF CLASS
COL. A                         COL. B        OR HELD AS COLLATERAL      REPRESENTED BY  
TITLE OF ISSUER                AMOUNT        SECURITY FOR OBLIGATIONS   AMOUNT GIVEN    
AND TITLE OF CLASS             OUTSTANDING   IN DEFAULT BY TRUSTEE      IN COL. C       

     Not Applicable - see answer to Item 13.                                            


Item 11.  Ownership  or holdings by the  trustee of any  securities  of a person
owning 50  percent  or more of the  voting  securities  of the  obligor.  If the
trustee owns  beneficially  or holds as collateral  security for  obligations in
default any securities of a person who, to the knowledge of the trustee, owns 50
percent or more of the voting  securities of the obligor,  furnish the following
information  as to each class of  securities  of such person any of which are so
owned or held by the trustee:                                                   

As of                    (Insert date within 31 days).    
------------------                            

                                                        [Enlarge/Download Table]
                                                                                        

                                             COL. C                     COL. D          
                                             AMOUNT OWNED BENEFICIALLY  PERCENT OF CLASS
COL. A                         COL. B        OR HELD AS COLLATERAL      REPRESENTED BY  
TITLE OF ISSUER                AMOUNT        SECURITY FOR OBLIGATIONS   AMOUNT GIVEN    
AND TITLE OF CLASS             OUTSTANDING   IN DEFAULT BY TRUSTEE      IN COL. C       

     Not Applicable - See answer to Item 13.                                            

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Item 12.  Indebtedness  of the  Obligor to the  Trustee.  Except as noted in the
instructions,  if the obligor is indebted to the trustee,  furnish the following
information:                                                                    

As of                    (Insert date within 31 days).    
------------------                            

COL. A                              COL. B                              COL. C  
NATURE OF INDEBTEDNESS              AMOUNT OUTSTANDING                 DATE DUE 

Not Applicable - See answer to Item 13.                           

Item 13. Defaults by the Obligor.                                               

     a.  State  whether  there  is or has been a  default  with  respect  to the
securities under this indenture. Explain the nature of any such default.        

None.                                                     

     b. If the  trustee is a trustee  under  another  indenture  under which any
other  securities,  or  certificates of interest or  participation  in any other
securities,  of the  obligor  are  outstanding,  or is trustee for more than one
outstanding  series of securities  under the indenture,  state whether there has
been a default  under any such  indenture or series,  identify the  indenture or
series affected, and explain the nature of any such default.                    

None.                                                     

Item 14. Affiliations with the Underwriters.  If any underwriter is an affiliate
of the trustee, describe each such affiliation.                                 

Not Applicable.                                           

Item 15.  Foreign  Trustee.  Identify  the order or rule  pursuant  to which the
foreign trustee is authorized to act as sole trustee under indentures  qualified
or to be qualified under the Act.                                               

Not Applicable.                                           

Item 16.  List of  exhibits.  List  below all  exhibits  filed as a part of this
statement of eligibility.                                                       

    1. Articles of Association of First Union National Bank as now in effect.*

2. Certificate of Authority of the trustee to commence business.**    

     3. Copy of the  authorization  of the trustee to exercise  corporate  trust
powers.**                                                                       

4. Existing bylaws of the trustee.***                                 

5. Not Applicable.                                                    

6. The consent of the trustee required by Section 321(b) of the Act.  

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     7. A copy of the  latest  report  of  condition  of the  trustee  published
pursuant  to  law  or  the   requirements   of  its   supervising  or  examining
authority.****                                                                  

8. Not Applicable.                                                    

9. Not Applicable.                                                    

------------------------                                                        
    * Previously filed with the Securities and Exchange Commission on January 4,
2000 as an Exhibit to Form T-1 in connection with Registration  Statement Number
333-94085 and incorporated herein by reference.                                 

    ** Previously filed with the Securities and Exchange Commission on March 20,
1998 as an Exhibit to Form T-1 in connection with Registration  Statement Number
333-24773 and incorporated herein by reference.                                 

   *** Previously filed with the Securities and Exchange  Commission on November
22, 2000 as an Exhibit to Form T-1 in  connection  with  Registration  Statement
Number 333-50496 and incorporated herein by reference.                          

   **** This report is available over the Internet at the website of the Federal
Deposit  Insurance  Corporation  and is incorporated  herein by reference.  This
website is located at http://www2.fdic.gov/idasp/main.asp. Once at that address,
type in "First Union  National Bank" at the field  entitled  "Institution  Name"
then click on the "Find"  field  above where the name of the bank has been typed
in then click on the  certificate  number for First Union  National Bank (33869)
then click on the "General Report" field.                                       
NOTES:

           Note 1: The trustee is a  subsidiary  of First Union  Corporation,  a
bank holding  company;  all of the voting  securities of the trustee are held by
First Union  Corporation.  The voting  securities of First Union Corporation are
described in Item 3.                                                            

 SIGNATURE

           Pursuant to the  requirements  of the Trust Indenture Act of 1939 the
trustee,  First Union National Bank, a national banking  association [state form
of  organization]  organized and existing under the laws of the United States of
America,  has duly  caused this  statement  of  eligibility  to be signed on its
behalf  by the  undersigned,  thereunto  duly  authorized,  all in the  city  of
Jacksonville,  and State [or other  jurisdiction] of Florida, on the 21st day of
December , 2000.                                                                

                                 FIRST UNION NATIONAL BANK
                                                                       (Trustee)

                                            By:_________________________________
                                                Kevin Grant,  Vice President
                                                (Name and Title)

 EXHIBIT 6

         First Union  National  Bank,  pursuant to the  requirements  of Section
321(b) of the Trust  Indenture Act of 1939, as amended (the "Act") in connection
with the proposed issuance by Winn-Dixie Stores,  Inc. of its debt securities to
be issued from time to time  hereby  consents  that  reports of  examination  by
federal,  state,  territorial,  or district authorities may be furnished by such
authorities to the Securities and Exchange Commission upon request therefor,  as
contemplated by Section 321(b) of the Act.                                      

Dated: December 21, 2000                                                        

                                                 FIRST UNION NATIONAL BANK

                                                By:_____________________________
                                                   Kevin Grant, Vice President

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-3’ Filing		Date		First		Last			Other Filings
Filed on:		12/28/00
		12/21/00		6
		12/20/00		2
		11/22/00		6					S-3
		1/4/00		6
		3/20/98		6
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