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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. ) (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)
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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)
Roderick V. Schlosser
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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
SHARES 10,000 shares(1)
BENEFICIALLY ------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 3,330,050 shares(2)(3)
PERSON ------------------------------------------------------
WITH 7 SOLE DISPOSITIVE POWER
10,000 shares(1)
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8 SHARED DISPOSITIVE POWER
3,330,050 shares(2)(3)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,340,050 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
38.64%(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: Roderick V. Schlosser
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:
3,340,050 shares (1)(2)(3)
(b) Percent of Class: 38.64% (4)
(c) Number of Shares as to Which Such Person Has:
(i) Sole power to vote or to direct the vote:
10,000 shares (1)
(ii) Shared power to vote or to direct the vote:
3,330,050 (2)(3)
(iii) Sole power to dispose or to direct the disposition of:
10,000 shares (1)
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(iv) Shared power to dispose or to direct the disposition of:
3,330,050 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 serves as a trustee of the Issuer's Employee
Stock Ownership Plan and Related Trust (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
of the ESOP 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 38.52%
of the shares outstanding on such date, of which 1,619,851 shares had been
allocated to the accounts of participating employees.
William H. Martin, James D. Wilson, William D. Biggs, Jim D.
Caudle, Sr., Herbert J. Dickson, Bill G. Hughey, Louis J. Martin, II and Charles
R. Martin serve as members of the Administrative Committee, and James D. Wilson,
Louis J. Martin, II 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. Except for the reporting person, 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 that have
not been allocated to the participant'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.
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 6,000 shares of Common Stock which Mr. Schlosser is entitled to
acquire pursuant to options to acquire said shares that are exercisable
in full within 60 days. Does not include 7,000 shares of Common Stock
which Mr. Schlosser is entitled to acquire pursuant to options to acquire
said shares that are not exercisable within 60 days.
(2) Includes 3,330,050 shares of Common Stock held by the Issuer's Employee
Stock Ownership Plan and Related Trust (the "ESOP"). Mr. Schlosser 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 of the ESOP 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. Schlosser is
a participant in the ESOP but disclaims beneficial ownership of the
Common Stock held by the ESOP that has not been allocated to his account.
(3) Includes 8,400 shares of Common Stock that have been allocated to Mr.
Schlosser's account pursuant to the terms of the ESOP. Said 8,400 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.
(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/ RODERICK V. SCHLOSSER
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Roderick V. Schlosser
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