UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 12 ) Publix Super Markets, Inc. -------------------------- (Name of Issuer) Common Stock, Par Value $1.00 Per Share --------------------------------------- (Title of Class of Securities) None ---- (CUSIP Number) Tina P. Johnson, 1936 George Jenkins Blvd., Lakeland, FL 33815 (863)688-1188 ---------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 23, 2002 ------------------------------------------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),13d-1(f), or 13d-1(g), check the following box ____. Page 1 of 5 SCHEDULE 13D CUSIP No. None Page 2 of 5 Pages ---- -- -- 1 Names of Reporting Persons I.R.S. Identification Nos. of Above Persons Howard M. Jenkins 264-78-3878 2 Check the Appropriate Box if A Member of a Group (a) ___ (b) ___ 3 SEC Use Only 4 Source of Funds Not applicable. 5 Check if Disclosure of Legal Proceedings is Required ___ Pursuant to Item 2(d) or 2(e) 6 Citizenship or Place of Organization United States Number of Shares 7 Sole Voting Power 2,451,466 Beneficially Owned By 8 Shared Voting Power 3,994,016 Each Reporting 9 Sole Dispositive Power 2,451,466 Person With: 10 Shared Dispositive Power 3,994,016 11 Aggregate Amount Beneficially Owned by Each Reporting Person 6,445,482 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares ____ 13 Percent of Class Represented by Amount in Row (11) 3.29% 14 Type of Reporting Person IN SCHEDULE 13D CUSIP No. None Page 3 of 5 Pages ---- -- -- Item 1. Security and Issuer Common Stock, Par Value $1.00 Per Share Publix Super Markets, Inc. 1936 George Jenkins Boulevard Lakeland, Florida 33815 Item 2. Identity and Background (a) Howard M. Jenkins (b) 1936 George Jenkins Boulevard, Lakeland, Florida 33815 (c) Chairman of the Board and Director Publix Super Markets, Inc. 1936 George Jenkins Boulevard, Lakeland, Florida 33815 (d) No (e) No (f) United States Item 3. Source and Amount of Funds or Other Consideration Not applicable. Item 4. Purpose of Transaction (a) The changes in beneficial ownership since the filing of the eleventh amendment to the initial statement are as a result of activity reflected on Schedule 1 attached hereto and a disposition of shares described in Item 4(c). (b) Not applicable. (c) HJ Properties Limited Partnership was dissolved and upon its liquidation, shares were transferred to the partners. For the current ownership of these shares, see Schedule 2 attached hereto. The dissolution of HJ Properties Limited Partnership was effectuated for estate planning purposes. Of the 5,492,638 shares transferred from HJ Properties Limited Partnership, 5,382,731 shares are now owned by The HMJ Trust, which benefits Mr. Jenkins' heirs. Mr. Jenkins has no voting or dispositive power over assets held in this trust. (d) Not applicable. (e) Not applicable. (f) Not applicable. (g) Not applicable. (h) Not applicable. (i) Not applicable. (j) Not applicable. SCHEDULE 13D CUSIP No. None Page 4 of 5 Pages ---- -- -- Item 5. Interest in Securities of the Issuer (a) 6,445,482 shares of common stock, approximately 3.29% of the class (b) Sole Voting Power: 2,451,466 Shared Voting Power: 3,994,016 Sole Dispositive Power: 2,451,466 Shared Dispositive Power: 3,994,016 For information regarding the shares held with shared voting and shared dispositive powers, see (d) below. (c) See Item 4(a) and 4(c) above. (d) Sole power to vote and sole power to dispose of 2,288,753 shares (owned by Mr.Jenkins individually and held directly); sole power to vote and sole power to dispose of 610 shares (owned by Mr.Jenkins' minor children with him as custodian); sole power to vote and sole power to dispose of 113,289 shares (owned by the Barnett Children's Irrevocable Trust, Howard Jenkins as Trustee); sole power to vote and sole power to dispose of 17,762 shares (owned by the Wesley Robinson Barnett Trust, Howard Jenkins as Trustee); sole power to vote and sole power to dispose of 31,052 shares (owned by the Nicholas Jenkins Barnett Trust, Howard Jenkins as Trustee); shared power to vote and shared power to dispose of 3,939,090 shares (owned by Meralex Limited Partnership); shared power to vote and shared power to dispose of 54,926 shares (owned by BBM, Inc.). Mr. Jenkins is shown as having shared voting and shared dispositive power for the 3,939,090 shares held in the Meralex Limited Partnership. The General Partner of the Partnership, with control over voting and disposition of shares, is BBM, Inc. (formerly known as Jenkins Baldwin Corporation), a Delaware corporation, with a principal address of 3801 Overbrook, Houston, Texas 77027. Mr. Jenkins, Benjamin West, James Howard and George Patterson are the stockholders of BBM, Inc. Mr. Jenkins is shown as having shared voting and shared dispositive power for 54,926 shares in BBM, Inc., a Delaware corporation, with a principal address of 3801 Overbrook, Houston, Texas, 77027. Mr. Jenkins, Benjamin West, James Howard and George Patterson are the stockholders of BBM, Inc. (e) January 23, 2002 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer See Item 5(d) above. Item 7. Material to be Filed as Exhibits None. SCHEDULE 13D CUSIP No. None Page 5 of 5 Pages ---- -- -- 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. /s/ Howard M. Jenkins ---------------------- Howard M. Jenkins Date: February 14, 2002 Schedule 1 Transactions of Shares Beneficially Owned by Howard M. Jenkins Value of Shares Voting and Number on Date of Dispositive Type of of Transaction Date Description of Transaction Share Registration Power Transaction Shares (as applicable) Transaction ----------- ------------------ ----- ----------- ------ ------------- ----------- 03/20/2001 Howard M. Jenkins Sole Sale 14,500 $48.25 (as an individual) 03/20/2001 Meralex Limited Shared Sale 107,003 $48.25 Partnership 04/16/2001 Howard M. Jenkins Sole Acquisition 450,000 Received as a (as an individual) distribution from a family trust. 05/04/2001 Howard M. Jenkins Sole Sale 103,093 $48.50 (as an individual) 12/10/2001 HJ Properties Sole Sale 291,703 $41.00 Limited Partnership 12/26/2001 Howard M. Jenkins Sole Gift 9,388 Shares were (as an individual) gifted to various charitable organizations. Schedule 2 HJ Properties Limited Partnership was dissolved and, as a result, a total of 5,492,638 shares were received by various entities as listed below. Value of Shares on Principal Address Transaction Date of Recipient of of Receiving Number of Date Description of Transaction Shares Entity Shares (as applicable) Transaction ----------- ------ ------ ------ ------------- ----------- 01/23/2002 Howard M. Jenkins 1936 George Jenkins Blvd. 54,981 These shares continue to be (as an individual) Lakeland, FL 33815 reported as beneficially owned by Howard M. Jenkins with sole voting and sole dispositive powers. 01/23/2002 BBM, Inc. 3801 Overbrook 54,926 These shares continue to be reported Houston, TX 77027 as beneficially owned by Howard M. Jenkins with shared voting and shared dispositive powers. 01/23/2002 The HMJ Trust 3801 Overbrook 5,382,731 These shares are no longer Houston, TX 77027 reportable as beneficially owned by Howard M. Jenkins, as the trust exists to benefit his heirs. Mr. Jenkins has no voting or dispositive powers over the shares in the trust.