UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 22)*
--
GOLDEN ENTERPRISES, INC.
------------------------
(Name of Issuer)
COMMON STOCK
------------
(Title of Class of Securities)
381010107
---------
(CUSIP Number)
FOR YEAR ENDED DECEMBER 2004
----------------------------
(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)
[] 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).
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CUSIP No. 381010107
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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
One Golden Flake Drive
Birmingham, AL 35205
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Number of 5 Sole Voting Power 938,695 Shares
Shares Bene- --------------------------------------------------------------
ficially
Owned By 6. Shared Voting Power --
Each --------------------------------------------------------------
Reporting
Person With: 7. Sole Dispositive Power 938,695 Shares
--------------------------------------------------------------
8. Shared Dispositive Power --
--------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
938,695 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)
7.9%
--------------------------------------------------------------------------------
12. Type of Reporting Person (See Instructions)
EP
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Item 1(a) Name of Issuer:
Golden Enterprises, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
One Golden Flake Drive
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:
One Golden Flake Drive
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 ss.ss. 240.13d-1(b),
or 240.13(d)-2(b) or (c), check whether the person
filing is a:
***
(f): An Employee Benefit Plan or Endowment Fund in
accordance with ss. 240.13d-1(b)(1)(ii)(F).
***
Item 4 Ownership:
Provide the following information regarding the aggregate
number and percentage of the class of securities of the
Issuer identified in Item 1.
(a) Amount Beneficially Owned:
938,695 shares
This Amendment is being filed to reflect a decrease
in ownership.
(b) Percent of Class:
7.9%
(c) Number of shares as to which such person has:
* (i) Sole power to vote or to direct the vote
-- 938,695 shares
(ii) Shared power to vote or to direct the
vote
-- 0
(iii) Sole power to dispose or to direct the
disposition of
-- 938,695 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 of
Golden Enterprises, Inc.
Mark W. McCutcheon - Director, Chief Executive Officer and
President of Golden Enterprises, Inc.
and President of Golden Flake Snack
Foods, Inc., a wholly-owned subsidiary
Patty Townsend - Chief Financial Officer, 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
Page 5 of 6
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 the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having such purpose 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.
February 1, 2005
Golden Enterprises, Inc. and
Subsidiaries Employee Stock
Ownership Plan (Stock Bonus Plan)
By: Compass Bank, As Trustee
/S/ Mary Beth Ensor
-------------------
Its Vice President and Senior
Trust Administrator
and
By: The Plan Administrative Committee
/S/ Patty Townsend
------------------
Patty Townsend
Its Secretary
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