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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-31499
PROSPECTUS SUPPLEMENT
dated September 23, 1998 to
Prospectus dated July 17, 1997
MARTIN INDUSTRIES, INC.
DIVIDEND REINVESTMENT AND DIRECT STOCK PURCHASE PLAN
200,000 SHARES OF COMMON STOCK
The information contained in the Prospectus relating to the Martin
Industries, Inc. Dividend Reinvestment and Direct Stock Purchase Plan (the
"Plan") is hereby supplemented and amended by the following information:
CHANGE IN PLAN AGENT. Effective September 28, 1998, SunTrust Bank, Atlanta
will serve as Plan Agent and will administer the Plan for Participants in
accordance with the terms of the Plan. All references to the Plan Agent in the
Prospectus are now deemed to refer to SunTrust Bank, Atlanta. Should SunTrust
Bank, Atlanta resign, or be asked to resign, another agent will be asked to
serve.
All completed Authorization Forms, requests for withdrawal, optional cash
payments, requests for certificates and all other communications, including
certificates to be deposited to Plan accounts, should be sent to the Plan Agent
addressed as follows:
SunTrust Bank, Atlanta
Stock Transfer Department
Mail Code 258
Post Office Box 4625
Atlanta, Georgia 30302
Checks or money orders made payable to the Plan Agent with respect to
optional cash payments under the Plan should be made payable to SunTrust Bank,
Atlanta as Plan Agent for Martin Industries, Inc. Dividend Reinvestment and
Direct Stock Purchase Plan.
QUESTIONS CONCERNING THE PLAN. Please address all inquiries or
correspondence concerning the Plan, including requests for an Authorization Form
to join the Plan, to:
SunTrust Bank, Atlanta
Stock Transfer Department
Mail Code 258
Post Office Box 4625
Atlanta, Georgia 30302
Please mention Martin Industries, Inc. in all your correspondence and, if
you are a Participant, give the number of your account. If you prefer, you may
call SunTrust Bank, Atlanta, Stock Transfer Department at 1-(800)-568-3476.
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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 SunTrust Bank, Atlanta 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 SunTrust Bank, Atlanta,
Stock Transfer Department, Mail Code 258, P.O. Box 4625, Atlanta, Georgia
30302.
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.
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MARTIN INDUSTRIES, INC. Authorization
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IMPORTANT -- READ INSTRUCTIONS I appoint SunTrust Bank, Atlanta (the "Plan
ON REVERSE SIDE BEFORE COMPLETING AND Agent") as my agent under the Dividend
SIGNING. 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.)
DIVIDEND REINVESTMENT AND DIRECT STOCK [ ] 1. DIVIDEND REINVESTMENT AND OPTIONAL CASH
PURCHASE PLAN PAYMENTS -- take any dividends that may become
payable to me on my shares of Martin
AUTHORIZATION FORM Industries, Inc. Common Stock or any
--------------------------- lesser number I may own and any optional
(THIS IS NOT A PROXY) cash payments I choose to send and
purchase shares as provided in the Plan.
DO NOT RETURN THIS CARD IF YOU DO NOT WISH [ *] (*See Instruction 2 on the
TO JOIN THE PLAN. 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 the Plan Agent in
writing.
Date
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Stockholder
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ALL OWNERS OF JOINT REGISTRATION MUST SIGN. Stockholder
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