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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), (C) AND (D) AND AMENDMENTS THERETO FILED
PURSUANT TO 13D-2(B)
(AMENDMENT NO. )(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)
December 31, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-(c)
[X] Rule 13d-1(d)
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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)
Robert L. Goucher
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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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NUMBER OF 5 SOLE VOTING POWER
SHARES 0 shares(1)
BENEFICIALLY --------------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 3,103,635 shares(2)
REPORTING --------------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 0 shares(1)
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8 SHARED DISPOSITIVE POWER
3,103,635 shares(2)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,103,635 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
36.83%(3)
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TYPE OF REPORTING PERSON*
12
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: Robert L. Goucher
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:
3,103,635 shares (1)(2)
(b) Percent of Class: 36.83% (3)
(c) Number of Shares as to Which Such Person Has:
(i) Sole power to vote or to direct the vote:
0 shares (1)
(ii) Shared power to vote or to direct the vote:
3,103,635 (2)
(iii) Sole power to dispose or to direct the disposition of:
0 shares (1)
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(iv) Shared power to dispose or to direct the disposition of:
3,103,635 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. Mr. Goucher 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. 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, 1998, the ESOP owned of record 3,103,635
shares of Common Stock, or 36.83% of the shares outstanding on such date, of
which 1,742,341 shares had been allocated to the accounts of participating
employees.
In addition to the reporting person, William H. Martin, III,
William D. Biggs, Jim D. Caudle, Sr., Herbert J. Dickson, Bill G. Hughey, Louis
J. Martin, II, Charles R. Martin, and James J. Tanous serve as members of the
Administrative Committee, and Roderick V. Schlosser, 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 and 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 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.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable. See Item 6 above.
Page 4 of 7 pages
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ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
Not applicable.
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NOTES TO SCHEDULE 13G
(l) Does not include 100,000 shares of Common Stock which Mr. Goucher
is entitled to acquire pursuant to options to acquire said shares
that are not exercisable in full within 60 days.
(2) Includes 3,103,635 shares of Common Stock held by the Issuer's
Employee Stock Ownership Plan and Related Trust (the "ESOP"). Mr.
Goucher is a member of the committee (the "Administrative Committee")
that is responsible for administering 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. Mr. Goucher
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 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. Goucher 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) 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, 1998 received from the Issuer on February 8, 1999.
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 12, 1999 /s/ Robert L. Goucher
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Robert L. Goucher
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