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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 17, 1997
REGISTRATION NO. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MARTIN INDUSTRIES, INC.
(Exact name of Registrant as Specified in its Charter)
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DELAWARE 63-0133054 301 EAST TENNESSEE STREET
(State or Other Jurisdiction of (I.R.S. Employer FLORENCE, ALABAMA 35630
Incorporation or Organization) Identification No.) (205) 767-0330
(Address, Including Zip Code, and
Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
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JAMES D. WILSON
MARTIN INDUSTRIES, INC.
301 EAST TENNESSEE STREET
FLORENCE, ALABAMA 35630
(205) 767-0330
(Name, Address, Including Zip Code,
and Telephone Number, Including
Area Code, of Agent for Service)
with a copy to:
JOHN B. GRENIER, ESQ.
BRADLEY ARANT ROSE & WHITE LLP
2001 PARK PLACE, SUITE 1400
BIRMINGHAM, ALABAMA 35203
(205)521-8000
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Approximate date of commencement of proposed sale of the securities to
the public: FROM TIME TO TIME AFTER THIS REGISTRATION STATEMENT BECOMES
EFFECTIVE.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |X|
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities only in connection with dividend
or interest reinvestment plans, check the following box. []
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. []
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. []
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. []
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of each class Amount maximum maximum Amount of
of securities to be registered offering price aggregate registration
to be registered per share* offering price* fee
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Common Stock 200,000 shares $6.3125 $1,262,500.00 $382.58
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* Estimated pursuant to Rule 457(c) solely for the purpose of
calculating the registration fee and based upon the average of the
high and low prices of the common stock of Martin Industries, Inc.
reported on July 16, 1997 on The Nasdaq Stock Market's National
Market.
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PROSPECTUS
MARTIN INDUSTRIES, INC.
DIVIDEND REINVESTMENT AND DIRECT STOCK PURCHASE PLAN
200,000 SHARES OF COMMON STOCK
This Prospectus relates to 200,000 shares of common stock, par value $0.01
per share (the "Common Stock"), of Martin Industries, Inc., a Delaware
corporation (the "Company"), to be issued pursuant to the Company's Dividend
Reinvestment and Direct Stock Purchase Plan (the "Plan"). The Plan provides
holders of Common Stock with an opportunity to invest cash dividends on shares
of Common Stock and optional cash payments for additional shares of Common Stock
without payment of any brokerage commission or service charge. Shares of Common
Stock for the Plan will be purchased directly from the Company. No open market
purchases of shares of Common Stock are permitted for the Plan. The Plan is to
be administered initially by AmSouth Bank (the "Plan Agent").
Participants in the Plan may purchase additional shares of Common Stock by
(i) having the cash dividends on all, or part, of their shares of Common Stock
automatically reinvested, (ii) by receiving directly, as usual, their cash
dividends, if, as and when declared, on shares of Common Stock registered in
their names and investing in the Plan by making cash payments of not less than
$25 per payment or more than $6,000 per calendar quarter ("optional cash
payments"), or (iii) by investing both their cash dividends and such optional
cash payments.
Stockholders may begin participating in the Plan by completing an
Authorization Form (as defined in the Plan) and returning it to the Plan Agent.
Participants may terminate their participation at any time. Stockholders who do
not wish to participate in the Plan need not take any action and will continue
to receive their cash dividends, if, as and when declared, as usual. It is
suggested that this Prospectus be retained for future reference.
The Plan does not represent a change in the Company's dividend policy or a
guarantee of future dividends. Dividends will continue to depend on earnings,
financial requirements and other factors. The Company reserves the right to
terminate the Plan at any time.
The price per share for the shares of Common Stock purchased from the
Company with reinvested cash dividends and optional cash payments will be 95% of
the Market Price. The "Market Price" for purposes of the Plan will mean the
average of the high and low sales prices of the Common Stock as reported on The
Nasdaq Stock Market's National Market System ("NASDAQ-NMS") on the date on which
a cash dividend is paid by the Company on the Common Stock (and if no
transaction in shares of Common Stock is reported on NASDAQ-NMS on such date, as
of the last previous day on which the Common Stock was traded on the
NASDAQ-NMS).
SEE "RISK FACTORS" AT PAGE 3 OF THIS PROSPECTUS FOR CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PURCHASERS
OF THE COMMON STOCK OFFERED HEREBY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus is July 17, 1997.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information filed by the Company may be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices
at the following addresses: Midwest Regional Office, Citicorp Center, Suite
1400, 500 West Madison Street, Chicago, Illinois 60661-2511; and Northeast
Regional Office, 7 World Trade Center, Suite 1300, New York, New York 10048.
Copies of such material can be obtained from the Public Reference Section of the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. The Commission also maintains a website that contains reports,
proxy and information statements and other information regarding registrants,
such as the Company, that file electronically with the Commission. The address
of the website is http://www.sec.gov.
The Company has filed with the Commission a registration statement on Form
S-3 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the Common Stock offered hereby. This
Prospectus constitutes a part of the Registration Statement and does not contain
all of the information and undertakings set forth in the Registration Statement
and the exhibits thereto. Statements contained in this Prospectus as to the
contents of any document are not necessarily complete, and, in each instance,
reference is made to the copy of such document filed as an exhibit to the
Registration Statement or incorporated therein by reference. Each such statement
is qualified in its entirety by such reference. For further information,
reference is hereby made to the Registration Statement and the exhibits thereto.
The Registration Statement and exhibits thereto may be inspected without charge
at the Commission's office at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and copies thereof may be obtained from the Public Reference Section
of the Commission at such address at prescribed rates. The Registration
Statement and exhibits thereto may also be inspected on the Commission's website
at http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
(Commission File No. 0-26228) are incorporated herein by reference:
(i) The Company's Annual Report on Form 10-K for the year ended December
31, 1996;
(ii) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 29, 1997; and
(iii) The description of the Company's Common Stock, appearing in the
Company's Registration Statement on Form S-1 (Registration No. 33-90432)
declared effective by the Commission on July 12, 1995, under the caption
"DESCRIPTION OF CAPITAL STOCK."
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Common Stock offered hereby shall be deemed
to be incorporated by reference and to be a part of this Prospectus from the
date of the filing of such documents. Any statement contained in a document
incorporated by reference herein or contained herein shall be deemed to be
modified or superseded to the extent that a statement herein or in a document
subsequently incorporated by reference herein shall modify or supersede such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
The Company undertakes to provide, without charge to each person to whom
this Prospectus is delivered, and upon written or oral request of such person, a
copy of any and all of the information that has been incorporated by reference
in this Prospectus (not including exhibits to the information that is
incorporated by reference unless such exhibits are specifically incorporated by
reference into the information that this Prospectus incorporates). Such a
request is to be directed to Mr. James W. Truitt, Senior Vice President and
Secretary, Martin Industries, Inc., 301 East Tennessee Street, Florence, Alabama
35630 (telephone number (205) 767-0330).
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RISK FACTORS
In addition to the other information contained in this Prospectus,
prospective investors should carefully consider the following factors before
purchasing any of the shares of Common Stock offered hereby.
SENSITIVITY TO ECONOMIC AND INDUSTRY CONDITIONS. Each of the industries in
which the Company operates is cyclical in nature, with sales being affected by
general economic cycles, consumer confidence levels, inflation, employment and
income levels and the availability of credit generally. The Company's fireplace
business is also influenced by factors affecting the housing industry, such as
housing demand, the availability of financing and the level and stability of
interest rates. Accordingly, a downturn in the general economy or a material
change in any one or more of the foregoing factors could have a material adverse
effect on the Company's financial condition or results of operations.
GROWTH THROUGH ACQUISITIONS AND NEW PRODUCT DEVELOPMENT. A significant
component of the Company's historical growth has come from acquisitions and the
Company's business strategy includes pursuing additional acquisitions. Although
the Company continually evaluates acquisition opportunities and conducts
preliminary discussions, the Company has no present agreements, arrangements,
or commitments with respect to any acquisition. The last acquisition made by
the Company was in February 1996, and there can be no assurance that suitable
acquisition candidates will be identified by the Company or that any other
acquisitions will occur. There also can be no assurance that the most recent
acquisition made by the Company or future acquisitions, if they do occur, will
not have a material adverse effect upon the Company's financial condition or
results of operations, particularly in fiscal quarters immediately following
the consummation of such transactions while the operations of the acquired
business are being integrated into the Company's operations. Additionally, the
process of integrating acquired businesses into the Company's operations may
require a disproportionate amount of resources and management's attention. To
the extent the Company's expansion is dependent upon its ability to obtain
additional financing for acquisitions, there can be no assurance that the
Company will be able to obtain financing on acceptable terms. In addition, the
Company may issue its securities, including shares of Common Stock, in
connection with these acquisitions, which may dilute the equity ownership and
voting power of existing stockholders.
The Company's business strategy involves commitment to the development of
new products and enhancements to the Company's existing products. In the last
five years, this commitment has resulted in the development of new products
which, including accessories, accounted for approximately 26.0% of the Company's
gross sales of continuing operations in 1996. Although the Company is committed
to research and development, there can be no assurance that these efforts will
result in the continued development and production of successful new products,
that the costs of unsuccessful development efforts will not have a material
adverse effect on the financial condition or results of operations of the
Company or that competitors will not develop new products that adversely affect
sales of the Company's products.
PRODUCT LIABILITY. The Company is involved from time to time in various
pending and threatened legal actions, including product liability and other
personal injury lawsuits relating to its products, that arise in the ordinary
course of its business. The Company maintains reserves and insurance coverage at
levels based upon the Company's historical product liability and personal injury
experience. There can be no assurance, however, that such reserves or insurance
available to the Company will be adequate either in amount or type of coverage,
or that in the future the Company will be able to maintain adequate reserves or
coverage. Consequently, there can be no assurance that the costs and expenses or
other liabilities arising out of product liability and personal injury actions
or other legal proceedings involving the Company will not have a material
adverse effect on its financial condition or results of operations.
SEASONALITY OF HEATING BUSINESS. Sales of home heating products accounted
for approximately 85.2%, 81.2% and 84.7% of the Company's net sales from
continuing operations in 1994, 1995 and 1996, respectively. Sales of most of the
Company's home heating products and, in particular, gas and solid fuel heaters
(other than fireplaces), historically have been seasonal in nature, with sales
being directly affected by weather conditions. In an effort to better control
its production schedule and inventory of finished products in light of this
seasonality, the Company utilizes early booking programs, which allow the
Company to project sales early in the year and plan production accordingly. In
general, the Company takes early booking orders for its heating products in the
first and second
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quarters and fills the majority of these orders in the second and third
quarters, with fill-in orders being shipped primarily in the fourth quarter and
to a lesser degree in the ensuing first quarter. Unseasonably warm weather
results in higher customer inventories that in turn result in fewer fourth
quarter customer fill-in orders and lower response to the Company's early
booking programs for the following year. Accordingly, there can be no assurance
that weather conditions will not have a material adverse effect on the
financial condition or results of operations of the Company.
FLUCTUATIONS IN EARNINGS AS A RESULT OF ESOP ACCOUNTING. At June 1, 1997,
the ESOP owned 3,375,157 shares of Common Stock, 1,314,311 of which had been
allocated to participating employee accounts. In accordance with SOP No. 93-6,
the Company is required to recognize compensation expense each fiscal quarter in
an amount equal to the number of shares of Common Stock committed to be released
as compensation to the ESOP participants' accounts during that quarter
multiplied by the average fair market value of such shares during the period.
Accordingly, if the fair market value of the Common Stock increases, so will the
Company's non-cash compensation expense related to the ESOP, which in turn will
have a negative impact on the Company's earnings. Because the Company cannot
predict the price at which its shares will trade in the future, it cannot
predict the amount of non-cash compensation expense it will incur based upon the
release of the ESOP's shares to the participants' accounts or the resulting
effect on earnings or earnings per share.
CONTROL BY PRINCIPAL STOCKHOLDERS. As noted above, as of June 1, 1997 the
ESOP owned an aggregate of 3,375,157 shares of Common Stock of the Company,
representing 39.0% of the outstanding shares of Common Stock, and directors and
executive officers of the Company beneficially owned an additional 1,064,718
shares, or 12.3% of the outstanding shares of Common Stock. The directors of the
Company also serve as the ESOP's Administrative Committee and thereby direct the
actions of the trustees of the ESOP, who are all executive officers of the
Company, including with respect to the voting of any shares held by the ESOP
which have not been allocated to participating employee accounts (approximately
2,060,846 shares, or 23.8% of the outstanding Common Stock as of June 1, 1997),
or which have been allocated but with respect to which no voting instructions
have been received. In the event of a tender offer or offer to sell the shares
held by the ESOP, the Administrative Committee would also be responsible for
directing the response of the trustees with respect to allocated ESOP shares. As
a result, the ESOP and the directors and executive officers of the Company are
in a position to control the Company through their ability to determine the
outcome of elections of the Company's directors, effect or prevent a merger or
sale of assets, adopt, amend or repeal the Company's Restated Certificate of
Incorporation (the "Certificate") and By-laws and take certain other actions
requiring the vote or consent of the stockholders of the Company.
EFFECT OF GOVERNMENTAL REGULATION. A substantial number of the products
manufactured by the Company must comply with federal, state and local laws,
regulations and standards. In Canada, products manufactured by the Company must
comply with federal, provincial, territorial and local laws, regulations and
standards. These laws, regulations and standards relate, among other things, to
product safety, construction, instruction, efficiency, packaging, installation,
operation and emissions. Although the Company believes that the products it
currently manufactures are in compliance in all material respects with
applicable standards, no assurance can be given as to the impact of future
governmental regulations and product standards on the Company's operations, or
the future capital expenditure requirements or the costs of compliance
associated therewith, nor can any assurance be given that future governmental
regulations or product standards will not have a material adverse effect on the
Company.
EFFECT OF ENVIRONMENTAL REGULATION. Manufacturing concerns such as the
Company must comply with numerous federal, state and local laws and regulations
relating to human health and safety and the environment. In Canada, the Company
must comply with federal, provincial, territorial and local laws and regulations
relating to such matters. These laws and regulations address and regulate, among
other matters, the generation, handling, storage, treatment, disposal and
transportation of solid and hazardous waste and releases of hazardous substances
into the environment. In addition, third parties and governmental agencies in
some cases have the power under such laws and regulations to require remediation
of environmental conditions and, in the case of governmental agencies, to impose
fines and penalties. Several of the facilities the Company currently owns or
operates or has owned or operated in the past are located in industrial areas
and have historically been used for extensive periods, in some cases dating back
to the turn of the century, for industrial operations such as dyeing, foundry,
petroleum, painting, plating, textile and manufacturing. These operations used
materials and generated wastes at these facilities that would be considered
regulated substances under current environmental laws and regulations. Prior to
the enactment
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of modern environmental regulations, industrial operations took fewer
precautions relative to the generation, handling, storage, treatment, disposal
and release of substances now known or believed to threaten human health and
safety or the environment. The Company has implemented record keeping and
management practices and procedures for the purpose of complying with
environmental laws and regulations, and the Company believes that it is
currently in compliance in all material respects with these laws and
regulations. Nevertheless, given the foregoing circumstances, there can be no
assurance that past operations at or near the facilities presently or
previously owned or operated by the Company, or that the Company's present or
future operations, will not give rise to actions by governmental agencies or
private parties which could cause the Company to incur response costs,
remediation expenses, fines, penalties or other similar damages, expenses or
liabilities, or to incur operational shutdowns, business interruptions or other
similar losses, that either individually or in the aggregate would have such a
material adverse effect.
DEPENDENCE UPON KEY PERSONNEL. The Company's future success depends in
large part upon the continued services of its executive officers, and there can
be no assurance that the Company will be able to retain all of such officers.
The Company has not entered into employment contracts with any of its executive
officers. If, for any reason, these key personnel do not remain active in the
Company's management, the Company's operations could be adversely affected.
COMPETITION. Each of the industries in which the Company manufactures and
sells products is highly competitive. Although competitive factors vary by
product line, competition in all product lines is based primarily on product
quality, product innovation, customer service and support and price. Certain of
the Company's competitors have greater financial resources than the Company, may
have lower production costs than the Company, or both. As a result, there can be
no assurance that the Company will be able to maintain or improve its
competitive position in its markets.
ANTI-TAKEOVER PROVISIONS. The Company's Certificate and By-laws, as well as
the General Corporation Law of the State of Delaware (the "DGCL"), contain
provisions that may have the effect of discouraging other persons from
attempting to acquire control of the Company. These include provisions
authorizing the issuance of preferred stock without stockholder approval,
establishing a board of directors that has staggered terms for its members and
requiring supermajority voting provisions respecting certain amendments. In
addition, Section 203 of the DGCL limits the ability of the Company to engage in
certain business combinations with interested stockholders (as defined in the
DGCL).
THE COMPANY
GENERAL DESCRIPTION
The Company is a manufacturer of gas and solid fuel space heaters and is a
producer of gas logs and pre- engineered fireplaces. The Company's gas heating
products are marketed under the Martin Gas Products, Atlanta Stove, Warm Morning
and Hunter brand names, representing over 150 combined years in the gas heating
appliance marketplace. The Company's Ashley brand of wood- and coal-burning
stoves is one of the oldest names in the solid fuel heating industry. Through
acquisitions, the Company has also become a producer of do-it-yourself utility
trailer kits and premium gas barbecue grills. Prior to 1997, the Company
manufactured metal office furniture through its Filex line acquired in 1989. In
February of 1997, the Company elected to discontinue its metal office furniture
operations. The Company manufactures its products at four facilities, of which
two are located in North Alabama, one is located in Southwest Illinois and one
is located in Southern Ontario, Canada, and markets its products throughout the
United States and parts of Canada through a variety of distribution channels.
In July 1995 the Company completed its initial public offering of 2,300,000
shares of Common Stock. On February 1, 1996, the Company completed its
acquisition of Hunter Energy and Technologies Inc., a Canadian manufacturer of
gas space heaters and pre-engineered fireplaces, and 1061099 Ontario Inc.
through the direct and
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indirect purchase of all of the outstanding shares of these companies. Effective
January 1, 1997, these two corporations were amalgamated to form Hunter
Technology Inc.
The Company is incorporated under the laws of the State of Delaware. Its
principal executive offices are located at 301 East Tennessee Street, Florence,
Alabama 35630, and its telephone number is (205) 767-0330. Unless the context
indicates otherwise, all references herein to the "Company" include Martin
Industries, Inc. and its subsidiaries.
For a more detailed description of the Company, including audited and
unaudited financial information, reference is made to the Company's Annual
Report on Form 10-K for the year ended December 31, 1996 and the Company's
Quarterly Report on Form 10-Q for the quarter ended March 29, 1997, which are
incorporated herein by reference.
DESCRIPTION OF THE PLAN
The following, in question and answer form, is a summary description of the
provisions of the Dividend Reinvestment and Direct Stock Purchase Plan of the
Company. This description should be read in conjunction with, and is qualified
in its entirety by reference to, the Plan, a copy of which is included as
Appendix A to this Prospectus. Capitalized terms not otherwise defined herein
shall have the meanings given them in the Plan.
PURPOSE
1. What is the purpose of the Plan? The purpose of the Plan is to provide
holders of shares of Common Stock with an opportunity to reinvest cash dividends
in additional shares of Common Stock and make optional cash payments for
additional shares of Common Stock, without payment of any brokerage commission
or service charge. Shares of Common Stock for the Plan will be purchased
directly from the Company. No shares of Common Stock will be purchased for the
Plan in the open market. The Plan does not reflect a change in the Company's
dividend policy or a guarantee of future dividends, which will continue to be
within the discretion of the Board of Directors and will depend upon the
Company's profitability, capital requirements, financial condition, growth,
business opportunities, arrangements with lenders and other factors which the
Board of Directors may deem relevant. The Company will receive the proceeds from
the sale of shares of Common Stock under the Plan and will use such proceeds for
general corporate purposes.
ADVANTAGES
2. What are the options available to stockholders? Participants in the Plan
may purchase additional shares of Common Stock (i) by having the cash dividends
on all or part of their shares of Common Stock automatically reinvested, (ii) by
receiving directly as usual their cash dividends, if, as and when declared, on
their shares of Common Stock and purchasing shares of Common Stock by making
cash payments of not less than $25 per payment or more than $6,000 per calendar
quarter, or (iii) by reinvesting both their cash dividends and making such
optional cash payments.
3. What are the advantages of the Plan? No brokerage commissions, fees or
service charges are paid by Participants who are holders of record of their
Common Stock in connection with purchases under the Plan. Beneficial owners
whose shares of Common Stock are registered in names other than their own (for
instance, in the name of a broker, bank nominee or other record holder) may
participate only in the dividend reinvestment portion of the Plan, by having
such shares transferred into their own name or by making arrangements with their
broker or bank to participate in the Plan on their behalf. Any fees charged by a
broker or nominee in connection with such arrangements will be the
responsibility of the Participant and will not be paid by the Company. Also, any
fees charged by a commercial bank initiating a wire transfer of an optional cash
payment will be the responsibility of the Participant. Another advantage is that
the price of shares of Common Stock purchased under the Plan with reinvested
cash dividends or optional cash payments is 95% of the Market Price for such
shares on the applicable Investment Date. Full investment of dividends is
possible under the Plan because the Plan permits fractional shares, as well as
whole shares, of Common Stock, to be purchased and credited to a Participant's
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account. Participants will receive regular statements of account from the Plan
Agent reflecting all purchases, by reinvestment of dividends or optional cash
payments, credited to the Participant's Plan account.
ADMINISTRATION
4. Who administers the Plan for Participants? The Plan Agent administers
the Plan for Participants, keeps records, sends statements of account to
Participants and performs other duties relating to the Plan. The current Plan
Agent is AmSouth Bank. Should the Plan Agent resign, or be asked to resign,
another agent will be asked to serve.
All optional cash payments, requests for withdrawal and all other
communication, including certificates to be deposited to Plan accounts, should
be sent to the Plan Agent addressed as follows:
AmSouth Bank
Corporate Securities Services
Dividend Reinvestment
Post Office Box 11426
Birmingham, Alabama 35202
PARTICIPATION
5. Who is eligible to participate? All holders of record of shares of
Common Stock are eligible to participate in the Plan. Beneficial owners whose
shares of Common Stock are registered in names other than their own (for
instance, in the name of a broker, bank nominee or other record holder) may
participate only in the dividend reinvestment portion of the Plan by having such
shares transferred into their own name or by making arrangements with their
broker or bank to participate in the Plan on their behalf. Any fees charged by a
broker or nominee in connection with such arrangements will be the
responsibility of the Participant and will not be paid by the Company. Only
holders of record may participate in the optional cash payment feature of the
Plan. The Company reserves the right to refuse to permit a broker, nominee or
other record holder to participate in the Plan if the terms of such
participation would, in the Company's sole judgment, result in excessive cost or
burden on the Company. In addition, the Company may elect not to offer or sell
shares of Common Stock under the Plan to stockholders residing in any
jurisdiction where, in the sole discretion of the Company, the burden or expense
of compliance with applicable state or federal securities laws make that offer
or sale impracticable or inadvisable.
6. How does a stockholder join the Plan? In order to participate in the
Plan, an eligible stockholder must properly complete the Authorization Form
furnished by the Plan Agent and return it to AmSouth Bank, Corporate Securities
Services, Dividend Reinvestment, Post Office Box 11426, Birmingham, Alabama
35202. An Authorization Form and postage paid envelope are enclosed with this
Prospectus and additional cards may be obtained at any time by stockholders by
written or oral request to the Plan Agent at the foregoing address.
Telephone requests or general inquiries may be made by calling the Plan
Agent at (205) 560-7461.
7. What does the Authorization Form provide? The Authorization Form
provides for the purchase by stockholders of record of additional shares of
Common Stock through the following investment options offered under the Plan:
Dividend Reinvestment and Optional Cash Payments - Directs the Plan Agent
to reinvest cash dividends with respect to the number of shares of Common
Stock indicated by the Participant on the Authorization Form (including
whole and fractional shares acquired under the Plan) and permits a
Participant to make optional cash payments for the purchase of additional
shares of Common Stock in accordance with the Plan. Participants may also
send the Plan Agent certificates evidencing shares of Common Stock owned by
them for safekeeping. All dividends that may become payable on such shares
will automatically be reinvested under the Plan.
Optional Cash Payments Only - Permits a Participant to make optional cash
payments for the purchase of additional shares of Common Stock in
accordance with the Plan.
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Cash dividends on shares of Common Stock credited to the Participant's
account under the Plan will be automatically reinvested to purchase additional
shares of Common Stock in accordance with the Plan.
Stockholders who do not wish to participate in the Plan will receive cash
dividends if, as and when declared, in the usual manner.
8. Is partial participation possible under the Plan? A stockholder who
desires the dividends on only some full shares of Common Stock to be reinvested
under the Plan may indicate such number of shares of Common Stock on the
Authorization Form as described above. Cash dividends will continue to be paid
on the remaining shares of Common Stock.
9. When may a stockholder join the Plan? If an Authorization Form
specifying that a stockholder wishes to have dividends received on all or some
of his shares of Common Stock reinvested in accordance with the Plan is
completed and received by the Plan Agent at least five (5) business days prior
to the record date established for the payment of the next dividend,
reinvestment will commence with that dividend payment. The record dates for
dividend payments on the Common Stock are generally on or about February 1, May
1, August 1 and November 1 each year. If the Authorization Form is received
subsequent to five (5) business days prior to the record date, reinvestment of
the dividends (or designated portion thereof) will not start until payment of
the next following dividend. If the Authorization Form is received in between
any dividend record date and the Investment Date (the date on which a dividend
is paid, which the Company anticipates to be on or about the 15th day of
February, May, August and November each year), that dividend will be paid in
cash and the stockholder's initial dividend reinvestment will begin with the
next dividend. The Investment Date is also the Dividend Payment Date.
Each Participant in the Plan may invest in additional shares of Common
Stock by making optional cash payments in accordance with the Plan. Participants
in the Plan have no obligation to make any optional cash payments. Optional
payments may be made at irregular intervals and the amount of each optional cash
payment may vary, but no optional payment may be less than $25 and the total
optional payments invested by each Participant may not exceed $6,000 per
calendar quarter. A stockholder of record seeking to enroll in the Plan may make
an optional cash payment when enrolling by enclosing with the Authorization Form
a check or money order payable to AmSouth Bank as Plan Agent for Martin
Industries, Inc. Dividend Reinvestment and Direct Stock Purchase Plan. Optional
cash payments may be made by personal check, money order or wire transfer sent
to the Plan Agent, made payable to the AmSouth Bank as Plan Agent for Martin
Industries, Inc. Dividend Reinvestment and Direct Stock Purchase Plan. All
payments must be in United States dollars. Any fees charged by the commercial
bank initiating a wire transfer of an optional cash payment will be the
responsibility of the Participant. Optional cash payments taking place after
enrollment in the Plan and not occurring through a wire transfer must be
accompanied by a cash investment form, which form shall be reproduced on the
statements of account provided by the Plan Agent to Participants. No interest
will be paid on optional cash payments held by the Plan Agent pending the
purchase of shares of Common Stock. (See Questions 13, 14 and 16.)
Optional cash payments received by the Plan Agent not more than thirty-five
(35) days before the Investment Date, but at least five (5) business days before
the Investment Date, will be invested as of the Investment Date. Optional cash
payments received less than five (5) business days before the Investment Date
will be held by the Plan Agent for investment on the next Investment Date or, if
the next Investment Date will not occur within thirty-five (35) days of receipt
of the cash payment by the Plan Agent, the cash payment will be returned to the
Participant. In any event, if an optional cash payment is received more than
thirty-five (35) days before the Investment Date, such cash payment will be
returned to the Participant. Optional cash payments received by the Plan Agent
will be returned to Participants upon written request received by the Plan Agent
at least five (5) business days prior to the Investment Date.
COSTS
10. Are there any expenses to Participants in connection with purchases
under the Plan? All costs of administration of the Plan are to be paid by the
Company; provided, however, that a Participant may incur and will be responsible
for (i) certain costs in connection with the Participant's withdrawal from the
Plan if the Participant directs the Plan Agent to sell his shares of Common
Stock, and (ii) fees charged by a commercial bank initiating
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<PAGE> 11
wire transfers of optional cash payments to the Plan Agent on behalf of a
Participant. Also, as noted above, beneficial owners whose shares of Common
Stock are registered in names other than their own (for instance, in the name of
a broker, bank nominee or other record holder) may participate only in the
dividend reinvestment portion of the Plan, by having such shares transferred
into their own name or by making arrangements with their broker or bank to
participate in the Plan on their behalf. Any fees charged by a broker or nominee
in connection with such arrangements will be the responsibility of the
Participant and will not be paid by the Company.
PURCHASES
11. How many shares of Common Stock will be purchased for Participants? The
number of shares of Common Stock to be purchased will be determined by the
amount of the Participant's dividends being reinvested and/or optional cash
payments being paid and the purchase price of the shares of Common Stock. Each
Participant's account in the Plan will be credited with the number of shares of
Common Stock, including fractional shares computed to four (4) decimal places,
equal to the amount of the dividends to be reinvested and/or optional cash
payments paid divided by the applicable purchase price of the shares of Common
Stock.
12. How will the purchase price of shares of Common Stock be determined?
The officers of the Company will determine the price of shares of Common Stock
to be purchased. The shares of Common Stock are listed on The Nasdaq Stock
Market's National Market (the "NASDAQ-NMS"). The officers of the Company will
fix the purchase price at a price equal to 95% of the Market Price. The Market
Price will mean the average of the high and low sales prices of the Common Stock
as reported on the NASDAQ-NMS on the Investment Date (and if no transaction in
shares of Common Stock is reported on the NASDAQ-NMS on such date, as of the
last previous day on which the Common Stock was traded on the NASDAQ-NMS). If
the purchase price involves a fraction, it will be expressed in one-sixteenth of
a point and will be rounded to the next higher one-sixteenth of a point.
13. When will dividends for optional cash payments be invested?
Reinvestment of dividends and investment of optional cash payments will be made
on the date when the dividend becomes payable (the "Investment Date" or
"Dividend Payment Date"). Participants will become owners of shares of Common
Stock purchased under the Plan as of the date of purchase.
14. What is the Investment Date? There is only one Investment Date in each
quarter. The Investment Date will be the Dividend Payment Date. If an Investment
Date falls on a Saturday, Sunday or holiday, the Investment Date will be the
next following business day. If no cash dividend is paid in a quarter, the
Dividend Payment Date and, therefore, the Investment Date, for purposes of
optional cash investment will be deemed to be the next to occur of February 15,
May 15, August 15, or November 15, as the case may be.
15. Will certificates be issued to Participants for shares of Common Stock
purchased under the Plan? No certificates for shares of Common Stock acquired by
a Participant under the Plan will be issued, except as described in Question 18.
Common Stock purchased under the Plan will be credited to a Participant's Plan
account with the Plan Agent and will be held in the name of the Plan Agent or
its nominee. Certificates for any number of whole shares of Common Stock
credited to an account under the Plan will be issued to a Participant upon the
written request of the Participant to the Plan Agent. Issuance of such
certificates will not terminate participation in the Plan, including, unless
otherwise specified by the Participant, the continued allocation to a
Participant's account of dividends paid respecting the shares of Common Stock as
to which such certificates are issued. Dividends respecting any remaining whole
shares and fraction of a share reflected as being held in a Participant's
account also will be continued to be credited to the Participant's account. No
certificate will be issued for fractional shares of Common Stock, but the market
price of any fractional shares of Common Stock will be paid in cash to the
Participant requesting a certificate for all his Noncertificated Shares.
OPTIONAL CASH PAYMENTS
16. Who is eligible to make optional cash payments? Record owners of shares
of Common Stock who have executed an Authorization Form are eligible to make
optional cash payments. Optional payments may be made at irregular intervals and
the amount of each optional cash payment may vary, but no optional payment may
be less than $25 and the total optional payments invested by each Participant
may not exceed $6,000 per calendar quarter.
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Beneficial owners of shares of Common Stock who participate in the Plan through
brokers or nominees who hold of record such owners' shares of Common Stock are
not eligible to participate in the optional cash payment feature of the Plan. A
beneficial owner of shares of Common Stock who wishes to make optional cash
payments must become the record owner by transferring all or some of his shares
into his own name. A stockholder may participate in the Plan exclusively by
making an optional cash payment by checking the Optional Cash Payments Only box
on the Authorization Form. Moreover, if the Optional Cash Payments Only box is
checked, all dividends payable on shares of Common Stock purchased with optional
cash payments and retained in the Participant's Plan account will be
automatically reinvested in additional shares of Common Stock. Checks or money
orders should be payable to AmSouth Bank as Plan Agent for Martin Industries,
Inc. Dividend Reinvestment and Direct Stock Purchase Plan and mailed to the Plan
Agent, AmSouth Bank, Corporate Securities Services, Dividend Reinvestment, P.O.
Box 11426, Birmingham, Alabama 35202. Optional cash payments may also be made by
wire transfer. Any fees charged by the commercial bank initiating a wire
transfer of an optional cash payment will be the responsibility of the
Participant. Optional cash payments taking place after enrollment in the Plan
and not occurring through a wire transfer must be accompanied by a cash
investment form. An optional cash investment form will be included on the
statements of account provided by the Plan Agent to Participants. Cash should
not be sent. Payments delivered to any other address will not constitute valid
delivery. No interest is paid on optional cash payments.
Optional cash payments must be received by the Plan Agent no later than
five (5) business days prior to the Investment Date in order to be invested as
of the Investment Date. Optional cash payments received less than five (5)
business days before the Investment Date will be held by the Plan Agent for
investment on the next Investment Date or, if the next Investment Date will not
occur within thirty-five (35) days of receipt of the cash payment by the Plan
Agent, the cash payment will be returned to the Participant. In any event, if an
optional cash payment is received more than thirty-five (35) days before the
Investment Date, so that investment will not occur within thirty-five (35) days
of receipt by the Plan Agent, such cash payment will be returned to the
Participant. Participants can also request the return of any optional cash
payment which had not yet been invested, provided such request is received by
the Plan Agent at least five (5) business days prior to the Investment Date.
In the event any check or money order from a bank account is returned
unpaid for any reason, the Plan Agent will consider the request for investment
of such money null and void and shall immediately remove from the Participant's
Plan account shares of Common Stock, if any, purchased upon the prior credit of
such money. The Plan Agent shall thereupon be entitled to sell these shares to
satisfy any uncollected amounts. If the net proceeds of the sale of such shares
are insufficient to satisfy the balance of such uncollected amounts, the Plan
Agent shall be entitled to sell such additional shares from the Participant's
Plan account to satisfy the uncollected balance.
REPORT TO PARTICIPANTS
17. What type of reports will be sent to Participants in the Plan? The Plan
Agent will send each Participant (a) as soon as practicable after each dividend
reinvestment, a statement which will indicate the amount of the dividend, the
purchase price per share of Common Stock, the number of shares of Common Stock
purchased and the total number of Noncertificated Shares credited to the
Participant's Plan account; and (b) as soon as practicable after each investment
of optional cash payments, a statement indicating the purchase price per share
of Common Stock, the number of shares of Common Stock purchased and the total
number of Noncertificated Shares credited to the Participant's Plan account.
These statements are a record of the cost of purchases under the Plan and should
be retained for tax purposes. In addition, each Participant will receive copies
of the Company's annual and quarterly reports to stockholders, proxy statements
and income tax information for reporting dividends. Beneficial owners whose
shares of Common Stock are registered in names other than their own (for
instance, in the name of a broker, bank nominee or other record holder) must
arrange to obtain their copies of such reports from the record holder.
ISSUANCE
18. How may a Participant obtain certificates for shares of Common Stock
purchased under the Plan? Common Stock purchased under the Plan will not be
certificated, but instead will be credited to a Participant's Plan account with
the Plan Agent and will be held in the name of the Plan Agent or its nominee.
Certificates for any number of whole shares of Common Stock credited to an
account under the Plan will be issued to a Participant only
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<PAGE> 13
upon the written request of the Participant to the Plan Agent. Issuance of such
certificates will not terminate participation in the Plan, including, unless
otherwise specified by the Participant, the continued allocation to a
Participant's account of dividends paid respecting the shares of Common Stock as
to which such certificates are issued. Dividends respecting any remaining whole
shares and fraction of a share reflected as being held in a Participant's
account also will be continued to be credited to the Participant's account. No
certificate will be issued for fractional shares of Common Stock, but the market
price of any fractional shares of Common Stock will be paid in cash to the
Participant requesting a certificate for all his Noncertificated Shares.
Participants wishing to receive certificates for whole shares of Common Stock
credited to their Plan account should mail their request to the Plan Agent,
AmSouth Bank, Corporate Securities Services, Dividend Reinvestment, Post Office
Box 11426, Birmingham, Alabama 35202. The Company, however, reserves the right
at any time to issue certificates to Participants for any shares of Common Stock
in their Plan accounts. (See Questions 19 and 21 for information on termination
of participation.)
MODIFICATION OR TERMINATION BY A PARTICIPANT
19. How does a Participant change or terminate participation in the Plan? A
Participant may change participation from partial to total dividend
reinvestment, from total to partial dividend reinvestment, or may simply change
the number of shares of Common Stock which are enrolled in the Plan by executing
and delivering a new Authorization Form to the Plan Agent, AmSouth Bank. Any
change concerning the reinvestment of dividends must be received by the Plan
Agent not later than five (5) business days prior to the record date for a
dividend in order for the change to become effective for that dividend.
A Participant may terminate participation in the Plan by notifying the Plan
Agent in writing at least five (5) business days prior to the record date for
determining the holders entitled to receive the next dividend. Notices will be
effective only upon receipt by the Plan Agent. Notices to change or discontinue
dividend reinvestment received by the Plan Agent at least five (5) business days
prior to any record date for a dividend payment will be effective as of that
date. In order to re-enter the Plan after termination, a stockholder must
complete a new Authorization Form.
20. Can the shares of Common Stock held in the Plan be sold through the
Plan Agent? A Participant can instruct the Plan Agent to sell any or all of the
Common Stock held in the Plan. The written notification to the Plan Agent should
include the number of shares of Common Stock that are to be sold. The Plan Agent
will make the sale as soon as practicable following receipt of a Participant's
request. A check for the proceeds of such sale, less brokerage commission and
transfer taxes (if any), will be sent by the Plan Agent to the Participants. No
Participant will have the authority or power to direct the date or sales price
at which shares of Common Stock may be sold. Requests must indicate the minimum
number of shares to be sold and not the dollar amount to be attained. Any such
request that does not clearly indicate the number of shares of Common Stock to
be sold will be returned to the Participant with no action taken.
21. What happens upon the withdrawal of a Participant from the Plan or upon
termination of the Plan by the Company? Upon a Participant's withdrawal from the
Plan, or upon termination of the Plan by the Company, a Participant will have
two options for receiving the proceeds from the Participant's account. The
Participant may request that certificates for whole shares of Common Stock
credited to the applicable account under the Plan be issued to such Participant
and a cash payment be made for any fraction of a share. Alternatively, the
Participant may request that all of the shares of Common Stock credited to the
Participant's account, both whole and fractional, be sold. The sale of all whole
and fractional shares of Common Stock will be made from the Participant's
account in brokerage transactions as soon as reasonably practicable after
receipt by the Plan Agent of the request. Reasonable efforts will be made to
attempt to sell such shares of Common Stock in brokerage transactions within
five (5) Trading Days after receipt by the Plan Agent of the request. A
Participant whose shares of Common Stock are sold in such manner will receive
the proceeds of the sale, less any brokerage commission and any transfer tax.
Upon the Plan Agent's receipt of notice of a Participant's withdrawal from the
Plan, or upon termination of the Plan by the Company, the Plan Agent will,
absent further notice as to the Participant's choice of the options above for
receiving the proceeds from the account, issue certificates for whole shares of
Common Stock credited to the account and make a cash payment for any fraction of
a share.
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<PAGE> 14
OTHER INFORMATION
22. What happens if the Company issues a stock dividend, declares a stock
split or has a rights offering? Shares of Common Stock issued by the Company
pursuant to a stock dividend or stock split with respect to a Participant's
shares of Common Stock which are held by the Plan Agent or its nominee for the
account of the Participant will be credited to a Participant's Plan account. Any
shares representing stock dividends or stock splits of Common Stock distributed
by the Company on shares subject to the Plan but held by the Participant will be
issued and delivered to the appropriate stockholder of record in the same manner
as to stockholders who are not participating in the Plan. In the event of a
stock split or stock dividend, all cash dividends paid with respect to shares
held by the Plan Agent or its nominee for the Participant's account under the
Plan will continue to be automatically reinvested. All cash dividends on shares
held directly by the Participant (or the Participant's nominee) will continue to
be reinvested following such stock split or stock dividend in the same
proportion as were the cash dividends on shares of Common Stock held by the
Participant (or the Participant's nominee) immediately prior to the stock split
or stock dividend. In the event of a rights offering by the Company in which
separately tradable and exercisable rights are issued to record holders of
Common Stock, the rights attributable to whole shares of Common Stock held in a
Participant's Plan account will be transferred to the Participant as promptly as
practicable after the rights are issued. No partial rights will be issued with
respect to fractional shares of Common Stock in the Participant's account.
23. How will Shares in a Participant's Noncertificated Share account be
voted at a meeting of stockholders? Each holder of record of shares of Common
Stock allocated to a Participant's account will be sent a proxy card and will be
entitled to vote any shares of Common Stock held by the Plan Agent for his
account. In the case of a beneficial owner of shares of Common Stock who
participates in the Plan through a broker or nominee, such beneficial owner must
make appropriate arrangements with such broker or nominee to ensure exercise by
such owner of the right to vote such shares.
24. What are the Federal income tax consequences of participation in the
Plan? Under the current provisions of the Internal Revenue Code of 1986, as
amended (the "Code"), the purchase of shares of Common Stock under the Plan will
generally result in the following Federal income tax consequences:
(a) A distribution on the shares of Common Stock will be treated for
Federal income tax purposes as a dividend distribution received by the
Participant notwithstanding that it is used to purchase additional shares of
Common Stock pursuant to the Plan. The full amount of cash distributions
reinvested under the Plan, plus the 5% purchase discount from the applicable
Market Price, represents dividend distributions to Participants. As in the case
of cash dividend distributions, the full amount will be taxable income to the
extent of the Company's current and accumulated earnings and profits, and the
excess will be a return of capital which reduces the basis of the Participant's
shares of Common Stock in the Company or results in gain to the extent it
exceeds such Common Stock basis.
(b) For optional cash payments, Participants in the Plan will be treated as
having received a cash dividend on the Investment Date equal to the excess, if
any, of the aggregate Market Price of all the shares of Common Stock purchased
with such cash payment over the optional cash payment. The tax basis of the
shares will be equal to the sum of the amount of the optional cash payment plus
the amount included in income.
(c) A Participant's tax basis in additional shares of Common Stock acquired
under the Plan by dividend reinvestment will be equal to the full amount treated
as a dividend distribution for Federal income tax purposes. The Participant's
holding period for such shares of Common Stock will commence on the day after
the Investment Date.
(d) A Participant will not realize any taxable income upon the receipt of a
certificate for full shares of Common Stock credited to the Participant's
account. A Participant will recognize gain or loss when the Participant sells or
exchanges shares of Common Stock received from the Plan, including the
liquidation of a fractional share interest. Such gain or loss will equal the
difference between the amount which the Participant receives for such shares or
fractional share interest and their respective tax bases.
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In the case of Participants whose distributions are subject to withholding
of Federal income tax, distributions will be reinvested less the amount of tax
required to be withheld.
THE ABOVE IS INTENDED ONLY AS A GENERAL DISCUSSION OF THE CURRENT FEDERAL
INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN. PARTICIPANTS SHOULD
CONSULT THEIR OWN TAX ADVISORS REGARDING THE FEDERAL AND STATE INCOME TAX
CONSEQUENCES (INCLUDING THE EFFECTS OF ANY CHANGES IN LAW) OF THEIR INDIVIDUAL
PARTICIPATION IN THE PLAN.
25. What provision is made for foreign participants subject to income tax
withholding or other Participants subject to back-up withholding? In the case of
both foreign Participants who elect to have their distributions reinvested and
whose distributions are subject to United States income tax withholding and
other Participants who elect to have the distributions reinvested and who are
subject to "backup" withholding under Section 3406(a)(1) of the Code, the Plan
Agent will invest in shares of Common Stock in an amount equal to the
distributions of such Participants less the amount of tax required to be
withheld. The quarterly statements confirming purchases made to such
Participants will indicate the net payment reinvested.
Under Section 3406(a)(1) of the Code, the Company is currently required to
withhold for United States income tax purposes 31% of all distribution payments
to a stockholder if (i) such stockholder has failed to furnish to the Company
his taxpayer identification number ("TIN"), which for an individual is his
social security number, (ii) the Internal Revenue Service (the "Service") has
notified the Company that the TIN furnished by the stockholder is incorrect,
(iii) the Service notifies the Company that back-up withholding should be
commenced because the stockholder has failed to properly report distribution or
(iv) the stockholder has failed to certify, under penalties of perjury, that he
is not subject to back-up withholding.
Optional cash payments received from foreign participants must be in United
States dollars and will be invested in the same way as payment from other
Participants.
26. What are the federal income tax consequences of participation in the
Plan by an IRA, Keogh Plan, 401(k) Plan, Simplified Pension Account or any
corporate employer-sponsored retirement plan? The tax consequences of
participation in the Plan by retirement plans differ from those outlined above
for individuals. Since the law and regulations regarding the Federal income tax
consequences of retirement plan participation are complex and subject to change,
those considering such participation should consult with their own retirement
plan trustees, custodians or tax advisors for specific information.
27. What is the responsibility of the Company under the Plan? Neither the
Company, nor its duly appointed Plan Agent in administering the Plan, shall be
liable for any act or failure to act taken in good faith, including, without
limitation, any claim of liability (a) arising out of failure to terminate a
Participant's participation in the Plan upon the Participant's death prior to
receipt of notice in writing of such death, (b) with respect to the prices at
which shares are purchased or sold for the Participant's account and the times
when such purchases or sales are made, (c) with respect to any inability to sell
shares on behalf of a Participant or (d) with respect to any loss or
fluctuation in the market value after the purchase or sale of shares under the
Plan. In addition, no stockholder, director, officer, employee, representative
or agent of the Company shall be personally liable for the satisfaction of the
Company's obligations under the Plan and a Participant shall look solely to the
assets of the Company for the satisfaction of any claims under the Plan.
Participants should recognize that neither the Company nor the Plan Agent
can provide any assurance of a profit or protection against loss on any shares
of Common Stock purchased under the Plan.
28. May the Plan be changed or discontinued? The Company reserves the right
to suspend or terminate the Plan at any time. It also reserves the right to make
modifications to the Plan and, in particular, reserves the right to refuse
optional cash payments from any stockholder who, in the sole discretion of the
Company, is attempting to circumvent the intent of the Plan by making excessive
optional cash payments through multiple stockholder accounts. Participants will
be notified of any suspension, termination or material modification of the Plan.
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The Company could decrease or eliminate the discount without prior notice
to Participants for any reason, including, without limitation, in the event the
Company believes that Participants were engaging in positioning and other
transactions with the intent to purchase shares of Common Stock under the Plan
and then immediately reselling such shares of Common Stock in order to capture
the discount. Any Participants who engage in such transactions may be deemed to
be underwriters within the meaning of Section 2(11) of the Securities Act of
1933, as amended.
29. Who answers a Participant's questions or supplies information? Any
inquiries or correspondence about the Plan should be addressed as follows:
AmSouth Bank, Corporate Securities Services, Dividend Reinvestment, Post Office
Box 11426, Birmingham, Alabama 35202. Telephone inquires to the Plan Agent
should be made to (205) 560-7461.
30. Will the Plan Agent hold certificated shares? The Plan provides a share
deposit feature to eliminate the need for Participants to hold physical Common
Stock certificates. If a Participant currently holds physical Common Stock
certificates and would like to combine these shares with his Plan shares held in
book entry, the Participant should check the appropriate box on the
Authorization Form or complete the tear off section of his account statement and
complete the portion designated for share deposit. The certificates need not be
endorsed. The Participant should ensure that his Common Stock certificates are
sent by registered/insured mail or by some other similar means as the
Participant bears the risk of loss in transit. Participants should be aware that
dividends on the shares so deposited will be automatically reinvested.
Certificates should be sent to the address set forth in response to Question 4.
USE OF PROCEEDS
The proceeds from sales of the shares of Common Stock under the Plan will
be available for use by the Company for general corporate purposes.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law provides for the
indemnification of directors and officers of corporations organized thereunder
in certain circumstances. In addition, Section 145 grants to each such
corporation the power to indemnify its directors and officers against liability
for certain of their acts.
The By-laws of the Company provide for indemnification of directors and
officers of the Company to the fullest extent permitted by law, including,
without limitation, the General Corporation Law of the State of Delaware,
against liability for certain of their acts. Directors and officers liability
insurance has also been obtained by the Company, the effect of which is to
indemnify the directors and officers of the Company against certain damages and
expenses because of certain claims made against them caused by their negligent
acts, errors or omissions, whether or not the Company itself would have the
power to indemnify them against such liability under applicable law.
Insofar as indemnification for liabilities under the Securities Act of 1933
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby has been passed
upon by Bradley Arant Rose & White LLP, 2001 Park Place, Suite 1400, Birmingham,
Alabama 35203.
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EXPERTS
The financial statements and the related financial statement schedule
incorporated in this Prospectus by reference from the Company's Annual Report on
Form 10-K for the year ended December 31, 1996, have been audited by Arthur
Andersen LLP, independent auditors, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
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APPENDIX A
MARTIN INDUSTRIES, INC.
DIVIDEND REINVESTMENT AND DIRECT STOCK PURCHASE PLAN
1. DEFINITIONS
The following terms when used herein shall have the following
definitions:
"Authorization Form" means such authorization form as the Plan Agent
may from time to time or upon request furnish Stockholders, which form shall be
returned to the Plan Agent by the Stockholders to indicate their election to
participate in specified portions of the Plan.
"Certificated Shares" means shares of Stock which are evidenced by
physical certificates.
"Company" means Martin Industries, Inc., a Delaware corporation.
"Dividend Payment Date" means each date on which a cash dividend is
paid by the Company on the shares of Stock.
"Investment Date" means a Dividend Payment Date. If a Dividend Payment
Date falls on a Saturday, Sunday or holiday, the Investment Date will be the
next following business day. If no cash dividend is paid by the Company in a
quarter, the Investment Date in that quarter for purposes of investment of a
Participants' optional cash payments under the Plan will be deemed to be the
next to occur of February 15, May 15, August 15 or November 15, as the case may
be.
"Market Price" means the average of the high and low sales prices of
the Stock as reported on the NASDAQ National Market System ("NASDAQ-NMS") on the
Investment Date (and if no transaction in shares of Stock is reported on
NASDAQ-NMS on such date, as of the last previous day on which the Stock was
traded on the NASDAQ-NMS).
"Noncertificated Shares" means shares of Stock which are held by the
Plan Agent in an account for each Participant and for which no physical
certificates are issued.
"Participant" means any Stockholder who has returned a properly
completed Authorization Form to the Plan Agent indicating election to
participate in any portion of the Plan and who has been enrolled in that portion
of the Plan by the Plan Agent.
"Plan" means this Dividend Reinvestment and Direct Stock Purchase Plan.
"Plan Agent" means any bank or trust company as from time to time may
be appointed by the Company as agent to administer the Plan. Initially, the Plan
Agent shall be AmSouth Bank and thereafter shall be any person, bank, trust
company or other entity as the Company may from time to time designate in
substitution therefor.
"Stock" means the common stock, par value $0.01 per share, of the
Company.
"Stockholder" means any holder of shares of Stock.
"Trading Day" means a day on which trades occur on the NASDAQ-NMS.
2. PURPOSE
The purpose of this Plan is to provide Stockholders with a convenient
and economical method for purchasing shares of Stock and having all or part of
the cash dividends paid on their Stock automatically reinvested in additional
shares of Stock, in either case without payment of any brokerage commission or
service charge. Because the Plan Agent purchases shares of Stock directly from
the Company, the Plan will assist the Company in raising funds for general
business purposes. The Plan does not reflect a change in the Company's dividend
policy
A-1
<PAGE> 19
or a guarantee of future dividends, which will continue to be within the
discretion of the Board of Directors and will depend upon the Company's
profitability, capital requirements, financial condition, growth, business
opportunities, arrangements with lenders and other factors which the Board of
Directors may deem relevant.
3. ELIGIBILITY FOR PARTICIPATION
All Stockholders of record are automatically eligible to participate in
the Plan and may do so by properly completing and returning to the Plan Agent
the Authorization Form furnished to them by the Plan Agent. Beneficial owners of
shares of Stock which are registered in names other than their own (e.g., in the
name of a broker or nominee) who want to participate, may participate only in
the dividend reinvestment portion of the Plan by having such shares transferred
into their own name or making appropriate arrangements with their broker or
nominee to participate in the Plan on their behalf. Any fees charged by a broker
or nominee in connection with such arrangements shall be the responsibility of
the Participant and shall not be paid by the Company. Only Stockholders of
record may participate in the optional cash payment feature of the Plan. The
Company reserves the right to refuse to permit a broker, nominee or other record
holder to participate in the Plan if the terms of such participation would, in
the Company's sole judgment, result in excessive cost or burden on the Company.
4. ADMINISTRATION OF THE PLAN
The Plan Agent shall administer the Plan and will maintain records and
perform such other duties related to the Plan as may be required. In addition,
the Plan Agent will send each Participant (a) as soon as practicable after each
dividend reinvestment, a statement which will indicate the amount of the
dividend, the purchase price per share of Stock, the number of shares of Stock
purchased and the total number of Noncertificated Shares credited to the
Participant's Plan account; (b) as soon as practicable after each investment of
optional cash payments, a statement indicating the purchase price per share of
Stock, the number of shares of Stock purchased and the total number of
Noncertificated Shares credited to the Participant's Plan account; and (c)
annual and quarterly reports to Stockholders, notices of annual meetings and
proxy statements and income tax information for reporting dividends paid.
5. REINVESTMENT OF DIVIDENDS
(a) Stockholders may join the Plan and elect to have dividends on all
or part of their shares of Stock automatically reinvested by properly completing
the Authorization Form provided by the Plan Agent and returning it to the Plan
Agent. A beneficial owner of shares of Stock which are registered in names other
than their own (e.g. , in the name of a broker or nominee) who want to
participate in the dividend reinvestment portion of the Plan may do so by
becoming a record holder of such shares and following the instructions set forth
above, or by making appropriate arrangements with their broker or nominee to
participate on their behalf.
(b) If the properly completed Authorization Form is received by the
Plan Agent at least five (5) business days prior to the record date for the
payment of the next dividend to be paid by the Company (the "Dividend Record
Date"), or if a broker or nominee of a beneficial owner of Stock appropriately
advises the Plan Agent of such beneficial owner's participation in the Plan's
dividend reinvestment feature at least five (5) business days prior to the
Dividend Record Date, the dividend paid by the Company to which said Dividend
Record Date applies will be reinvested in shares of Stock for the Participant.
(The record dates for regular quarterly dividend payments on shares of the Stock
are generally on or about February 1, May 1, August 1 and November 1.) If the
properly completed Authorization Form or such appropriate advice from a broker
or nominee of a beneficial owner of Stock is received less than five (5)
business days prior to the Dividend Record Date, the dividend paid by the
Company to which said Dividend Record Date applies will be paid in cash to the
Stockholder or the Stockholder's broker or nominee and dividend reinvestment
under the Plan will begin with the next cash dividend paid by the Company.
(c) The purchase price per share for shares of Stock purchased for the
Plan with reinvested dividends shall be 95% of the Market Price. If the purchase
price includes a fraction, it will be expressed in one-sixteenth of a point and
will be rounded up to the next higher one-sixteenth of a point.
(d) Cash dividends on shares of Stock credited to the Participant's
account will be automatically reinvested to purchase additional shares of Stock
pursuant to the Plan.
A-2
<PAGE> 20
6. OPTIONAL CASH PAYMENTS
(a) A Stockholder of record who is a Participant in the Plan may invest
in additional shares of Stock by making optional cash payments to the Plan at
any time. Participants in the Plan have no obligation to make any optional cash
payments. Beneficial owners of shares of Stock who participate in the Plan
through brokers or nominees who hold of record such owners' shares of Stock are
not eligible to participate in the optional cash payment feature of the Plan.
Optional payments may be made at irregular intervals and the amount of each
optional cash payment may vary, but no optional payments may be less than $25.00
and the total optional payments invested by each Participant may not exceed
$6,000.00 per calendar quarter. A Stockholder of record seeking to enroll in the
Plan may make an optional cash payment when enrolling by enclosing with the
Authorization Form a check or money order payable to the Plan Agent for the
benefit of the Martin Industries, Inc. Dividend Reinvestment and Direct Stock
Purchase Plan. Optional cash payments may be made by personal check, money order
or wire transfer sent to the Plan Agent, made payable to the Plan Agent for the
benefit of the Martin Industries, Inc. Dividend Reinvestment and Direct Stock
Purchase Plan. All such payments must be in United States dollars. Any fees
charged by the commercial bank initiating a wire transfer of an optional cash
payment will be the responsibility of the Participant. Optional cash payments
taking place after enrollment in the Plan and not occurring through a wire
transfer must be accompanied by a cash investment form, which form shall be
reproduced on the statements of account provided by the Plan Agent to
Participants.
(b) Optional cash payments received by the Plan Agent not more than
thirty-five (35) days before the Investment Date, but at least five (5) business
days before the Investment Date will be invested as of the Investment Date or,
if the Investment Date is not a Trading Day, on the next succeeding Trading Day.
Optional cash payments received less than five (5) business days before the
Investment Date will be held by the Plan Agent for investment on the next
Investment Date or, if the next Investment Date will not occur within
thirty-five (35) days of receipt of the cash payment by the Plan Agent, the cash
payment will be returned to the Participant. In any event, if an optional cash
payment is received more than thirty-five (35) days before the Investment Date,
so that investment will not occur within thirty-five (35) days of receipt by the
Plan Agent, such cash payment will be returned to the Participant. No interest
will be paid on initial or optional cash payments received by the Plan Agent but
not yet invested by the Plan Agent. A Participant may withdraw an optional cash
payment that has not been invested by the Plan Agent by sending written notice
to such effect to the Plan Agent. For such withdrawal to be effective, such
written notice must be received by the Plan Agent at least five (5) business
days prior to the Investment Date.
(c) The purchase price per share for shares of Stock purchased for the
Plan with optional cash payments shall be 95% of the Market Price. If the
purchase price includes a fraction, it will be expressed in one-sixteenth of a
point and will be rounded up to the next higher one-sixteenth of a point.
(d) Cash dividends on shares of Stock credited to the Participant's
account will be automatically reinvested to purchase additional shares of Stock
pursuant to the Plan.
7. CALCULATION OF SHARES OF STOCK PURCHASED
The number of shares of Stock purchased shall be determined by dividing
the amount of the dividends reinvested and optional cash payments made by the
Participant by the purchase price per share of Stock determined in accordance
with Sections 5(c) and 6(c) above. Each Participant's account will be credited
on each Investment Date with that number of whole shares of Stock, plus
fractional share interests computed to four (4) decimal points, equal to the
total amount of the cash (dividends and optional cash payments) to be invested
on behalf of such Participant on such date divided by the purchase price per
share of Stock (determined in accordance with Sections 5(c) and 6(c) above) for
that date.
8. COSTS
All costs of administration of the Plan are to be paid by the Company;
provided, however, that a Participant may incur and will be responsible for (i)
certain costs in connection with the Participant's withdrawal from the Plan if
the Participant directs the Plan Agent to sell his shares of Stock, and (ii)
fees charged by a commercial bank initiating wire transfers of optional cash
payments to the Plan Agent on behalf of a Participant.
A-3
<PAGE> 21
9. SHARES OF STOCK SUBJECT TO THE PLAN
(a) The number of shares of Stock which may be issued and sold by the
Company under the Plan shall not exceed 200,000 shares of stock, subject to
adjustment pursuant to the provisions of paragraph (b) below. Such shares of
Stock may be either authorized and unissued shares or shares issued and
thereafter acquired by the Company and such amount of shares shall be and is
hereby reserved for issuance pursuant to this Plan. The Company shall at all
times reserve a sufficient number of shares of Stock to meet the requirements of
the Plan. Shares of Stock will not be purchased for the Plan in the open
market.
(b) In the event that the outstanding shares of Stock are increased or
decreased after the date hereof by reason of reorganization, recapitalization,
reclassification, combination of shares, stock split or stock dividend, then the
aggregate number of shares of Stock which may be issued and sold hereunder, set
forth in paragraph (a) above, shall be adjusted appropriately. Any adjustments
and the manner of application of the foregoing sentence shall be determined
solely by the Company.
10. MODIFICATION OF PARTICIPATION OR WITHDRAWAL
(a) A Participant may modify his participation in the dividend
reinvestment portion of the Plan by notifying the Plan Agent in writing at least
five (5) business days prior to the Dividend Record Date that such Participant
desires to reinvest dividends on an increased or decreased number of shares of
Stock as specified in such notice.
(b) A Participant may withdraw from the Plan at any time by notifying
the Plan Agent in writing. If such written notice is received by the Plan Agent
at least five (5) business days prior to the Dividend Record Date, the amount of
such dividend which would otherwise have been reinvested will be paid in cash to
the record holder of the shares of Stock allocated to the Plan account of the
withdrawing Participant. In the event that such notice is received by the Plan
Agent at least five (5) business days prior to the Investment Date, any optional
cash payment received (and not reinvested pursuant to the Plan) prior to the
Plan Agent's receipt of such notice will be returned to the record holder of the
shares of Stock allocated to the Plan account of the withdrawing Participant. If
such notice of withdrawal is not received by the Plan Agent in accordance with
the provisions of the foregoing two sentences, the dividend paid on the Dividend
Payment Date or any optional cash payments held by the Plan Agent at such time
will be invested in shares of Stock under the Plan for the Participant's
account. Any optional cash payments or dividends received by the Plan Agent on
or after the receipt of timely written notice of a Participant's withdrawal will
be returned to the record holder of the shares of Stock allocated to the Plan
account of the withdrawing Participant.
(c) Stockholders of record and beneficial owners of shares of Stock,
acting through the brokers or nominees (or their representatives) in whose name
their shares are registered, may re-enroll in the Plan at any time.
(d) Upon a Participant's withdrawal from the Plan, or upon termination
of the Plan by the Company, a Participant shall have two options for receiving
the proceeds from the Participant's account. The Participant may request that
certificates for whole shares of Stock credited to the applicable account under
the Plan be issued to such Participant and a cash payment be made for any
fraction of a share. The Participant also may request that all of the shares of
Stock credited to the Participant's account, both whole and fractional, be sold.
The sale of all whole and fractional shares of Stock will be made from the
Participant's account in brokerage transactions as soon as reasonably
practicable after receipt by the Plan Agent of the request. Reasonable efforts
will be made to attempt to sell such shares of Stock in brokerage transactions
within five (5) Trading Days after receipt by the Plan Agent of the said
request. A Participant whose shares of Stock are sold in such manner will
receive the proceeds of the sale, less any brokerage commission and any transfer
tax. Upon the Plan Agent's receipt of notice of a Participant's withdrawal from
the Plan, or upon termination of the Plan by the Company, the Plan Agent will,
absent further notice as to the Participant's choice of the options above for
receiving the proceeds from the account, issue certificates for whole shares of
Stock credited to the account and make a cash payment for any fraction of a
share.
A-4
<PAGE> 22
11. SALE OF PLAN SHARES
A Participant can instruct the Plan Agent to sell any or all of the
whole shares of Stock held in the Plan. The written notification to the Plan
Agent should include the number of Shares that are to be sold. The Plan Agent
will make the sale as soon as practicable following receipt of the written
notification and a check for the proceeds less brokerage commission and transfer
taxes (if any) will be sent by the Plan Agent to the Participant. No Participant
shall have the authority or power to direct the date or sales price at which
shares of Stock may be sold. Instructions by a Participant to the Plan Agent
must indicate the minimum number of shares of Stock to be sold and not the
dollar amount to be attained. Any such request that does not clearly indicate
the number of shares of Stock to be sold will be returned to the Participant
with no action taken. Shares of Stock held in a Participant's account may not be
pledged. In order to pledge such shares, a Participant must request certificates
for such shares of Stock.
12. CERTIFICATES FOR PURCHASED SHARES OF STOCK
No certificates for shares of Stock acquired for a Participant under
the Plan will be issued. Stock purchased under the Plan will be credited to a
Participant's Plan account with the Plan Agent and will be held in the name of
the Plan Agent or its nominee. Certificates for any number of whole shares of
Stock credited to an account under the Plan will be issued to a Participant upon
the written request of the Participant to the Plan Agent, and issuance of such
certificates will not terminate participation in the Plan, including, unless
otherwise specified by the Participant, the continued allocation to a
Participant's account of dividends paid respecting the shares of Stock as to
which such certificates are issued. Dividends respecting any remaining whole
shares and fraction of a share reflected as being held in a Participant's
account also will be continued to be credited to the Participant's account. No
certificate will be issued for fractional shares of Stock, but the market price
of any fractional shares of Stock will be paid in cash to the Participant
requesting a certificate for all his Noncertificated Shares.
13. STOCK SPLITS, STOCK DIVIDENDS AND RIGHTS OFFERINGS
Shares of Stock issued by the Company pursuant to a stock dividend or
stock split with respect to a Participant's shares of Stock which are held by
the Plan Agent or its nominee for the account of the Participant will be
credited to a Participant's Plan account. Any shares representing stock
dividends or stock splits of Stock distributed by the Company on shares subject
to the Plan but held by the Participant will be issued and delivered to the
appropriate stockholder of record in the same manner as to stockholders who are
not participating in the Plan. In the event of a stock split or stock dividend,
all cash dividends paid with respect to shares held by the Plan Agent or its
nominee for the Participant's account under the Plan will continue to be
automatically reinvested. All cash dividends on shares held directly by the
Participant (or the Participant's nominee) will continue to be reinvested
following such stock split or stock dividend in the same proportion as were the
cash dividends on shares of Stock held by the Participant (or the Participant's
nominee) immediately prior to the stock split or stock dividend. In the event of
a rights offering by the Company in which separately tradable and exercisable
rights are issued to record holders of Stock, the rights attributable to whole
shares of Stock held in a Participant's Plan account will be transferred to the
Participant as promptly as practicable after the rights are issued. No partial
rights will be issued with respect to fractional shares of Stock in the
Participant's account.
14. VOTING
Each holder of record of shares of Stock allocated to a Participant's
account will be sent a proxy card and will be entitled to vote any shares of
Stock held by the Plan Agent for his account. In the case of a beneficial owners
of shares of Stock who participates in the Plan through a broker or nominee,
such beneficial owner must make appropriate arrangements with such broker or
nominee to ensure exercise by such owner of the right to vote such shares.
15. LIABILITY
Neither the Company, nor its duly appointed Plan Agent in administering
the Plan, shall be liable for any act or failure to act taken in good faith,
including, without limitation, any claim of liability (a) arising out of failure
to terminate a Participant's participation in the Plan upon the Participant's
death prior to receipt of notice in writing of such death, (b) with respect
to the prices at which shares are purchased or sold for the Participant's
account and the times when such purchases or sales are made, (c) with respect to
any inability to sell shares on behalf of
A-5
<PAGE> 23
a Participant, or (d) with respect to any loss or fluctuation in the market
value after the purchase or sale of shares under the Plan. In addition, no
Stockholder, director, officer, employee, representative or agent of the Company
shall be personally liable for the satisfaction of the Company's obligations
under this Plan and a Participant shall look solely to the assets of the Company
for satisfaction of any claims hereunder.
16. AMENDMENT, TERMINATION, SUSPENSION OR MODIFICATION
(a) The Company reserves the right to amend, modify, suspend or
terminate the Plan at any time and from time to time without the approval of the
Participants, including, without limitation, during the period between a
Dividend Record Date and the related Investment Date. The Company reserves the
right to refuse optional cash payments from any Stockholder in its sole
discretion, including, without limitation, upon the determination by the Company
that a Stockholder is attempting to circumvent the interest of the Plan by
making excessive optional cash payments through multiple Stockholder accounts.
Notice of any material amendment or modification, or any suspension or
termination of the Plan will be sent to all Participants who shall in all events
have the right to withdraw from the Plan.
(b) The Company may decrease or eliminate the discount with respect to
the purchase price of shares under the Plan without prior notice to Participants
for any reason, including, without limitation, in the event the Company believes
that Participants are engaging in positioning and other transactions with the
intent to purchase shares of Common Stock under the Plan and then immediately
reselling such shares of Common Stock in order to capture the discount.
17. PLAN INTERPRETATION
Any question of interpretation arising under the Plan shall be
determined by the Company and any such determination shall be final and binding
on the Participants.
18. COMPLIANCE WITH APPLICABLE LAW AND REGULATIONS
The Company's obligation to offer, issue or sell shares of Stock
hereunder shall be subject to the Company's obtaining any necessary approval,
authorization and consent from any governmental and regulatory authorities
having jurisdiction over the issuance and sale of the shares of Stock. The
Company may elect not to offer or sell shares of Stock under the Plan to
Stockholders residing in any jurisdiction where, in the sole discretion of the
Company, the burden or expense of compliance with applicable blue sky or
securities laws make that offer or sale impracticable or inadvisable.
19. PARTICIPANTS SUBJECT TO BACK-UP WITHHOLDING
In the case of both foreign participants who elect to have their
dividends reinvested and whose dividends are subject to United States income tax
withholding and other Participants who elect to have their dividends reinvested
and who are subject to "backup" withholding under Section 3406(a)(1) of the
Internal Revenue Code of 1986, as amended, the Plan Agent shall invest in shares
of Stock in an amount equal to the dividends of such Participants less the
amount of tax required to be withheld.
20. SAFEKEEPING
At a Participant's request, the Plan Agent will receive and hold any
Certificated Shares now held by or for such Participant. A Participant may send
such Certificated Shares to the Plan Agent for credit to such Participant's
account in the Plan. These Certificated Shares will be added to the shares of
Stock in such Participant's account and will appear in subsequent statements in
combination with a Participant's previous Plan shares of Stock and dividends.
A-6
<PAGE> 24
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION (I) BY ANYONE IN ANY
STATE IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE
PERSON MAKING THE OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR (II) TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. THE
DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
-----------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
Available Information.............................................................................................2
Incorporation of Certain Documents by Reference...................................................................2
Risk Factors......................................................................................................3
The Company.......................................................................................................5
Description of the Plan...........................................................................................6
Use of Proceeds..................................................................................................14
Indemnification of Directors and Officers........................................................................14
Legal Matters....................................................................................................14
Experts..........................................................................................................15
Martin Industries, Inc. Dividend Reinvestment
and Direct Stock Purchase Plan...............................................................................A-1
</TABLE>
MARTIN INDUSTRIES, INC.
[LOGO]
-----------------
DIVIDEND REINVESTMENT
AND
DIRECT STOCK PURCHASE PLAN
-----------------
200,000 SHARES
COMMON STOCK
$0.01 PAR VALUE
-----------------
PROSPECTUS
Dated July 17, 1997
<PAGE> 25
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the various expenses, all of which will
be borne by the Company, in connection with the distribution of the securities
being registered. All amounts shown are estimates except the Commission
registration fee.
<TABLE>
<CAPTION>
ITEM AMOUNT
---- ------
<S> <C>
SEC Registration fee $ 385
Printing expenses 3,000
Legal fees and expenses 12,000
Accounting fees and expenses 2,000
Miscellaneous 2,500
-----------
Total $ 19,885
===========
</TABLE>
Item 15. Indemnification of Directors and Officers
(a) Article VII of the Registrant's By-laws provides as follows:
ARTICLE VII - INDEMNIFICATION
SECTION 7.1 INDEMNIFICATION. The corporation shall indemnify,
and in connection with such indemnification may advance expenses to,
any person who is or was a director or officer of the corporation, and
any officer or director who is or was serving at the request of the
corporation as a director, officer, employee, partner or agent of
another corporation, partnership, joint venture, trust or other
enterprise, to the fullest extent permitted by law, including without
limitation the General Corporation Law of the State of Delaware. If the
amount, extent, or quality of indemnification permitted by law should
be in any way restricted after the adoption of these by-laws, then the
corporation shall indemnify such persons to the fullest extent
permitted by law as in effect at the time of the occurrence of the
omission or the act giving rise to the claimed liability with respect
to which indemnification is sought. The indemnification and advancement
of expenses pursuant to this Article VII shall be in addition to, and
not exclusive of, any other right that the person seeking
indemnification may have under these by-laws, the certificate of
incorporation, any separate contract or agreement or applicable law.
The corporation shall have the power in its discretion to indemnify any
employee or agent of the corporation in the same manner as the
corporation is required to indemnify its officers and directors under
this Section 7.1.
SECTION 7.2 INSURANCE. The corporation may purchase and
maintain insurance on behalf of any person who is or was a director,
officer, agent or employee of the corporation, or any person who is or
was serving at the request of the corporation as a director, officer,
partner, agent or employee of another corporation, partnership, joint
venture, trust, or other enterprise, against any liability asserted
against such person and incurred by such person in any such capacity,
or arising out of such person's status as such, whether or not the
corporation would have the power to indemnify such person against such
liability under applicable law.
II-1
<PAGE> 26
SECTION 7.3 SURVIVAL OF RIGHT. Any right to indemnification or
advancement of expenses provided by or granted pursuant to this Article
VII shall continue as to a person who has ceased to be a director or
officer of the corporation (and at the election of the corporation may
continue as to a person who has ceased to be an employee or agent of
the corporation) and shall inure to the benefit of the heirs,
executors, administrators and personal representatives of such an
officer or director (and may at the election of the corporation inure
to the benefit of the heirs, executors, administrators and personal
representatives of agents and employees of the corporation).
(b) In addition to the foregoing provisions of the Bylaws of the
Registrant, directors, officers, employees and agents of the Registrant may be
indemnified by the Registrant pursuant to the provisions of Section 145 of the
General Corporation Law of the State of Delaware.
(c) In addition, the Registrant maintains directors' and officers'
liability insurance.
Item 16. Exhibits
The following exhibits are filed as part of the Registration Statement:
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
<S> <C>
*3(a) Form of Restated Certificate of Incorporation of Martin Industries, Inc., which was
filed as Exhibit 3(a) to the Company's Registration Statement on Form S-1 declared
effective by the Commission on July 12, 1995 (Reg. No. 33-90432).
*4(a) Article 4 of the Restated Certificate of Incorporation of Martin Industries, Inc., which was
filed as Exhibit 3(a) to the Registrant's Registration Statement on Form S-1 declared
effective by the Commission on July 12, 1995 (Reg. No. 33-90432).
5 Opinion of Bradley Arant Rose & White LLP
23(a) Consent of Arthur Andersen LLP
23(b) Consent of Bradley Arant Rose & White LLP
(included in Exhibit 5)
24 Power of Attorney
99 Form of Authorization Card for Martin Industries, Inc. Dividend and Direct Stock Purchase Plan.
</TABLE>
- --------------------------
* Incorporated by reference.
Item 17. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section
10 (a)(3) of the Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or
events arising after the effective date of this Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement;
II-2
<PAGE> 27
provided, however, that paragraphs (i) and (ii) above shall not apply if the
information required to be included in a post-effective amendment by such
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this Registration Statement;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
II-3
<PAGE> 28
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Florence, State of Alabama, on July 17, 1997.
MARTIN INDUSTRIES, INC.
a Delaware corporation
By: /S/ JAMES D. WILSON
----------------------------------------
James D. Wilson
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/S/ JAMES D. WILSON President, Chief Executive Officer July 17, 1997
- --------------------------------------------- and Director
James D. Wilson (Principal Executive Officer)
/S/ RODERICK V. SCHLOSSER Vice President of Finance July 17, 1997
- --------------------------------------------- and Treasurer
Roderick V. Schlosser (Principal Financial Officer
and Principal Accounting Officer)
/S/ JAMES W. TRUITT Director July 17, 1997
- ---------------------------------------------
James W. Truitt
* Director July 17, 1997
- ---------------------------------------------
William H. Martin, III
* Director July 17, 1997
- ---------------------------------------------
William D. Biggs
* Director July 17, 1997
- ---------------------------------------------
Jim D. Caudle, Sr.
* Director July 17, 1997
- ---------------------------------------------
Herbert J. Dickson
* Director July 17, 1997
- ---------------------------------------------
Bill G. Hughey
</TABLE>
II-4
<PAGE> 29
<TABLE>
<S> <C> <C>
* Director July 17, 1997
- ---------------------------------------------
Charles R. Martin
* Director July 17, 1997
- ---------------------------------------------
Louis J. Martin, II
* /s/ James W. Truitt July 17, 1997
- --------------------------------------------
By James W. Truitt
as Attorney-in-Fact
</TABLE>
II-5
<PAGE> 30
<TABLE>
<CAPTION>
EXHIBIT INDEX
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*3(a) Form of Restated Certificate of Incorporation of Martin Industries, Inc., which was
filed as Exhibit 3(a) to the Company's Registration Statement on Form S-1 declared
effective by the Commission on July 12, 1995 (Reg. No. 33-90432).
*4(a) Article 4 of the Restated Certificate of Incorporation of Martin
Industries, Inc., which was filed as Exhibit 3(a) to the Registrant's
Registration Statement on Form S-1 declared effective by the
Commission on July 12, 1995 (Reg. No. 33-90432).
5 Opinion of Bradley Arant Rose & White LLP.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Bradley Arant Rose & White LLP.
(included in Exhibit 5).
24 Power of Attorney.
99 Form of Authorization Card for Martin Industries, Inc. Dividend Reinvestment and Direct Stock Purchase
Plan.
</TABLE>
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*Incorporated by reference.
II-6
<PAGE> 1
EXHIBIT 5
OPINION OF BRADLEY ARANT ROSE & WHITE LLP
July 17, 1997
Martin Industries, Inc.
301 East Tennessee Street
Florence, Alabama 35630
Gentlemen:
We have acted as counsel to Martin Industries, Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement of
the Company on Form S-3 (the "Registration Statement"), under the Securities
Act of 1933, as amended, for the registration of 200,000 shares of Common
Stock, $.01 par value, of the common stock of the Company (the "Shares"). The
Shares are to be issued under and pursuant to the provisions of the Company's
Dividend Reinvestment and Direct Stock Purchase Plan (the "Plan"). Except as
otherwise defined herein, capitalized terms used herein shall have the same
meaning as defined in the Registration Statement.
For purposes of our opinion, we have examined and relied upon:
(a) A copy of the Restated Certificate of Incorporation of the
Company, as amended and restated to date (the "Certificate of Incorporation");
(b) A copy of the By-laws of the Company, as amended to date;
(c) A copy of the resolutions adopted by the Board of Directors
of the Company at a meeting held on May 16, 1997, authorizing the issuance and
sale of the shares pursuant to the Plan and related matters; and
(d) The Registration Statement, including the Plan; and
(e) Such other instruments and documents as we have deemed
necessary.
In such examinations we have assumed the genuineness of all signatures,
the authenticity of all corporate records and other documents submitted to us
and the conformity to original documents submitted to us as certified or
photostatic copies.
Based upon our examination as aforesaid, and in reliance upon our
examination of such questions of law as we have deemed relevant under the
circumstances, we are of the opinion that the Shares, when sold as described in
the Registration Statement, will be legally issued, fully paid and
nonassessable.
We express no opinion with respect to the applicability or effect of
the laws of any jurisdiction other than the Delaware General Corporation Law as
in effect on the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ BRADLEY ARANT ROSE & WHITE LLP
----------------------------------
<PAGE> 1
EXHIBIT 23(A)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated February
24, 1997, incorporated by reference in Martin Industries, Inc. Form 10-K
for the year ended December 31, 1996 and to all references to our Firm included
in this Registration Statement.
ARTHUR ANDERSEN LLP
July 17, 1997
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
<PAGE> 2
STATE OF ALABAMA )
COUNTY OF LAUDERDALE )
POWER OF ATTORNEY
(Dividend Reinvestment and Direct Stock Purchase Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Martin
Industries, Inc., whose signature appears below, hereby constitutes and appoints
William H. Martin, III, James D. Wilson and James W. Truitt, and each of them,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign a registration statement of Martin Industries,
Inc. on Form S-3 relating to the offering of up to 200,000 shares of the common
stock, $0.01 par value, of Martin Industries, Inc. pursuant to the Martin
Industries, Inc. Dividend Reinvestment and Direct Stock Purchase Plan, including
all amendments to such registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and with any state securities commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated this 15th day of July, 1997.
/s/ WILLIAM D. BIGGS
--------------------------------
William D. Biggs
<PAGE> 3
STATE OF ALABAMA )
COUNTY OF LAUDERDALE )
POWER OF ATTORNEY
(Dividend Reinvestment and Direct Stock Purchase Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Martin
Industries, Inc., whose signature appears below, hereby constitutes and appoints
William H. Martin, III, James D. Wilson and James W. Truitt, and each of them,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign a registration statement of Martin Industries,
Inc. on Form S-3 relating to the offering of up to 200,000 shares of the common
stock, $0.01 par value, of Martin Industries, Inc. pursuant to the Martin
Industries, Inc. Dividend Reinvestment and Direct Stock Purchase Plan, including
all amendments to such registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and with any state securities commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated this 15th day of July, 1997.
/s/ HERBERT J. DICKSON
---------------------------------
Herbert J. Dickson
<PAGE> 4
STATE OF ALABAMA )
COUNTY OF LAUDERDALE )
POWER OF ATTORNEY
(Dividend Reinvestment and Direct Stock Purchase Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Martin
Industries, Inc., whose signature appears below, hereby constitutes and appoints
William H. Martin, III, James D. Wilson and James W. Truitt, and each of them,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign a registration statement of Martin Industries,
Inc. on Form S-3 relating to the offering of up to 200,000 shares of the common
stock, $0.01 par value, of Martin Industries, Inc. pursuant to the Martin
Industries, Inc. Dividend Reinvestment and Direct Stock Purchase Plan, including
all amendments to such registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and with any state securities commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated this 15th day of July, 1997.
/s/ BILL G. HUGHEY
-------------------------------
Bill G. Hughey
<PAGE> 5
STATE OF ALABAMA )
COUNTY OF LAUDERDALE )
POWER OF ATTORNEY
(Dividend Reinvestment and Direct Stock Purchase Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Martin
Industries, Inc., whose signature appears below, hereby constitutes and appoints
William H. Martin, III, James D. Wilson and James W. Truitt, and each of them,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign a registration statement of Martin Industries,
Inc. on Form S-3 relating to the offering of up to 200,000 shares of the common
stock, $0.01 par value, of Martin Industries, Inc. pursuant to the Martin
Industries, Inc. Dividend Reinvestment and Direct Stock Purchase Plan, including
all amendments to such registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and with any state securities commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated this 15th day of July, 1997.
/s/ JIM D. CAUDLE, SR.
--------------------------------
Jim D. Caudle, Sr.
<PAGE> 6
STATE OF ALABAMA )
COUNTY OF LAUDERDALE )
POWER OF ATTORNEY
(Dividend Reinvestment and Direct Stock Purchase Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Martin
Industries, Inc., whose signature appears below, hereby constitutes and appoints
William H. Martin, III, James D. Wilson and James W. Truitt, and each of them,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign a registration statement of Martin Industries,
Inc. on Form S-3 relating to the offering of up to 200,000 shares of the common
stock, $0.01 par value, of Martin Industries, Inc. pursuant to the Martin
Industries, Inc. Dividend Reinvestment and Direct Stock Purchase Plan, including
all amendments to such registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and with any state securities commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated this 15th day of July, 1997.
/s/ CHARLES R. MARTIN
-------------------------------
Charles R. Martin
<PAGE> 7
STATE OF ALABAMA )
COUNTY OF LAUDERDALE )
POWER OF ATTORNEY
(Dividend Reinvestment and Direct Stock Purchase Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Martin
Industries, Inc., whose signature appears below, hereby constitutes and appoints
William H. Martin, III, James D. Wilson and James W. Truitt, and each of them,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign a registration statement of Martin Industries,
Inc. on Form S-3 relating to the offering of up to 200,000 shares of the common
stock, $0.01 par value, of Martin Industries, Inc. pursuant to the Martin
Industries, Inc. Dividend Reinvestment and Direct Stock Purchase Plan, including
all amendments to such registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and with any state securities commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated this 15th day of July, 1997.
/s/ LOUIS J. MARTIN, II
----------------------------------
Louis J. Martin, II
<PAGE> 8
STATE OF ALABAMA )
COUNTY OF LAUDERDALE )
POWER OF ATTORNEY
(Dividend Reinvestment and Direct Stock Purchase Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Martin
Industries, Inc., whose signature appears below, hereby constitutes and appoints
James D. Wilson and James W. Truitt, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign a registration statement of Martin Industries, Inc. on Form
S-3 relating to the offering of up to 200,000 shares of the common stock, $0.01
par value, of Martin Industries, Inc. pursuant to the Martin Industries, Inc.
Dividend Reinvestment and Direct Stock Purchase Plan, including all amendments
to such registration statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission and with any state securities commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Dated this 15th day of July, 1997.
/s/ WILLIAM H. MARTIN, III
-------------------------------
William H. Martin, III
<PAGE> 9
STATE OF ALABAMA )
COUNTY OF LAUDERDALE )
POWER OF ATTORNEY
(Dividend Reinvestment and Direct Stock Purchase Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer of Martin
Industries, Inc., whose signature appears below, hereby constitutes and appoints
William H. Martin, III, James D. Wilson and James W. Truitt, and each of them,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign a registration statement of Martin Industries,
Inc. on Form S-3 relating to the offering of up to 200,000 shares of the common
stock, $0.01 par value, of Martin Industries, Inc. pursuant to the Martin
Industries, Inc. Dividend Reinvestment and Direct Stock Purchase Plan, including
all amendments to such registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and with any state securities commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated this 15th day of July, 1997.
/s/ RODERICK V. SCHLOSSER
--------------------------------
Roderick V. Schlosser
<PAGE> 10
STATE OF ALABAMA )
COUNTY OF LAUDERDALE )
POWER OF ATTORNEY
(Dividend Reinvestment and Direct Stock Purchase Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Martin
Industries, Inc., whose signature appears below, hereby constitutes and appoints
William H. Martin, III and James D. Wilson, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign a registration statement of Martin Industries, Inc. on Form
S-3 relating to the offering of up to 200,000 shares of the common stock, $0.01
par value, of Martin Industries, Inc. pursuant to the Martin Industries, Inc.
Dividend Reinvestment and Direct Stock Purchase Plan, including all amendments
to such registration statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission and with any state securities commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Dated this 15th day of July, 1997.
/s/ JAMES W. TRUITT
-----------------------------
James W. Truitt
<PAGE> 11
STATE OF ALABAMA )
COUNTY OF LAUDERDALE )
POWER OF ATTORNEY
(Dividend Reinvestment and Direct Stock Purchase Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Martin
Industries, Inc., whose signature appears below, hereby constitutes and appoints
William H. Martin, III and James W. Truitt, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign a registration statement of Martin Industries, Inc. on Form
S-3 relating to the offering of up to 200,000 shares of the common stock, $0.01
par value, of Martin Industries, Inc. pursuant to the Martin Industries, Inc.
Dividend Reinvestment and Direct Stock Purchase Plan, including all amendments
to such registration statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission and with any state securities commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Dated this 15th day of July, 1997.
/s/ JAMES D. WILSON
-------------------------
James D. Wilson
<PAGE> 1
EXHIBIT 99
INSTRUCTIONS
1. Please check either Box 1 -- Dividend Reinvestment and Optional Cash
Payments or Box 2 -- Optional Cash Payments Only. Check Box 1 only if you
wish to reinvest cash dividends on some or all shares now registered in your
name. If you check Box 1, you will have the option to make additional cash
payments now or in the future. If you check Box 1, you also have the option
to check Box 1a and return to AmSouth any certificates you would like
deposited and registered in your Plan account. Any dividends that become
payable to you on your shares of stock that are deposited in your Plan
account will be reinvested and used to purchase shares without charge as
provided in the Plan. Check Box 2 if you only wish to make optional cash
payments. If you check Box 2, you will continue to receive cash dividends on
all shares now registered in your name.
2. If you checked Box 1, and:
-- you wish to reinvest cash dividends on all of the shares now
registered in your name and on any additional shares that may be
registered in your name in the future, write "ALL" in the box
provided.
-- you wish to reinvest cash dividends on all of the shares now
registered in your name but not on any additional shares that may be
registered in your name in the future, write the total number of
shares now registered in your name in the box provided.
-- you wish to reinvest cash dividends on less than all of the shares
now registered in your name and continue to receive a check for cash
dividends on the remaining shares, write the number of shares on
which you do wish dividends reinvested in the box provided.
If you check Box 1 but do not write "ALL" or a number of shares in the box
provided, "ALL" will be assumed.
Cash dividends on shares credited to your account under the Plan will be
automatically reinvested to purchase additional shares in accordance with
the Plan.
3. Be sure to date and sign the card and return it to AmSouth Bank, Corporate
Securities Services, Dividend Reinvestment, P.O. Box 11426, Birmingham,
Alabama 35202.
4. If you chose option 1 and 1a, please send us your unendorsed certificates
with this card to the address shown above. We recommend registered mail.
MARTIN INDUSTRIES, INC.
IMPORTANT -- READ INSTRUCTIONS
ON REVERSE SIDE BEFORE COMPLETING AND SIGNING.
DIVIDEND REINVESTMENT AND DIRECT STOCK PURCHASE PLAN
AUTHORIZATION FORM
(THIS IS NOT A PROXY)
DO NOT RETURN THIS CARD IF YOU DO
NOT WISH TO JOIN THE PLAN.
ALL OWNERS OF JOINT REGISTRATION MUST SIGN.
Authorization
I appoint AmSouth Bank as my agent under the Dividend Reinvestment and Direct
Stock Purchase Plan as described in the Prospectus which accompanied this card:
(CHECK EITHER BOX 1 OR BOX 2. CHECK BOX 1A FOR CUSTODIAL SERVICE.)
[ ] 1. DIVIDEND REINVESTMENT AND OPTIONAL CASH PAYMENTS -- take any dividends
that may become payable to me on my shares of Martin Industries, Inc.
Common Stock or any lesser number I may own and any optional cash
payments I choose to send and purchase shares as provided in the
Plan. [ *]
(*See Instruction 2 on the reverse side of this card.)
[ ] 1a. CUSTODIAL SERVICE -- deposit the attached Martin Industries, Inc.
Common Stock certificates and register the shares represented thereby
in my Plan account. I understand I must be a participant in the Plan
or have checked box 1 above. I also understand all dividends that may
become payable to me on these shares will automatically be reinvested
under the Plan.**
(**See Instructions 2 and 4 on the reverse side of this card.)
[ ] 2. OPTIONAL CASH PAYMENTS ONLY -- take the attached cash payment and future
optional cash payments I may choose to send and purchase shares as
provided in the Plan.
I may change or revoke this Authorization at any time by notifying Martin
Industries, Inc. in writing.
Date
- ----------------------------------------------------
Stockholder
- -----------------------------------------------
Stockholder
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