SCHEDULE 14A INFORMATION
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Golden Enterprises, Inc.
2140 11th Avenue South
Suite 208
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 One Golden Flake Drive, Birmingham,
Alabama, on September 24, 2001, 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 3, 2001,
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
John S. Stein
Chairman
Birmingham, Alabama
August 31, 2001
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 be-fore 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 One Golden Flake
Drive, Birmingham, Alabama, on September 24, 2001, at 11:00 A.M.
All holders of record of common stock as of August 3, 2001, 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 3, 2001, 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 3, 2001 was 11,927,423 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 3, 2001, Sloan Y. Bashinsky, Sr., Chairman Emeritus 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.
Name and Address of Amount and Nature of
Beneficial Owner Beneficial Ownership (1) Percent
Sloan Y. Bashinsky, Sr. Direct Indirect Class
2140 11th Ave. So. 6,500 6.683,676 (2)(3)(4) 56.1%
Suite 208
Birmingham, Alabama 35205
Amount and Nature of Percent
Name and Address of Beneficial Ownership (1) Class
Beneficial Owner
Compass Bank, as Trustee Direct Indirect 9.1%
of the Golden Enterprises, -0- 1,085,185(5)
Inc. and subsidiaries
Employee Stock Ownership Plan
701 South 32nd Street
Birmingham, Alabama 35233 (a)
(1) An indirect beneficial owner as this term is interpreted by the
Securities and Exchange Commission (SEC) 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 Chairman of the Board and the
majority stockholder. For SEC 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. For
SEC 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.
(4) Includes 400,544 shares owned by the Bashinsky Foundation, Inc.
of which Sloan Y. Bashinsky, Sr. is the founder and Chairman
of the Board. For SEC 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) The Employee Stock Ownership Plan provides that the shares held by the
Trustee are voted by an administrative committee made up of 3 members.
The Board of Directors of the Company determines the members of the
committee. Present members of the administrative committee are:
John S. Stein, Chairman of the Board, Mark W. McCutcheon, Chief
Executive Officer and President of the Company and President of
Golden Flake Snack Foods, Inc., and John H. Shannon, Vice President
and Secretary of the Company.
(a) The Employee Stock Ownership Plan is an employee benefit plan qualified
under 401(a) of the Internal Revenue Code and
subject to the Employee Retirement Income Security Act of 1974.
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 3, 2001:
Name
John S. Stein (a) (b)
J. Wallace Nall, Jr.
Edward R. Pascoe
F. Wayne Pate
John P. McKleroy, Jr. (c) (d)
D. Paul Jones, Jr.
James I. Rotenstreich
John S. P. Samford
Joann F. Bashinsky (e) (f)
Mark W. McCutcheon
All Directors and
Officers as a group
*Less than one percent of class.
Amount and Nature of
Beneficial Ownership (1)
Name Direct Indirect Percent
John S. Stein (a) (b) 288,854 -0- (4) Class
J. Wallace Nall, Jr. -0- 196,000 (5) 2.4%
Edward R. Pascoe 145,000 -0- 1.6%
F. Wayne Pate 136,994 32 (6) 1.2%
John P. McKelory, Jr. (c) (d) 25,000 (2) -0- 1.1%
D. Paul Jones, Jr. 22,766 (3) 2,000 (7) *
James I. Rotenstreich 9,533 -0- *
John S. P. Samford 1,666 -0- *
Joann F. Bashinsky (e) (f) 10,571 -0- *
Mark W. McCutcheon 4,455 -0- (4) *
669,089 198,032 7.3%
(1) An indirect beneficial owner as this term is interpreted by
the Securities and Exchange Commission (SEC) 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 of, or to direct the
disposition of, such security.
(2) Includes 20,490 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 .2258 fractional share held pursuant to
the Company's Dividend Reinvestment Plan.
(4) Does not include any portion of the 1,085,185 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. Stein and McCutcheon
are members of the plan's administrative committee and exercise
the voting power of the shares. Messrs. Stein and McCutcheon
disclaim any beneficial ownership of such shares with the
exception of the following shares which are vested in their
respective accounts as an employee-participant under the Plan:
Stein 43,179, McCutcheon 2,590.
(5) Shares owned by Nall Development Corporation, a corporation of
which J. Wallace Nall, Jr. is a Director and President. For SEC
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.
(6) Includes 32 shares owned by the wife of F. Wayne Pate.
(7) Shares owned by Mr. Jones' wife and mother-in-law.
(a) Mr. Stein is a Director and 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.
(e) Mrs. Bashinsky is a Director and Vice President of SYB, Inc.,
which beneficially owns 6,283,128 shares of the Company's stock.
Mrs. Bashinsky does not possess and specifically disclaims any
beneficial ownership of these shares.
(f) Mrs. Bashinsky is a Director and Vice President of the Bashinsky
Foundation, Inc., which beneficially owns 400,544 shares of the
Company's stock. Mrs. Bashinsky does not possess and specifically
disclaims any beneficial ownership of these shares.
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. John S. Stein, Joann F. Bashinsky and John P. Mckleroy, Jr.,
Directors of the Company, each serves as a Director and Officer of SYB,
Inc. Joann F. Bashinsky is the wife of Sloan Y. Bashinsky, Sr. Mr.
Bashinsky is Director Emeritus of the Company and 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.
Proposal One
Election of Directors
At the Annual Meeting, ten 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 3, 2001, 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.
Name and Age Principal Occupation, Director
Business Experiences Since
and Other Directorships
John S. Stein, 64 Mr. Stein is Chairman of the Board. He was 1971
elected Chairman on June 1, 1996. He served as
Chief Executive Officer from 1991 to April
4, 2001, and as President from 1985 to 1998
and from June 1, 2000 to April 4, 2001. Mr.
Stein also served as President of Golden Flake
Snack Foods, Inc. from 1976 to 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, 64 Mr. Pascoe is former Chairman of the Board of 1971
Steel City Bolt & Screw, Inc. (formerly Coosa
Acquisition, Inc.) which, in 1995, acquired the bolt
and special fastener business owned by the Company.
He served as President of Steel City Bolt & Screw,
Inc. and Nall & Associates, Inc., which were wholly
-owned subsidiaries of the Company, from 1972 and
1973, respectively, until 1995.
John P. McKleroy,
Jr. 57 Mr. McKleroy is an attorney and member with Spain 1976
& Gillon, L.L.C., general counsel for the Company.
He has practiced law with this firm since 1968.
James I. Mr. Rotenstreich is Chairman and Chief Executive 1984
Rotenstreich, 64 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, 51 Mr. Samford is President and sole owner of Samford 1984
Capital Corporation, an investment holding company
which he formed in 1989.
D. Paul Jones, Jr., 58 Mr. Jones is Chairman of the Board and Chief 1991
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.
J. Wallace Nall, Mr. Nall is President of Nall Development 1991
Jr., 61 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, 66 Mr. Pate retired as President of the Company on 1992
on May 31, 2000. He served as President from
November 1, 1998 until retirement. He also
served as President of Golden Flake Snack Foods,
Inc., a wholly-owned subsidiary of the Company
from September 20, 1991, to November 1, 1998.
Joann F. Bashinsky, 69 Mrs. Bashinsky is Vice President of SYB, Inc., 1996
which position she has held since 1981. SYB, Inc.
is an investment holding company, which is the
principal owner of the Company. Mrs. Bashinsky
also serves as Vice President of Bashinsky
Foundation, Inc., a private charitable foundation.
Mrs. Bashinsky is the wife of Sloan Y.
Bashinsky, Sr., who retired as Chairman of the
Board of the Company on May 31, 1996.
Mark W. McCutcheon, 46 Mr. McCutcheon is Chief Executive Officer and 1999
President of the Company and President of Golden
Flake Snack Foods, Inc., a wholly-owned subsidiary
of the Company. He was elected President and Chief
Executive Officer of the Company on April 4, 2001
and President of Golden Flake on November
1, 1998. He has been employed by Golden Flake
since 1980.
Sloan Y. Bashinsky, Sr., the husband of Joann F. Bashinsky is a
"control person" by reason of his beneficial ownership of
voting securities.
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.
During the fiscal year ended May 31, 2001, the Compensation Committee was
made up of John S. Stein, John S.P. Samford, James I. Rotenstreich, and
J. Wallace Nall, Jr. The Compensation Committee met once during fiscal
year 2001. 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.
During the Fiscal year ended May 31, 2001, the Stock Option
Committee was made up of James I. Rotenstreich, John S. P.
Samford, and J. Wallace Nall, Jr. The Stock Option Committee
met once during fiscal year 2001. 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 and the 1996 Long Term Incentive Plan.
The Audit Committee is comprised of three independent members,
as defined by the National Association of Securities Dealers,
Inc. The Audit Committee is made up of James I. Rotenstreich,
John S. P. Samford and D. Paul Jones, Jr., The Audit Committee
met twice during fiscal year 2001. See OReport of the Audit
Committee of the Board of DirectorsO.
Meetings Of The Board Of Directors and Committees
During the fiscal year ended May 31, 2001, there were four
regular 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, except John S. P. Samford who attended
75% of the Board meetings.
Compensation of Directors
During the fiscal year ended May 31, 2001, 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 regular
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, certain Executive Officers and beneficial
owners of more than ten percent of the stock 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, Executive Officers or beneficial owners
of more than ten percent of the stock of the Company, the
Company believes that Section 16(a) filing requirements
applicable to its Directors, Executive Officers and beneficial
owners of more than ten percent of the stock of the Company
were complied with during the fiscal year 2001, except
that John S. Stein, Mark W. McCutcheon and John H. Shannon,
as members of the Administrative Committe of the Company's
Employee Stock Ownership Plan, due to inadvertence, failed
to timely report the receipt of 75,941 shares acquired by
the Plan, on August 10, 2000. Messrs. Stein, McCutcheon and
Shannon subsequently reported this transaction to the
Securities and Exchange Commission on Form 5 Reports
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 subsidiary during the
fiscal years 1999, 2000 and 2001 to the Company's
Chairman of the Board, Chief Executive Officer and to the
three most highly compensated executive officers, other
than the Chairman of the Board and Chief Executive Officer,
whose compensation exceed $100,000.
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term
Compensation Secur-
Awards ities
Other Annual Underlying
Name and Salary Bonus Compensation Options/SARs
Principal Position Year ($) ($) ($) (#) (1)
John S. Stein (a) 2001 $246,375 $16,810 -- --
Chairman, President 2000 $246,375 $18,728 -- --
Chief and Executive 1999 $264,166 -- -- 20,000
Officer Mark W. 2001 $137,500 $16,810 -- --
McCutcheon (b) 2000 $125,000 $18,728 -- --
President and
Chief Executive 1999 $106,666 -- -- 0,000
Officer and President
of Golden Flake
Snack Foods, Inc.
F. Wayne Pate (c) 2001 -- -- -- --
President and 2000 $179,763 18,728 --
President of 1999 $194,500 -- -- --
Golden Flake Snack
Foods, Inc
John H. Shannon 2001 $105,850 -- -- --
Vice President 2000 $105,850 -- -- --
Secretary & 1999 $116,500 -- -- --
Controller
(1) During the 2001 fiscal year, no incentive stock options were granted
under the 1996 Long Term Incentive Plan.
(2) Includes director's fees paid by the Company and its subsidiary
as follows: Mr. Stein ($16,000), Mr. McCutcheon ($14,000).
(3) Includes contributions to the Company's and subsidiary Profit
Sharing Plan and Employee Stock Ownership Plan as follows: Mr.
Shannon ($1,055) and Mr. McCutcheon ($1,981).
(4) Includes amounts accrued, but not paid, to provide for possible future
payments under a salary continuation plan covering Mr. Stein. The plan
provides for payments of up to $120,000 per year for fifteen years
following death, disability or retirement at age 65. During the 2001 Fiscal
Year, the amount accrued for Mr. Stein was $121,190. The plan is
funded in part with life insurance on the life of Mr. Stein.
(a) John S. Stein served as Chairman of the Board for fiscal years 1999,
2000 and 2001. He served as Chief Executive Officer for fiscal years
1999 and 2000 and during fiscal 2001 until April 4, 2001. He also served
as President during fiscal year 1999 until November 1, 1998 and during
fiscal year 2001 from June, 1 2000 until April 4, 2001.
(b) Mark W. McCutcheon was elected President of Golden Flake Snack Foods,
Inc. on November 1, 1998 and has served as President for fiscal years
2000 and 2001. He was elected President and Chief Executive Officer
of the Company on April 4, 2001.
(c) F. Wayne Pate served as President of the Company from November 1, 1998
until May 31, 2000. He also served as President of Golden Flake Snack
Foods, Inc. during fiscal year 1999 from June 1, 1998 until
November 1, 1998.
401(k) Profit Sharing Plan And Employee Stock Ownership Plan
The Company and its subsidiary each maintain a 401(k) 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, 2001 was $181,055,
with the following amounts being credited to the accounts of the following
persons named in the Cash Compensation Table: John S. Stein, $-0-; John H.
Shannon, $1,055; and Mark W. McCutcheon $1,981. (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 3 members.
The Board of Directors of the Company determines the members of the
committee. Present members of the administrative committee are:
John S. Stein, Chairman of the Board, Mark W. McCutcheon,
Chief Executive Officer and President of the Company and President
of Golden Flake Snack Foods, Inc.; and John H. Shannon, Vice President,
Secretary and Controller of the Company.
1988 Stock Option And Stock Appreciation Rights Plan
In 1988, the Company's shareholders approved the 1988 Stock Option and
Stock Appreciation Rights Plan (the "1988 Plan"). The purpose of the 1988
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 1988 Plan, non-qualified Stock Options to purchase up to 175,500
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 1988 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.
During the fiscal year ended May 31, 2001, no options or SARs were
granted under the 1988 Plan to any employee, including the
executive officers named in the Summary Compensation Table
above and no options or SARs were exercised. There are
currently no options or SARs outstanding under the 1988
Plan which are presently exercisable or may be exercisable
in the future.
1996 Long Term Incentive Plan
On September 27, 1996, the Company's shareholders approved the Golden
Enterprises, Inc. 1996 Long Term Incentive Plan (the "1996 Plan").
The purpose of the 1996 Plan is to further the growth in earnings and
market appreciation of the Company by providing long term incentives to
those officers and key employees of the Company or its subsidiaries
who make substantial contributions to the Company through their ability,
loyalty, industry and invention.
The 1996 Plan is administered by the Stock Option Committee of
the Board of Directors.
The 1996 Plan authorizes the Stock Option Committee to grant to officers
and key employees in the 1996 Plan (i) stock options (which may be
non-qualified options or incentive stock options for tax
purposes), (ii) stock appreciation rights ("SARs") (which may be issued
in tandem with stock options), (iii) restricted stock awards, (iv)
performance units (which may be in stock, cash or a combination
thereof), and (v) supplemental cash payments. Persons eligible to
participate in the 1996 Plan shall be those officers and key employees
of the Company and its subsidiaries who are in positions in which
their decisions, actions and counsel significantly impact the
performance of the Company or its subsid-iaries. Participants are chosen
from this group by the Stock Option Committee.
Shares Reserved for Issuance. The aggregate number of shares of the
Company's common stock which may be issued under the 1996 Plan may not
exceed 500,000. Shares subject to options granted under the 1996 Plan
which expire unexercised, or shares subject to awards which are otherwise
forfeited or canceled, will not count against this limit. The maximum
number of shares with respect to which awards may be granted to any
individual in any one year under the 1996 Plan is 100,000.
Stock Options. The Stock Option Committee is authorized to determine
the terms and conditions of all option grants, subject to certain specific
limitations as set forth in the 1996 Plan. In general, no option may be
granted with an exercise price of less than the fair market value of a
share of the Company's common stock on the date of grant (110% if the
grantee beneficially owns more than 10% of such stock), the term of an
option may not be longer than ten (10) years, and any option shall be
subject to certain restrictions on transferability. Payment of the option
price may be in cash, check or other instrument acceptable to the Stock Option
Committee, or, in the discretion of the Stock Option Committee, in the form
of unrestricted common stock of the Company owned by the optionee.
Stock Appreciation Rights. The Stock Option Committee is authorized to grant
SARs either independent of or in connection with stock options granted under
the 1996 Plan. The exercise of SARs will entitle the holder thereof to an
amount (the "appreciation") equal to the difference between the fair market
value of the common stock on the date the SAR was issued (or, in the case of
SARs issued in connection with options, the exercise price under the related
option agreement) and the fair market value of a share of common stock of the
Company on the date the SAR is exercised. The appreciation will be payable in
cash or common stock of the Company at the discretion of the Stock Option
Committee. The exercise of SARs granted in connection with options will
terminate those options.
The exercise of SARs which are paid in common stock will be treated as the
issuance of the shares of common stock to which the SARs relate for purposes
of calculating the maximum number of shares which have been issued under
the 1996 Plan.
Restricted Stock. The Stock Option Committee is authorized to award
restricted stock under the 1996 Plan subject to such terms and
conditions as the Stock Option Committee may determine. The Stock
Option Committee will have authority to determine the number of
shares of restricted stock to be awarded, the price, if any, to be
paid by the recipient of the restricted stock, and the date on which the
restricted stock will vest. The vesting of restricted stock may be
conditioned upon the completion of a specified period of service
with the Company, upon the attainment of specified performance goals,
or upon such other criteria as the Stock Option Committee may
determine. The Stock Option Committee has the discretion to make
loans to the recipients for the purchase price of the restricted
stock and to accelerate the vesting of the restricted stock
on a case by case basis at any time.
Performance Units. The Stock Option Committee may grant
performance units under which payment may be made to the
participant upon the attainment of specific performance goals.
Such performance goals will be established by the Stock Option
Committee and will relate to the performance of the Company (or
any segment thereof) over a specified performance period, as
judged under any business criteria deemed appropriate by the
Stock Option Committee, including, without limitation, growth in
earnings, the ratio of earnings to shareholder's equity or the
ratio of earnings to total capital.
The Stock Option Committee shall determine the extent to which the
performance targets have been attained, and what, if any, payment
is due the participant on the performance unit. Such payment may
be made, at the Stock Option Committee's discretion, in cash or
common stock of the Company (based on the then current
fair market value of such stock).
Supplemental Cash Payments. A stock option, SAR, restricted stock or
performance unit award may provide for the Company to make a
supplemental cash payment to a participant. Payments may be made
for the purpose of, but not limited to, assisting the employee
in paying income taxes resulting from an award under the 1996 Plan.
In no event shall the amount of cash payment exceed the value of the
award to which it relates.
During the fiscal year ended May 31, 2001, no incentive stock
options were granted under the 1996 Plan and no options were
exercised. More detailed information concerning outstanding
options is set forth in the following table.
Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values
(a) (b) (c) (d)
Number of Secur-
ities Underlying
Unexercised
Options/SAR's at
FY-End (#)
Shares Aquired Value Exercisable/
Name on Excersize (#) Realized Unexcersisable
John S. Stein 0 0 20,000/0
Chairman
Mark W. McCutcheon 0 0 20,000/
CEO
Compensation Committee Report On Executive Compensation for the Fiscal
Year Ended May 31, 2001.
The Compensation Committee of the Board of Directors (the "Compensation
Committee") was comprised during fiscal 2001 of John S. Stein,
John S. P. Samford, James I. Rotenstreich, and J. Wallace Nall, Jr.,
none of whom, with the exception of Mr. Stein, are 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 during fiscal 2001 was made up of
James I. Rotenstreich, John S. P. Samford and J. Wallace Nall, Jr.
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 and the 1996 Long Term Incentive 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
(OChairmanO).
Annual incentive bonus formulas are established for the Chairman,
Chief Executive officer (CEO), President and the top executive officer
of Golden Flake. The Chairman, CEO, President and the top executive
officer of Golden Flake are paid a percentage of the company's pre-tax
operating earnings that exceed a targeted return on equity.
The base salaries and incentive bonus formulas for fiscal 2001 reported
in this Proxy Statement were recommended by the Compensation Committee
in April, 2000 to the Board. The Compensation Committee received and
reviewed recommendations from the Chairman, 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 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 Chairman, 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 and under the
1996 Long Term Incentive 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.
The Compensation Committee believes that the incentive bonus
formulas and stock options/stock appreciation rights assure
that a significant portion of the Chairman's and CEO's
compensation relate to the Company's performance.
The base salary and incentive bonus formula for John S. Stein,
the Company's Chairman and CEO, during fiscal year 2001 were
determined based upon his responsibilities and contributions to
the Company and the performance of the Company. During fiscal 2001,
Mr. Stein received a decrease in base salary of 35% from $270,000
to $175,500. However, the decrease was accompanied by a stipulation
that if the Company achieved operating earnings of $.215 per share or more for
fiscal year 2001, Mr. Stein would be paid 75% of the base salary reduction.
For the fiscal year ended 2001, the Company did achieve operating
earnings of more than $.215 per share; consequently, Mr. Stein
was reimbursed 75% of the reduction and received a total base salary
of $246,375. Mr. Stein's incentive bonus formula which was based upon
a pre-determined percentage of the Company's pre-tax operating
earnings that exceeded a target of return on equity, produced a
bonus of $16,810 for fiscal 2001. Mr. Stein received no stock options
during fiscal 2001.
In April of 2001, the Compensation Committee held its regular
meeting to consider and recommend compensation for the fiscal
year beginning June 1, 2001. At that meeting, the Compensation
Committee, upon recommendation of John S. Stein, Chairman, and employing
the factors and criteria set out above, recommended a base salary
for John S. Stein as Chairman of $250,000, Mark W. McCutcheon as
President and CEO of $175,000 and John H. Shannon as Vice President,
Secretary and Controller of $105,850. The recommendations of the
Compensation Committee were approved by the Board of Directors.
Compensation Committee: J. Wallace Nall, Jr., John S. P. Samford,
James I. Rotenstreich, John S. Stein.
Report of Stock Option Committee
On April 4, 2001, the Board of Directors, as recommended by the
Stock Option Committee, approved a proposal to offer employees of
the Company and its subsidiary the opportunity to cancel incentive
stock options which were granted on April 8, 1997. All of the options
granted on April 8, 1997 were OunderwaterO. It is anticipated by the
Board of Directors and Stock Option Committee that replacement
options will be granted to the employees no earlier than six months
after the cancellation of the original options. Participation in
the cancellation was in the sole discretion of the employee. The
Board approved this program with the purpose of retaining valuable
employees and reinstating value to a portion of the Company's
Stock Options held by active employees. Three named executive
officers had options that qualified for cancellation. Their names
and number of options cancelled are listed in the following table
"Ten Year Option Repricing". These named executive officers cancelled
options to purchase in the aggregate 70,000 shares. It is anticipated
by the Board and the Stock Option Committee that replacement options
will be issued to these executive officers no earlier than
October 4, 2001. The exercise price of the replacement options
will be the fair market value on the date of grant.
Stock Option Committee: J. Wallace Nall, Jr., Chairman,
James I. Rotenstreich and John S. P. Samford.
TEN-YEAR OPTION REPRICINGS
(a) (b) (c) (d) (e) (f)
Market Price Exercise
Securities of Stock at Price at
Underlying Time of Time of New
Options Repricing Repricing Exercise
Name Date Repriced ($) ($) Price ($)
John S.Stein (1) (2) 40,000 $4.125 (3) $7.375 (4)
Chairman
Mark W. (1) (2) 20,000 $4.125 (3) $7.375 (4)
McCutheon
President and
CEO
John H. (1) (2) 10,000 $4.125 (3) $7.375 (4)
Shannon
Vice President,
Secretary and
Controller
(1) The options were cancelled by an agreement as of April 4, 2001.
It is anticipated that replacement options will be granted
as of October 5, 2001, but in any event not less than six months
after the cancellation of the cancelled options.
(2) The original options were granted on April 8, 1997 and were
due to expire on April 8, 2007. (3) This represents the average
of the high and low prices as reported by the NASDAQ National
Market System on April 4, 2001. (4) The exercise price of the
replacement options shall be their market value (the average of
the high and low prices) on the date of grant. It is anticipated
that the replacement options will be granted as of October 5, 2001.
Shareholder Return Performance Graph
The following graph illustrates, for the period commencing May 31, 1996,
and ending May 31, 2001, 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 four 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.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN AMONG THE COMPANY, NASDAQ
STOCK MARKET INDEX AND PEER GROUP.
05/1995 05/1996 05/1997 05/1998 05/1999 05/2000
100.0 151.3 123.4 107.5 77.0 62.2
100.0 145.3 163.8 208.7 293.3 402.6
100.0 97.9 118.4 144.4 116.7 83.3
J & J Snack Foods Corp.
Fiscal Year Ended May 31
This graph assumes that $100 was invested in the Company's common
stock on May 31, 1996, in the NASDAQ Stock Market (U.S. Companies)
Index and in the Peer Group, which consisted of Lance, Inc., J & J
Snack Foods Corp., Tasty Baking Co. and Ralcorp Holdings, Inc.
and that dividends were reinvested.
CERTAIN TRANSACTIONS
During the fiscal year ended May 31, 2001, the law firm of Spain &
Gillon, L.L.C., of which John P. McKelroy, Jr. is a member,
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.
During the fiscal year ended May 31, 2001, Golden Flake Snack
Foods, Inc. ("Golden Flake"), a wholly-owned subsidiary of the
Company, leased 6 tractors from SYB, Inc., a corporation
primarily owned and controlled by Sloan Y. Bashinsky, Sr.
This lease was executed in a prior year.
Golden Flake uses the tractors in its ordinary course of
business of distributing snack food products. During the
fiscal year ended May 31, 2001, Golden Flake paid an
average monthly lease payment of $1,668 per tractor.
Upon expiration of the lease, Golden Flake has the
option to purchase the tractors at their salvage
value at an average of $10,000 each.
During fiscal year 2001, Golden Flake also leased 20 delivery van
trucks from SYB, Inc. Golden Flake uses the delivery van trucks in
its ordinary course of business of distributing snack food products.
Golden Flake will pay monthly lease payments on the vans of $777 per van
(after making one payment of $398 per van). This lease will expire on
May 31, 2004, at which time Golden Flake may purchase the delivery
van trucks at their salvage value of $8,000 per truck.
Golden Flake owns a Cessna Citation II Airplane for business use.
Sloan Y. Bashinsky, Sr. has leased the plane for personal use of up
to 100 flight hours per year. The lease requires monthly payments of
$20,000. During fiscal year 2001, Mr. Bashinsky paid lease payments to
Golden Flake of $240,000, and also paid all flight crew expenses for
flights used by him. The lease is structured so that the costs of
ownership, maintenance and operation of the plane to Golden Flake
are offset by the lease payments and payment of the flight crew
expenses on flights used by Mr. Bashinsky. The lease is for a
term of one year and automatically renews annually on each
February 1, unless Golden Flake or Mr. Bashinsky elects
to terminate the same. The current lease term will expire on
January 31, 2002. Mr. Bashinsky's personal use of the plane
is coordinated with Golden Flake so as not to interfere with
Golden Flake's business use.
The Company believes that these transactions were on terms equal to or
better than those available from unaffiliated third parties.
REPORT OF THE AUCIT COMMITTEE OF THE BOARD OF DIRECTORS
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.
The Board of Directors has adopted a written charter for the Audit Committee,
which is reviewed and reassessed for adequacy on an annual basis. A copy of
the Audit Committee's written charter is included as Appendix A.
The Audit Committee has reviewed and discussed the audited financial
statments for the year ended May 31, 2001 with management. The Audit
Committee has also discussed with the independent auditors the matters
required to be discussed by Statement on Auditing Standards No. 61 ("SAS 61").
The Audit Committee has received the written disclosures and the letter from
the independent auditors required by Independence Standards Board Standard
No. 1 and has discussed with the independent auditors their independence.
The Audit Committee has also discussed with the management of the
Company and Dudley, Hopton-Jones, Sims and Freeman, PLLP, such other
matters and received such assurances from them as deemed appropriate
by the Audit Committee.
Based on the review and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited
financial statments referred to above be included in the Company's
Annual Report on form 10-K for filing with the Securities and
Exchange Commission.
The Audit Committee has considered whether the provision of the
non-audit services performed by Dudley, Hopton-Jones, Sims and Freeman
PLLP, as described on Page 18 hereof is compatible with maintaining
Dudley, Hopton-Jones, Sims and Freeman PLLP's independence.
Members of the Audit Committee: James I. Rotenstreich,
John S. P. Samford and D. Paul Jones, Jr.
INDEPENDENT ACCOUNTANTS
Dudley, Hopton-Jones, Sims & Freeman, PLLP, Certified Public
Accountants ("Dudley, Hopton-Jones") were selected by the Board
of Directors, upon recommendation of its Audit Committee, as the
independent accountants to audit the Company's financial statements
for the fiscal year ended May 31, 2001. Dudley, Hopton-Jones has
served as independent auditors to the Company since 1977.
Representatives of Dudley, Hopton-Jones 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, 2001, 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.
During fiscal year 2001, Dudley, Hopton-Jones billed the company
for services provided in the following categories and amounts:
Audit Fees. Dudley, Hopton-Jones billed the Company $63,500
for professional services rendered for the audit of the Company's annual
financial statments for fiscal year 2001 and the reviews of
the financial statements included in the Company's Quarterly
Reports on Form 10-Q filed for the first three quarters of fiscal 2001.
Financial Information Systems Design and Implementation Fees. Dudley,
Hopton-Jones did not provide any professional services during fiscal
2001 to the Company for the design and implementation
of financial information systems.
All Other Fees. Dudley, Hopton-Jones billed the Company $19,940 for all
services rendered during fiscal 2001 other than audits and reviews of the
Company's financial statements and financial information systems design
and implementation.
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, 2001, are contained
in the 2001 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 2002 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, 2002.
Any other stockholder proposals for the Company's 2002 Annual Meeting
of Stockholders must be received no later than July 27, 2002.
The proposals must comply with all applicable statues and regulations.
Any such proposals should be submitted to Golden Enterprises,
Inc., Attention: John H. Shannon, Vice President & Secretary,
2140 11th Avenue South, Suite 208, 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 matter 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
John S. Stein
Chairman
APPENDIX A
Amended and Restated
Charter of the Audit Committee of the Board of Directors
of Golden Enterprises, inc.
I. Audit Committee Purpose
The Audit Committee is appointed by the Board of Directors to assist the
Board in fulfilling its oversight responsibilities in the following areas:
* Monitoring the integrity of the Company's financial reporting process
and systems of internal controls regarding finance, accounting and
legal compliance.
* Monitoring the independence and performance of the Company's
independent auditors.
* Providing an avenue of communication among the independent
auditors,management and the Board of Directors.
The Audit Committee has the authority to conduct any investigation appropriate
to fulfilling its responsibilities, and it has direct access to the independent
auditors as well as anyone in the Company. The Audit Committee has the ability
to retain, at the Company's expense, special legal, accounting or other
consultants or experts it deems necessary in the performance of its duties.
II. Audit Committee Composition and Meetings.
Audit Committee members shall meet the requirements of the NASD
listing standards. The Audit Committee shall be comprised
of three or more directors as determined by the Board,
each of whom shall be independent nonexecutive directors,
free from any relationship that would interfere with the
exercise of his or her independent judgment. All members
of the Committee shall have a basic understanding of finance
and accounting and be able to read and understand fundamental
financial statements, and at least one member of the Committee
shall have accounting or related financial management
expertise.
Audit Committee members shall be appointed by the Board. If an Audit
Committee Chair is not designated by the Board, the members of
the Committee may designate a Chair by majority vote of
the Committee membership.
The Committee shall meet at least two times annually, or more
frequently as circumstances dictate. The Audit Committee Chair
shall prepare and/or approve an agenda in advance of each meeting.
The Committee, at each meeting, shall meet with management and the
independent auditors to discuss any matters that the Committee or
each of these groups believe should be discussed. In addition,
the Committee should communicate with management and the independent
auditors, as the circumstances dictate, to review the Company's
financial statements and significant findings based upon the
auditors' quarterly review procedures.
III. Audit Committee Responsibilities and Duties.
Review Procedures
1. Review the adequacy of this Charter at least annually. Submit
its recommendations regarding changes to the Charter to
the Board of Directors for approval and have the document
published at least every three years in accordance with
SEC regulations.
2. Discuss the Company's annual audited financial statements with
management prior to filing or distribution, including signficant issues
regarding accounting and auditing principles, practices and judgments.
3. In consultation with the management and the independent auditors,
consider the integrity of the Company's financial reporting processes and
controls. Discuss signficant financial risk exposures and the steps
management has taken to monitor, control and report such exposures.
Review significant findings prepared by the independent auditors, together
with management's responses.
Independent Auditors
4. The independent auditors are ultimately accountable to the Audit
Committee and the Board of Directors. The Audit Committee shall review
the independence and performance of the auditors and annually
recommend to the Board of Directors the appointment of the independent
auditors or approve any discharge of auditors when circumstances warrant.
5. Recommend to the Board of Directors the fees and other significant
compensation to be paid to the independent auditors.
6. On an annual basis, the Audit Committee should review and discuss with
the independent auditors all significant relationships they have with the
Company that could impair the auditors' independence.
7. Review the independent auditors' audit plan - discuss scope, staffing,
locations, reliance upon management and general audit approach.
8. Prior to releasing the year-end earnings, discuss the results of the audit
with the independent auditors. Discuss those matters required to be
communicated to audit committees in accordance with AICPA SAS 61.
9. Consider the independent auditors' judgments about the quality and
appropriateness of the Company's accounting principles as applied in its
financial reporting.
Legal Compliance
10. On at least an annual basis, review with the Company's counsel any legal
matters that could have a material impact on the Company's financial
statements and with management any reports or inquiries received from
regulators or governmental agencies.
Other Audit Committee Responsibilities
11. Cause to be prepared the report to shareholders that is required by the
Securities and Exchange Commission. The report should be included in the
Company's annual proxy statement.
12. Perform any other activities consistent with this Charter, the Company's
by-laws and governing law, as the Committee or the Board deems
necessary or appropriate.
13. Maintain minutes of meetings and periodically report to the Board of
Directors on significant results of the foregoing activities.
PROXY This Proxy is Solicited on Behalf of the Board
of Directors.
GOLDEN ENTERPRISES, INC. The undersigned hereby appoints John S. Stein and
Suite 208, 2140 11TH John H. Shannon as Proxies, each with the power to
Avenue South appoint his substitute, and hereby authorizes
Birmingham, AL 35205 them to represent andto vote as designated below,
Annual Meeting of all the shares ofcommon stock of Golden Enterprises,
Stockholders Inc. heldof record by the undersigned on
September 24, 2001 August 3, 2001 at the annual meeting of stockholders
to be held onSeptember 24, 2001, or any
adjournment thereof.
1. ELECTION OF DIRECTORS For all nominees [ ] Withhold Authority [ ]
listed below to vote for all nominees
(except as designated listed blow
to the contrary below)
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,
Joann F. Bashinsky, Mark W. McCutcheon
(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 before July 27, 2000.
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.)
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 be ore the meeting, the persons named in the
proxy or their substitutes will vote in accordance with their best judgement
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, 2001, and
the 2001 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________________________________, 2000 ___________________________
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD Signature
PROMPTLY USING THE ENCLOSED ENVELOPE.
___________________________
Signature if held jointly