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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) 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)
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 6 PAGES
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<TABLE>
<S> <C> <C>
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Martin Industries, Inc. Employee Stock Ownership Plan and Related Trust
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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
Alabama, U.S.A.
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NUMBER OF 5 SOLE VOTING POWER
SHARES 1,042,059 shares(1)
BENEFICIALLY ---------------------------------------------------------
OWNED BY
EACH 6 SHARED VOTING POWER
REPORTING 1,875,288 shares(1)
PERSON ---------------------------------------------------------
WITH
7 SOLE DISPOSITIVE POWER
1,042,059 shares(1)
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8 SHARED DISPOSITIVE POWER
1,875,288 shares(1)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,917,347 shares(1)
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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%(2)
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TYPE OF REPORTING PERSON*
12 EP
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</TABLE>
*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: Martin Industries, Inc.
Employee Stock Ownership
Plan and Related Trust
ITEM 2. (B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
301 East Tennessee Street
Florence, Alabama 35630
ITEM 2. (C) PLACE OF ORGANIZATION: Delaware, U.S.A.
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)
(b) Percent of Class: 34.04%(2)
(c) Number of Shares as to Which Such Person Has:
(i) Sole power to vote or to direct the vote:
1,042,059 shares(1)
(ii) Shared power to vote or to direct the vote:
1,875,288 shares(1)
(iii) Sole power to dispose or to direct the disposition of:
1,042,059 shares(1)
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(iv) Shared power to dispose or to direct the disposition of:
1,875,288 shares(1)
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 shares of Issuer Common Stock held by the reporting person are
held in trust for the exclusive benefit of participants in the Martin
Industries, Inc. Employee Stock Ownership Plan and Related Trust (the "ESOP" or
the "reporting person") and their beneficiaries. Pursuant to the terms of the
ESOP, cash dividends paid on shares of Common Stock held of record by the ESOP,
including shares allocated to the accounts of participants, may, in the
discretion of the committee responsible for administering the ESOP, be
accumulated in the ESOP, may be paid to participants currently (in the case of
shares allocated to the accounts of participants) or may be used to reduce the
outstanding amount of the loan incurred by the ESOP which was used to purchase
Common Stock of the Issuer (the "Securities Acquisition Loan"). If cash
dividends are used to repay the Securities Acquisition Loan, the dividends paid
with respect to allocated shares of Common Stock are paid to participants in the
form of additional shares of Common Stock 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 of Common Stock outstanding on such date,
of which 1,875,288 shares had been allocated to the accounts of participating
employees.
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 Note 1 to Notes to Schedule 13G.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
Not applicable.
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NOTES TO SCHEDULE 13G
(1) As of December 31, 1999, the ESOP held of record 2,917,347 shares of
Common Stock, or 34.04% of the shares of Common Stock outstanding on
such date, 1,875,288 of which shares had been allocated to the accounts
of employees participating in the ESOP. The shares held by the ESOP are
held in trust for the exclusive benefit of the employees participating
in the ESOP and their beneficiaries. The committee responsible for
administering the ESOP (the "Administrative Committee") directs the
vote of the shares that have not been allocated to participants'
accounts. Participants are entitled under the ESOP to direct the voting
of the Common Stock held in their accounts; however, in the event the
trustees of the ESOP do not receive voting instructions from
participants, the Administrative Committee directs the voting of said
shares. 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 addition, in the event the trustees of the ESOP receive an
offer to sell or to tender all shares of 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.
William H. Martin, III, John L. Duncan, William D. Biggs, Jim D.
Caudle, Sr., Herbert J. Dickson, Bill G. Hughey, 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
Roderick V. Schlosser serve as the 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 the 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.
This filing shall not be deemed an admission that the ESOP is, for
purposes of Section 13(d) of the Securities Exchange Act or otherwise,
the beneficial owner of any equity securities covered by this Schedule
13G.
(2) 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.
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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/ ROBERT L. GOUCHER
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Robert L. Goucher
Trustee
February 11, 2000 /S/ WILLIAM F. ROBERTS
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William F. Roberts
Trustee
February 11, 2000 /S/ RODERICK V. SCHLOSSER
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Roderick V. Schlosser
Trustee
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