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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. 4)(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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(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-1(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 6 PAGES
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1 NAME OF REPORTING PERSON
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
193,650 shares(1)
NUMBER OF -------------------------------------------------------------
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 30,435 shares(2)
REPORTING -------------------------------------------------------------
PERSON
WITH 7 SOLE DISPOSITIVE POWER
193,650 shares(1)
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8 SHARED DISPOSITIVE POWER
30,435 shares(2)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
224,085 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
2.61%(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: 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:
224,085 shares (1)(2)
(b) Percent of Class: 2.61%(3)
(c) Number of Shares as to Which Such Person Has:
(i) Sole power to vote or to direct the vote:
193,650 shares(1)
(ii) Shared power to vote or to direct the vote:
30,435 shares (1)(2)
(iii) Sole power to dispose or to direct the disposition of:
193,650 shares(1)
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(iv) Shared power to dispose or to direct the disposition of:
30,435 shares (1)(2)
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this Statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
5% of the class of securities, check the following: |X|
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable. See Note 2 to Notes to Schedule 13G.
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.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
Not applicable.
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NOTES TO SCHEDULE 13G
(1) Includes 24,500 shares of Common Stock that Mr. Martin is entitled to
acquire pursuant to options to acquire said shares that are exercisable
in full within 60 days.
(2) Includes 30,435 shares of Common Stock held jointly by Mr. Martin as
custodian for his minor children. Prior to May 21, 1999, Mr. Martin
served as a member of the committee responsible for administering the
Issuer's Employee Stock Ownership Plan and Related Trust (the "ESOP"),
which ESOP held 2,917,347 shares at December 31, 1999. Prior to such
date, Mr. Martin also acted as a trustee of the ESOP. Mr. Martin ceased
serving as a member of the administrative committee of the ESOP and as
a trustee of the ESOP effective May 21, 1999, and disclaims beneficial
ownership of the Common Stock held by the ESOP.
(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, 1999 received from the Issuer as of February 2,
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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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 11, 2000 /s/ LOUIS J. MARTIN, II
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Louis J. Martin, II
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