UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Golden Enterprises, Inc.
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(Name of Issuer)
Common Stock, .66 2/3 par value per share
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(Title of Class of Securities)
381010107
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(CUSIP Number)
Patty R. Townsend, Chief Financial Officer
One Golden Flake Drive
Birmingham, AL 35205
(205) 323-6161
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 9, 2010
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sec.Sec. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Sec. 240.13d-7 for other
parties to whom copies are to be sent.
*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
disclosures provided in a prior cover page.
The information required on 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.
CUSIP No. 381010107
Explanatory Note
----------------
Sloan Y. Bashinsky, Sr. beneficially owned 6,698,172 shares of the Issuer, which
represented 56.6% of the issued and outstanding shares of the Issuer. Mr.
Bashinsky died on August 2, 2005. Upon Mr. Bashinsky's death, pursuant to terms
in his Last Will and Testament and the SYB, Inc. Common Stock Trust created by
Mr. Bashinsky, the Board of Directors of the Issuer (other than Audit Committee
members) were designated to vote shares of stock of the Issuer (the "Voting
Committee") beneficially owned by his Estate, Testamentary Trust and SYB, Inc.
Common Stock Trust, which, prior to Estate distribution, represented 53.67% of
the Issuer's common stock. Mr. Bashinsky's death and the Voting Committee were
previously disclosed and reported on Form 8-K filed with the Commission on
August 18, 2005 and in Golden Enterprises' annual proxy statement dated
September 1, 2005. SYB, Inc. reported its ownership on Form 3 filed on August
5, 2005. A Schedule 13D was filed with the SEC in December 2005. The Estate is
now distributing property to the Testamentary Trust and Mrs. Joann F. Bashinsky,
spouse of Mr. Bashinsky. In the distribution, Mrs. Bashinsky will receive
414,221 shares and the Testamentary Trust will receive 600,279 shares. SYB,
Inc., the Testamentary Trust, the Voting Committee and Mrs. Bashinsky agree they
are a voting control group for all purposes. Mrs. Joann F. Bashinsky is the
sole income beneficiary of the Testamentary Trust and is a member of the Voting
Committee. The control group owns 53.78% of Issuer's outstanding stock.
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Testamentary Trust of Sloan Y. Bashinsky, Sr.
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2. Check the Appropriate Box if a Member of a Group
(a) X
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(b)
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3. SEC Use Only
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4. Source of Funds N/A
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
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6. Citizenship or Place of Organization
Alabama
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7. Sole Voting Power
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Number of
Shares Bene- 8. Shared Voting Power 5,883,477 shares
ficially by -------------------------------------------------------
Owned by
Each 9. Sole Dispositive Power
Reporting -------------------------------------------------------
Person With
10. Shared Dispositive Power 5,883,477 shares
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
6,310,332
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
53.78
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14. Type of Reporting Person
00
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CUSIP No. 381010107
Explanatory Note
----------------
Sloan Y. Bashinsky, Sr. beneficially owned 6,698,172 shares of the Issuer, which
represented 56.6% of the issued and outstanding shares of the Issuer. Mr.
Bashinsky died on August 2, 2005. Upon Mr. Bashinsky's death, pursuant to terms
in his Last Will and Testament and the SYB, Inc. Common Stock Trust created by
Mr. Bashinsky, the Board of Directors of the Issuer (other than Audit Committee
members) were designated to vote shares of stock of the Issuer (the "Voting
Committee") beneficially owned by his Estate, Testamentary Trust and SYB, Inc.
Common Stock Trust, which, prior to Estate distribution, represented 53.67% of
the Issuer's common stock. Mr. Bashinsky's death and the Voting Committee were
previously disclosed and reported on Form 8-K filed with the Commission on
August 18, 2005 and in Golden Enterprises' annual proxy statement dated
September 1, 2005. SYB, Inc. reported its ownership on Form 3 filed on August
5, 2005. A Schedule 13D was filed with the SEC in December 2005. The Estate is
now distributing property to the Testamentary Trust and Mrs. Joann F. Bashinsky,
spouse of Mr. Bashinsky. In the distribution, Mrs. Bashinsky will receive
414,221 shares and the Testamentary Trust will receive 600,279 shares. SYB,
Inc., the Testamentary Trust, the Voting Committee and Mrs. Bashinsky agree they
are a voting control group for all purposes. Mrs. Joann F. Bashinsky is the
sole income beneficiary of the Testamentary Trust and is a member of the Voting
Committee. The control group owns 53.78% of Issuer's outstanding stock.
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
SYB, Inc. Common Stock Trust
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) X
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(b)
--------------------------------------------------
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3. SEC Use Only
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4. Source of Funds N/A
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
------------------------------------------------
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6. Citizenship or Place of Organization
Delaware
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7. Sole Voting Power
-------------------------------------------------------
Number of
Shares Bene- 8. Shared Voting Power 5,883,407 shares
ficially by -------------------------------------------------------
Owned by
Each 9. Sole Dispositive Power
Reporting -------------------------------------------------------
Person With
10. Shared Dispositive Power 5,883,407 shares
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
6,310,332
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
53.78
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14. Type of Reporting Person
00
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CUSIP No. 381010107
Explanatory Note
----------------
Sloan Y. Bashinsky, Sr. beneficially owned 6,698,172 shares of the Issuer, which
represented 56.6% of the issued and outstanding shares of the Issuer. Mr.
Bashinsky died on August 2, 2005. Upon Mr. Bashinsky's death, pursuant to terms
in his Last Will and Testament and the SYB, Inc. Common Stock Trust created by
Mr. Bashinsky, the Board of Directors of the Issuer (other than Audit Committee
members) were designated to vote shares of stock of the Issuer (the "Voting
Committee") beneficially owned by his Estate, Testamentary Trust and SYB, Inc.
Common Stock Trust, which, prior to Estate distribution, represented 53.67% of
the Issuer's common stock. Mr. Bashinsky's death and the Voting Committee were
previously disclosed and reported on Form 8-K filed with the Commission on
August 18, 2005 and in Golden Enterprises' annual proxy statement dated
September 1, 2005. SYB, Inc. reported its ownership on Form 3 filed on August
5, 2005. A Schedule 13D was filed with the SEC in December 2005. The Estate is
now distributing property to the Testamentary Trust and Mrs. Joann F. Bashinsky,
spouse of Mr. Bashinsky. In the distribution, Mrs. Bashinsky will receive
414,221 shares and the Testamentary Trust will receive 600,279 shares. SYB,
Inc., the Testamentary Trust, the Voting Committee and Mrs. Bashinsky agree they
are a voting control group for all purposes. Mrs. Joann F. Bashinsky is the
sole income beneficiary of the Testamentary Trust and is a member of the Voting
Committee. The control group owns 53.78% of Issuer's outstanding stock.
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Voting Committee created under the Last Will and Testament of Sloan Y.
Bashinsky, Sr. and the SYB, Inc. Common Stock Trust. The Voting Committee
consists of the following individuals: Joann F. Bashinsky, Mark W. McCutcheon,
John P. McKleroy, Jr., J. Wallace Nall, Jr., F. Wayne Pate, Patty Townsend, Paul
R. Bates and David A. Jones
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2. Check the Appropriate Box if a Member of a Group
(a) X
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(b)
--------------------------------------------------
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3. SEC Use Only
------------------------------------------------
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4. Source of Funds N/A
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
------------------------------------------------
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6. Citizenship or Place of Organization
Alabama
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7. Sole Voting Power
-------------------------------------------------------
Number of
Shares Bene- 8. Shared Voting Power 5,883,407 shares
ficially by -------------------------------------------------------
Owned by
Each 9. Sole Dispositive Power
Reporting -------------------------------------------------------
Person With
10. Shared Dispositive Power 5,883,407 shares
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
6,310,332
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
53.78
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14. Type of Reporting Person
00
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CUSIP No. 381010107
Explanatory Note
----------------
Sloan Y. Bashinsky, Sr. beneficially owned 6,698,172 shares of the Issuer, which
represented 56.6% of the issued and outstanding shares of the Issuer. Mr.
Bashinsky died on August 2, 2005. Upon Mr. Bashinsky's death, pursuant to terms
in his Last Will and Testament and the SYB, Inc. Common Stock Trust created by
Mr. Bashinsky, the Board of Directors of the Issuer (other than Audit Committee
members) were designated to vote shares of stock of the Issuer (the "Voting
Committee") beneficially owned by his Estate, Testamentary Trust and SYB, Inc.
Common Stock Trust, which, prior to Estate distribution, represented 53.67% of
the Issuer's common stock. Mr. Bashinsky's death and the Voting Committee were
previously disclosed and reported on Form 8-K filed with the Commission on
August 18, 2005 and in Golden Enterprises' annual proxy statement dated
September 1, 2005. SYB, Inc. reported its ownership on Form 3 filed on August
5, 2005. A Schedule 13D was filed with the SEC in December 2005. The Estate is
now distributing property to the Testamentary Trust and Mrs. Joann F. Bashinsky,
spouse of Mr. Bashinsky. In the distribution, Mrs. Bashinsky will receive
414,221 shares and the Testamentary Trust will receive 600,279 shares. SYB,
Inc., the Testamentary Trust, the Voting Committee and Mrs. Bashinsky agree they
are a voting control group for all purposes. Mrs. Joann F. Bashinsky is the
sole income beneficiary of the Testamentary Trust and is a member of the Voting
Committee. The control group owns 53.78% of Issuer's outstanding stock.
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Joann F. Bashinsky
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2. Check the Appropriate Box if a Member of a Group
(a) X
--------------------------------------------------
(b)
--------------------------------------------------
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3. SEC Use Only
------------------------------------------------
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4. Source of Funds N/A
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
------------------------------------------------
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6. Citizenship or Place of Organization
Alabama
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7. Sole Voting Power 426,925 shares
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Number of
Shares Bene- 8. Shared Voting Power 5,883,407 shares
ficially by -------------------------------------------------------
Owned by
Each 9. Sole Dispositive Power 426,925 shares
Reporting -------------------------------------------------------
Person With
10. Shared Dispositive Power 5,883,407 shares
-------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
6,310,332
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
53.78
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14. Type of Reporting Person
IN
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CUSIP No. 381010107
Item 1. Security and Issuer
This statement on Schedule 13D relates to the common stock, par value $.66
2/3 per share (the Shares), of Golden Enterprises, Inc., a Delaware corporation
(the Issuer) and is being filed by the Testamentary Trust of Sloan Y. Bashinsky,
Sr., the SYB, Inc. Common Stock Trust, the Voting Committee and Mrs. Joann F.
Bashinsky, spouse of Mr. Sloan Y. Bashinsky, Sr. and income beneficiary of the
Testamentary Trust and member of the Voting Committee (the Reporting Persons).
The Issuers current principal executive offices are located at One Golden Flake
Drive, Birmingham, Alabama 35205.
Item 2. Identity and Background
This schedule is filed on behalf of the Testamentary Trust of Sloan Y.
Bashinsky, Sr., the SYB, Inc. Common Stock Trust and the Voting Committee and
Mrs. Joann F. Bashinsky, spouse of Mr. Sloan Y. Bashinsky, Sr. and income
beneficiary of the Testamentary Trust and member of the Voting Committee
(referred to herein individually as Reporting Person and collectively as
Reporting Persons). The names, residences or business addresses and principal
occupation of the Reporting Persons are set forth below. None of the Reporting
Persons have been convicted in criminal proceedings (excluding traffic
violations or similar misdemeanors) in the past five years. In the past five
years, none of the Reporting Persons have been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and the result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating final order enjoining future
violations of, or prohibiting or mandating activity subject to, federal or state
securities laws or finding any violation with respect to such laws. The
Reporting Persons are domiciled in the United States.
Principal
Reporting Persons Principal Address Occupation/Business
----------------- ----------------- -------------------
Testamentary Trust Suite 312 - 21 Office N/A
of Sloan Y. Bashinsky, Sr. Plaza Building
2101 Magnolia Avenue South
Birmingham, Alabama 35205
SYB, Inc. Common Stock Trust Suite 312 - 21 Office N/A
Plaza Building
2101 Magnolia Avenue South
Birmingham, Alabama 35205
Joann F. Bashinsky 3432 Briarcliff Road East Chairman and CEO of
Birmingham, Alabama 35223 SYB, Inc.
Voting Committee
consisting of:
Joann F. Bashinsky 3432 Briarcliff Road East Chairman and CEO of
Birmingham, Alabama 35223 SYB, Inc.
Mark W. McCutcheon Golden Flake Snack Foods, Inc. CEO, Chairman of
Post Office Box 2447 the Board and President
Birmingham, Alabama 35201 of the Issuer and
President of Golden
Flake Snack Foods, Inc.
John P. McKleroy, Jr. Spain & Gillon, L.L.C. Attorney and member
2117 Second Avenue North with Spain & Gillon,
Birmingham, Alabama 35203 L.L.C.
J. Wallace Nall, Jr. Nall Development Corporation President of Nall
119 Euclid Avenue Development
Birmingham, Alabama 35213 Corporation and
General Partner of
Nall Partnership, Ltd.
F. Wayne Pate 1309 Kingsway Lane Retired President of
Birmingham, Alabama 35243 the Issuer
Patty Townsend Post Office Box 2447 Chief Financial Officer,
Birmingham, Alabama 35201 Vice President and
Secretary of Issuer
Paul R. Bates Post Office Box 2447 Executive Vice President
Birmingham, Alabama 35201 of Sales, Marketing and
Transportation of Golden
Flake Snack Foods, Inc.
David A. Jones Post Office Box 2447 Executive Vice President
Birmingham, Alabama 35201 of Operations, Human
Resources and Quality
Control of Golden
Flake Snack Foods, Inc.
Item 3. Source and Amount of Funds or Other Consideration
Not applicable.
Item 4. Purpose of Transaction
Sloan Y. Bashinsky, Sr. died on August 2, 2005. At the time of Mr.
Bashinsky's death, he beneficially owned 6,698,172 shares of common stock of the
Issuer which constituted voting control of the Issuer. The stock beneficially
owned by Mr. Bashinsky was registered in and held by the following entities:
SYB, Inc., a Delaware corporation 5,283,128 shares
SYB, Inc. as Trustee of the
Sloan Y. Bashinsky, Sr. Trust
Dated February 16, 1982
("SYB, Inc. Trust") 1,000,000 shares
Bashinsky Foundation, Inc., an Alabama 400,544 shares
non-profit corporation
Sloan Y. Bashinsky, Sr. 14,500 shares
As a result of Mr. Bashinsky's death and the probate of his Will on August
12, 2005, the 1,000,000 shares held in the SYB, Inc. Trust and the 14,500 shares
held in his name passed to his Estate. The Estate has now distributed assets
with 600,279 shares to the Testamentary Trust created under Mr. Bashinsky's Will
and 414,221 shares to Mrs. Bashinsky. SYB, Inc. continues to own 5,283,128
shares and the Bashinsky Foundation, Inc. continues to own 400,544 shares.
Mr. Bashinsky's Will and the SYB, Inc. Common Stock Trust provide that
shares of the Issuer held by SYB, Inc. and his Estate/Testamentary Trust, along
with 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, Inc. and one member
designated by his Estate Personal Representatives/Trustees (Voting Committee).
The Board members who serve on the Audit Committee of the Issuer have
resigned/renounced from any participation in the Voting Committee.
Consequently, the 5,283,128 shares of the Company stock held by SYB, Inc. and
the 600,279 of the Company stock held by Mr. Bashinsky's Estate/Testamentary
Trust, all of which constitute a majority of the voting stock of the Company
(50.14%), will be voted by the Voting Committee (the shares of Issuer's stock
held by Bashinsky Foundation, Inc. are not voted by the Voting Committee). The
decision of the majority of the members of the Voting Committee shall govern how
the stock is voted. Mrs. Bashinsky is the sole income beneficiary of the
Testamentary Trust and serves on the Voting Committee. Mrs. Bashinsky, the
Trustees of the SYB, Inc. Testamentary Trust, Trustees of the SYB, Inc. Common
Stock Trust and the Voting Committee agree to be recognized as a voting group
under Rule 13D-5. Thus, the Testamentary Trust of Sloan Y. Bashinsky, Sr., the
SYB, Inc. Common Stock Trust, Mrs. Joann F. Bashinsky and the Voting Committee
constitute a voting group under Rule 13D-5 and will be reported as such and the
Issuer will remain a Controlled Corporation for reporting purposes. The control
group will own and/or vote 6,310,332 shares, which constitute 53.78% of the
Issuer's outstanding stock.
Item 5. Interest in Securities of the Issuer
(a) The contents of the cover page of this statement are incorporated
into this Item 5 for each Reporting Person.
(b) Mrs. Joann F. Bashinsky has the sole power to vote and dispose of
426,925 shares (414,221 shares of which were received from the Estate). All
other shares set forth hereunder (5,883,407 shares) are under the voting control
of the Voting Committee.
(c) Except for the distribution of shares by the Estate, no transaction
in the common shares was effected by a Reporting Person since the last filing or
within the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
See Item 4.
Item 7. Material to Be Filed as Exhibits
1) Excerpts of Last Will and Testament of Sloan Y. Bashinsky, Sr.
creating the Voting Committee.
2) Excerpts of SYB, Inc. Common Stock Trust creating the Voting
Committee.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
TESTAMENTARY TRUST OF SLOAN Y. BASHINSKY, SR.
August 27, 2010
-------------------------------
Date
/s/John S. Stein
-------------------------------
Signature
John S. Stein, Trustee
Name/Title
August 27, 2010
-------------------------------
Date
/s/M. Owens Sims
-------------------------------
Signature
M. Owens Sims, Trustee
Name/Title
August 27, 2010
-------------------------------
Date
/s/John P. McKleroy, Jr.
-------------------------------
Signature
John P. McKleroy, Jr., Trustee
Name/Title
SYB, INC. COMMON STOCK TRUST
August 27, 2010
-------------------------------
Date
/s/John P. McKleroy, Jr.
-------------------------------
Signature
John P. McKleroy, Jr., Trustee
Name/Title
August 27, 2010
-------------------------------
Date
/s/M. Owens Sims, Trustee
-------------------------------
Signature
M. Owens Sims, Trustee
Name/Title
VOTING COMMITTEE CREATED UNDER THE LAST WILL AND TESTAMENT OF SLOAN Y.
BASHINSKY, SR. AND SYB, , INC. COMMON STOCK TRUST
August 27, 2010
-------------------------------
Date
/s/Mark W. McCutcheon
-------------------------------
Signature
Mark W. McCutcheon, Member
Name/Title
August 27, 2010
-------------------------------
Date
/s/John P. McKleroy, Jr.
-------------------------------
Signature
John P. McKleroy, Jr., Secretary and Member
Name/Title
August 27, 2010
-------------------------------
Date
/s/Joann F. Bashinsky
-------------------------------
Signature
Joann F. Bashinsky, Member
Name/Title
August 27, 2010
-------------------------------
Date
/s/J. Wallace Nall, Jr.
-------------------------------
Signature
J. Wallace Nall, Jr., Member
Name/Title
August 27, 2010
-------------------------------
Date
/s/F. Wayne Pate
-------------------------------
Signature
F. Wayne Pate, Chairman and Member
Name/Title
August 27, 2010
-------------------------------
Date
/s/ Patty Townsend
-------------------------------
Signature
Patty Townsend, Member
Name/Title
August 27, 2010
-------------------------------
Date
/s/Paul R. Bates
-------------------------------
Signature
Paul R. Bates, Member
Name/Title
August 27, 2010
-------------------------------
Date
/s/David A. Jones
-------------------------------
Signature
David A. Jones, Member
Name/Title
August 27, 2010
-------------------------------
Date
/s/Joann F. Bashinsky
-------------------------------
Signature
Joann F. Bashinsky, Individually
Name/Title