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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED APRIL 1, 1995
COMMISSION FILE NUMBER: 0-1532
MARSH SUPERMARKETS, INC.
(Exact name of registrant as specified in its charter)
INDIANA 35-0918179
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
9800 CROSSPOINT BOULEVARD, INDIANAPOLIS, 46256-3350
INDIANA (Zip Code)
(Address of principal executive offices)
317-594-2100
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: None
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Class A Common Stock
Class B Common Stock
7% Convertible Subordinated Debentures, due 2003
Registrant (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and
(2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained to the
best of the Registrant's knowledge, in the definitive proxy statement
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K:
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Aggregate market value of Class A Common Stock held by non-affiliates of
the Registrant as of June 5, 1995: $35,774,626. This calculation assumes all
shares of Common Stock beneficially held by officers and members of the Board of
Directors of the Registrant are owned by "affiliates", a status which each of
the officers and directors individually disclaims.
At June 5, 1995, there were 3,879,123 shares of Class A Common Stock and
4,588,415 shares of Class B Common Stock outstanding.
Portions of the annual shareholders report for the year ended April 1, 1995
are incorporated by reference into Parts I and II.
Portions of the proxy statement for the annual shareholders' meeting to be
held August 1, 1995, are incorporated by reference into Part III.
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PART I
ITEM 1. BUSINESS
GENERAL
At April 1, 1995, Marsh Supermarkets, Inc. (the "Company" or "Marsh")
operated 88 supermarkets and 181 Village Pantry convenience stores in central
Indiana and western Ohio. The Company believes Marsh supermarkets have one of
the largest market shares of supermarket chains operating in its market area and
Village Pantry has one of the largest market shares of convenience stores in its
market area. Marsh owns and operates a specialized convenience store
distribution business which services its Village Pantry stores as well as over
1,350 unaffiliated convenience stores in an eight-state area. Marsh also owns
and operates a catering, vending and food services division.
SUPERMARKETS
At April 1, 1995, the Company operated 88 supermarkets, 75 in central
Indiana and 13 in western Ohio. The 36 stores in the Indianapolis metropolitan
market area constitute the Company's major market. The remaining supermarkets
operate in 35 other communities. Sales from supermarket operations represent
approximately 72% of the Company's fiscal 1995 consolidated sales and other
revenues.
The Company's supermarket merchandising strategy emphasizes service,
quality and convenient one-stop shopping at competitive prices. Of the Company's
supermarkets, 62 are open 24 hours a day, 15 are open until midnight, with the
remainder having various other schedules. All stores are open seven days a week.
The Company believes providing quality merchandise is an important factor
in maintaining and expanding its customer base. In recent years, the Company has
devoted a greater proportion of new and remodeled stores to fresh, high quality
perishables, such as produce, delicatessen items, baked goods, prepared foods,
seafood and floral items. The Company believes fresh produce is an important
customer draw; therefore, it focuses on buying premium quality produce
worldwide. The geographic concentration of the supermarkets enables the Company
to deliver fresh items to its stores quickly and frequently.
The Company's new and expanded large supermarket store format offers
customers convenient one-stop shopping. Its Marsh supermarkets feature an
extended line of traditional grocery store items as well as a broad array of
service and specialty departments such as delicatessens, bakeries, prepared
foods, prime cut meats, fresh seafood, floral and video rental. The Company
features nationally advertised and distributed merchandise and products under
its own trademarks, service marks and trade names. Service and specialty
departments included in Marsh supermarkets include delicatessens and prepared
foods (88 stores), bakeries (88), prime cut service meat (58), fresh service
seafood (58), floral shops (61), imported cheese shops (49), salad bars (49),
video rental (78), and shoe repair (18). Nineteen of the Company's supermarkets
include pharmacies in food and drug combination stores. To combat increasing
competition from other retail formats, such as wholesale clubs, 55 of the
Company's supermarkets also include warehouse-type sections offering large size
and multi-pack products typically featured by wholesale clubs, priced
competitively with club prices. In addition, banks or savings institutions
operate branch facilities in 38 of the Company's stores.
The Company has expanded its large supermarket store format with new
generation superstores in excess of 80,000 square feet. The Company currently
operates four such stores and plans to build an additional one in Lafayette,
Indiana within the next year. Approximately one-third of the sales area in this
type of store is devoted to merchandising fresh, high quality perishable
products, with heavy emphasis on delicatessens, bakeries, prepared foods and
produce. In addition, up to approximately 5,000 square feet are devoted to the
warehouse-type merchandising of bulk club pack merchandise.
The Company has developed a smaller, low-price supermarket format with
limited service and specialty departments as an alternative to the large, full
service supermarket. As of April 1, 1995, the Company operated seven of its
supermarkets under this concept. Subsequent to April 1, 1995, three conventional
Marsh supermarkets were converted to this format. The stores operate under the
trade name LoBill Foods. There is an ongoing development program within the
Company's market area to construct new LoBill stores and to
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remodel selected Marsh supermarkets to the LoBill format. The Company believes
the LoBill format offers an opportunity to maximize its market area by expanding
into smaller communities that can be better served by that format, and to appeal
to the price motivated consumer in markets currently serviced by traditional
Marsh stores.
The Company's supermarkets range in size from 15,000 to 81,530 square feet.
The average size is approximately 35,900 square feet. The Company has an ongoing
development program of constructing larger Marsh supermarkets within its market
area and remodeling, enlarging and replacing existing supermarkets. Future
development will continue to focus on a food and drug combination store format
of approximately 50,000 to 60,000 square feet, with superstores in excess of
80,000 square feet in select locations. The Company believes a larger store
format enables it to offer a wider variety of products and expanded service and
specialty departments, thereby strengthening its competitive position. The
following summarizes the number of stores by size categories:
NUMBER
SQUARE FEET OF STORES
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More than 70,000................................................ 4
50,000 - 70,000................................................. 7
40,000 - 49,999................................................. 7
30,000 - 39,999................................................. 36
20,000 - 29,999................................................. 30
Less than 20,000................................................ 4
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The Company advertises through various media, including circulars,
newspapers, radio and television. Printed circulars are used extensively on a
weekly basis to advertise featured items. The focus of the television campaign
promotes a quality and service image rather than specific products and prices.
The Indianapolis television market covers approximately 80% of the Company's
stores. Various sales enhancement promotional activities, including free grocery
and other programs designed to encourage repeat shoppers, are conducted as an
important part of the Company's merchandising strategy.
CONVENIENCE STORES
At April 1, 1995, the Company operated 188 convenience stores under the
Village Pantry trade name. These self-service stores offer a broad selection of
grocery, bakery, dairy and delicatessen items including freshly prepared food
products. Approximately 60% of the stores also offer petroleum products. Sales
from the convenience stores represented approximately 13% of the Company's
fiscal 1995 consolidated sales and other revenues. Carry-out cold beer, a
high-volume item typically found in convenience stores in other states, may be
sold only by package liquor stores and taverns in Indiana; accordingly, it is
not sold in the Company's convenience stores. In Indiana, all but six of the
Company's convenience stores are open 24 hours a day; the remaining stores close
at 11:00 P.M. or midnight. All stores are open seven days a week.
These stores offer fresh pastry products and sandwiches prepared in the
stores. The Company has added higher margin food and beverage products, such as
store-prepared pizza (39 stores), broasted chicken (43 stores), self-service
fountain drinks, as well as sit-down eating areas in a number of stores. The
Company has an ongoing program of remodeling, upgrading and replacing existing
Village Pantry stores with particular emphasis on developing locations that will
yield a high volume of gasoline sales. New stores generally average 3,700-4,500
square feet, compared to 1,800-2,500 square feet for older stores. The larger
size accommodates the new food products. In constructing new, and remodeling and
expanding existing stores, the Company tailors the format to each specific
market, with heavy emphasis on food service in areas which the Company believes
to be less susceptible to intense competition from major fast food operators,
such as smaller towns and high density neighborhoods.
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CONVENIENCE STORE DISTRIBUTING COMPANY ("CSDC")
CSDC, a wholly-owned subsidiary of the Company, serves the Company's
Village Pantry stores and over 1,350 unaffiliated stores in an eight-state area.
CSDC distributes a wide range of products typically sold in convenience stores,
including groceries, cigarette and other tobacco products, snack items,
housewares and health and beauty aids. Customers have the opportunity to order
most product lines in single units. CSDC owns a 210,000 square foot warehouse
and distribution facility in Richmond, Indiana, which the Company estimates is
operating at 70% of capacity. CSDC utilizes its own trucks and drivers for its
transportation needs. The CSDC sales and marketing staff of approximately 27
employees services existing customers and actively solicits new customers. CSDC
accounted for approximately 15% of the Company's fiscal 1995 consolidated sales
and other revenues.
SUPPLY AND DISTRIBUTION
The Company supplies its supermarkets from three Company-operated
distribution facilities. Dry grocery and frozen food products are distributed
from a 409,000 square foot leased facility in Indianapolis. Produce and meat
products are distributed from a leased 128,000 square foot perishable products
facility in Yorktown, Indiana. Non-food products are distributed from 180,000
square feet of the 388,000 square foot Company owned warehouse (and former
corporate headquarters facility) in Yorktown. In addition, the Company leases a
150,000 square foot warehouse for storage of forward purchases of merchandise
and seasonal items. Additional outside warehouse space is leased as needed to
meet seasonal demand.
The Company's distribution centers are modern and highly automated.
Merchandise is controlled through an on-line computerized buying and inventory
control system. The Company believes its distribution centers are adequate for
its needs for the foreseeable future without major additional capital
investment. The Company estimates its supermarket distribution centers currently
operate at approximately 75% of capacity. Approximately 80% of the delivery
trips from distribution centers to supermarkets are 75 miles or less.
The Company believes centralized direct buying from major producers and
growers and its purchasing and distribution functions provide it with advantages
compared to purchasing from a third-party wholesaler. Direct buying, centralized
purchasing, and controlled distribution reduce merchandise cost by allowing the
Company to minimize purchases from wholesalers and distributors and to take
advantage of volume buying opportunities and forward purchases of merchandise.
Centralized purchasing and distribution promote a consistent merchandising
strategy throughout the Company's supermarkets. Rapid inventory turnover at the
warehouse permits the Company's stores to offer consistently fresh, high-quality
products. Through frequent deliveries to the stores, the Company is able to
reduce in-store stockroom space and increase square footage available for retail
selling.
Some products, principally bakery, dairy and beverage items, and snack
foods are delivered directly to the supermarkets and convenience stores by
distributors of national and regional brands.
CSDC supplies grocery, produce, housewares, and health and beauty aid
products to the Company's convenience stores.
The Company operates a commissary to produce products sold through the
delicatessen departments of its supermarkets and convenience stores and to third
parties through CSDC. A Company owned greenhouse provides many of the live
potted plants sold in the supermarket floral departments.
The Company's supermarket transportation function is performed by Ruan
Transportation Management Systems ("Ruan"), an unaffiliated transportation
management and equipment leasing company. This service is provided under a seven
year contract dated September 18, 1987, which is automatically renewed for
successive one year terms unless canceled by Ruan or the Company at least sixty
days prior to the anniversary date, subject to early cancellation in stages
under certain conditions. Under the arrangement, Ruan employs the drivers,
dispatchers and maintenance personnel who perform the Company's distribution
function. A subsidiary of the Company leases most of its tractor/trailer fleet
from Ruan under long-term, full service leases.
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MANAGEMENT INFORMATION SYSTEMS
All of the Company's supermarkets are equipped with electronic scanning
checkout systems. This minimizes item pricing, allows more efficient and
accurate checkout line operation, and provides product movement data for
merchandising decisions and other purposes.
The Company utilizes in-store micro-computers in the supermarkets to
automate various tasks, such as electronic messaging, processing the receiving
and billing of vendor direct-store-delivered (DSD) merchandise at the store
level, processing of video rentals, processing pharmacy records in the 19 food
and drug combination stores, and time keeping for payroll processing. Future
applications, currently under development, include computer-assisted reordering.
All convenience stores are equipped with micro-computers for electronic
transmission of accounting and merchandising data to headquarters, electronic
messaging and processing DSD merchandise receiving and billing.
A point-of-sale electronic funds transfer and credit card system is in
place in 83 supermarkets. Through the use of a bank debit card, a customer can
authorize the immediate transfer of funds from the customer's account to the
Company at the point of purchase.
COMPETITION
The retail food industry is highly competitive. Marsh believes competitive
factors include quality perishable products, service, price, location, product
variety, physical layout and design of store interior, ease of ingress and
egress to the store and minimal out-of-stock conditions. Marsh endeavors to
concentrate its efforts on all of these factors with special emphasis on
maintaining high quality store conditions, high quality perishable products,
expanded service and specialty departments, and competitive pricing.
The Company believes it is one of the largest supermarket chains operating
in its market area. The Company's supermarkets are subject to competition from
local, regional and national supermarket chains, independent supermarkets, and
other retail formats, such as discount stores and wholesale clubs. The number of
competitors and degree of competition experienced by the Company's supermarkets
vary by location, with the Indianapolis metropolitan market generally being
subject to more price competition than the smaller markets.
In recent years, the principal supermarket chain competitors have been The
Kroger Co. and Super Valu Food Stores, Inc., operating in the Indianapolis
market through its "Cub Foods" stores. Meijer, Inc. currently operates three
large food and general merchandise combination stores in the Company's Ohio
market area, four stores in the Indianapolis market, and has five stores under
construction that are scheduled to open during the next twelve months.
The Company believes Village Pantry is one of the largest convenience store
chains operating in its market area. Its major competitors are petroleum
marketing companies which have been converting or expanding gasoline locations
to include convenience food operations. Major national convenience store chains
do not have a significant presence in the Company's marketing area. The Company
believes the principal competitive factor for convenience stores is location,
and it actively pursues the acquisition of attractive sites for replacing
existing stores and future development of new stores.
The Company believes the primary competitive factors in CSDC's wholesale
distribution business are pricing, timeliness and accuracy of deliveries. CSDC's
major competitors are McLane Company, Inc. and several regional wholesale
distributors.
SEASONALITY
Marsh's supermarket sales are subject to some seasonal fluctuation, as are
other retail food chains. Traditionally, higher sales occur during the third
quarter holiday season, and lower sales occur in the warm weather months of the
second quarter. Convenience store sales traditionally peak in the summer months.
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EMPLOYEES
The Company has approximately 11,600 employees. Approximately 6,900
employees are employed on a part-time basis. All employees are non-union, except
approximately 150 supermarket distribution facility employees who are unionized
under two three-year collective bargaining agreements which extend to May, 1997.
The Company considers its employee relations to be excellent.
REGULATORY MATTERS
As a retailer of alcoholic beverages and gasoline, the Company is subject
to federal and state statutes, ordinances and regulations concerning the storage
and sale of these products. Current environmental laws and regulations require
the removal or abandonment of underground storage tanks (USTs) at 25 Village
Pantry locations prior to December, 1998. Earlier removal or abandonment would
be required in the event any of these USTs fail any leak detection test, which
the Company performs at least annually. All USTs at these 25 locations passed
the most recent leak detection tests in December 1994, which results were
consistent with data from the Company's established petroleum product inventory
control program.
The Company is aware of the existence of petroleum contamination at nine
Village Pantry locations and has commenced remediation at each of these sites.
The cost of remediation varies significantly depending on the extent, source and
location of the contamination, geological and hydrological conditions and other
factors. The cost to remove or abandon the remaining USTs and to remediate the
known contamination at these nine locations has been estimated at approximately
$960,000. The Company has charged this amount to earnings.
The Company currently estimates the maximum aggregate cost remaining to be
incurred in connection with compliance with existing environmental laws and
regulations applicable to owners and operators of USTs will not exceed
approximately $1.5 million through December 1998. This estimate of accrued or
potential compliance costs does not consider any potential recovery the Company
may receive from either the Indiana Underground Storage Tank Excess Liability
Fund, which reimburses owners and operators of USTs for a portion of the costs
incurred in connection with the remediation of soil and groundwater
contamination, or from third parties which may be responsible for all or part of
the contamination at one of the nine locations referenced above.
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ITEM 2. PROPERTIES
The following table summarizes the per unit and aggregate size of the
retail facilities operated by Marsh, together with an indication of the age of
the total square footage operated.
FOOTAGE PER STORE
OPERATED AVERAGE 0-5 YEARS 5-10 YEARS OVER 10 YEARS
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Supermarkets...................... 3,157,000 35,900 35% 33% 32%
Convenience Stores................ 504,000 2,740 28 35 37
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3,661,000
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Owned and leased retail facilities are summarized as follows:
CONVENIENCE
SUPERMARKETS STORES
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Owned.............................................. 33 124
Leased:
Fixed rentals only............................... 25 28
Fixed plus contingent rentals.................... 30 29
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55 57
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88 181
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Lease expirations:
Within five years................................ 30 45
Five to ten years................................ 17 9
Beyond ten years................................. 8 3
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55 57
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All leases, except for two supermarkets and sixteen Village Pantry stores,
have one to four renewal options for periods of two to five years each. The
majority of leases provide for payment of property taxes, maintenance and
insurance by the Company. In addition, the Company is obligated under leases for
27 closed stores, of which 23 were subleased at April 1, 1995.
The non-perishable grocery products warehouse in Indianapolis is leased
with an initial lease term expiring in 2000 and options available through 2014.
The facility, constructed in 1969, is located on a 44 acre site and has a total
of 409,000 square feet, of which 382,000 are utilized for grocery warehousing
operations. The remainder consists of a catering banquet hall and office space.
A 128,000 square foot refrigerated perishable products handling facility in
Yorktown, Indiana, serves as the distribution center for meat, produce and
delicatessen items. The leased facility was completed in 1981.
Marsh owns an additional 388,000 square foot facility in Yorktown.
Approximately 180,000 square feet of this facility is used as a distribution
center for non-food products, approximately 21,000 square feet is used by the
retail maintenance department, and an additional 55,000 square feet of warehouse
space is leased to third parties. The portion of this facility formerly utilized
for the corporate offices currently is vacant.
The Company leases a 172,000 square foot warehouse in Indianapolis for
storage of forward purchases of merchandise and seasonal items. A second 24,000
square foot warehouse in Indianapolis is leased for use as a product reclamation
center.
The 160,000 square foot corporate headquarters in Indianapolis is owned by
the Company. This facility was completed and occupied in May 1991.
CSDC owns a 210,000 square foot warehouse and distribution facility in
Richmond, Indiana.
One supermarket and two warehouses (considered owned for purposes of the
foregoing analysis) are leased under equity lease arrangements pursuant to which
ownership is transferred to the Company at the expiration of the leases.
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ITEM 3. LEGAL PROCEEDINGS
There are no pending legal proceedings to which Marsh is a party which are
material to its business, financial condition or results of operations or which
would otherwise be required to be disclosed under this item.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended April 1, 1995.
EXECUTIVE OFFICERS OF REGISTRANT
Information required by Item 10 with respect to the Registrant's executive
officers is set forth below. Each officer has been elected for a term to expire
in August 1995 or upon election of his successor by the Board of Directors.
NAME POSITION AGE FAMILY RELATIONSHIP
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DON E. MARSH................. Chairman of the Board, 57 Son of Garnet R. Marsh,
President and Chief brother of C. Alan Marsh
Executive Officer and of William L. Marsh
Mr. Don E. Marsh has held his current position as President and Chief
Executive Officer of the Company for more than the past five years. On May 2,
1991 he was elected Chairman of the Board of Directors, on which he has served
as a member since 1959. He has been employed by the Company in various
supervisory and executive capacities since 1961.
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C. ALAN MARSH................ Vice Chairman of the Board 53 Son of Garnet R. Marsh,
and Senior Vice President brother of Don E. Marsh
- Corporate Development and William L. Marsh
Mr. C. Alan Marsh has held his current position since February 23, 1992.
For more than five years prior thereto, he served as President and Chief
Operating Officer, Marsh Village Pantries, Inc. He has been employed by the
Company in various supervisory and executive capacities since 1965.
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P. LAWRENCE BUTT............. Vice President, Counsel 53 None
and Secretary
Mr. P. Lawrence Butt has held his current position for more than the past
five years. He has been employed by the Company in various executive capacities
since 1977.
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DOUGLAS W. DOUGHERTY......... Vice President, Chief 51 None
Financial Officer and
Treasurer
Mr. Douglas W. Dougherty has been employed by the Company as Chief
Financial Officer since March 1994. His prior experience includes senior
financial executive positions with Hartmarx, Inc. from November 1990 to March
1994, and Lieberman Enterprises from August 1988 to November 1990.
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WILLIAM L. MARSH............. Vice President - General 51 Son of Garnet R. Marsh,
Manager, Property brother of Don E. Marsh
Management and C. Alan Marsh
Mr. William L. Marsh has held his current position for more than the past
five years. On May 2, 1991, he was elected a director of the Company. He has
been employed by the Company in various supervisory and executive capacities
since 1974.
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NAME POSITION AGE FAMILY RELATIONSHIP
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RONALD R. WALICKI............ President and Chief Operating 57 None
Officer, Supermarket
Division
Mr. Ronald R. Walicki has held his current position since August 2, 1994.
Prior thereto, he served as Executive Vice President, Supermarket Division since
February 7, 1994, and President and Chief Operating Officer of Marsh Village
Pantries, Inc. since February 1992. For more than five years prior to February
1992, he served as Vice President - General Manager, Supermarket Division. He
has been employed by the Company in various supervisory and management positions
since 1965.
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DAVID M. REDDEN.............. President and Chief Operating 47 None
Officer, Village Pantry
Division
Mr. David M. Redden has held his current position since February 7, 1994.
Prior thereto, he served as Vice President -- General Manager, Supermarket
Division since February 1992, and as Vice President -- Warehousing and
Transportation from April 1988 to February 1992. He has been employed by the
Company in various supervisory and management positions since 1969.
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MICHAEL D. CASTLEBERRY....... Assistant Treasurer and 37 None
Director of Corporate
Accounting
Mr. Michael D. Castleberry has held his current position, as Assistant
Treasurer, since August 2, 1994. Prior thereto, he served as Director of
Corporate Accounting since March 1991. Prior to March 1991 he served as
Assistant Controller for Fleming Inc., at its Fort Worth, Texas division from
September 1990, and as Vice President -- Finance for Falley's Food-4-Less from
February 1988 to September 1990.
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS
Information on Common Stock and Shareholder Matters on pages 19 and 35 of
the annual report to shareholders for the year ended April 1, 1995 is
incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
Selected Financial Data on page 18 of the annual report to shareholders for
the year ended April 1, 1995 is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results of
Operations on pages 20 through 22 of the annual report to shareholders for the
year ended April 1, 1995 is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements on pages 24 to 33 of the annual
report to shareholders for the year ended April 1, 1995 are incorporated herein
by reference.
Quarterly Financial Data on page 19 of the annual report to shareholders
for the year ended April 1, 1995 is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
In accordance with Instruction G(3), except as indicated in the following
sentence, the information called for by Items 10, 11, 12 and 13 is incorporated
by reference from the Registrant's definitive proxy statement pursuant to
Regulation 14A, to be filed with the Commission not later than 120 days after
April 1, 1995, the end of the fiscal year covered by this report. As permitted
by instruction G(3), the information on executive officers called for by Item 10
is included in Part I of this Annual Report on Form 10-K.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) The following consolidated financial statements of Marsh
Supermarkets, Inc. and subsidiaries, included in the annual report
to shareholders for the year ended April 1, 1995, are incorporated
by reference in Item 8.
Consolidated Balance Sheets as of April 1, 1995 and April 2, 1994.
Consolidated Statements of Income for each of the three years in the
period ended April 1, 1995.
Consolidated Statements of Changes in Shareholders' Equity for each
of the three years in the period ended April 1, 1995.
Consolidated Statements of Cash Flows for each of the three years in
the period ended April 1, 1995.
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(2) The following consolidated financial statement schedules of Marsh
Supermarkets, Inc. and subsidiaries are included in Item 14(d):
Note: All schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange
Commission are not required under the related instructions, or
are inapplicable, and therefore have been omitted.
(3) The following exhibits are included in Item 14(c):
EXHIBIT
NUMBER DESCRIPTION
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3(a) -- Restated Articles of Incorporation, as amended as of May 15, 1991 -
Incorporated by reference to Form 10-K for the year ended March 30,
1991.
(b) -- By-laws as amended as of August 7, 1990 -- Incorporated by reference to
Form 10-Q for the quarter ended January 5, 1991.
4(a) -- Articles V, VI and VII of the Company's Restated Articles of
Incorporation, as amended as of May 15, 1991 -- Incorporated by
reference to Form 10-K for the year ended March 30, 1991.
(b) -- Articles I and IV of the Company's By-laws, as amended as of August 7,
1990 -- Incorporated by reference to Form 10-Q for the quarter ended
January 5, 1991.
(c) -- Agreement of the Company to furnish a copy of any agreement relating to
certain long-term debt and leases to the Securities and Exchange
Commission upon its request -- Incorporated by reference to Form 10-K
for the year ended March 27, 1987.
(d) -- Note Agreement, dated as of May 1, 1988, for $25,000,000 9.48% Senior
Notes due June 30, 2003 -- Incorporated by reference to Form 10-Q for
the quarter ended June 25, 1988.
(e) -- Rights Agreement, dated as of August 1, 1989, between Marsh
Supermarkets, Inc. and National City Bank, as successor to Merchants
National Bank and Trust Company of Indianapolis -- Incorporated by
reference to Form 10-Q for the quarter ended October 14, 1989.
(f) -- Amendment No. 1, dated as of May 1, 1991, to Rights Agreement, dated as
of August 1, 1989 -- Incorporated by reference to Form 10-K for the year
ended March 30, 1991.
(g) -- Note Agreement, dated as of October 15, 1992, for $35,000,000 8.54%
Senior Notes, Series A, due December 31, 2007, and $15,000,000 8.13%
Senior Notes, Series B, due December 31, 2004 -- Incorporated by
reference to Registration Statement on Form S-2 (File No. 33-56738).
(h) -- Society National Bank, as Trustee, including form of Indenture --
Incorporated by reference to Registration Statement on Form S-2 (File
No. 33-56738).
10(a) -- Agreements between Ruan Leasing Company and Marsh Supermarkets, Inc.,
dated September 18, 1987 -- Incorporated by reference to Registration
Statement on Form S-2 (File No. 33-17730).
(b) -- Lease Agreements relating to warehouse located at 333 South Franklin
Road, Indianapolis, Indiana -- Incorporated by reference to Registration
Statement on Form S-2 (File No. 33-17730).
Management Contracts and Compensatory Plans
(c) -- Marsh Supermarkets, Inc. 1987 Stock Option Plan -- Incorporated by
reference to Registration Statement on Form S-8 (File No. 33-33427).
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EXHIBIT
NUMBER DESCRIPTION
------ ------------------------------------------------------------------------
(d) -- Amendment to the Marsh Supermarkets, Inc. 1987 Stock Option Plan --
Incorporated by reference to Proxy Statement, dated March 22, 1991, for
a special meeting of shareholders held May 1, 1991.
(e) -- Amended and Restated Employment and Severance Agreements, dated December
3, 1992 -- Incorporated by reference to Registration Statement on Form
S-2 (File No. 33-56738).
(f) -- Severance Agreements, dated December 31, 1991 -- Incorporated by
reference to Registration Statement on Form S-2 (File No. 33-56738).
(g) -- Marsh Supermarkets, Inc. 1980 Marsh Stock Plan -- Incorporated by
reference to Registration Statement on Form S-8 (File No. 2-74859).
(h) -- Amendment to the Marsh Supermarkets, Inc. 1980 Marsh Stock Plan --
Incorporated by reference to Proxy Statement, dated March 22, 1991, for
a special meeting of shareholders held May 1, 1991.
(i) -- Supplemental Retirement Plan of Marsh Supermarkets, Inc. and
Subsidiaries -- Incorporated by reference to Registration Statement on
Form S-2 (File No. 33-17730).
(j) -- Indemnification Agreements -- Incorporated by reference to Form 10-Q for
the quarter ended January 6, 1990.
(k) -- Marsh Supermarkets, Inc. 1991 Employee Stock Incentive Plan --
Incorporated by reference to Proxy Statement, dated March 22, 1991, for
a special meeting of shareholders held May 1, 1991.
(l) -- Marsh Supermarkets, Inc. Executive Life Insurance Plan - Incorporated by
reference to Form 10-K for the year ended March 30, 1991.
(m) -- Marsh Supermarkets, Inc. Executive Supplemental Long-Term Disability
Plan -- Incorporated by reference to Form 10-K for the year ended March
30, 1991.
(n) -- Marsh Supermarkets, Inc. 1992 Stock Option Plan for Outside Directors --
Incorporated by reference to Proxy Statement, dated June 25, 1992, for
the annual meeting of shareholders held August 4, 1992.
(o) -- Employment contracts, dated January 1, 1995 -- Incorporated by reference
to Form 10-Q for the quarter ended January 7, 1995.
11 -- Statement re: Computation of Per Share Earnings
13 -- Annual Report to Shareholders (only portions specifically incorporated
by reference are included herein)
21 -- Subsidiaries of the Registrant
23 -- Consent of Independent Auditors
27 -- Financial Data Schedule (For SEC Use Only)
(b) Reports on Form 8-K:
There were no reports on Form 8-K filed by the Registrant with
respect to the fourth quarter of its fiscal year ended April 1,
1995.
12
13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
MARSH SUPERMARKETS, INC.
By: /s/ DON E. MARSH
------------------------------------
Don E. Marsh
Chairman of the Board,
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------------------------------------------- ----------------------------- ----------------
/s/ DON E. MARSH Chairman of the Board, June 22, 1995
- --------------------------------------------- President, Chief Executive
Don E. Marsh Officer and Director
/s/ DOUGLAS W. DOUGHERTY Vice President, Chief June 22, 1995
- --------------------------------------------- Financial Officer and
Douglas W. Dougherty Treasurer
/s/ MICHAEL D. CASTLEBERRY Assistant Treasurer and June 22, 1995
- --------------------------------------------- Director Corporate
Michael D. Castleberry Accounting
/s/ C. ALAN MARSH Vice Chairman of the Board June 22, 1995
- --------------------------------------------- and Senior Vice
C. Alan Marsh President -- Corporate
Development and Director
/s/ GARNET R. MARSH Director June 22, 1995
- ---------------------------------------------
Garnet R. Marsh
/s/ WILLIAM L. MARSH Vice President -- General June 22, 1995
- --------------------------------------------- Manager, Property
William L. Marsh Management and Director
/s/ JACK E. BUCKLES Director June 22, 1995
- ---------------------------------------------
Jack E. Buckles
/s/ CHARLES R. CLARK Director June 22, 1995
- ---------------------------------------------
Charles R. Clark
/s/ STEPHEN M. HUSE Director June 22, 1995
- ---------------------------------------------
Stephen M. Huse
/s/ JAMES K. RISK, III Director June 22, 1995
- ---------------------------------------------
James K. Risk, III
/s/ K. CLAY SMITH Director June 22, 1995
- ---------------------------------------------
K. Clay Smith
13
14
EXHIBIT INDEX
EXHIBIT PAGE
NUMBER DESCRIPTION NO.
- ------ --------------------------------------------------------------------------------
3(a) -- Restated Articles of Incorporation, as amended as of May 15, 1991 --
Incorporated by reference to Form 10-K for the year ended March 30, 1991.
(b) -- By-laws as amended as of August 7, 1990 -- Incorporated by reference to
Form 10-Q for the quarter ended January 5, 1991.
4(a) -- Articles V, VI and VII of the Company's Restated Articles of
Incorporation, as amended as of May 15, 1991 -- Incorporated by reference
to Form 10-K for the year ended March 30, 1991.
(b) -- Articles I and IV of the Company's By-laws, as amended as of August 7,
1990 -- Incorporated by reference to Form 10-Q for the quarter ended
January 5, 1991.
(c) -- Agreement of the Company to furnish a copy of any agreement relating to
certain long-term debt and leases to the Securities and Exchange
Commission upon its request -- Incorporated by reference to Form 10-K for
the year ended March 27, 1987.
(d) -- Note Agreement, dated as of May 1, 1988, for $25,000,000 9.48% Senior
Notes due June 30, 2003 -- Incorporated by reference to Form 10-Q for the
quarter ended June 25, 1988.
(e) -- Rights Agreement, dated as of August 1, 1989, between Marsh Supermarkets,
Inc. and National City Bank, as successor to Merchants National Bank and
Trust Company of Indianapolis -- Incorporated by reference to Form 10-Q
for the quarter ended October 14, 1989.
(f) -- Amendment No. 1, dated as of May 1, 1991, to Rights Agreement, dated as
of August 1, 1989 -- Incorporated by reference to Form 10-K for the year
ended March 30, 1991.
(g) -- Note Agreement, dated as of October 15, 1992, for $35,000,000 8.54%
Senior Notes, Series A, due December 31, 2007, and $15,000,000 8.13%
Senior Notes, Series B, due December 31, 2004 -- Incorporated by
reference to Registration Statement on Form S-2 (File No. 33-56738).
(h) -- Indenture dated as of February 15, 1993, between Marsh Supermarkets, Inc.
and Society National Bank, as Trustee, including form of Indenture -
Incorporated by reference to Registration Statement on Form S-2 (File No.
33-56738).
10(a) -- Agreements between Ruan Leasing Company and Marsh Supermarkets, Inc.,
dated September 18, 1987 -- Incorporated by reference to Registration
Statement on Form S-2 (File No. 33-17730).
(b) -- Lease Agreements relating to warehouse located at 333 South Franklin
Road, Indianapolis, Indiana -- Incorporated by reference to Registration
Statement on Form S-2 (File No. 33-17730).
Management Contracts and Compensatory Plans
(c) -- Marsh Supermarkets, Inc. 1987 Stock Option Plan -- Incorporated by
reference to Registration Statement on Form S-8 (File No. 33-33427).
(d) -- Amendment to the Marsh Supermarkets, Inc. 1987 Stock Option Plan --
Incorporated by reference to Proxy Statement, dated March 22, 1991, for a
special meeting of shareholders held May 1, 1991.
(e) -- Amended and Restated Employment and Severance Agreements, dated December
3, 1992 -- Incorporated by reference to Registration Statement on Form
S-2 (File No. 33-56738).
14
15
EXHIBIT PAGE
NUMBER DESCRIPTION NO.
- ------ --------------------------------------------------------------------------------
(f) -- Severance Agreements, dated December 31, 1991 -- Incorporated by
reference to Registration Statement on Form S-2 (File No. 33-56738).
(g) -- Marsh Supermarkets, Inc. 1980 Marsh Stock Plan -- Incorporated by
reference to Registration Statement on Form S-8 (File No. 2-74859).
(h) -- Amendment to the Marsh Supermarkets, Inc. 1980 Marsh Stock Plan --
Incorporated by reference to Proxy Statement, dated March 22, 1991,
for a special meeting of shareholders held May 1, 1991.
(i) -- Supplemental Retirement Plan of Marsh Supermarkets, Inc. and
Subsidiaries -- Incorporated by reference to Registration Statement on
Form S-2 (File No. 33-17730).
(j) -- Indemnification Agreements -- Incorporated by reference to Form 10-Q for
the quarter ended January 6, 1990.
(k) -- Marsh Supermarkets, Inc. 1991 Employee Stock Incentive Plan --
Incorporated by reference to Proxy Statement, dated March 22, 1991, for
a special meeting of shareholders held May 1, 1991.
(l) -- Marsh Supermarkets, Inc. Executive Life Insurance Plan -- Incorporated by
reference to Form 10-K for the year ended March 30, 1991.
(m) -- Marsh Supermarkets, Inc. Executive Supplemental Long-Term Disability
Plan -- Incorporated by reference to Form 10-K for the year ended March
30, 1991.
(n) -- Marsh Supermarkets, Inc. 1992 Stock Option Plan for Outside Directors --
Incorporated by reference to Proxy Statement, dated June 25, 1992, for
the annual meeting of shareholders held August 4, 1992.
(o) -- Employment contracts, dated January 1, 1995 -- Incorporated by reference
to Form 10-Q for the quarter ended January 7, 1995.
11 -- Statement re: Computation of Per Share Earnings
13 -- Annual Report to Shareholders (only portions specifically incorporated by
reference are included herein)
21 -- Subsidiaries of the Registrant
23 -- Consent of Independent Auditors
27 -- Financial Data Schedule (For SEC Use Only)
15