UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 23)*
GOLDEN ENTERPRISES, INC.
------------------------
(Name of Issuer)
COMMON STOCK
------------
(Title of Class of Securities)
381010107
---------
(CUSIP Number)
FOR YEAR ENDED DECEMBER 2005
----------------------------
(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).
Persons who respond to the collection of information contained in this form are
not required to respond unless the form displays a currently valid OMB control
number
Page 1 of 6
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
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)....................................................................
(b)....................................................................
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3. SEC Use Only ..........................................................
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4. Citizenship or Place of Organization
One Golden Flake Drive
Birmingham, AL 35205
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Number of 5 Sole Voting Power 925,134 Shares
Shares Bene-
ficially --------------------------------------------------------------
Owned By 6. Shared Voting Power --
Each
Reporting --------------------------------------------------------------
Person With: 7. Sole Dispositive Power 925,134 Shares
--------------------------------------------------------------
8. Shared Dispositive Power --
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
925,134 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)
7.8%
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12. Type of Reporting Person (See Instructions)
EP
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Page 2 of 6
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) [X] 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:
925,134 shares
This Amendment is being filed to reflect a decrease
in ownership.
(b) Percent of Class:
7.8%
(c) Number of shares as to which such person has:
* (i) Sole power to vote or to direct the vote
-- 925,134 shares
(ii) Shared power to vote or to direct the
vote
-- 0
(iii) Sole power to dispose or to direct the
disposition of
-- 925,134 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
Page 4 of 6
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 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
Item 8 Identification and Classification of Members of the Group.
N/A
Page 5 of 6
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 7, 2006
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
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
Page 6 of 6