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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)
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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5 SOLE VOTING POWER
186,650 shares(1)
NUMBER OF ----------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,360,485 shares(2)(3)
EACH ----------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 186,650 shares(1)
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8 SHARED DISPOSITIVE POWER
3,360,485 shares(2)(3)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,547,135 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
40.47%(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 (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:
3,547,135 shares (1)(2)(3)
(b) Percent of Class: 40.47% (4)
(c) Number of Shares as to Which Such Person Has:
(i) Sole power to vote or to direct the vote:
186,650 shares (1)
(ii) Shared power to vote or to direct the vote:
3,360,485 (2)(3)
(iii) Sole power to dispose or to direct the disposition of:
186,650 shares (1)
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(iv) Shared power to dispose or to direct the disposition of:
3,360,485 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, 1997, the ESOP owned of record 3,330,050
shares of Common Stock, or 38.52% 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, William H. Martin, James
D. Wilson, 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, Roderick V. Schlosser 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. 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 120,525 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 7,000 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 30,435 shares of Common Stock held by Mr. Martin as custodian
for his minor children.
(3) 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. 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, 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/ LOUIS J. MARTIN, II
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Louis J. Martin, II
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