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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. 2)(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-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 7 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Roderick V. Schlosser
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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
18,279.1555 shares(1)
NUMBER OF --------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,917,347 shares(2)(3)
EACH --------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 18,279.1555 shares(1)
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8 SHARED DISPOSITIVE POWER
2,917,347 shares(2)(3)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,935,626.1555 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
34.20%(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: Roderick V. Schlosser
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:
2,935,626.1555 shares(1)(2)(3)
(b) Percent of Class: 34.20%(4)
(c) Number of Shares as to Which Such Person Has:
(i) Sole power to vote or to direct the vote:
18,279.1555 shares(1)
(ii) Shared power to vote or to direct the vote:
2,917,347(2)(3)
(iii) Sole power to dispose or to direct the disposition of:
18,279.1555 shares(1)
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(iv) Shared power to dispose or to direct the disposition of:
2,917,347 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 serves as a trustee of the Issuer's
Employee Stock Ownership Plan and Related Trust (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, 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.
William H. Martin, III, William D. Biggs, Jim D. Caudle, Sr.,
Herbert J. Dickson, Bill G. Hughey, John L. Duncan, Charles R. Martin, James J.
Tanous and Robert L. Goucher serve as members of the Administrative Committee,
and Robert L. Goucher, William F. Roberts 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 Mr. Goucher, Mr. Roberts and the
reporting person, 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.
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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) Includes 13,000 shares of Common Stock which Mr. Schlosser is entitled
to acquire pursuant to options to acquire said shares that are
exercisable in full 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 2,917,347 shares of Common Stock held by the Issuer's Employee
Stock Ownership Plan and Related Trust (the "ESOP"). Mr. Schlosser 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. Schlosser
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) Includes 11,305 shares of Common Stock that have been allocated to Mr.
Schlosser's account pursuant to the terms of the ESOP. The final
determination of shares of Common Stock to be allocated under the ESOP
for 1999 had not been made as of the date of this filing. Therefore,
the 11,305 shares do not include the allocation of shares to be made
for 1999.
(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/ Roderick V. Schlosser
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Roderick V. Schlosser
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