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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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)
William D. Biggs, Sr., 100 Market Street
Panama City Beach, Florida 32413 (850) 234-5600
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 18, 2000
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss. ss. 240.13d-1(e), 240.13d- 1(f) or 240.13d-1(g), check
the following box. [ ]
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 for other
parties to whom copies are to be sent.
*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 13D PAGE 2 OF 7 PAGES
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1 Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only)
William D. Biggs, Sr.
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2 Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds (See Instructions)
BK
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization
United States of America
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7 Sole Voting Power
Number of 827,715 shares(1)
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Shares 8 Shared Voting Power
Beneficially 2,843,338 shares(2)
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Owned by 9 Sole Dispositive Power
Each Reporting 827,715 shares(1)
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Person With 10 Shared Dispositive Power
2,843,338 shares(2)
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,671,053 shares (1)(2)
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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13 Percent of Class Represented by Amount in Row (11)
42.7%(1)(2)(3)
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14 Type of Reporting Person (See Instructions)
IN
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ITEM 1. SECURITY AND ISSUER.
This statement relates to common stock, par value $0.01 per share
("Common Stock"), of Martin Industries, Inc., a Delaware corporation, with
principal executive offices at 301 East Tennessee Street, Florence, Alabama
35630 (the "Issuer" or "Company").
ITEM 2. IDENTITY AND BACKGROUND.
(a) William D. Biggs, Sr.;
(b) 100 Market Street, Panama City Beach, Florida 32413;
(c) Mr. Biggs serves as a partner of Carillon Beach, a real estate
development firm with executive offices at 100 Market Street,
Panama City Beach, Florida 32413.
(d) During the last five years, Mr. Biggs has not been convicted
in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, Mr. Biggs has not been a party to
a civil proceeding of a judicial or administrative body of
competent jurisdiction, nor as a result of any such proceeding
was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws, or
finding any violation with respect to such laws.
(f) United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The purchases made by Mr. Biggs which are the subject of this filing
were made with funds in the amount of $696,875, which Mr. Biggs obtained under a
personal line of credit with AmSouth Bank.
ITEM 4. PURPOSE OF TRANSACTION.
The securities reported hereunder were acquired and are held by Mr.
Biggs for investment purposes. Mr. Biggs is a director of the Company and in
such capacity participates in the decisions made by the Board of Directors of
the Company arising in the course of the business of the Company. Except as may
arise in his capacity as a director of the Company or as set forth in the final
paragraph of this Item 4, Mr. Biggs at present has no plans or proposals which
relate to or would result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of
its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
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(d) Any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies
on the board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of
a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Act; or
(j) Any action similar to any of those enumerated above.
Mr. Biggs may make additional purchases of shares of the Common Stock
in open market or privately negotiated transactions. Any such purchases will
depend upon his evaluation of his investment, the amounts of shares available
for purchase, share prices and other relevant circumstances. After Mr. Biggs'
review of his investment in the Company, Mr. Biggs may decide to sell shares of
Common Stock. Any such purchases or sales will depend upon Mr. Biggs' continuing
evaluation of the Company's business, financial condition and prospects, the
action of management and the Board of Directors of the Company, securities
market conditions, and other future developments. Mr. Biggs retains the right
from time to time to change the purpose or purposes for which he holds the
shares of Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Biggs directly holds 827,715 shares, or 9.6%, of the
Issuer's Common Stock (which number includes 33,715 shares of
Common Stock which Mr. Biggs is entitled to acquire pursuant
to options to acquire said shares that are exercisable in full
within 60 days). In addition, 2,843,338 shares of Common
Stock, or 33.2%, are held by the Issuer's Employee Stock
Ownership Plan and Related Trust (the "ESOP"). Mr. Biggs 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. 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
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committee decides otherwise), determines whether or not to
tender or sell said shares. Mr. Biggs is not currently a
participant in the ESOP and disclaims beneficial ownership of
the Common Stock held by the ESOP. Neither the filing of this
Schedule 13D nor any statement made herein shall be deemed an
admission that Mr. Biggs is, for the purposes of Section 13(d)
or 13(g) of the Act, the beneficial owner of any securities
covered by this Schedule 13D.
(b) Mr. Biggs beneficially owns the following number of shares of
Common Stock with:
Sole Voting Power: 827,715 shares of Common Stock
Shared Voting Power: 2,843,338 shares of Common Stock*
Sole Dispositive Power: 827,715 shares of Common Stock
Shared Dispositive Power: 2,843,338 shares of Common Stock*
*See Item 5(a) above.
(c) During the 60 day period ended as of the date hereof, Mr.
Biggs has purchased shares of Common Stock as follows:
<TABLE>
<CAPTION>
Number of Purchase Price
Date Shares Purchased Per Share
--------------- ---------------- --------------
<S> <C> <C>
August 18, 2000 370,000 $0.9375
August 24, 2000 400,000 $0.8750
</TABLE>
The purchase price of the shares of Common Stock reflected
herein is exclusive of any commissions or mark-ups paid by Mr.
Biggs in connection with his purchase of said shares. The
shares of Common Stock purchased by Mr. Biggs were acquired
through open market block purchases in broker's transactions.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
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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: August 28, 2000 /s/ WILLIAM D. BIGGS, SR.
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William D. Biggs, Sr.
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NOTES TO SCHEDULE 13D
(1) Includes 33,715 shares of Common Stock which Mr. Biggs is entitled to
acquire pursuant to options to acquire said shares that are exercisable
in full within 60 days. Does not include 14,741 shares of Common Stock
which Mr. Biggs is entitled to acquire pursuant to options to acquire
said shares that are not exercisable within 60 days.
(2) Includes 2,843,338 shares of Common Stock held by the Issuer's Employee
Stock Ownership Plan and Related Trust (the "ESOP"). See Item 5(a).
(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 August 23, 2000 received from the Issuer on August 24, 2000.
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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