-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WOMUm8pq5McyUCqb/2lnKZcC5h9H1InSyN5R04qXGAtaEeKITXULGjBJk8qXZW2U ZYy79AQ6pk0V4ymsZku1lg== 0000913738-98-000005.txt : 19980206 0000913738-98-000005.hdr.sgml : 19980206 ACCESSION NUMBER: 0000913738-98-000005 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980205 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDEN ENTERPRISES INC CENTRAL INDEX KEY: 0000042228 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS [2090] IRS NUMBER: 630250005 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-32679 FILM NUMBER: 98522431 BUSINESS ADDRESS: STREET 1: 2101 MAGNOLIA AVE STE 212 STREET 2: SOUTH CITY: BIRMINGHAM STATE: AL ZIP: 35205 BUSINESS PHONE: 2053266101 MAIL ADDRESS: STREET 1: 2101 MAGNOLIA AVE SOUTH STREET 2: STE 212 CITY: BIRMINGHAM STATE: AL ZIP: 35205 FORMER COMPANY: FORMER CONFORMED NAME: GOLDEN FLAKE INC DATE OF NAME CHANGE: 19761019 FORMER COMPANY: FORMER CONFORMED NAME: MAGIC CITY FOOD PRODUCTS INC DATE OF NAME CHANGE: 19700805 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDEN ENTERPRISES INC CENTRAL INDEX KEY: 0000042228 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS [2090] IRS NUMBER: 630250005 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2101 MAGNOLIA AVE STE 212 STREET 2: SOUTH CITY: BIRMINGHAM STATE: AL ZIP: 35205 BUSINESS PHONE: 2053266101 MAIL ADDRESS: STREET 1: 2101 MAGNOLIA AVE SOUTH STREET 2: STE 212 CITY: BIRMINGHAM STATE: AL ZIP: 35205 FORMER COMPANY: FORMER CONFORMED NAME: GOLDEN FLAKE INC DATE OF NAME CHANGE: 19761019 FORMER COMPANY: FORMER CONFORMED NAME: MAGIC CITY FOOD PRODUCTS INC DATE OF NAME CHANGE: 19700805 SC 13G 1 SPAIN & GILLON, L.L.C. THE ZINSZER BUILDING 2117 SECOND AVENUE NORTH BIRMINGHAM, ALABAMA 35203-3753 TELEPHONE (205) 328-4100 FACSIMILE (205) 324-8866 WRITER'S DIRECT DIAL NUMBER (205) 581-6226 January 15, 1998 CERTIFIED MAIL RETURN RECEIPT REQUESTED Securities and Exchange Commission Section on Ownership Reports 500 North Capitol Street Washington, D.C. 20549 Re: Amendment to Schedule 13G Filed on Behalf of Golden Enterprises, Inc. and Subsidiaries Employee Stock Ownership Plan Gentlemen: Please find enclosed herewith the original executed and five conformed copies of an Amendment to Schedule 13G Report filed for and on behalf of the Golden Enterprises, Inc. and Subsidiaries Employee Stock Ownership Plan (the "Plan"). This Amendment is being filed for the calendar year ended December, 1997. This Report reflects a decrease in shares held by the Plan. If additional information is needed, please call me collect at (205) 328-4100. Yours very truly, SPAIN & GILLON, L.L.C. By: /s/ John P. McKleroy, Jr. John P. McKleroy, Jr. JPMjr/kp Enclosures cc: Mr. John H. Shannon (w/encls.) Ms. Norma Rice (w/encls.) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 16)* GOLDEN ENTERPRISES, INC. (Name of Issuer) Common Stock Title of Class of Securities 381010107 (CUSIP Number) Check the following box if a fee is being paid with this statement ( ). (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) *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 (however, see the Notes). Continued on following page(s)) Page 1 Of 6 Pages CUSIP No. 381010107 13G Page 2 of 6 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Golden Enterprises, Inc. and Subsidiaries Employee Stock Ownership Plan (Stock Bonus Plan) IRS I.D. #63-0000139 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( ) (b) ( ) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION 2101 Magnolia Avenue South Suite 212 Birmingham, AL 35205 5 SOLE VOTING POWER 991,844 Shares NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY -- OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING 991,844 Shares PERSON WITH 8 SHARED DISPOSITIVE POWER __ 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 991,844 Shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* -- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.1% 12 TYPE OF REPORTING PERSON* EP *SEE INSTRUCTION BEFORE FILLING OUT! Item 1(a) Name of Issuer: Golden Enterprises, Inc. Item 1(b) Address of Issuer's Principal Executive Offices: 2101 Magnolia Avenue South Suite 212 Birmingham, Alabama 35205 Item 2(a) Name of person Filing: Golden Enterprises, Inc. and Subsidiaries Employee Stock Ownership Plan (Stock Bonus Plan) Item 2(b) Address of Principal Business Office or, if none, Residence: 2101 Magnolia Avenue South Suite 212 Birmingham, Alabama 35205 Item 2(c) Citizenship: N/A Item 2(d) Title of Class of Securities: Common Stock Item 2(e) CUSIP Number: 381010107 Page 3 of 6 Item 3 If this statement if filed pursuant to Rules 13d-1(b), or 13(d)-2(b), check whether the person filing is a: *** (f) (X) Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund. Item 4 Ownership. (a) Amount Beneficially Owned: 991,844 shares This Amendment is being filed to reflect a decrease in ownership. (b) Percent of Class: 8.1% (c) Number of shares as to which such person has: * (i) Sole power to vote or to direct the vote -- 991,844 shares (ii) Shared power to vote or to direct the vote -- 0 (iii) Sole power to dispose or to direct the disposition of -- 991,844 shares (iv) Shared power to dispose or to direct the disposition of -- 0 * Pursuant to the terms and conditions of the Golden Enterprises, Inc. and Subsidiaries Employee Stock Ownership Plan (Stock Bonus Plan), the Plan, through a designated Plan Administrative Committee, has the sole power to vote all shares of Golden Enterprises, Inc. (GE) stock held by the Plan. The Plan Administrative Committee consists of three individuals who are designated from time to time by the Board of Directors of GE and its subsidiary. The vote of two members in favor of any proposed action of the Plan Administrative Committee is necessary to give legal effect thereto. The present members of the Plan Administrative Committee and their position with GE and its subsidiary are: Page 4 of 6 John S. Stein -- Director, Chairman of the Board, President and Chief Executive Officer of Golden Enterprises, Inc. F. Wayne Pate -- Director and President of Golden Flake Snack Foods, Inc. John H. Shannon -- Vice President and Secretary of Golden Enterprises, Inc. The shares of Golden Enterprises, Inc. stock held by the Plan are held and disposed of in strict compliance with the terms and conditions of the Plan. The Plan Administrative Committee possess no discretionary authority concerning disposition of shares. The Trustee of the Plan, Compass Bank, has no discretionary authority concerning the voting of the Golden Enterprises, Inc. stock nor the disposition of the stock. Compass Bank disclaims any beneficial ownership of the stock held by the Plan. Item 5 Ownership of Five percent or Less of a Class. N/A Item 6 Ownership of More than Five Percent on Behalf of Another Person. N/A Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. N/A Item 8 Identification and Classification of Members of the Group. N/A Item 9 Notice of Dissolution of Group. N/A Page 5 of 6 Item 10 Certification. By signing below, we certify that, to the best of our knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. Signature After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. January 15,1998 Golden Enterprises, Inc. and Subsidiaries Employee Stock Ownership Plan (Stock Bonus Plan) By: Compass Bank, As Trustee /s/ Norma Rice Its Vice President and Trust Officer and By: The Plan Administrative Committee /s/ John H. Shannon John H. Shannon Its Secretary 1/15/98 0004\0001 Page 6 of 6 -----END PRIVACY-ENHANCED MESSAGE-----