UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
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, 2005
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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 3,022
Beneficially
Owned By 6 Shared Voting Power 9,797,885
Each
Reporting 7 Sole Dispositive Power 3,022
Person
With: 8 Shared Dispositive Power 9,797,885
9 Aggregate Amount Beneficially Owned by Each Reporting Person
9,800,907
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
---- -- --
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: 9,800,907
(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: 3,022
(ii) Shared power to vote or to direct the vote: 9,797,885
(iii) Sole power to dispose or to direct the disposition of:
3,022
(iv) Shared power to dispose or to direct the disposition of:
9,797,885
SCHEDULE 13G
CUSIP No. None Page 4 of 5 Pages
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As of December 1, 2005, 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 9,800,907 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 eleventh amendment to the initial statement are reflected on Schedule 1
attached hereto.
On December 1, 2005, for personal planning reasons, Carol J. Barnett
created the Carol J. Barnett Irrevocable 2005 Trust (the "Carol J. Barnett
Trust"), and transferred 8,682,485 shares of the Company's common stock held
directly in her individual name to SunTrust Bank, as Trustee of the Carol J.
Barnett Trust. On the same date, Carol J. Barnett and her husband Hoyt R.
Barnett, as General Partners of the Barnett Family Limited Partnership (the
"Partnership"), created the Barnett Family Limited Partnership Irrevocable 2005
Trust (the "FLP Trust") and transferred 1,115,400 shares of the Company's common
stock held by the Partnership to Martin B. Solomon, as Trustee of the FLP Trust.
The Trustee of each of the Carol J. Barnett Trust and the FLP Trust holds the
sole voting and dispositive powers with respect to the shares held in the
respective trusts.
Under the terms of each of the Carol J. Barnett Trust and the FLP Trust,
the trusts automatically terminate on February 2, 2006 and at such time any
assets then in the trusts (including any shares of the common stock of the
Company) are to be distributed to the respective grantors. Accordingly, as of
December 1, 2005, pursuant to Rule 13d-3(d)(1) under the Act, Carol J. Barnett
remained the beneficial owner of the shares held in the trusts and for this
reason is shown as having shared voting and dispositive powers with respect to
the shares although she had no power to vote or dispose of the shares held in
the trusts during the terms of the trusts.
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.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
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Security Being Reported on By the Parent Holding Company
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or Control 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, 2006
/s/ Carol J. Barnett
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Carol J. Barnett
Schedule 1
Shares Owned by Carol J. Barnett
Shares Shares Price
Date Acquired Disposed of (if applicable) Description of Transaction
---- -------- ----------- --------------- --------------------------
Aug-05 20,117 Distribution from Barnett
Family Limited Partnership
Aug-05 62,380 Gifts