EXHIBIT 10.1
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This Summary Plan Description constitutes part of a prospectus covering
securities that have been registered under the Securities Act of 1933.
Date: June 21, 2001
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PUBLIX SUPER MARKETS, INC.
NON-EMPLOYEE DIRECTORS STOCK PURCHASE PLAN
SUMMARY PLAN DESCRIPTION
1. Introduction.
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Publix Super Markets, Inc. (the "Company") is the issuer of the securities being
offered under the Publix Super Markets, Inc. Non-Employee Directors Stock
Purchase Plan (the "Plan"). Shares of the Company's common stock (par value
$1.00 per share) are the securities being offered. The maximum number of shares
that may be sold under the Plan is 500,000. The Sponsoring Employer is the
Company.
The Plan offers you a convenient and economical way to commence or increase your
ownership of shares of the common stock of the Company. Once you become a
participant in the Plan, you can purchase common stock directly from the Company
without paying brokerage commissions or service charges.
A copy of the Plan was distributed to you along with this summary plan
description. You may also request a copy of the Plan at any time. However, to
save you the trouble of reading the technical legal language required in these
types of documents, we have prepared this summary. Because this explanation is
only a summary, it does not describe all of the provisions of the Plan and all
of the possible fact situations that may occur. Therefore, in the case of any
conflict between the content of this summary plan description and the content of
the Plan itself, or in the case of the omission in this summary plan description
of a discussion of any Plan provisions, the terms of the Plan itself (and not
the language of this summary plan description) shall control.
All stock issued under the Plan will either be appropriately registered under
applicable federal and state securities laws or comply with exemptions from the
securities registration requirements of applicable federal and state laws. As a
result, persons who are not residents of certain designated states (the "Covered
States") may not be allowed to purchase stock or have stock transferred to them.
Certain other technical requirements may also have to be satisfied by those
Directors who choose to purchase stock under the Plan. Please contact the Publix
Office of Stockholder Services for information about the rules and restrictions
currently in effect.
The Plan is not subject to regulation under the Employee Retirement Income
Security Act of 1974 ("ERISA").
2. Who administers the Plan?
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The Plan is administered by a Non-Employee Directors Stock Purchase Plan
Committee (the "Committee"), which consists of at least three directors elected
annually by the Company's Board of Directors. Committee members serve at the
pleasure of the Board for one year terms, but are subject to being removed at
any time for any reason by action of the Board.
The Committee has the sole and exclusive authority to administer the Plan.
Accordingly, the Committee may prescribe rules and regulations to administer the
provisions of the Plan, and may decide questions that arise with respect to the
interpretation of the Plan.
3. Who is eligible to participate in the Plan?
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Any Director who (1) is not an employee of the Company or any majority-owned
subsidiary or other majority-owned entity thereof, (2) is a resident of a
Covered State, and (3) during the prior six-month period has not sold any shares
of stock purchased under the Plan, is eligible to participate in the Plan and
purchase stock as long as the person is still a Director at the time of
purchase.
The Covered States are those states designated by the Board from time to time in
which persons may reside and purchase shares under applicable requirements of
state securities laws. A list of the Covered States at any time may be obtained
from the Publix Office of Stockholder Services.
4. What are some of the pros and cons of investing in Publix Stock?
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The Company believes that participating Directors, finding themselves in the
dual roles of part owners and Directors of the Company, will have special
incentives to do all that they can to maintain and increase the Company's
success. Prospective participants should be aware that there are risks and
restrictions to investing in the Company's stock that should be carefully
considered before deciding whether to participate.
Prospective participants should understand that the Company is not recommending
one way or the other that you participate in the Plan. Through dividends (if
any) and increases in the value of the stock, participating Directors will have
the opportunity ultimately to profit from the Company's continued success.
However, investing in the Company's stock is subject to the risk that the
Company's stock may not perform as well as other investments, or that the
Company's stock may even decline in value. Such disappointing results could
occur because of decreased profits or for completely unrelated external
conditions.
As with any investment in common stock, there is no guarantee of a fixed
percentage return on your investment or even as to the amount you invest, as
would be the case, for example, with a government insured certificate of deposit
at a bank. The Company's common stock is not traded on any stock exchange; as a
result, the purchase and sale price is set at the "fair market value" of the
stock by the Board of Directors. The Board is guided by periodic valuations
prepared by an independent appraiser. As noted elsewhere, there are restrictions
on the resale of the stock and limitations on the price that you may receive on
a sale. Prospective participants have been provided with current financial and
other information about the Company to assist them in reaching an informed
decision. It is recommended that prospective participants consult their own
advisors before reaching a decision.
2.
5. When can I purchase stock under the Plan?
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In each calendar year during the time that you are an eligible Director, you can
purchase shares of stock during the Offering Periods.
The Offering Periods are specific time periods during which the Company makes
shares of its common stock available for you to purchase. There are four
Offering Periods -- March 1 through March 31, May 1 through June 30, August 1
through September 30, and November 1 through December 31 -- in each year.
The Committee has the discretion under the Plan to eliminate an Offering Period
in whole or in part. If it does so, then no shares may be purchased during the
eliminated portion of the Offering Period.
6. How many shares can I buy?
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You may purchase up to 10,000 shares in any calendar year. If you do not
purchase all the shares that you are entitled to purchase in a calendar year,
the unpurchased shares cannot be carried over and purchased during a subsequent
calendar year. You can only purchase full shares of the Company's common stock.
No fractional shares of the Company's common stock can be purchased under the
Plan.
7. What is the purchase price for stock made available under the Plan?
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The price of the shares bought under the Plan will be the fair market value of
the Company's common stock as of the Company's fiscal quarter immediately
preceding a particular Offering Period. The market price is determined by the
Board of Directors based upon appraisals prepared by an independent appraiser.
8. What is the procedure for purchasing shares of stock during an Offering
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Period?
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You may purchase shares of stock during an Offering Period by completing a stock
purchase agreement, indicating the number of shares you wish to purchase and any
other documents that may be required (the "purchase documents"). Please see
paragraph 19 for information on how you can obtain the purchase documents. The
purchase documents and your payment (check or money order) must be delivered to
the Company or postmarked no later than the last day of the Offering Period. If
you fail to satisfy these requirements, the purchase documents will be void and
given no effect and your payment will be returned to you. No interest will be
paid on the funds that are returned to you. Also, if you attempt to pay for your
shares by check and the check is not honored because of insufficient funds, your
purchase documents will be void and given no effect.
3.
Subscriptions are for full shares only. If the amount of your payment does not
equal the purchase price for the number of shares you have requested, you will
be deemed to have subscribed for, and will be issued, the greatest number of
whole shares from the funds provided and the balance, if $1.00 or more, will be
refunded in a Publix gift certificate or check at the Company's discretion.
At present, the Company issues and sells all stock requested by participants
under the Plan. It is possible that the demand for stock will exceed the number
of shares the Company has available to sell under the Plan at any particular
point in time. If this happens, you may not be able to purchase all of the
shares you asked to purchase. Any payment you make for shares that are
unavailable will be returned.
9. May I transfer my rights under the Plan to another person?
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Only you may exercise your rights under the Plan. You may not transfer your
rights to participate in the Plan or to purchase stock under the Plan, and such
rights may not be exercised after your death.
10. Will I be issued certificates for the stock I purchase?
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Either during or after the completion of each Offering Period, you will be
provided with a certificate or certificates representing the shares of stock you
purchased during the Offering Period. Because you receive certificates for your
shares, the Company will not furnish you with any other report about the extent
of your participation in the Plan.
11. Can I cancel my election to purchase stock under the Plan?
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Once you file the purchase documents and your payment with the Publix Office of
Stockholder Services, your election to purchase stock during the Offering Period
cannot be revoked or canceled.
12. Can stock certificates be registered in joint names?
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Stock certificates can be registered in your name or in your name and the name
of your spouse, so long as your spouse is a resident of a Covered State. If you
have the shares registered in joint names with your spouse, you will hold them
as "joint tenants with right of survivorship." This means that ownership of the
stock will be jointly held and on the death of one of the joint tenants,
ownership of the stock will automatically pass to the survivor.
4.
13. When do I acquire rights as a stockholder?
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Entitlement to cash dividends paid on shares and other rights that may be
associated with being a stockholder do not become effective until you become a
record owner of the shares purchased under the Plan. The exercise of your
purchase right does not make you a record owner immediately.
14. Can I sell my stock after it is purchased?
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If you decide to sell the stock you purchase under the Plan, certain
restrictions apply. For one thing, upon your purchase of the shares, you agreed
that you were acquiring the shares for investment and not with any intent to
resell or distribute the shares.
When you desire to sell your shares consistent with this agreement, you must ask
the Company to repurchase your stock and, subject to the right of the Company to
discontinue its current repurchase program at any time, the Company will
repurchase your stock. The price the Company will pay to purchase your stock
depends upon when the stock is sold to the Company. If you sell the stock back
to the Company during an Offering Period, the repurchase price will be the
purchase price for stock as determined under the Plan for that particular
Offering Period; if you sell the stock back to the Company at a time that is not
during an Offering Period, the repurchase price will be the purchase price for
the stock as determined under the Plan during the immediately preceding Offering
Period. The Board of Directors, however, retains the right to adjust the
repurchase price as necessary to reflect the then current fair market value of
the stock.
If the Company discontinues or modifies its repurchase program and therefore
declines to repurchase your stock, the Company will so notify you no later than
thirty (30) days after you ask the Company to repurchase your stock. In such
event, you can sell the stock to a third party at any time within ninety (90)
days after you receive the Company's refusal to repurchase. However, the third
party will be subject to the same restrictions on resale as participants in the
Plan (and may be required to sign an agreement to that effect) and must be a
resident of a Covered State. In addition, the sale to the third party must
comply with all other requirements of applicable law. If you do not make the
third party resale within the ninety (90) day period mentioned above, all
restrictions on resale will again apply to the shares (including the requirement
to resell to the Company). Sales that fail to comply with the requirements of
the Plan will not be recognized by the Company. You should contact the Publix
Office of Stockholder Services before you attempt to sell your stock to any
third party.
Any notice by you to the Company in connection with a resale of your shares or
otherwise under the Plan must be in writing and received by the Publix Office of
Stockholder Services at the address set forth in paragraph 19.
The Company may notify you under the Plan by a document hand delivered to you,
or sent by mail or other approved method to your address on the books of the
Company or to the address you designate by notice (using the method described in
the preceding paragraph) to the Company.
5.
You also may transfer the shares by gift (as long as the gift is consistent with
your purchase of the shares solely for investment and not with any intent to
resell or distribute the shares) or by will. After any such disposition,
however, the shares will remain subject to all of the restrictions imposed on
the transfer or other disposition of the shares by the Plan and the purchase
documents. Gifts to you and another person (other than your spouse) as joint
tenants are not permitted.
If you are permitted to and do transfer the shares to a person other than the
Company, federal and state securities laws may impose additional restrictions on
such transfers.
15. What happens if I cease to be a Director?
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If you cease to be a Director of the Company or you otherwise cease to be
eligible to purchase shares under the Plan, you will no longer have the right to
purchase shares or otherwise participate in the Plan. You will continue to have
the right to hold the shares you previously purchased and to sell such shares as
set forth in paragraph 14.
16. What happens if there is a stock dividend or stock split of the Company's
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stock?
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If shares are distributed by the Company as a stock dividend or if there is a
stock split, combination or exchange of shares of the Company's common stock,
the number of shares otherwise available under the Plan, the price per share and
the types of shares available will be equitably and appropriately adjusted. In
any event, the aggregate purchase price for the shares available under the Plan
will remain the same.
17. How long will this Plan be in effect?
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Unless terminated earlier by the Board of Directors of the Company, the Plan
will terminate on December 31, 2014. Although the Company intends to continue
the Plan until the scheduled termination date, the Company reserves the right to
suspend, modify or terminate the Plan at any time. Certain corporate
transactions (none of which is currently anticipated), such as a merger or a
consolidation with another corporation where the Company is not the surviving
corporation, or a liquidation or a dissolution of the Company, may cause the
Plan immediately to terminate. Any suspension, modification or termination of
the Plan will not affect your right to shares that you have already purchased;
all rights to purchase stock after the Plan is terminated will cease.
18. What are the tax effects of my participation in the Plan?
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The Plan 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, you will not realize any taxable income solely as a result of
purchasing shares under the Plan. You 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 you receive for the shares on sale and the amount you pay for the shares.
Any gain or loss will generally be taxed as a capital gain or a capital loss,
with the length of time you hold the stock determining whether the gain or loss
will be treated as short term or long term.
6.
YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISOR TO DETERMINE THE PARTICULAR TAX
CONSEQUENCES -- FEDERAL, STATE AND LOCAL -- THAT MAY RESULT FROM YOUR
PARTICIPATION IN THE PLAN AND YOUR SALE OR OTHER DISPOSITION OF ANY SHARES
PURCHASED UNDER THE PLAN.
19. Where can I get additional information regarding the Company or the Plan?
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The Company files certain annual, quarterly and other reports with the United
States Securities and Exchange Commission (the "Commission") that include
detailed financial and other information about the Company, its operations and
financial condition (the "SEC Reports"). The SEC Reports are incorporated by
reference into the registration statement filed with the Commission to register
the stock that may be sold under the Plan and are incorporated by this reference
into the prospectus referred to on the front cover of this summary. If you
request, either orally or in writing to the Publix Office of Stockholder
Services (at the location described below), the Company will provide you without
charge a listing of the SEC Reports or copies of specific reports.
You may also view SEC Reports on the Internet at www.sec.gov by clicking on
"EDGAR Database," "Search the EDGAR Database" and "Search the EDGAR Archives."
Stock Purchase Agreements are available from the Publix Office of Stockholder
Services. If you would like additional information regarding the Plan and its
administrators, including specific SEC Reports, you should contact the Publix
Office of Stockholder Services, Post Office Box 407, Lakeland, FL 33802-0407,
telephone (863) 688-1188.
7.