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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)
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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)
December 31, 1999
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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 S13G PAGE 2 OF 7 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Charles R. Martin
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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
77,297.046 shares(1)
NUMBER OF ----------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,043,872 shares(2)(3)
EACH ----------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 77,297.046 shares(1)
WITH ----------------------------------------------------------
8 SHARED DISPOSITIVE POWER
3,043,872 shares(2)(3)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,121,169.046 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
36.36%(4)
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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: Charles R. Martin
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:
3,121,169.046 shares (1)(2)(3)
(b) Percent of Class: 36.36% (4)
(c) Number of Shares as to Which Such Person Has:
(i) Sole power to vote or to direct the vote:
77,297.046 shares(1)
(ii) Shared power to vote or to direct the vote:
3,043,872 shares (2)(3)
(iii) Sole power to dispose or to direct the disposition of:
77,297.046 shares(1)
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(iv) Shared power to dispose or to direct the disposition of:
3,043,872 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. 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, 1999, the ESOP owned of record
2,917,347 shares of Common Stock, or 34.04% of the shares outstanding at such
date, of which 1,875,288 shares had been allocated to the accounts of
participating employees.
In addition to the reporting person, William H. Martin, III, John L.
Duncan, William D. Biggs, Jim D. Caudle, Sr., Herbert J. Dickson, Bill G.
Hughey, James J. Tanous and Robert L. Goucher, also serve as members of the
Administrative Committee, and Robert L. Goucher, William F. Roberts and
Roderick V. Schlosser 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.
Goucher, Mr. Roberts 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 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 6. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Page 4 of 7 pages
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Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable. See Item 6 above.
ITEM 8. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 9. CERTIFICATION.
Not applicable.
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NOTES TO SCHEDULE 13G
(1) Includes 13,197 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 3,085 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. Also includes
shares of Common Stock acquired through the Issuer's Dividend
Reinvestment Plan which allows for the acquisition of fractional share
interests.
(2) Includes 126,525 shares of Common Stock held by the Charles H. Martin
Estate with respect to which Mr. Martin serves as a trustee. Mr. Martin
disclaims beneficial ownership of these shares.
(3) Includes 2,917,347 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. 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, 1999 received from the Issuer on 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/ CHARLES R. MARTIN
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Charles R. Martin
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