8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 24, 2012

WINN-DIXIE STORES, INC.

(Exact name of registrant as specified in its charter)

Florida	1-3657	59-0514290
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)
5050 Edgewood Court, Jacksonville, Florida		32254-3699
(Address of principal executive offices)		(Zip Code)

(904) 783-5000

(Registrant’s telephone number, including area code)

Unchanged

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On February 24, 2012, the communications attached hereto as Exhibits 99.1 and 99.2 were distributed to employees of Winn-Dixie Stores, Inc. (“Winn-Dixie” or the “Company”) and the communication attached hereto as Exhibit 99.3 was distributed to participants in the Company’s Employee Stock Purchase Plan. Exhibits 99.1, 99.2 and 99.3 are incorporated herein by reference.

Forward Looking Statements

Certain statements contained in this Current Report on Form 8-K and the exhibits filed herewith contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, including, among others, statements regarding the Company’s proposed merger with a subsidiary of BI-LO, LLC, are forward-looking statements. Those statements include statements regarding the intent, belief or current expectations of Winn-Dixie and members of its management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” “should” or similar expressions. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that actual results may differ materially from those contemplated by such forward-looking statements. Many of these factors are beyond Winn-Dixie’s ability to control or predict. Such factors include, but are not limited to, approval of the Agreement and Plan of Merger, dated as of December 16, 2011, among Winn-Dixie, Opal Holdings, LLC and Opal Merger Sub, Inc. (the “Merger Agreement”), by Winn-Dixie’s shareholders, any conditions imposed in connection with the Merger (as defined in the Merger Agreement), the satisfaction of various other conditions to the closing of the Merger contemplated by the Merger Agreement, and other factors discussed in Winn-Dixie’s Annual Report on Form 10-K for the fiscal year ended June 29, 2011, and other Winn-Dixie filings with the Securities and Exchange Commission (“SEC”). These risks and uncertainties should be considered in evaluating any forward-looking statements contained herein. Winn-Dixie does not undertake an obligation to update forward-looking statements.

Additional Information and Where to Find it

In connection with the proposed merger and required shareholder approval, Winn-Dixie Stores, Inc. has filed a proxy statement with the U.S. Securities and Exchange Commission (the “SEC”). INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS FILED BY WINN-DIXIE BECAUSE THEY CONTAIN, OR WILL CONTAIN, IMPORTANT INFORMATION ABOUT WINN-DIXIE AND THE MERGER. Investors and security holders may obtain free copies of these documents (when they are available) and other documents filed with the SEC at the SEC’s web site at www.sec.gov. In addition, the documents filed by Winn-Dixie Stores, Inc. with the SEC may be obtained free of charge by contacting Winn-Dixie at Winn-Dixie Stores, Inc., Attn: Investor Relations, 5050 Edgewood Court, Jacksonville, Florida, 32254-3699. Our filings with the SEC are also available on our website at www.WinnDixie.com.

Participants in the Solicitation

Winn-Dixie and its officers and directors may be deemed to be participants in the solicitation of proxies from Winn-Dixie’s shareholders with respect to the merger. Information about Winn-Dixie’s officers and directors and their ownership of Winn-Dixie’s common shares is set forth in the proxy statement for Winn-Dixie’s 2011 Annual Meeting of Shareholders, which was filed with the SEC on September 27, 2011. Investors and security holders may obtain more detailed information regarding the direct and indirect interests of Winn-Dixie and its officers and directors in the merger by reading the definitive proxy statement regarding the merger, which has been filed with the SEC.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1	Letter from Peter L. Lynch
99.2	Updated FAQs
99.3	Letter to ESPP Participants

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 24, 2012	Winn-Dixie Stores, Inc.
	By:	/s/ Timothy L. Williams
		Timothy L. Williams
		Senior Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit Number	Description
99.1	Letter from Peter L. Lynch
99.2	Updated FAQs
99.3	Letter to ESPP Participants

EX-99.1

Exhibit 99.1

February 24, 2012

Dear Team Members,

We are now just two weeks away from the Special Meeting of Shareholders, where our shareholders will vote on the proposal to approve the merger with BI-LO. If approved, we expect to quickly transition from planning to fully integrating our companies. I look forward to providing more information next week on the upcoming meeting and the significant role it plays in the merger process. Further updates on the integration process will be made after the merger closes.

This week, I would like to address a few conflicting news reports on our customer satisfaction rating. Last week, we learned that the Temkin Experience Rating ranked Winn-Dixie third in a list of top grocery chains for customer experience. Larry Appel reported in his weekly message to the store teams that our own Guest Experience survey results were very positive for the second quarter. However, on Tuesday, the American Customer Satisfaction Index (ACSI) released results for the supermarket sector that shows our customer satisfaction rating for the fourth quarter of 2011 decreased 1.3 percent from last year. So how do we interpret these conflicting reports?

All of these surveys - Guest Experience, ACSI and Temkin - measure different things. They ask different questions, use varying methods of collecting the data, interview a different number of participants in various locations and at different times of the year. The results are like comparing apples and oranges.

Of all the surveys taken, the best measure of our guest satisfaction is the Guest Experience Survey, since participants are asked to comment on their total experience based on recent store visits. Also, unlike surveys taken once a year from a small segment of our guest population, the Guest Experience Survey results are reported each quarter and represent guests from each of our stores.

The second quarter Guest Experience Survey results tell us that we’ve made progress in closing several gaps. Our performance scores increased significantly in all of our hospitality and friendliness measures. Our guests are also noticing that our stores are cleaner and are giving us better freshness scores in every department. On many of these measures, the increases are not one or two percentage points; our scores are up three, four and even five points.

I’m not saying we should discount or disregard entirely the ACSI results. No doubt it contains good data from which we can continue to learn and improve. But I wanted to make sure that you understand that we are moving in the right direction and your hard work and dedication is making a difference.

Keep up the good work and I’ll see you in the stores.

Peter Lynch

Chairman, CEO and President

Additional Information and Where to Find it

In connection with the proposed merger and required shareholder approval, Winn-Dixie Stores, Inc. has filed a proxy statement with the U.S. Securities and Exchange Commission (the “SEC”). INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS FILED BY WINN-DIXIE BECAUSE THEY CONTAIN, OR WILL CONTAIN, IMPORTANT INFORMATION ABOUT WINN-DIXIE AND THE MERGER. Investors and security holders may obtain free copies of these documents (when they are available) and other documents filed with the SEC at the SEC's web site at www.sec.gov. In addition, the documents filed by Winn-Dixie Stores, Inc. with the SEC may be obtained free of charge by contacting Winn-Dixie at Winn-Dixie Stores, Inc., Attn: Investor Relations, 5050 Edgewood Court, Jacksonville, Florida, 32254-3699. Our filings with the SEC are also available on our website at www.WinnDixie.com.

Participants in the Solicitation

Winn-Dixie and its officers and directors may be deemed to be participants in the solicitation of proxies from Winn-Dixie’s shareholders with respect to the merger. Information about Winn-Dixie’s officers and directors and their ownership of Winn-Dixie’s common shares is set forth in the proxy statement for Winn-Dixie’s 2011 Annual Meeting of Shareholders, which was filed with the SEC on September 27, 2011. Investors and security holders may obtain more detailed information regarding the direct and indirect interests of Winn-Dixie and its officers and directors in the merger by reading the definitive proxy statement regarding the merger, which has been filed with the SEC.

EX-99.2

Exhibit 99.2

Winn-Dixie HDQ Team Member Frequently Asked Questions (FAQ)

Newly Added FAQs

1. Will the WD Perks program still be available once the merger is complete? If BI-LO has a program will we move to their program?

We don’t expect any immediate impact to benefits (other than termination of our equity-based benefit plans) as a result of the Winn-Dixie and BI-LO combination.

2. Will my years of service carry over to the new company?

Yes, under the terms of the December 16, 2011 Merger Agreement, team members will receive full credit for their years of service with Winn-Dixie for all employee benefit plans either continued or offered after the close of the merger.

3. Will my wages, salary or benefits be affected as a result of this merger?

There will be no immediate impact to your current wages, salary or benefits (other than termination of our equity-based benefit plans) as a result of the combination.

The merger agreement states that wages and salary may not be diminished for a period of one year from the date the merger closes. While it is too early to provide additional details, you should know that BI-LO offers a competitive compensation and benefit structure that is in line with many other supermarkets our size.

4. If I currently have optional life insurance, will this change or can I pay this directly to the insurance company?

We don’t expect any immediate impact to benefits (other than termination of our equity-based benefit plans) as a result of the Winn-Dixie and BI-LO combination.

5. What happens to my 401k? Will the balance roll over to the new company and should I continue to contribute?”

The assets in our 401(k) Plan are held in a trust, which means they are separated from the Company’s assets and are protected under federal law (ERISA). Winn-Dixie cannot use any of these assets to meet other obligations or to pay its debts. The assets are solely for your benefit as a plan participant. You always own 100% of the current value of your 401(k) contributions and any vested Company contributions. For additional information, you can contact Michelle Cotton, Senior Benefits Manager or the Wells Fargo Customer Service Number: 800-728-3123.

6. Questions pertaining to Winn-Dixie stock:

a. What happens to my Winn-Dixie Restricted Stock and Stock Options when the merger takes place?

b. How would a stockholder cash in their stocks at the merger price?

c. Does BI-LO have its own options? Will we be paid for our Winn-Dixie stock with BI-LO stock?

Shortly following the closing of the merger, shareholders will receive instructions for receiving payment for their shares of Winn-Dixie stock.

In accordance with the terms of each grant, on the date that the merger closes, all unvested Restricted Stock Units and Performance Restricted Stock Units as well as outstanding Stock Options will vest. You will receive written communications describing the payment you can expect to receive for all equity granted to you under our equity incentive plans. The payment you can expect to receive will be equal to:

• The number of vested Restricted Stock Units times $9.50, plus

• The number of vested Performance Restricted Stock Units shares times $9.50, plus

• The number of vested Stock Options times the difference between $9.50 and the option strike price if the strike price is less than $9.50.

7. What is the status of the lawsuits filed after we announced our merger with BI-LO?

It is typical for plaintiffs’ firms to publicly file a lawsuit after a significant deal such as our deal with BI-LO is announced. Our Board believes the proposed merger is in the best interest of our shareholders, and Winn-Dixie is vigorously defending its position.

8. Will Winn-Dixie maintain its operations in Jacksonville? Is there a possibility that corporate headquarters will not be in Greenville or Jacksonville, but an alternate location?

The combined company’s executive management team structure and headquarters location will be decided following the anticipated completion of the merger, when the companies are legally able to combine and integrate operations. As the companies move closer to finalizing the transaction; however, it is expected that the combined company will maintain a presence in both Jacksonville and Greenville.

There are still many details to work through as we move closer to finalizing this transaction, and both organizations are committed to providing updates as new developments arise.

9. Who will lead the combined company?

Since the announcement of our intent to merge, the Winn-Dixie and BI-LO integration teams have been focused on making decisions regarding the roles and responsibilities of the combined company’s senior leadership.

On January13, we announced that Randall Onstead, chairman of BI-LO, will be appointed as the CEO and President of the combined company. This appointment will become effective upon completion of the merger. Until then, Winn-Dixie will continue to operate as separate companies, run by our existing management teams.

The combined company’s executive management team structure will be decided as the companies move closer to finalizing the transaction.

10. When will we name our integration team leads and how can I volunteer to be on the integration team?

Winn-Dixie and BI-LO have officially begun the critical integration planning process, which will help ensure we are prepared to operate our combined company after the closing of the merger. Representatives from both Winn-Dixie and BI-LO have formed three groups to drive the integration planning process: the Steering Committee, the Core Integration Planning Team and 10 Functional Integration Planning Teams.

The time period from now until the merger will be spent planning the integration. Until the merger is complete, however, we will continue to remain separate companies and will function as such.

Existing FAQs

11. What is the difference between a public and private company?

A public company is a company that has shares traded by outside shareholders on public exchanges, like NASDAQ, and must disclose financial information to shareholders and the public.

A privately-held company is owned by the company’s founders, management or a group of private investors. Their shares are not publicly traded and typically they are not required to disclose their financial information publicly to investors since they do not trade stock on a stock exchange.

12. What is a private equity firm?

Private equity firms make investments directly in privately held companies or acquire public companies in transactions that result in those companies becoming private.

Private equity firm often obtain capital from investors who can commit large sums of money for long periods of time. When a company becomes private, it typically does not have to release sensitive competitive information to the public. A private equity firm seeks to assist in improving an acquired company’s performance so that potential investors – at some point in the future- will buy the company or shares of the company.

13. Why did Winn-Dixie decide to do this merger now? Has this been planned for some time?

Winn-Dixie, like any public company, is legally required to announce a deal the moment the deal becomes official. The week chosen was the week when everything fell into place. The Special Committee of the Board of Directors thoroughly reviewed the offer and determined that this transaction is in the best interests of shareholders, who are provided a significant cash premium for their shares.

14. What happens next?

Until the merger is complete, both BI-LO and Winn-Dixie will continue to operate as separate companies.

There are still a great many details to work through as this transaction gets finalized and both organizations are committed to providing updates as developments arise.

15. How will I know more about the progress of the transaction?

We have created a new “Winn-Dixie/BI-LO Merger” section on www.myWinn-Dixie.com and the Enterprise and Retail Portals. In this section team members will find updated merger FAQs and other communication concerning the merger. The link is located on the Portal home page in a right-hand toolbox, called “Winn-Dixie/BI-LO Merger” and on the home page of www.mywinn-dixie.com

We have also created the email address, wdfuture@winn-dixie.com, for team members with any additional questions about the merger. Answers will be provided through the updated FAQs document that will be placed on the Portal and www.myWinn-Dixie.com on a regular basis.

16. What will happen to our transformational remodel program now that we are merging? Will the new owners change or stop the current projects?

Until the merger closes, Winn-Dixie and BI-LO will operate as two separate companies, and we expect it to be business as usual. There are still a great many details to work through as this transaction gets finalized and both organizations are committed to providing updates as developments arise.

17. Will our fiscal year change?

BI-LO operates on a calendar year (January-December) while we operate on a fiscal year (July-June). There are many decisions left to be made before the merger closes. More information will be provided as it becomes available.

18. When will bonuses be paid out … at the end of the fiscal year or when the merger is complete?

Our retail and annual bonuses will be paid out at their normal times as earned.

19. What happens to participation in the long-term incentive equity program? Since there will be no more stock grants, will participants receive all cash?

The merger agreement contemplates that on the date the merger closes, the Winn-Dixie Stores, Inc., Fiscal 2012 Equity Incentive Plan would terminate and we would therefore make no further equity grants from it. There are still many details left to work out, and we plan to review options in light of this change. More information will be provided as it becomes available.

20. Are hourly team members getting evaluations and raises?

Yes. The hourly review and merit increase process scheduled in December and January has not changed.

21. If my job is eliminated, will I get severance?

Our existing severance benefit plans remain in place.

22. What is our recruiting message?

All of the reasons to join Winn-Dixie still exist today and will continue into the future, but now there is another great reason to join Winn-Dixie. This merger will serve to significantly expand our service footprint, and we expect the increased size and scale of the merged companies will enhance our competitive positioning within the industry. This should create new opportunities for our team members to grow and share ideas across the organizations.

23. Can we still hire for our open positions?

Yes. it is business as usual for Winn-Dixie, which means we will continue to fill open jobs provided they are part of the fiscal year 2012 annual operating plan and the job is still deemed critical to business continuity.

24. What was announced?

BI-LO and Winn-Dixie jointly announced that the companies will merge to create an organization of approximately 690 grocery stores and 63,000 employees in eight states throughout the southeastern United States (Alabama, Florida, Georgia, Louisiana, Mississippi, North Carolina, South Carolina, and Tennessee).

Under the terms of the definitive agreement, which has been unanimously approved by Winn-Dixie’s Board of Directors, BI-LO will acquire all of the outstanding shares of Winn-Dixie stock in the merger.

25. Who is BI-LO?

Founded in 1961 and headquartered in Greenville, S.C., BI-LO operates 207 supermarkets, including approximately 116 in-store pharmacies, in North Carolina, South Carolina, Georgia and Tennessee. The Company employs approximately 17,000 people.

BI-LO and Winn-Dixie both have talented and loyal team members at every level of their operations whose dedication to excellence forms the foundation for our continued success.

26. What are the benefits of this transaction?

BI-LO and Winn-Dixie are both well-known and well-respected regional brands with similar heritages, strong neighborhood ties, proud histories of giving back, and strong commitments to providing the best possible quality and value to their guests.

We are building a company that is stronger than our individual businesses. This merger will serve to significantly expand our footprint and we expect the increased size and scale of the merged companies will enhance our competitive positioning within the industry, creating the ninth largest traditional supermarket chain in the U.S.

27. What are the benefits of this transaction for our guests?

The combined company will have a perfect geographic fit that will create a stronger platform from which to provide our guests with great products at a great value, while continuing to offer exceptional service.

28. What are the benefits of this transaction for team members?

With combined companies, we anticipate having opportunities for continued advancement through the cross-pollination of our people and the sharing of ideas across the organizations.

We can all be proud knowing we are part of what will be the ninth largest traditional supermarket chain in the U.S.

29. What are the benefits of this transaction for suppliers and vendors?

We believe that this transaction will only serve to strengthen our partnerships, and we expect the process will be seamless for them.

30. Will there be any store closures as a result of this announcement?

BI-LO and Winn-Dixie do not currently expect any store closures as a result of the combination.

There are still many details to work through as this transaction gets finalized and both organizations are committed to providing updates as new developments arise.

31. Will there be any HDQ layoffs as a result of this announcement?

There are still many details to work through as this transaction gets finalized, but both organizations are committed to providing updates as new developments arise. We respect your need to have information and are sensitive to your personal decisions. As such we will do everything possible to expedite communications regarding employment.

In the meantime, we count on you to support our stores and depend on your sustained support of our organization and its success. Thank you for your continued dedication to serving our valued guests.

32. What happens to the Winn-Dixie Equity Incentive Plan after the merger closes?

On the date the merger closes, the Winn-Dixie Stores, Inc., Fiscal 2012 Equity Incentive Plan will terminate and we will make no further equity grants from it.

33. What happens to the Winn-Dixie name? Will our banner change?

Following completion of the merger, it is anticipated that the companies will continue to operate under the BI-LO and Winn-Dixie banners.

34. What will the combined company look like?

The combined organization will operate approximately 690 grocery stores and have 63,000 employees in eight states throughout the southeast.

35. How long before the transaction is completed?

The transaction is expected to close shortly following the Special Meeting of the Shareholders, which is scheduled for March 9.

36. What will happen to our distribution centers?

It will be business as usual. We do not currently expect any change to our distribution centers as a result of the combination.

37. What should I say if I’m contacted by the media, financial community, or other third parties about the transaction?

As always, it is important for our Company to speak with one voice. If you receive any inquiries about this transaction from members of the media or other interested parties, please forward them to Eric Barnes at (904) 370-7715 (or EricBarnes@Winn-Dixie.com.

Additional Information and Where to Find it

In connection with the proposed merger and required shareholder approval, Winn-Dixie Stores, Inc. has filed a proxy statement with the U.S. Securities and Exchange Commission (the “SEC”). INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS FILED BY WINN-DIXIE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT WINN-DIXIE AND THE MERGER. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC at the SEC’s web site at www.sec.gov. In addition, the documents filed by Winn-Dixie Stores, Inc. with the SEC may be obtained free of charge by contacting Winn-Dixie at Winn-Dixie Stores, Inc., Attn: Investor Relations, 5050 Edgewood Court, Jacksonville, Florida, 32254-3699. Our filings with the SEC are also available on our website at www.WinnDixie.com.

Participants in the Solicitation

Winn-Dixie and its officers and directors may be deemed to be participants in the solicitation of proxies from Winn-Dixie’s shareholders with respect to the merger. Information about Winn-Dixie’s officers and directors and their ownership of Winn-Dixie’s common shares is set forth in the proxy statement for Winn-Dixie’s 2011 Annual Meeting of Shareholders, which was filed with the SEC on September 27, 2011. Investors and security holders may obtain more detailed information regarding the direct and indirect interests of Winn-Dixie and its officers and directors in the merger by reading the definitive proxy statements regarding the merger, which has been filed with the SEC.

EX-99.3

Exhibit 99.3

February 24, 2012

Dear Winn-Dixie Employee Stock Purchase Plan (“ESPP”) Participant,

This memorandum is designed to communicate how stock you may hold as a Participant in the ESPP will be treated upon the close of the proposed merger between Winn-Dixie Stores, Inc, and a subsidiary of BI-LO, LLC. Please read this information carefully.

I. The Merger

Winn-Dixie Stores, Inc. (“Winn-Dixie”) expects to complete the contemplated merger with a subsidiary of BI-LO, LLC (together with its affiliates, “BI-LO”) shortly following the Special Meeting of Winn-Dixie Stockholders, which is currently scheduled for March 9, 2012. The date the Merger closes is referred to as the Closing Date. Pursuant to the Merger Agreement, dated December 16, 2011, by and among Winn-Dixie, Opal Holdings, LLC and Opal Merger Sub, LLC, upon closing of the merger each Winn-Dixie stockholder will receive $9.50 per share of Winn-Dixie common stock owned by such stockholder.

II. Payment for Stock Currently Owned Under the ESPP

Stock currently held by ESPP Participants as of the Closing Date. Pursuant to the Merger Agreement, Winn-Dixie stockholders will receive a letter of transmittal shortly following completion of the merger. The letter of transmittal will contain instructions for receiving the $9.50 per share merger consideration. If the stock you purchased under the ESPP is in an account with E*Trade Securities, LLC, you may contact the E*Trade customer service line at 800-387-2331 for instructions on how to receive this payment. If your stock is in an account with another brokerage firm, please contact them directly for payment instructions.

Reimbursement for Monies Deducted via Payroll Deduction But Not Used to Purchase Winn-Dixie Stock. Automatic ESPP payroll deductions will cease as of the Closing Date. Any payroll deductions made prior to the Closing Date but not used to purchase Winn-Dixie stock will be refunded. All refunds will be made by way of a payroll credit and will be reflected on your paychecks according to the time table below (assuming the Closing Date occurs on or about March 9, 2012):

Payroll cycle	Last deductions (Pay Period Ending)	Deduction Refund (Pay Period Ending)	Paycheck Date
Weekly	3/7/12	3/14/12	3/20/12
Biweekly	2/29/12	3/14/12	3/20/12
Monthly	2/29/12	3/30/12	3/30/12

Thank you for participating in the Winn-Dixie ESPP.

Regards,

Anita Dahlstrom-Gutel

Senior Vice President, Human Resources

Additional Information and Where to Find it

In connection with the proposed merger and required shareholder approval, Winn-Dixie Stores, Inc. has filed a proxy statement with the U.S. Securities and Exchange Commission (the “SEC”). INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS FILED BY WINN-DIXIE BECAUSE THEY CONTAIN, OR WILL CONTAIN, IMPORTANT INFORMATION ABOUT WINN-DIXIE AND THE MERGER. Investors and security holders may obtain free copies of these documents (when they are available) and other documents filed with the SEC at the SEC’s web site at www.sec.gov. In addition, the documents filed by Winn-Dixie Stores, Inc. with the SEC may be obtained free of charge by contacting Winn-Dixie at Winn-Dixie Stores, Inc., Attn: Investor Relations, 5050 Edgewood Court, Jacksonville, Florida, 32254-3699. Our filings with the SEC are also available on our website at www.WinnDixie.com.

Participants in the Solicitation

Winn-Dixie and its officers and directors may be deemed to be participants in the solicitation of proxies from Winn-Dixie’s shareholders with respect to the merger. Information about Winn-Dixie’s officers and directors and their ownership of Winn-Dixie’s common shares is set forth in the proxy statement for Winn-Dixie’s 2011 Annual Meeting of Shareholders, which was filed with the SEC on September 27, 2011. Investors and security holders may obtain more detailed information regarding the direct and indirect interests of Winn-Dixie and its officers and directors in the merger by reading the definitive proxy statement regarding the merger, which has been filed with the SEC.

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