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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 )*
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Martin Industries, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value
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(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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CUSIP No. 57326K102 13G 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
Louis J. Martin, II
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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
BENEFICIALLY 162,692 shares(1)
OWNED BY ----------------------------------------------------------------------------------------------------------------
EACH 6 SHARED VOTING POWER
REPORTING
PERSON 3,454,368 shares(2)(3)
WITH ----------------------------------------------------------------------------------------------------------------
7 SOLE DISPOSITIVE POWER
162,692 shares(1)
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8 SHARED DISPOSITIVE POWER
3,454,368 shares(2)(3)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,617,060 shares (1)(2)(3)
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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
41.5%(4)
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TYPE OF REPORTING PERSON*
12 IN
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*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: Louis J. Martin, II
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:
3,617,060 shares (1)(2)(3)
(b) Percent of Class: 41.5% (4)
(c) Number of Shares as to Which Such Person Has:
(i) Sole power to vote or to direct the vote:
162,692 shares (1)
(ii) Shared power to vote or to direct the vote:
3,454,368 (2)(3)
(iii) Sole power to dispose or to direct the disposition of:
162,692 shares (1)
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(iv) Shared power to dispose or to direct the disposition of:
3,454,368 shares (2)(3)
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. The reporting person also serves as a
trustee of the ESOP. 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, William H. Martin, James D.
Wilson, James W. Truitt, 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 the reporting
person 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.
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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.
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NOTES TO SCHEDULE 13G
(1) Includes 103,025 shares of Common Stock which Mr. Martin is entitled to
acquire pursuant to options to acquire said shares that are exercisable
in full within 60 days. Does not include 17,500 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 24,621 shares of Common Stock held by Mr. Martin as custodian
for his minor children.
(3) 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. Mr. Martin also acts
as a trustee of the ESOP. 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.
(4) 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.
Also, solely for the purpose of computing the percentage of outstanding
Common Stock held by the reporting person, the shares of Common Stock
which the reporting person has the right to acquire upon exercise of
options that were exercisable within 60 days are deemed to be
outstanding.
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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/ LOUIS J. MARTIN, II
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Louis J. Martin, II
