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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, 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 13G PAGE 2 OF 7 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
John L. Duncan
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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
0 shares(1)
NUMBER OF --------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,917,347 shares(2)
EACH --------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 0 shares(1)
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8 SHARED DISPOSITIVE POWER
2,917,347 shares(2)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,917,347 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
34.04%(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: John L. Duncan
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:
2,917,347 shares(1)(2)
(b) Percent of Class: 34.04%(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:
2,917,347(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:
2,917,347 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. 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, 1999, the ESOP
owned of record 2,917,347 shares of Common Stock, or 34.04% of the shares
outstanding on 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, William D.
Biggs, Jim D. Caudle, Sr., Herbert J. Dickson, Bill G. Hughey, James J. Tanous,
Charles R. Martin and Robert L. Goucher 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. Except for 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 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
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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) Does not include 9,887 shares of Common Stock which Mr. Duncan is
entitled to acquire pursuant to options to acquire said shares that are
not exercisable in full within 60 days.
(2) Includes 2,917,347 shares of Common Stock held by the Issuer's Employee
Stock Ownership Plan and Related Trust (the "ESOP"). Mr. Duncan 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 the
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 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. Duncan is not currently a participant in the ESOP 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 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/ John L. Duncan
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John L. Duncan
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