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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) AND (c) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(AMENDMENT NO. 2 )(1)
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)
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(1)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 (ENTITIES ONLY)
Bill G. Hughey
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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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5 SOLE VOTING POWER
NUMBER OF 101,485.4 shares(1)
SHARES --------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 3,330,550 shares(2)(3)
REPORTING --------------------------------------------------------
PERSON SOLE DISPOSITIVE POWER
WITH
101,485.4 shares(1)
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8 SHARED DISPOSITIVE POWER
3,330,550 shares(2)(3)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,432,035.4 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
39.7%(4)
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12 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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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: Bill G. Hughey
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 2. OWNERSHIP.
(a) Amount Beneficially Owned:
3,432,035.4 shares (1)(2)(3)
(b) Percent of Class: 39.7% (4)
(c) Number of Shares as to Which Such Person Has:
(i) Sole power to vote or to direct the vote:
101,485.4 shares(1)
(ii) Shared power to vote or to direct the vote:
3,330,550 shares (2)(3)
(iii) Sole power to dispose or to direct the disposition of:
101,485.4 shares(1)
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(iv) Shared power to dispose or to direct the disposition of:
3,330,550 shares (2)(3)
ITEM 3. 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, 1997, the ESOP
owned of record 3,330,050 shares of Common Stock, or 38.5% of the shares
outstanding at such date, of which 1,619,851 shares had been allocated to the
accounts of participating employees.
In addition to the reporting person, William H. Martin, James D.
Wilson, Louis J. Martin, II, William D. Biggs, Jim D. Caudle, Sr., Herbert J.
Dickson, and Charles R. Martin also serve as members of the Administrative
Committee, and James D. Wilson, Louis J. Martin, II and Roderick V. Schlosser
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. Other than Mr. Schlosser, no
member of the Administrative Committee or trustee is currently a participant in
the ESOP, although Mr. Hughey's daughter, Elizabeth H. Hill, who is adult age
and does not share the same household with Mr. Hughey, had 283 shares allocated
to her account as of December 31, 1997. The 283 shares allocated to Mrs. Hill's
ESOP account are not included in the shares reported on this Schedule 13G. The
283 shares is an estimated number. The final determination of shares of Common
Stock to be allocated under the ESOP for 1997 had not been made as of the date
of this filing. The reporting person disclaims beneficial ownership of the
shares held by the ESOP, including, without limitation, the shares allocated to
Mrs. Hill's account, 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.
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ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
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 1,800 shares of Common Stock which Mr. Hughey is entitled to
acquire pursuant to options to acquire said shares that are exercisable
within 60 days. Also includes shares of Common Stock acquired through
the Issuer's Dividend Reinvestment Plan which allows for the
acquisition of fractional share interests. Does not include 1,778
shares of Common Stock which Mr. Hughey is entitled to acquire pursuant
to options to acquire said shares that are not exercisable within 60
days.
(2) Includes 500 shares of Common Stock which Mr. Hughey owns jointly with
his spouse. Does not include 10,360 shares owned by Mr. Hughey's
spouse, with respect to which shares Mr. Hughey disclaims beneficial
ownership.
(3) Includes 3,330,050 shares of Common Stock held by the Issuer's Employee
Stock Ownership Plan and Related Trust (the "ESOP"). Mr. Hughey 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. Hughey is
not currently a participant in the ESOP, although his daughter,
Elizabeth H. Hill, who is adult age, does not share the same household
with Mr. Hughey and who is no longer an employee of the Issuer, had
approximately 283 shares allocated to her account in the ESOP as of
December 31, 1997. The 283 shares allocated to Mrs. Hill's ESOP account
are not included in the shares reported on this Schedule 13G. The 283
shares is an estimated number. The final determination of shares of
Common Stock to be allocated under the ESOP for 1997 had not been made
as of the date of this filing. Mr. Hughey disclaims beneficial
ownership of the Common Stock held by the ESOP, including, without
limitation, the shares allocated to Mrs. Hill's account.
(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, 1997 received from the Issuer on February 9, 1998.
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, 1998 /s/ BILL G. HUGHEY
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Bill G. Hughey
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