UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
Publix Super Markets, Inc.
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(Name of Issuer)
Common Stock, Par Value $1.00 Per Share
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(Title of Class of Securities)
None
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(CUSIP Number)
December 31, 2006
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|X| 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.
Page 1 of 5
SCHEDULE 13G
CUSIP No. None Page 2 of 5 Pages
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1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Carol J. Barnett
2 Check the Appropriate Box if a Member of a Group
(a) |_|
(b) |_|
3 SEC Use Only
4 Citizenship or Place of Organization
United States
Number of
Shares 5 Sole Voting Power 43,152,928
Beneficially
Owned By 6 Shared Voting Power 5,529,594
Each
Reporting 7 Sole Dispositive Power 43,152,928
Person
With: 8 Shared Dispositive Power 5,529,594
9 Aggregate Amount Beneficially Owned by Each Reporting Person
48,682,522
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares |X|
The Aggregate Amount in Row (9) excludes certain shares
beneficially owned by Carol J. Barnett's husband, Hoyt R. Barnett,
as to which Carol J. Barnett disclaims beneficial ownership.
11 Percent of Class Represented by Amount in Row (9)
5.8%
12 Type of Reporting Person
IN
SCHEDULE 13G
CUSIP No. None Page 3 of 5 Pages
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Item 1(a). Name of Issuer:
Publix Super Markets, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
3300 Publix Corporate Parkway, Lakeland, FL 33811
Item 2(a). Name of Person Filing:
Carol J. Barnett
Item 2(b). Address of Principal Business Office or, if none, Residence:
3300 Publix Corporate Parkway, Lakeland, FL 33811
Item 2(c). Citizenship:
United States
Item 2(d). Title of Class of Securities:
Common Stock, Par Value $1.00 Per Share
Item 2(e). CUSIP Number:
None
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b)
or (c), check whether the person is a:
None
Item 4. Ownership
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Information regarding ownership of common stock of the issuer:
(a) Amount beneficially owned: 48,682,522
(b) Percent of class: 5.8%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 43,152,928
(ii) Shared power to vote or to direct the vote: 5,529,594
(iii) Sole power to dispose or to direct the disposition of:
43,152,928
(iv) Shared power to dispose or to direct the disposition of:
5,529,594
SCHEDULE 13G
CUSIP No. None Page 4 of 5 Pages
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As of December 31, 2006, Carol J. Barnett was the beneficial owner, as
that term is defined under Rule 13d-3 under the Securities Exchange Act of 1934,
as amended, (the "Act") of a total of 48,682,522 shares of the Company's common
stock, or approximately 5.8% of the total outstanding shares of the Company's
common stock. Changes that occurred prior to such date and since the filing of
the twelfth amendment to the initial statement are reflected on Schedule 1
attached hereto.
On February 2, 2006, the Carol J. Barnett Irrevocable 2005 Trust and
the Barnett Family Limited Partnership Irrevocable 2005 Trust automatically
terminated under the terms of each trust. On the same date, the respective
trustees distributed 8,682,485 shares of the Company's common stock from the
Carol J. Barnett Irrevocable 2005 Trust to Carol J. Barnett individually and
1,115,400 shares of the Company's common stock from the Barnett Family Limited
Partnership Irrevocable 2005 Trust to the Barnett Family Limited Partnership.
On April 18, 2006, the Company's stockholders approved an increase in
the number of authorized shares of common stock from 300 million shares to 1
billion shares to allow for a 5-for-1 stock split effective July 1, 2006. The
number of shares reported have been adjusted for the 5-for-1 stock split.
On June 15, 2000, for personal planning reasons, Carol J. Barnett
created the Carol Jenkins Barnett Family Revocable Trust (the "Carol Jenkins
Barnett Trust"). On August 28, 2006, Carol J. Barnett as trustee of the Carol
Jenkins Barnett Trust transferred 43,139,042 shares of the Company's common
stock held directly in her individual name to the Carol Jenkins Barnett Trust.
Carol J. Barnett holds the sole voting and dispositive powers with respect to
the shares held in the trust.
Wesley R. Barnett, son of Carol J. Barnett, resides in the household of
Carol J. Barnett. On December 29, 2006, Wesley R. Barnett received a
distribution of 9,852 shares of the Company's common stock from an irrevocable
trust for which he is the beneficiary. Accordingly, pursuant to Rule 13d-3(a)
under the Act, Carol J. Barnett beneficially owns these shares and for this
reason is shown as having shared voting and dispositive powers.
Item 5. Ownership of Five Percent or Less of a Class
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Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
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Income and other earnings of the Barnett Family Limited Partnership
(the "Partnership") (including that derived from dividends paid on the Company's
common stock and proceeds from any sales thereof) may be distributed to the
partners of the Partnership in accordance with the terms of the Partnership
Agreement of the Partnership. Any dividends paid on, and any proceeds from the
sale of, the Company's common stock held by Carol J. Barnett as custodian for
minor children may be distributed to or otherwise used for the benefit of such
children. Any dividends paid on, and proceeds from the sale of, the Company's
common stock held by Wesley R. Barnett and beneficially owned by Carol J.
Barnett will be used for the benefit of Wesley R. Barnett.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
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Security Being Reported on By the Parent Holding Company or Control
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Person
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Not applicable.
SCHEDULE 13G
CUSIP No. None Page 5 of 5 Pages
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Item 8. Identification and Classification of Members of the Group
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Not applicable.
Item 9. Notice of Dissolution of Group
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Not applicable.
Item 10. Certification
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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.
SIGNATURE
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.
Dated: February 13, 2007
/s/ Carol J. Barnett
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Carol J. Barnett
Schedule 1
Shares Owned by Carol J. Barnett
Shares Shares Price Description
Date Acquired Disposed of (if applicable) of Transaction
------ -------- ----------- -------------- --------------
Jul-06 39,203,628 Additional shares from
5-for-1 stock split
Aug-06 57,258 Distribution from Barnett
Family Limited Partnership
Aug-06 273,383 Gift
Dec-06 1,224 Gift
Dec-06 9,852 Acquired by son from trust