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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)
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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5 SOLE VOTING POWER
150,826 shares(1)
NUMBER OF ----------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,331,050 shares(2)
EACH ----------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 150,826 shares(1)
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8 SHARED DISPOSITIVE POWER
3,331,050 shares(2)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,481,876 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
40.2%(3)
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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: 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:
3,481,876 shares (1)(2)
(b) Percent of Class: 40.2% (3)
(c) Number of Shares as to Which Such Person Has:
(i) Sole power to vote or to direct the vote:
150,826 shares (1)
(ii) Shared power to vote or to direct the vote:
3,331,050 shares (2)
(iii) Sole power to dispose or to direct the disposition of:
150,826 shares (1)
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(iv) Shared power to dispose or to direct the disposition of:
3,331,050 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, 1997, the ESOP
owned of record 3,330,050 shares of Common Stock, or 38.5% of the shares
outstanding at such time, of which 1,619,851 shares had been allocated to the
accounts of participating employees.
In addition to the reporting person, James D. Wilson, 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, 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. 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 6,976 shares of Common Stock which Mr. Martin is entitled to
acquire pursuant to options to acquire said shares that are exercisable
within 60 days. 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 9,436 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 3,330,050 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, 1997 received from the Issuer on February 9, 1998.
Also, solely for purposes of computing the percentage of outstanding
Common Stock held by the reporting person, the shares of Common Stock
which the reporting person had 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/ WILLIAM H. MARTIN, III
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William H. Martin, III
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