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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)
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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 6 PAGES
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Martin Industries, Inc. Employee Stock Ownership Plan and Related Trust
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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
Alabama, U.S.A.
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5 SOLE VOTING POWER
NUMBER OF 1,710,199 shares(1)
SHARES -----------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 1,619,851 shares(1)
REPORTING -----------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH
1,710,199 shares(1)
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8 SHARED DISPOSITIVE POWER
1,619,851 shares(1)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,330,050 shares (1)
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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
38.52%(2)
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12 TYPE OF REPORTING PERSON*
EP
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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: Martin Industries, Inc. Employee Stock
Ownership Plan and Related Trust
ITEM 2. (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
301 East Tennessee Street
Florence, Alabama 35630
ITEM 2. (c) PLACE OF ORGANIZATION: Delaware, U.S.A.
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:
3,330,050 shares (1)
(b) Percent of Class: 38.52% (2)
(c) Number of Shares as to Which Such Person Has:
(i) Sole power to vote or to direct the vote:
1,710,199 shares (1)
(ii) Shared power to vote or to direct the vote:
1,619,851 shares (1)
(iii) Sole power to dispose or to direct the disposition of:
1,710,199 shares (1)
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(iv) Shared power to dispose or to direct the disposition of:
1,619,851 shares (1)
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 shares of Issuer Common Stock held by the reporting person are
held in trust for the exclusive benefit of participants in the Martin
Industries, Inc. Employee Stock Ownership Plan and Related Trust (the "ESOP" or
the "reporting person") and their beneficiaries. Pursuant to the terms of the
ESOP, cash dividends paid on shares of Common Stock held of record by the ESOP,
including shares allocated to the accounts of participants, may, in the
discretion of the committee responsible for administering the ESOP, be
accumulated in the ESOP, may be paid to participants currently (in the case of
shares allocated to the accounts of participants) or may be used to reduce the
outstanding amount of the loan incurred by the ESOP which was used to purchase
Common Stock of the Issuer (the "Securities Acquisition Loan"). If cash
dividends are used to repay the Securities Acquisition Loan, the dividends paid
with respect to allocated shares of Common Stock are paid to participants in the
form of additional shares of Common Stock 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 of Common Stock outstanding on such date,
of which 1,619,851 shares had been allocated to the accounts of participating
employees.
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 Note 1 to Notes to Schedule 13G.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
Not applicable.
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NOTES TO SCHEDULE 13G
(1) As of December 31, 1997, the ESOP held of record 3,330,050 shares of
Common Stock, or 38.52% of the shares of Common Stock outstanding on such
date, 1,619,851 of which shares had been allocated to the accounts of
employees participating in the ESOP. The shares held by the ESOP are held
in trust for the exclusive benefit of the employees participating in the
ESOP and their beneficiaries. The committee responsible for administering
the ESOP (the "Administrative Committee") directs the vote of the shares
that have not been allocated to participants' accounts. Participants are
entitled under the ESOP to direct the voting of the Common Stock held in
their accounts; however, in the event the trustees of the ESOP do not
receive voting instructions from participants, the Administrative
Committee directs the voting of said shares. 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 addition, in the event the trustees
of the ESOP receive an offer to sell or to tender all shares of 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.
William H. Martin, James D. Wilson, Louis J. Martin, II, William D.
Biggs, Jim D. Caudle, Sr., Herbert J. Dickson, Bill G. Hughey and Charles
R. Martin serve as members of the Administrative Committee, and James D.
Wilson, Louis J. Martin, II and Roderick V. Schlosser serve as the
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 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 the 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.
This filing shall not be deemed an admission that the ESOP is, for
purposes of Section 13(d) of the Securities Exchange Act or otherwise,
the beneficial owner of any equity securities covered by this Schedule
13G.
(2) 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 as of February 9, 1998.
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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/ JAMES D. WILSON
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James D. Wilson
Trustee
February 13, 1998 /s/ LOUIS J. MARTIN, II
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Louis J. Martin, II
Trustee
February 13, 1998 /s/ RODERICK V. SCHLOSSER
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Roderick V. Schlosser
Trustee
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