<COVER LETTER>
SPAIN & GILLON
THE ZINSZER BUILDING
2117 SECOND AVENUE NORTH
BIRMINGHAM, ALABAMA 35203
TELEPHONE (205) 328-4100
TELECOPIER (205) 324-8866
WRITER'S DIRECT DIAL NUMBER
(205) 581-6226
August 31, 1995
Securities and Exchange Commission
Division of Corporate Finance
500 North Capitol Street, N.W.
Washington, D.C. 20549
Re: Golden Enterprises, Inc.
File No.: 0-4339
Definitive Proxy Material
Gentlemen:
Golden Enterprises, Inc. is filing by EDGAR its Proxy Statement and
Proxy Card which will be used with respect to the Company's Annual
Stockholders' Meeting to be held on September 26, 1995. This Proxy
solicitation relates to the Annual Stockholders' Meeting at which the
only matter to be acted upon is the election of Directors. A fee of
$125.00 has been mailed to Mellon Bank payable to "Securities and
Exchange Commission Acct. No. 910-8739."
Seven (7) hard copies of the Company's Annual Report to Stockholders
will be mailed to the Commission by separate cover letter.
Copies of the Definitive Proxy Material will be released to the
stockholders of Golden Enterprises, Inc. on or about August 31, 1995, and
the Annual Report to Stockholders will also be released on that date.
Yours very truly,
SPAIN & GILLON
By: /s/ John P. McKleroy, Jr.
John P. McKleroy, Jr.
</COVER LETTER>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Golden Enterprises, Inc.
_________________________________________________________________
(Name of Registrant as Specified In Its Charter)
_________________________________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction
applies:
_______________________________________________________
2) Aggregate number of securities to which transaction
applies:
_______________________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
________________________________________________________
4) Proposed maximum aggregate value of transaction:
________________________________________________________
Set forth the amount on which the filing fee is calculated and
state how it was determined.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
1) Amount Previously Paid:
_____________________________________________
2) Form, Schedule or Registration Statement No.:
_____________________________________________
3) Filing Party:
______________________________________________
4) Date Filed:
______________________________________________
GOLDEN ENTERPRISES, INC.
2101 Magnolia Avenue South
Suite 212
Birmingham, Alabama 35205
NOTICE OF ANNUAL MEETING
Notice Is Hereby Given that the Annual Meeting of the
Stockholders of Golden Enterprises, Inc., (the "Company") a
Delaware Corporation, will be held at the general offices of Golden
Flake Snack Foods, Inc., a subsidiary of the Company at 492 Theta
Street, Birmingham, Alabama, on September 26, 1995, at 11:00 A.M.,
Birmingham time, for the following purposes:
1. To elect a Board of Directors.
2. To transact such other business as may properly come
before the meeting.
Stockholders of record at the close of business on August 1,
1995, are entitled to notice of and to vote at the meeting. All
Stockholders are cordially invited to attend the meeting.
By Order of the Board of Directors
Sloan Y. Bashinsky, Sr.
Chairman
Birmingham, Alabama
August 31, 1995
HOLDERS OF A MAJORITY OF THE OUTSTANDING SHARES MUST BE
PRESENT EITHER IN PERSON OR BY PROXY IN ORDER TO HOLD THE MEETING.
TO INSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE REQUESTED TO
SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ACCOMPANYING ENVELOPE.
IF YOU ARE ABLE TO ATTEND THE MEETING YOU MAY REVOKE THE PROXY AND
VOTE YOUR SHARES PERSONALLY AT ANY TIME BEFORE THE PROXY IS
EXERCISED.
PROXY STATEMENT
GENERAL
The annual meeting of the stockholders of Golden Enterprises,
Inc. (the "Company") will be held at the general offices of Golden
Flake Snack Foods, Inc., a subsidiary of the Company at 492 Theta
Street, Birmingham, Alabama, on September 26, 1995, at 11:00 A.M.
All holders of record of common stock as of August 1, 1995, will be
entitled to vote at the meeting and any adjournment thereof.
The purpose of this proxy solicitation is to enable those
stockholders who will be unable to personally attend the meeting to
vote their stock.
PERSONS MAKING THE SOLICITATION
This proxy is solicited on behalf of the Board of Directors of
Golden Enterprises, Inc. The cost of solicitation will be paid by
the Company and will include reimbursement paid to brokerage firms
and others for their expenses in forwarding solicitation material
regarding the meeting to beneficial owners. In addition to
solicitation by mail, officers and regular employees of the Company
may solicit proxies by telephone, telegram, or personal interview
at no additional compensation.
SECURITY HOLDERS ENTITLED TO VOTE
Holders of shares of common stock of the Company of record at
the close of business on August 1, 1995, will be entitled to vote
at the Annual Meeting and at any and all adjournments thereof. Each
share of common stock entitles its owner to one vote. The number of
shares of common stock of the Company (exclusive of treasury
shares) outstanding at the close of business on August 1, 1995 was
12,261,950 shares.
Stockholders who execute proxies retain the right to revoke
them at any time before they are voted. If the enclosed proxy is
properly signed and returned to the Company and not so revoked, the
shares represented thereby will be voted in accordance with its
terms.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
At August 1, 1995, Sloan Y. Bashinsky, Sr., Chairman of the
Board and Compass Bank, as Trustee of the Golden Enterprises, Inc.
and subsidiaries Employee Stock Ownership Plan, were the only
persons who beneficially owned more than 5% of the outstanding
voting securities of the Company. The following table sets forth
the number of shares of common stock of the Company beneficially
owned by these persons.
<TABLE>
<CAPTION>
Name and Address of Percent of
Beneficial Owner Direct Indirect Class
<S> <C> <C> <C> <C>
Sloan Y. Bashinsky, Sr. 7,000 6,683,672 (2)(3)(4)(5) 54.6%
2101 Magnolia Ave. So.
Suite 212
Birmingham, Alabama 35205
Compass Bank, as Trustee -0- 997,365 (6) 8.1%
of the Golden Enterprises, Inc.
and subsidiaries Employee
Stock Ownership Plan
701 South 32nd Street
Birmingham, Alabama 35233 (a)
<FN>
(1) An indirect beneficial owner as this term is interpreted by
the Securities and Exchange Commission includes any person who
has or shares the (1) voting power which includes the power to
vote or to direct the voting of such security; and/or (2)
investment power which includes the power to dispose, or to
direct the disposition of such security.
(2) Includes 5,283,128 shares owned by SYB, Inc., a corporation of
which Sloan Y. Bashinsky, Sr. is a Director, the majority
stockholder, President and Treasurer. For Securities and
Exchange Commission reporting purposes, Mr. Bashinsky is
deemed the beneficial owner of such shares. Except for SEC
reporting purposes, Mr. Bashinsky disclaims beneficial
ownership of such shares.
(3) Includes 1,000,000 shares owned by SYB, Inc. as Trustee of a
Trust created by Sloan Y. Bashinsky, Sr. SYB, Inc. exercises
the right to vote the shares and the investment power relative
to the shares.
(4) Includes 400,544 shares owned by The Bashinsky Foundation,
Inc. of which Sloan Y. Bashinsky, Sr. is the founder, officer
and Director.
(5) Does not include any portion of the 997,365 shares of common
stock of the Company which are owned by Compass Bank, as
Trustee of the Golden Enterprises, Inc. and subsidiaries
Employee Stock Ownership Plan. Mr. Bashinsky is a member of
the plan's administrative committee and participates in the
exercise of the voting power of the shares. Mr. Bashinsky
disclaims any beneficial ownership of such shares with the
exception of 20,571 shares which are vested in his account as
an employee-participant under the Plan.
(6) The Employee Stock Ownership Plan provides that the shares
held by the Trustee are voted by an administrative committee
made up of 4 members. The Board of Directors of the Company
determines 3 members of the committee and the Board of
Directors of Golden Flake Snack Foods, Inc., a wholly owned
subsidiary of the Company, determines one member. Present
members of the administrative committee are: Sloan Y.
Bashinsky, Sr., Chairman of the Board and Treasurer of the
Company; John H. Shannon, Vice President and Secretary of the
Company; John S. Stein, a Director, President and Chief
Executive Officer of the Company; and F. Wayne Pate, a
Director of the Company and President of Golden Flake Snack
Foods, Inc.
(a) The Employee Stock Ownership Plan is an employee benefit plan
qualified under Section 401(a) of the Internal Revenue Code and
subject to the Employee Retirement Income Security Act of
1974.
</FN>
</TABLE>
Security Ownership Of Management
The following table shows the shares of common stock of Golden
Enterprises, Inc. beneficially owned directly, or indirectly, by
each Director and Nominee for Director and all Directors and
Officers of the Company as a group at August 1, 1995:
<TABLE>
<CAPTION>
Percent of
Name Direct Indirect Class
<S> <C> <C> <C> <C>
Sloan Y. Bashinsky, Sr. 7,000 6,683,672 (4)(5)(6)(7) 54.6%
John S. Stein (a) (b) 288,854 -0- (7) 2.4%
J. Wallace Nall, Jr. -0- 196,000 (8) 1.6%
Edward R. Pascoe 306,000 -0- 2.5%
F. Wayne Pate 135,270 3,586 (9) 1.1%
John P. McKleroy, Jr. (c) (d) 12,970 (2) -0- *
D. Paul Jones, Jr. 5,582 (3) 2,000 (10) *
James I. Rotenstreich 3,033 -0- *
John S. P. Samford 1,666 -0- *
All Directors and
Officers as a group 808,875 6,885,258 62.7%
*Less than one percent of class.
<FN>
(1) An indirect beneficial owner as this term is interpreted
by the Securities and Exchange Commission includes any
person who has or shares the (1) voting power which
includes the power to vote or to direct the voting of
such security, and/or (2) investment power which includes
the power to dispose, or to direct the disposition of
such security.
(2) Includes 9,260 shares held by a self-employed pension
plan and personal IRA account for the benefit of John P.
McKleroy, Jr.
(3) Does not include a .5799 fractional share held pursuant
to the Company's Dividend Reinvestment Plan.
(4) Includes 5,283,128 shares owned by SYB, Inc., a
corporation of which Sloan Y. Bashinsky, Sr. is a
Director, the majority stockholder, President and
Treasurer. For Securities and Exchange Commission
reporting purposes, Mr. Bashinsky is deemed the
beneficial owner of such shares. Except for SEC reporting
purposes, Mr. Bashinsky disclaims beneficial ownership of
such shares.
(5) Includes 1,000,000 shares owned by SYB, Inc., as Trustee
of a Trust created by Sloan Y. Bashinsky, Sr. SYB, Inc.
exercises the right to vote the shares and the investment
power relative to the shares.
(6) Includes 400,544 shares owned by The Bashinsky
Foundation, Inc. of which Sloan Y. Bashinsky, Sr. is the
founder, officer and Director.
(7) Does not include any portion of the 997,365 shares of
common stock of the Company which are owned by Compass
Bank, as Trustee of Golden Enterprises, Inc. and
subsidiaries Employee Stock Ownership Plan. Messrs.
Bashinsky, Stein and Pate are members of the plan's
administrative committee and exercise the voting power of
the shares. Messrs. Bashinsky, Stein and Pate disclaim
any beneficial ownership of such shares with the
exception of the following shares which are vested in
their respective account as an employee-participant under
the Plan: Bashinsky 20,571, Stein 24,422, Pate 15,854.
(8) Shares owned by Nall Development Corporation, a
corporation of which J. Wallace Nall, Jr. is a Director
and President. For Securities and Exchange Commission
reporting purposes, Mr. Nall is deemed the beneficial
owner of such shares. Except for SEC reporting purposes,
Mr. Nall disclaims beneficial ownership of such shares.
(9) Includes 3,554 shares owned by Mrs. A. P. Pate, the
mother of F. Wayne Pate, which are registered in the name
of Mrs. A. P. Pate or Joyce P. Stubb or F. W. (Wayne)
Pate and 32 shares owned by the wife of F. Wayne Pate.
(10) Shares held by Mr. Jones' wife and mother-in-law.
(a) Mr. Stein is a Director and Vice President of SYB, Inc.
which beneficially owns 6,283,128 shares of the Company's
stock. Mr. Stein does not possess and specifically
disclaims any beneficial ownership of these shares.
(b) Mr. Stein is a Director and officer of The Bashinsky
Foundation, Inc., which owns 400,544 shares of the
Company's stock. Mr. Stein does not possess and
specifically disclaims any beneficial ownership of these
shares.
(c) Mr. McKleroy is a Director and Secretary of SYB, Inc.
which beneficially owns 6,283,128 shares of the Company's
stock. Mr. McKleroy does not possess and specifically
disclaims any beneficial ownership of these shares.
(d) Mr. McKleroy is a Director and officer of The Bashinsky
Foundation, Inc., which owns 400,544 shares of the
Company's stock. Mr. McKleroy does not possess and
specifically disclaims any beneficial ownership of these
shares.
</FN>
</TABLE>
Each Director has the sole voting and investment power of the
shares directly owned by him.
SYB, Inc., beneficially owns 6,283,128 shares of common stock
of the Company. Mr. Bashinsky is the majority stockholder of SYB,
Inc. and serves as Director, President and Treasurer. John S. Stein
and John P. McKleroy, Jr., Directors of the Company, each serve as
Directors of SYB, Inc. and as Vice-President and Secretary,
respectively. Mr. Bashinsky owns 80% of the voting stock of SYB,
Inc. and the other 20% is vested in a trust for the use and benefit
of his children and grandchildren of which John P. McKleroy, Jr.,
serves as a Co-Trustee. In Mr. Bashinsky's will and in the trust
document, he has provided that in the event SYB, Inc. or his estate
owns any shares of Golden Enterprises stock at his death, the
shares of Golden Enterprises held by SYB, Inc. and the estate and
the voting shares of SYB, Inc. shall be voted by a committee made
up of each member of the Board of Directors of Golden Enterprises
and one member designated by his executors/trustees.
ELECTION OF DIRECTORS
At the Annual Meeting, nine Directors (constituting the entire
Board of Directors) are to be elected, each to hold office until
the next Annual Meeting of Stockholders, or until a successor has
been elected and qualified. All nominees are presently members of
the Board of Directors and were elected to the Board by vote of the
stockholders at the last Annual Meeting.
Shares represented by your proxy will be voted in accordance
with your direction as to the election as directors of the persons
hereinafter listed as nominees. In the absence of direction, the
shares represented by your proxy will be voted FOR such election.
Should any of the persons listed as nominees become unavailable as
a nominee for election it is intended that the shares represented
by your proxy will be voted for the balance of those named and for
a substitute nominee or nominees unless the Board of Directors
reduces the number of directors, but the Board knows of no reason
to anticipate that this will occur.
The following table shows the names of the nominees for
election as directors, their respective ages as of August 1, 1995,
the principal occupation, business experience and other
directorships held by such nominees, and the period during which
such nominees have served as directors of the Company.
Principal Occupation,
Business Experiences Director
Name and Age and Other Directorships Since
Sloan Y. Bashinsky, Sr., 75 Mr. Bashinsky is Chairman of the 1946
Board and Treasurer of the Company.
He has been employed with the
Company since 1946. Mr. Bashinsky
has been Chairman of the Board, with
a one year interruption, since 1972
and served as Chief Executive
Officer from 1976 to June 1, 1991.
Prior to becoming Chairman of the
Board in 1972, he was President from
1956 to 1972 and reassumed the
position of President from 1984 to
July 1985.
John S. Stein, 58 Mr. Stein is President and Chief 1971
Executive Officer of the Company. He
has served as President of the
Company since 1985 and assumed the
position of Chief Executive Officer
on June 1, 1991. Mr. Stein has been
employed with the Company and its
subsidiaries since 1961. Mr. Stein
is a Director of Compass Bancshares,
Inc.
Edward R. Pascoe, 58 Mr. Pascoe is employed as Chairman 1971
of the Board of Steel City Bolt &
Screw, Inc., formerly Coosa
Acquisition, Inc. which, on February
8, 1995, acquired the bolt and
special fastener business owned by
the Company. Prior to his present
position which he assumed on
February 8, 1995, he served as
President of Steel City Bolt &
Screw, Inc. and Nall & Associates,
Inc. from 1972 and 1973,
respectively, which were
wholly-owned subsidiaries of the
Company.
John P. McKleroy, Jr., 51 Mr. McKleroy is an attorney and 1976
partner with Spain & Gillon, general
counsel for the Company. He has
practiced law with this firm since
1968.
James I. Rotenstreich, 58 Mr. Rotenstreich is Chairman and 1984
Chief Executive Officer of JHF
Holdings, Inc. ("JHF"), a company
formerly doing business under the
name of Jefferson Home Furniture
Company, Inc. He has served as Chief
Executive Officer since 1967 and as
Chairman since 1992. In May of 1994,
JHF sold its retail home furniture
interest and is presently engaged in
real estate and investment holdings.
John S. P. Samford, 45 Mr. Samford is Chairman and Chief 1984
Executive Officer of TeleClaims,
Inc., a processor of electronic
insurance claims for the medical
profession. He has held this
position since March of 1992. Mr.
Samford is also President and sole
owner of Samford Capital
Corporation.
D. Paul Jones, Jr., 52 Mr. Jones is Chairman of the Board 1991
and Chief Executive Officer of
Compass Bancshares, Inc. (a bank
holding company), and of its
subsidiary, Compass Bank. He assumed
these positions on April 1, 1991.
Mr. Jones has been employed with
Compass Bancshares, Inc. (formerly
Central Bancshares of the South,
Inc.) and Compass Bank (formerly
Central Bank of the South) since
1978. During the past five years, he
has also held the positions of Vice
Chairman, President and Chief
Operating Officer of Central
Bancshares of the South, Inc. and
Central Bank of the South.
J. Wallace Nall, Jr., 55 Mr. Nall is President of Nall 1991
Development Corporation and a
General Partner of Nall Partnership,
Ltd. He has held these positions
since 1981. Nall Development
Corporation is an investment holding
company and Nall Partnership, Ltd.
is a real estate investment and
development company.
F. Wayne Pate, 60 Mr. Pate is President of Golden 1992
Flake Snack Foods, Inc., a
wholly-owned subsidiary of the
Company. He was elected President on
September 20, 1991, and has been
employed by Golden Flake since 1968.
During his employment, he has served
as Vice President of Research and
Development, Vice President of
Manufacturing and Executive Vice
President of Manufacturing and
Sales.
Mr. Bashinsky is a "control person" by reason of his
beneficial ownership of voting securities and by virtue of the fact
that he is Chairman of the Board of the Company.
Committees Of The Board Of Directors
The Company has a Compensation Committee, a Stock Option
Committee and an Audit Committee. The Board of Directors has no
standing Nominating Committee.
The Compensation Committee is made up of Sloan Y. Bashinsky,
Sr., John S. P. Samford, James I. Rotenstreich, D. Paul Jones, Jr.
and J. Wallace Nall, Jr. The Compensation Committee reviews the
performance of the Executive Officers of the Company and the top
executive officer of Golden Flake Snack Foods, Inc., a wholly-owned
subsidiary, and recommends to the Board of Directors of the Company
the appropriate compensation level and compensation and benefit
programs of such officers.
The Stock Option Committee is made up of Sloan Y. Bashinsky,
Sr., James I. Rotenstreich, John S. P. Samford, D. Paul Jones, Jr.
and J. Wallace Nall, Jr. The Stock Option Committee determines the
key employees of the Company and its subsidiary to whom stock
options and stock appreciation rights will be granted under the
1988 Stock Option and Stock Appreciation Rights Plan.
The Audit Committee is made up of James I. Rotenstreich, John
S. P. Samford and D. Paul Jones, Jr. The Audit Committee reviews
with the independent auditors, the corporate controller and the
Company+s general counsel the results of the independent auditor+s
annual report on the Company's financial statements. The Audit
Committee also reviews and confers with management and the Board of
Directors with respect to the selection of the Company's
independent auditors and performs such additional functions as are
necessary or prudent to fulfill the Committee+s duties and
responsibilities and reports its recommendations and findings to
the full Board of Directors.
Meetings Of The Board Of Directors and Committees
During the fiscal year ended May 31, 1995, there were four
meetings of the Board of Directors. The Compensation Committee and
the Stock Option Committee met once and the Audit Committee met
twice during the year. All incumbent directors attended all of the
meetings of the Board and the Committees on which they served.
Compensation Of Directors
During the fiscal year ended May 31, 1995, the Company paid
each of its non-employee Directors a retainer of $300 per month and
all Directors, including Directors who were employees of the
Company, were paid a fee of $2,000 for each Board meeting attended.
The members of the Compensation Committee were each paid $2,000 for
attending the Compensation Committee meeting and the members of the
Audit Committee were paid $1,000 for each meeting attended.
Stock Ownership Reporting By Directors And Officers
Section 16(a) of the Securities Exchange Act of 1934 requires
that Directors and certain Executive Officers of the Company file
reports of stock ownership and changes in ownership with the
Securities and Exchange Commission. These reports consist of Forms
3, Initial Statement of Ownership, 4, Monthly Reports, and 5,
Annual Reports. Based upon a review of copies of such reports, or
representations that no reports were due to be filed by Directors
or Officers, the Company believes that Section 16(a) filing
requirements applicable to its Directors and Executive Officers
were complied with during the fiscal year 1995, except that Edward
R. Pascoe, due to inadvertence, failed to timely report a
distribution from and sale of shares to the Company's Employee
Stock Ownership Plan which occurred on March 20, 1995. Mr. Pascoe
subsequently reported this transaction to the Securities and
Exchange Commission on a Form 5 Report filed in July of this year.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table summarizes the compensation paid or
accrued by the Company and its subsidiaries during the fiscal years
1993, 1994 and 1995 to the Company's Chief Executive Officer and to
the three most highly compensated executive officers, other than
the Chief Executive Officer, whose compensation exceed $100,000 and
who were serving in such capacities at the end of the 1995 fiscal
year.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
Securities
Other Annual Underlying All Other
Name and Salary Bonus Compensation Options/SARs Compensation
Principal Position Year ($) ($) ($) (#)(1) ($)
<S> <C> <C> <C> <C> <C> <C> <C>
John S. Stein 1995 $259,000 $53,975 - - $118,036 (3)(4)(6)
President and Chief 1994 $259,000 $16,452 - - $120,933
Executive Officer 1993 $247,000 $39,996 - - $114,857
Sloan Y. Bashinsky, Sr. 1995 $100,000 - $83,158 (2) - $ 77,970 (3)(4)(5)
Chairman of the Board 1994 $100,000 - $86,251 - $ 81,420
1993 $125,000 - $93,463 - $ 79,760
F. Wayne Pate 1995 $180,000 $53,975 - - $136,921 (3)(4)(6)
President of 1994 $180,000 $16,452 - - $135,514
Golden Flake 1993 $165,000 $39,996 - - $112,629
Snack Foods, Inc.
John H. Shannon 1995 $106,300 - - - $ 5,990 (4)
Vice President, 1994 $106,300 - - - $ 6,080
Secretary & Controller 1993 $101,300 - - - $ 6,380
<FN>
(1) No stock options and Stock Appreciation Rights (SARs) were
granted to the Named Executive Officers during the 1995, 1994
and 1993 Fiscal Years.
(2) Includes payment of personal legal and accounting fees for Mr.
Bashinsky in the amount of $64,381.
(3) Includes director's fees paid by the Company and its
subsidiary as follows: Mr. Bashinsky ($19,000), Mr. Stein
($17,500), Mr. Pate ($14,000).
(4) Includes contributions to the Company's and subsidiary Profit
Sharing Plan and Employee Stock Ownership Plan as follows: Mr.
Bashinsky ($7,500), Mr. Stein ($7,500), Mr. Pate ($3,271) and
Mr. Shannon ($5,990).
(5) Includes payment of $51,470 to Mr. Bashinsky that the Company
was obligated to pay for life insurance premiums under a
written employment agreement.
(6) Includes amounts accrued, but not paid, to provide for
possible future payments under salary continuation plans
covering Mr. Stein and Mr. Pate. The plans provide for
payments of up to $120,000 per year for fifteen years
following death, disability or retirement at age 65. During
the 1995 Fiscal Year, the amounts accrued, respectively, were
as follows: Mr. Stein ($93,036) and Mr. Pate ($119,650). The
plans are funded in part with life insurance on the life of
Mr. Stein and during the fiscal year ended May 31, 1995, the
Company paid a premium of $11,555 for Mr. Stein.
</FN>
</TABLE>
Profit Sharing Plan And Employee Stock Ownership Plan
The Company and its subsidiary each maintain a Profit Sharing
Plan and Employee Stock Ownership Plan for the benefit of their
employees. Annual contributions are made to the plans in amounts as
determined by the Board of Directors of each company. Contributions
to the Employee Stock Ownership Plan are invested in stock of the
Company which is held for the account of the participating
employees and is distributed to the employees upon their retirement
or termination of employment. All contributions to the Profit
Sharing Plan and Employee Stock Ownership Plan are allocated to the
accounts of the participating employees based upon their annual
compensation and each employee account vests 100% in the employee
after five years of service. The contribution to the plans for the
fiscal year ended May 31, 1995 was $622,486, with the following
amounts being credited to the accounts of the following persons
named in the Cash Compensation Table: Sloan Y. Bashinsky, Sr.,
$7,500; John S. Stein, $7,500; F. Wayne Pate, $3,271; and John H.
Shannon, $5,990. (See Summary Compensation Table on page 8 - These
amounts are included within compensation shown in table.)
The Employee Stock Ownership Plan provides that the shares
held by the Trustee are voted by an administrative committee made
up of 4 members. The Board of Directors of the Company determines
3 members of the committee and the Board of Directors of Golden
Flake Snack Foods, Inc., a subsidiary of the Company, determines
one member. Present members of the administrative committee are:
Sloan Y. Bashinsky, Sr., Chairman of the Board of the Company; John
H. Shannon, Vice President and Secretary of the Company; John S.
Stein, Director, President and Chief Executive Officer of the
Company; and F. Wayne Pate, a Director of the Company and President
of Golden Flake Snack Foods, Inc.
Stock Option And Stock Appreciation Rights Plan
In 1988, the Company's shareholders approved the 1988 Stock
Option and Stock Appreciation Rights Plan (the "Plan"). The purpose
of the Plan is to make shares of the common stock of the Company
available for purchase by key employees and to provide the
employees with the opportunity to participate in the growth and
financial success of the Company and to give them an increased
personal interest in and a greater concern for the Company's
continued success and growth.
Under the Plan, non-qualified Stock Options to purchase up to
400,000 shares of Common Stock of the Company and Stock
Appreciation Rights (SARs) may be granted to key employees.
Directors of the Company who are not officers are not eligible to
participate in the Plan.
The grant of stock options and SARs is administered by the
Stock Option Committee of the Board of Directors. The Committee
selects those key employees of the Company to whom options are
granted, the time at which options are granted, and the number and
price of shares which may be purchased upon the exercise of
options. The option price may be less than, equal to or greater
than the fair market value of the stock on the day the option is
granted and the option price may vary among employees.
The Committee may also grant SARs when granting options. SARs
are exercisable only when the underlying option is exercisable.
SARs granted to an employee shall be equal to the number of shares
that the employee is entitled to purchase under the related option.
An employee to whom an SAR is granted may not exercise the SAR
unless he simultaneously exercises the stock option to which the
SAR relates and the employee shall be deemed to have automatically
exercised his SAR when and at the same time that he exercises his
stock option to which the SAR relates. If an employee does not
exercise his stock option so that it expires, his SAR which relates
to said option shall also expire.
When SARs are exercised, the optionee receives from the
Company a sum of cash equal to the amount of the appreciation in
the underlying common stock as determined by the excess of the fair
market value of a share of common stock on the exercise date of the
related stock option over the option price. No options or SARs were
granted during the fiscal year ended May 31, 1995.
The following table sets forth certain information concerning
the exercise of options and SARs with respect to the Company's
common stock during fiscal 1995 by the executive officers of the
Company named in the Summary Compensation Table above and the
unexercised options and SARs held by such executive officers as of
the end of the 1995 fiscal year:
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Shares Options/SARs Held at Options/SARs
Acquired May 31, 1995 (#) at May 31, 1995 ($)
on Value Exercisable/ Exercisable/
Name Exercise (#) Realized ($) Unexercisable Unexercisable
<S> <C> <C> <C> <C>
John S. Stein 5,000 $20,000 0/0 0/0
F. Wayne Pate 5,000 $20,000 0/0 0/0
John H. Shannon 1,500 $6,750 0/0 0/0
Sloan Y. Bashinsky, Sr. 0 0 0/0 0/0
</TABLE>
Compensation Committee Interlocks And Insider Participtation
Sloan Y. Bashinsky, Sr., John S. P. Samford, James I.
Rotenstreich, D. Paul Jones, Jr., and J. Wallace Nall, Jr.,
constitute the Compensation Committee of the Company's Board of
Directors. Mr. Bashinsky also serves as Chairman of the Board and
Treasurer of the Company. John S. Stein, President and Chief
Executive Officer of the Company, is a member of the Board of
Directors of Compass Bancshares, Inc., of which D. Paul Jones, Jr.,
a Director of the Company, is Chairman, Chief Executive Officer
and President.
Compensation Committee Report On Executive Compensation
The Compensation Committee of the Board of Directors (the
"Compensation Committee") was comprised during fiscal 1995 of Sloan
Y. Bashinsky, Sr., John S. P. Samford, James I. Rotenstreich, D.
Paul Jones, Jr. and J. Wallace Nall, Jr., all of whom, with the
exception of Mr. Bashinsky, are not officers of the Company or its
subsidiary.
The Compensation Committee reviews the compensation structure
of the Executive Officers of the Company and the top executive
officer of Golden Flake Snack Foods, Inc. ("Golden Flake"), a
wholly-owned subsidiary, and recommends to the Board the
appropriate base and incentive bonus compensation of such officers.
The Stock Option Committee is made up of the same Directors as
those who serve on the Compensation Committee. The Stock Option
Committee determines the key employees of the Company and Golden
Flake to whom stock options and stock appreciation rights are
granted under the 1988 Stock Option and Stock Appreciation Rights
Plan.
The Company's executive compensation program consists of three
primary components: base salary, annual incentive bonus, and grants
of stock options and stock appreciation rights.
Base salary is the foundation of executive compensation. Base
salaries are reviewed annually and adjusted, if deemed appropriate,
based upon recommendations of the Compensation Committee after its
review of recommendations received from the Chairman of the Board
("Chairman") and Chief Executive Officer ("CEO").
Annual incentive bonus formulas are established for the CEO,
and the top executive officer of Golden Flake. The CEO and the top
executive officer of Golden Flake are paid a percentage of that
company+s pre-tax operating earnings that exceed a targeted return
on equity.
The base salaries and incentive bonus formulas for fiscal 1995
reported in the Proxy Statement were recommended by the
Compensation Committee in May, 1994 to the Board. The Compensation
Committee received and reviewed recommendations from the Chairman
and CEO, which recommendations were based upon a number of factors,
including overall earnings of the Company and Golden Flake, pre-tax
earnings from operations, return on equity, the financial
performance of the Company and its subsidiary, the complexities of
the job, and individual performance and achievements of each of the
executive officers.
In reviewing the recommendations of the Chairman and CEO and
in making its recommendations to the Board, the Compensation
Committee undertook a subjective consideration of the executive
officers+ base salaries and incentive bonus formulas that was not
related to any specific qualitative or quantitative criteria.
The Board's approval of such recommendations of the
Compensation Committee have generally been based on its subjective
analysis of what it considers to be a reasonable and appropriate
base salary and incentive bonus formula for the CEO and other
executive officers taking into consideration their individual job
responsibilities and the financial performance of the Company
during the prior fiscal year.
The Company has used stock options and stock appreciation
rights to reward the performance of executives. These are granted
through the 1988 Stock Option and Stock Appreciation Rights Plan.
Grant of stock options and stock appreciation rights are made by
the Stock Option Committee to key employees after considering the
recommendations of the Chairman and CEO.
The Compensation Committee believes that the incentive bonus
formulas and stock options/stock appreciation rights assure that a
significant portion of the CEO's compensation relate to the
Company+s performance.
The base salary and incentive bonus formula for John S. Stein,
the Company's CEO, for fiscal 1995 were determined based upon his
responsibilities and contributions to the Company, and the
performance of the Company. During fiscal 1995, Mr. Stein did not
receive any increase in base salary. His incentive bonus was based
upon a pre-determined percentage of the Company's pre-tax operating
earnings that exceeded a target of return on equity, producing a
bonus for fiscal 1995 of $53,975, which was 20.8% of his base
salary. Mr. Stein did not receive any stock options or stock
appreciation rights during fiscal 1995.
Compensation Committee: Sloan Y. Bashinsky, Sr., John S. P.
Samford, James I. Rotenstreich, D. Paul Jones, Jr., J. Wallace
Nall, Jr.
Shareholder Return Performance Graph
The following graph illustrates, for the period commencing May
31, 1990, and ending May 31, 1995, the yearly percentage change in
the cumulative total shareholder return on the Company's common
stock as compared with the cumulative total returns of other
companies included within the NASDAQ Stock Market (U.S. Companies)
Index and the Company's Peer Group.
The Company has selected a Peer Group consisting of the three
publicly-traded companies named below, which are in the snack food
industry. Virtually all of the Company's direct competitors and
peers are privately-held companies or subsidiaries or divisions of
larger publicly-held companies so that the available members of the
Peer Group are limited.
STOCK COMPARISON
NASDAQ GOLDEN
DATE STOCK MKT PEER GROUP ENTERPRISES
1990 100 100 100
1991 113.6 105.3 87.3
1992 133.4 101.5 128
1993 160.4 106.1 104.9
1994 169 92.5 98.7
1995 201 97.8 99.9
This graph assumes that $100 was invested in the Company's
common stock on May 31, 1990, in the NASDAQ Stock Market (U.S.
Companies) Index and in the Peer Group, which consisted of Lance,
Inc., Grist Mill Company and J & J Snack Foods Corp., and that
dividends were reinvested.
CERTAIN TRANSACTIONS
During the fiscal year ended May 31, 1995, the law firm of
Spain and Gillon, of which John P. McKleroy, Jr. is a Partner,
served as General Counsel and performed various legal services for
the Company and its subsidiary. The firm will continue to perform
legal services for the current fiscal year.
Since the beginning of the fiscal year ended May 31, 1995,
Golden Flake Snack Foods, Inc. (Golden Flake), a wholly-owned
subsidiary of the Company, entered into a trailer lease agreement
with SYB, Inc., a corporation principally owned and controlled by
Sloan Y. Bashinsky, Sr. Under this lease, Golden Flake leases 10
trailers for use in its ordinary course of business of distributing
snack food products. The trailers were purchased by SYB, Inc. for
lease to Golden Flake. Golden Flake will make monthly lease
payments of $707 per trailer for three years. Upon expiration of
the lease, Golden Flake has the option to purchase the trailers at
their salvage value at an average of $8,000 each.
Similar leases existed for 30 trailers from prior years and
during the fiscal year ended May 31, 1995, an average monthly lease
payment of $583 was paid per unit.
The Company believes that these transactions were on terms
equal to or better than those available from unaffiliated third
parties.
INDEPENDENT ACCOUNTANTS
Dudley, Hopton-Jones, Sims & Freeman PLLP, Certified Public
Accountants, were selected by the Board of Directors as the
independent accountants to audit the Company's financial statements
for the fiscal year ended May 31, 1995. Representatives of Dudley,
Hopton-Jones, Sims & Freeman PLLP will be present at the Annual
Meeting and will have the opportunity to make a statement if they
wish to do so, and will be available to respond to appropriate
questions from stockholders.
During the fiscal year ended May 31, 1995, Dudley,
Hopton-Jones, Sims & Freeman PLLP provided various audit and
non-audit services to the Company and its subsidiary. As a part of
their services as the Company's auditors, they audited the
consolidated financial statements of the Company and its
subsidiary, the individual financial statements of the Company and
Golden Flake Snack Foods, Inc. and its subsidiary and also assisted
in the preparation of the Company's Annual Report (Form 10-K) for
filing with the Securities and Exchange Commission.
The Company has not selected the principal accountants to
audit its financial statements for the current fiscal year. It is
the Company's policy to select its principal accountants after the
preceding year's audit has been completed and the Company has had
time to consider the selection.
FINANCIAL STATEMENTS
Consolidated Financial Statements of the Company and its
subsidiary for the fiscal year ended May 31, 1995, are contained in
the 1995 Annual Report to Stockholders which accompanies this Proxy
Statement. However, such Report and Financial Statements contained
therein are not to be considered a part of this solicitation
material since they are not deemed material to the matters to be
acted upon at the meeting.
STOCKHOLDER PROPOSALS FOR 1996 ANNUAL MEETING
Any stockholder desiring to submit a proposal to be considered
by the Board of Directors for inclusion in the proxy statement and
form of proxy relating to next year's Annual Meeting of
Stockholders must do so in writing received by the Company on or
before May 31, 1996. Any such proposal should be submitted to:
Golden Enterprises, Inc., Attention: John H. Shannon, Vice
President & Secretary, 2101 Magnolia Avenue South, Suite 212,
Birmingham, Alabama 35205.
OTHER BUSINESS
It is not anticipated that there will be presented to the
meeting any business other than the matters set forth herein and
the management was not aware, a reasonable time before this
solicitation of proxies, of any other matters which may properly be
presented for action at the meeting. If any other business should
come before the meeting, the persons named on the enclosed proxy
will have discretionary authority to vote all proxies in accordance
with their best judgment.
By Order of the Board of Directors
Sloan Y. Bashinsky, Sr.
Chairman
<PROXY CARD>
P R O X Y
GOLDEN ENTERPRISES, INC.
2101 Magnolia Avenue South
Birmingham, Alabama 35205
Annual Meeting of Stockholders
September 26, 1995
This Proxy is Solicited on Behalf of the Board of Directors.
The undersigned hereby appoints John S. Stein and John H. Shannon
as Proxies, each with the power to appoint his substitute, and
hereby authorizes them to represent and to vote as designated
below, all the shares of common stock of Golden Enterprises, Inc.
held of record by the undersigned on August 1, 1995 at the annual
meeting of stockholders to be held on September 26, 1995 or any
adjournment thereof.
1. ELECTION OF FOR all nominees ___ WITHHOLD ___
DIRECTORS listed below AUTHORITY
(except as to vote for all
designated to nominees listed
contrary below) below
Sloan Y. Bashinsky, Sr., John S. Stein, Edward R. Pascoe, John
P. McKleroy, Jr., James I. Rotenstreich, John S. P. Samford,
D. Paul Jones, Jr., J. Wallace Nall, Jr., F. Wayne Pate
(INSTRUCTION: To withhold authority to vote for any individual
nominee write that nominee's name in the space provided below)
2. In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the meeting,
which business the Board of Directors was not aware of a
reasonable time before the solicitation of Proxies.
This proxy when properly executed will be voted in the manner
directed herein by the undersigned stockholder. If no direction is
made, this proxy will be voted for the election of directors. (To
be signed on other side.)
(Continued on back)
The Board of Directors knows of no other matters that may properly
be, or which are likely to be, brought before the meeting. However,
if any other matters are properly brought before the meeting, the
persons named in the proxy or their substitutes will vote in
accordance with their best judgment on such matters.
The undersigned acknowledges receipt with this Proxy of a copy of
the Notice of Annual Meeting and Proxy Statement dated August 31,
1995, and the 1995 Annual Report to Stockholders.
Please sign exactly as name appears below. When shares are held by
joint tenants, both should sign. When signing as attorney, as
executor, administrator, trustee or guardian, please give full
title as such. If a corporation, please sign in full corporate name
by President or other authorized officer. If a partnership, please
sign in partnership name by authorized person.
DATE ________ , 1995 __________________________________
Signature
___________________________________
Signature if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.
</PROXY CARD>
