-----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, OkHUxy7yHJTCo8b0QOMIPhmbXgm1ZRhFLPhcIosXLWX8oOOJtBGL6QKYidPmq7FE doDZNQ1yApVuyaqeXnJlwA== 0000913738-00-000003.txt : 20000203 0000913738-00-000003.hdr.sgml : 20000203 ACCESSION NUMBER: 0000913738-00-000003 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000127 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: 514288 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 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 18)* GOLDEN ENTERPRISES, INC. (Name of Issuer) COMMON STOCK Title of Class of Securities 381010107 (CUSIP Number) FOR THE YEAR ENDED DECEMBER 1999 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] 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 (however, see the Notes). CUSIP NO. 381010107 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) 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 (SEE INSTRUCTIONS) (a) ( ) (b) ( ) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION 2101 Magnolia Avenue South Suite 212 Birmingham, AL 35205 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 994,403 Shares 6. SHARED VOTING POWER -- 7. SOLE DISPOSITIVE POWER 994,403 Shares 8. SHARED DISPOSITIVE POWER -- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 994,403 Shares 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) -- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.2% 12. TYPE OF REPORTING PERSON (See Instructions) EP 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 Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13(d)-2(b), check whether the person filing is a: *** (f) [X] An Employee Benefit Plan or Endowment Fund in accordance with Rule 13d 1(b)(1)(ii)(F). *** Item 4 Ownership. (a) Amount Beneficially Owned: 994,403 shares This Amendment is being filed to reflect an increase in ownership. (b) Percent of Class: 8.2% (c) Number of shares as to which such person has: * (i) Sole power to vote or to direct the vote -- 994,403 shares (ii) Shared power to vote or to direct the vote -- 0 (iii) Sole power to dispose or to direct the disposition of -- 994,403 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: John S. Stein -- Director, Chairman of the Board and Chief Executive Officer of Golden Enterprises, Inc. F. Wayne Pate -- Director, President and Chief Operating Officer of Golden Enterprises, 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 Item 10 Certification. By signing below, we certify that, to the best of our knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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 such securities and were not acquired and are not held 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 24, 2000 Golden Enterprises, Inc. and Subsidiaries Employee Stock Ownership Plan (Stock Bonus Plan) By: Compass Bank, As Trustee /s/ Keith R. Dale Keith R. Dale Its Vice President and Trust Officer and By: The Plan Administrative Committee /s/ John H. Shannon John H. Shannon Its Secretary -----END PRIVACY-ENHANCED MESSAGE-----