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"This document is a copy of the statement on Schedule 13G
(Amendment No. 1) filed on February 18, 1997 pursuant to a
Rule 201 temporary hardship exemption."
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
---------------
Martin Industries, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
57326K102
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(CUSIP Number)
Check the following box if a fee is being paid with this statement / /. (A
fee is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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<TABLE>
<S> <C>
13G
CUSIP No. 57326K102 PAGE 2 OF 7 PAGES
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William H. Martin, III
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF 5 SOLE VOTING POWER
SHARES 143,850 shares(1)
BENEFICIALLY ---------------------------------------------------------------------------------------------------------------
OWNED BY EACH 6 SHARED VOTING POWER
REPORTING
PERSON 3,430,747 shares(2)
WITH ---------------------------------------------------------------------------------------------------------------
7 SOLE DISPOSITIVE POWER
143,850 shares(1)
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8 SHARED DISPOSITIVE POWER
3,430,747 shares(2)
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,574,597 shares (1)(2)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
41%(3)
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TYPE OF REPORTING PERSON*
12
IN
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</TABLE>
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 7 pages
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ITEM 1. (a) NAME OF ISSUER: Martin Industries, Inc.
ITEM 1. (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
301 East Tennessee Street
Florence, Alabama 35630
ITEM 2. (a) NAME OF PERSON FILING: William H. Martin, III
ITEM 2. (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
301 East Tennessee Street
Florence, Alabama 35630
ITEM 2. (c) CITIZENSHIP: United States of America
ITEM 2. (d) TITLE OF CLASS OF SECURITIES: Common Stock, $0.01 par value
ITEM 2. (e) CUSIP NO.: 57326K102
ITEM 3. Not applicable
ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned:
3,574,597 shares (1)(2)
(b) Percent of Class: 41% (3)
(c) Number of Shares as to Which Such Person Has:
(i) Sole power to vote or to direct the vote:
143,850 shares (1)
(ii) Shared power to vote or to direct the vote:
3,430,747 shares (2)
(iii) Sole power to dispose or to direct the disposition of:
143,850 shares (1)
Page 3 of 7 pages
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(iv) Shared power to dispose or to direct the disposition of:
3,430,747 shares (2)
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
The reporting person is a member of the committee (the
"Administrative Committee") that is responsible for administering the Issuer's
Employee Stock Ownership Plan and Related Trust (the "ESOP"), which
responsibility includes directing the trustees of the ESOP with respect to the
voting of shares held by the ESOP which have not been allocated to the accounts
of participating employees and allocated shares for which no voting
instructions have been received by the trustees. Participants in the ESOP are
entitled to direct the voting of shares allocated to their ESOP accounts. To
the extent dividends are declared and paid, the dividends attributable to the
ESOP's shares, including shares allocated to participants' accounts, may,
pursuant to the terms of the ESOP, be directed by the Administrative Committee
to be used to reduce the debt incurred by the ESOP for its original acquisition
of the Common Stock held by the ESOP. In such event, the dividends paid with
respect to allocated shares are paid to participants in the form of additional
shares released to such participants' ESOP accounts. As of December 31, 1996,
the ESOP owned of record 3,429,747 shares of Common Stock, or 39.3% of the
shares outstanding presently, of which 1,368,888 shares have been allocated to
the accounts of participating employees.
In addition to the reporting person, James D. Wilson, James W.
Truitt, Louis J. Martin, II, William D. Biggs, Jim D. Caudle, Sr., Herbert J.
Dickson, Bill G. Hughey and Charles R. Martin also serve as members of the
Administrative Committee, and James D. Wilson, James W. Truitt and Louis J.
Martin, II serve as trustees of the ESOP. The individual members of the
Administrative Committee and the trustees also beneficially own additional
shares of Common Stock in the Company that are not owned of record by the ESOP,
and each member has made an individual filing on Schedule 13G. No member of
the Administrative Committee or trustee is currently a participant in the ESOP.
The reporting person disclaims beneficial ownership of the shares held by the
ESOP and further disclaims that the ESOP and its trustees and Administrative
Committee constitute a "group" for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
Page 4 of 7 pages
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ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable. See Item 6 above.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
Not applicable.
Page 5 of 7 pages
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NOTES TO SCHEDULE 13G
(1) Does not include 27,965 shares of Common Stock held by Mr. Martin's
spouse, with respect to which shares Mr. Martin disclaims
beneficial ownership, and 3,790 shares of Common Stock which Mr. Martin
is entitled to acquire pursuant to options to acquire said shares that
are not exercisable within 60 days.
(2) Includes 1,000 shares of Common Stock held jointly by Mr. Martin with
his spouse. Also, includes 3,429,747 shares of Common Stock held by
the Issuer's Employee Stock Ownership Plan and Related Trust
(the "ESOP"). Mr. Martin is a member of the committee that is
responsible for administering the ESOP (the "Administrative
Committee"), which responsibility includes directing the trustees of
the ESOP with respect to the voting of shares held by the ESOP which
have not been allocated to the accounts of participating employees and
allocated shares for which no voting instructions have been received by
the trustees. Participants in the ESOP are entitled to direct the
voting of shares allocated to their ESOP accounts. Pursuant to the
terms of the ESOP, the Administrative Committee is responsible for
certain investment decisions (including decisions regarding acquisition
and disposition) regarding assets held by the ESOP. In the event the
trustees of the ESOP receive an offer to sell or to tender all shares
of the Common Stock held by the ESOP, the Administrative Committee,
without solicitation of approval from participating employees (unless
the committee decides otherwise), determines whether or not to tender
or sell said shares. Mr. Martin is not currently a participant in the
ESOP and disclaims beneficial ownership of the Common Stock held by the
ESOP.
(3) Share information for purposes of determining the percentage of
outstanding Common Stock held by the reporting person is based upon
information regarding the number of outstanding shares of Common Stock
as of December 31, 1996 received from the Issuer on February 12, 1997.
Page 6 of 7 pages
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 13, 1997 /s/ WILLIAM H. MARTIN, III
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William H. Martin, III
