The Art of Vulture Investing: Adventures in Distressed Securities Management

APPENDIX 4

Shareholder Complaint against Winn-Dixie Board et al.

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY, FLORIDA CIVIL DIVISION

SCHULTZE ASSET MANAGEMENT, LLC, Individually and On Behalf of All Others Similarly Situated, Plaintiff,

vs.

WINN-DIXIE STORES, INC., BI-LO LLC, OPAL HOLDINGS, LLC, OPAL MERGER SUB, INC., BI-LO HOLDING, LLC, LONE STAR FUND V (U.S.), L.P., PETER L. LYNCH, EVELYN V. FOLLIT, CHARLES P. GARCIA, JEFFREY C. GIRARD, YVONNE R. JACKSON, GREGORY P. JOSEFOWICZ, JAMES P. OLSON, TERRY PEETS and RICHARD E. RIVERA, Defendants.

Case No.

DIRECT SHAREHOLDER CLASS ACTION COMPLAINT BASED UPON SELF DEALING AND BREACH OF FIDUCIARY DUTY

CLASS REPRESENTATION

DEMAND FOR JURY TRIAL

SHAREHOLDER CLASS ACTION COMPLAINT BASED ON SELF-DEALING AND BREACH OF FIDUCIARY DUTY

Plaintiff Schultze Asset Management, LLC (“Plaintiff”), by its undersigned attorneys, for this class action complaint, alleges as follows:

INTRODUCTION

1. Plaintiff, a significant long-term shareholder of Winn-Dixie Stores, Inc., (“Winn-Dixie” or the “Company”), brings this shareholder class action on behalf of itself and the other holders of Winn-Dixie common stock against the Company, members of its board of directors (the “Board” or the “Individual Defendants”), and BI-LO, LLC (“BI-LO”) and certain of its affiliates identified herein for breaches of fiduciary duty and aiding and ...