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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended March 29, 1997
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, INDIANA 46256-3350
(Address of principal executive offices) (Zip Code)
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:
--
Aggregate market value of Class A Common Stock held by non-affiliates of
the Registrant as of June 2, 1997: $41,350,335. 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 2, 1997, there were 3,849,426 shares of Class A Common Stock and
4,544,232 shares of Class B Common Stock outstanding.
Portions of the 1997 Annual Report to Shareholders for the year ended
March 29, 1997 are incorporated by reference into Parts I and II.
Portions of the Proxy Statement for the Annual Shareholders' Meeting to
be held August 5, 1997 are incorporated by reference into Part III.
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PART I
ITEM 1. BUSINESS
GENERAL
At March 29, 1997, Marsh Supermarkets, Inc. (the "Company" or "Marsh") operated
88 supermarkets and 182 Village Pantry convenience stores in central Indiana and
western Ohio. The Company believes that 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 serves its Village Pantry stores as well as over
1,400 unaffiliated convenience stores in a ten state area. Marsh also owns and
operates a food services division which provides upscale catering, vending,
concession, and business cafeteria management services.
SUPERMARKETS
At March 29, 1997, the Company operated 88 supermarkets, 75 in central Indiana
and 13 in western Ohio. The 37 stores in the Indianapolis metropolitan market
area constitute the Company's major market. The remaining supermarkets operate
in 35 other communities. Revenues from supermarket operations represent
approximately 69% of the Company's fiscal 1997 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, 61 are open 24 hours a day and 14 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. An extension of this theme is convenient, high quality, ready to eat
meals. The "Chef Fresh" program offers take-home items for immediate consumption
in 57 stores. These products are prepared in the Company's central kitchen and
the geographic concentration of the supermarkets enables the Company to deliver
fresh items to its stores quickly and frequently. Central kitchen is now a
shared facility, providing fresh items to most divisions.
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 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 along with products under its own trademarks, service
marks and trade names. Service and specialty departments included in Marsh
supermarkets include delicatessens (88 stores), hot prepared foods (59),
bakeries (88), prime cut service meat (58), fresh service seafood (59), floral
shops (58), imported cheese shops (50), wines and beer (82), salad bars (37),
video rental (73), cosmetic counters (16), shoe repair (18), and dry cleaners
(3). Twenty-three 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, 54 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 36 of the Company's
stores, and 33 stores offer ATM machines. Home delivery of orders placed by
customers via telephone or fax is offered to the Indianapolis metropolitan
market.
The Company's superstore format is in excess of 75,000 square feet, and its
modern conventional supermarket format is approximately 55,000 to 65,000 square
feet. The Company currently operates five superstores and ten modern
conventional supermarkets. Approximately one-third of the sales area in these
stores is devoted to merchandising fresh, high quality perishable products such
as delicatessens, bakeries, prepared foods and produce, and approximately 5,000
square feet are devoted to 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 March 29, 1997, the Company
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operated fourteen of its supermarkets under this concept. Subsequent to March
29, 1997, a conventional Marsh supermarket was converted to this format and an
additional store was acquired. The stores operate under the trade name LoBill
Foods. There is an ongoing development program within the Company's market area
to 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 and inner city metropolitan areas 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 81,500 square feet. The
average size is approximately 37,700 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
----------- ---------
More than 70,000 . . . . . . . . . . . . . . . . . . 5
50,000 - 70,000 . . . . . . . . . . . . . . . . . . 10
40,000 - 49,999 . . . . . . . . . . . . . . . . . . 7
30,000 - 39,999 . . . . . . . . . . . . . . . . . . 34
20,000 - 29,999 . . . . . . . . . . . . . . . . . . 29
Less than 20,000 . . . . . . . . . . . . . . . . . . 3
--
88
==
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. The Company utilizes a
frequent shopper card program, "Fresh I.D.E.A(R)." This card functions as a
check cashing card, video rental card and automatically provides electronic
coupons. Further, a customer may select a VISA(R) co-branded credit card option
for their Fresh I.D.E.A. card, and earn rebates on all credit card purchases,
regardless of the merchant. The rebates are funded by the bank partner.
CONVENIENCE STORES
At March 29, 1997, the Company operated 182 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 57% of the stores also offer petroleum products. Revenues from the
convenience stores represented approximately 13% of the Company's fiscal 1997
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. In Indiana, all but nine 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 (38 stores), broasted chicken (43), and self-service
fountain drinks, as well as sit-down eating areas in 62 stores. The Company is a
Taco Bell Express franchisee in three stores which extends the fast food variety
available. Two of the stores include drive-thru service. The Company has also
partnered with Shell Oil Company in the Kokomo market area whereby the Company
receives a fixed fee and a commission based on fuel sales above a base level,
and does not have capital invested in the fuel inventory or dispensing
equipment. It is anticipated that the relationship with the Shell Oil Company
will be expanded into additional markets. The Company also added drive-thru car
washes at two store locations.
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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 aforementioned 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.
CONVENIENCE STORE DISTRIBUTING COMPANY ("CSDC")
CSDC serves the Company's Village Pantry stores and over 1,400 unaffiliated
stores in a ten 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 care products. 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 75% of capacity. CSDC utilizes its
own trucks and drivers for its transportation needs. The CSDC sales and
marketing staff of approximately 43 employees services existing customers and
actively solicits new customers. CSDC accounted for approximately 17% of the
Company's fiscal 1997 consolidated sales and other revenues.
CRYSTAL FOOD SERVICES
The Company's food service operation does business under the trade name Crystal
Food Services. It offers a range of services including banquet hall catering,
special events catering, concession services, vending, and cafeteria management.
The Company focuses on presenting expertly prepared cuisine, of unsurpassed
freshness and quality in all of its food service operations. The Company began
its food service operations in 1993 with ALLtimate Catering and expanded in
January 1995 with the acquisition of Crystal Catering. In May 1995, the Company
expanded again with the acquisition of Martz and Associates Food Services. The
Company intends to expand the food services operations through the solicitation
of new customers and possible acquisition of businesses that will complement the
existing operations.
The combination of these operations has created a unique range of services,
products and facilities. The Company's banquet hall facilities include the
Crystal Yacht Club, the Marott, the Indiana Roof Ballroom, the Murat Shrine
Centre, and the Victorian Manor/Schnull-Rausch House. The Company does special
event catering at the Indianapolis Motor Speedway, Conner Prairie Museum,
Indianapolis Museum of Art, the Eiteljorg Western Museum of Art, the RCA Tennis
Championships, and the Horizon Convention Center in Muncie, Indiana. The Company
also provides concession services at the Indianapolis Zoo, Conner Prairie and
the Indiana State Fairgrounds, and cafeteria management to 10 major employers
and vending services to over 100 clients throughout the greater Indianapolis
area. The Company's food service operation also provides meals at the child
development centers for Marsh and Eli Lilly in Indianapolis.
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 191,000 square foot perishable products facility in Yorktown,
Indiana. Non-food products are distributed from 180,000 square feet of a 388,000
square foot Company owned warehouse in Yorktown. In addition, the Company leases
a 172,000 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. In fiscal 1997, the perishable products facility was expanded by
approximately 67,000 square feet to allow for future growth of all perishable
commodities. The receiving dock was modified to enhance product flow. Also, new
state-of-the-art banana rooms were added to ensure high quality bananas with
consistent color. The Company believes its distribution centers are adequate for
its needs for the foreseeable future without major additional capital
investment. The Company estimates the 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 also operates a commissary and a central kitchen to produce products
sold through the delicatessen departments of its supermarkets and convenience
stores and to third parties through CSDC.
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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, health and beauty care, and
cigarette and tobacco products to the Company's convenience stores. Also, CSDC
supplies cigarette and tobacco products to the Company's supermarkets.
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.
MANAGEMENT INFORMATION SYSTEMS
All of the Company's supermarkets are equipped with electronic scanning checkout
systems to minimize item pricing, provide more efficient and accurate checkout
line operation, and provide product movement data for merchandising decisions
and other purposes. The checkout systems are integrated with the Company's
frequent shopper card program to provide customer specific data to facilitate
individualized marketing programs. Point-of-sale electronic funds transfer and
credit card systems are in place in the supermarkets. Through the use of a bank
debit card, a customer can authorize the immediate transfer of funds from their
account to the Company at the point of purchase.
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, processing of video
rentals, processing pharmacy records in the 23 food and drug combination stores,
and time keeping for payroll processing. Future supermarket applications
currently under development include computer-assisted reordering, an electronic
shelf tag program and a business television satellite program. 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.
Additionally, the Company plans to upgrade supermarket front-end systems and
scale equipment, and begin to implement new inventory/procurement distribution
software.
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
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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. The principal
supermarket chain competitors are The Kroger Co., Super Valu Food Stores, Inc.,
operating in the Indianapolis market through its "Cub Foods" stores, and Meijer,
Inc.
The Company believes Village Pantry is one of the largest convenience store
chains in its market area. Major competitors are petroleum marketing companies
which have converted or expanded gasoline locations to include convenience food
operations. 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. Also in 1998, additional Village Pantry stores will
be converted to the Shell brand, with Shell Oil providing the capital for
upgrading existing fuel operations at these stores.
The Company believes the primary competitive factors in CSDC's wholesale
distribution business are pricing, and the 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.
EMPLOYEES
The Company has approximately 12,800 employees. Approximately 7,440 employees
are employed on a part-time basis. All employees are non-union, except
approximately 200 supermarket distribution facility employees who are unionized
under two three-year collective bargaining agreements which extend to May, 2001.
The Company considers its employee relations to be excellent.
The Company opened a child development center in fiscal 1997 in an effort to
help employees meet day care needs. The operation is located in a 12,500 square
foot facility near one of the Company's supermarkets in Carmel, Indiana. Marsh
owns the building and the equipment. The operations are run by an unaffiliated
child care firm. The service is limited to the Company's employees and immediate
family members and operates five days a week and holidays.
REGULATORY MATTERS
As a retailer of alcoholic beverages, tobacco products and gasoline, the Company
is subject to federal and state statutes, ordinances and regulations concerning
the storage and sale of these products. The Company is aware of the existence of
petroleum contamination at 21 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.
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.
Per Store
Footage Operated Average 0-5 Years 5-10 Years Over 10 Years
---------------- ------- --------- ---------- -------------
Supermarkets 3,321,000 37,700 37% 31% 32%
Convenience Stores 514,000 2,800 17% 37% 46%
---------
3,835,000
=========
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Owned and leased retail facilities are summarized as follows:
Convenience
Supermarkets Stores
------------ ------
Owned 34 129
Leased:
Fixed rentals only 26 28
Fixed plus contingent rentals 28 25
-- ---
54 53
-- ---
88 182
== ===
Lease expirations:
Within five years 32 46
Five to ten years 16 6
Beyond ten years 6 1
-- ---
54 53
== ===
All leases, except for six supermarkets and fifteen 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 13 closed
stores, of which 10 were subleased at March 29, 1997.
One supermarket (considered owned for purposes of the foregoing analysis) is
leased under an equity lease arrangement pursuant to which ownership is
transferred to the Company at the expiration of the lease.
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 floral design center and office space.
A 191,000 square foot refrigerated perishable products handling facility in
Yorktown, Indiana, serves as the distribution center for meat, produce and
delicatessen items. The facility was completed in 1981 and was financed by an
economic development bond . Ownership of the warehouse was reconveyed to the
Company in 1996, and the facility was expanded and updated in fiscal 1997.
Marsh owns an additional 388,000 square foot facility in Yorktown, Indiana.
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 Company's 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 as well as housing the
Company's 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.
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 the security holders during the fourth
quarter of fiscal 1997.
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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 1997 or upon election of the officer's successor by the Board of
Directors.
NAME POSITION AGE FAMILY RELATIONSHIP
---- -------- --- -------------------
DON E. MARSH Chairman of the Board, President 59 Son of Garnet R. Marsh,
and Chief Executive Officer brother of C. Alan Marsh
and of William L. Marsh
Mr. Don E. Marsh has held his current position as Chairman of the Board of
Directors, President and Chief Executive Officer of the Company for more than
the past five years. He has been employed by the Company in various supervisory
and executive capacities since 1961.
- -----------------------------------------------------------------------------------------------------------
C. ALAN MARSH Vice Chairman of the Board and 55 Son of Garnet R. Marsh,
Senior Vice President-Corporate brother of Don E. Marsh
Development and William L. Marsh
Mr. C. Alan Marsh has held his current position since February 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.
- -----------------------------------------------------------------------------------------------------------
FRANK J. BRYJA President and Chief Operating, 55 None
Officer Supermarket Division
Mr. Frank J. Bryja has held his current position since August 1996. For more than five years prior thereto,
he served as Vice President-Merchandising. 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 55 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.
- -----------------------------------------------------------------------------------------------------------
DOUGLAS W. DOUGHERTY Vice President, Chief Financial 53 None
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. Prior experience includes senior management positions at Dayton Hudson Corp. and The May
Department Stores Company.
- -----------------------------------------------------------------------------------------------------------
WILLIAM L. MARSH Vice President - General Manager, 53 Son of Garnet R. Marsh,
Property Management brother of Don E. Marsh
and C. Alan Marsh
Mr. William L. Marsh has held his current position for more than the past five years. In May 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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- -----------------------------------------------------------------------------------------------------------
RONALD R. WALICKI President and Chief Operating 59 None
Officer, Village Pantry Division
Mr. Ronald R. Walicki has held his current position since August 1996. Prior thereto, he served as
Executive Vice President, Supermarket Division since February 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.
- -----------------------------------------------------------------------------------------------------------
THEODORE R. VARNER President and Chief Operating 61 None
Officer, Convenience Store
Distributing Company Division
Mr. Theodore R. Varner has held his current position since August 1994. For more than five years prior
thereto, he served as Vice President - General Manager, Convenience Store Distributing Company Division.
- -----------------------------------------------------------------------------------------------------------
JACK J. BAYT President and Chief Operating 40 None
Officer, Crystal Food Services Division
Mr. Jack J. Bayt has held his current position since January 1995. For more than five years prior thereto,
he was President and Chief Executive Officer of Crystal Catering of Indiana, Inc.
- -----------------------------------------------------------------------------------------------------------
MARK A. VARNER Corporate Controller 47 None
Mr. Mark A. Varner has held his current position since 1990. He has been employed by the Company in
various accounting positions since 1971.
- -----------------------------------------------------------------------------------------------------------
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 15 and 36 of the
1997 Annual Report to Shareholders for the year ended March 29, 1997 is
incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
Selected Financial Data on page 14 of the 1997 Annual Report to Shareholders 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 16 through 19 of the 1997 Annual Report to Shareholders for
the year ended March 29, 1997 is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements and notes thereto on pages 21 to 32 of the
1997 Annual Report to Shareholders are incorporated herein by reference.
Quarterly Financial Data on page 15 of the 1997 Annual Report to Shareholders is
incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
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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
March 29, 1997, 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 1997 Annual
Report to Shareholders for the year ended March 29, 1997 are
incorporated by reference in Item 8.
Consolidated Balance Sheets as of March 29, 1997 and March 30, 1996.
Consolidated Statements of Income for each of the three years in the
period ended March 29, 1997.
Consolidated Statements of Changes in Shareholders' Equity for each
of the three years in the period ended March 29, 1997.
Consolidated Statements of Cash Flows for each of the three years in
the period ended March 29, 1997.
Notes to consolidated financial statements.
Report of Independent Auditors.
(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 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 February 16, 1996.
Exhibit 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.
10
11
(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).
(i) - Amendment to Note Agreements and Assumption Agreement, dated
March 29, 1997, 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.
(j) - Amendment to Note Agreements and Assumption Agreement, dated
March 29, 1997, for $25,000,000 9.48% Senior Notes, due June
30, 2003.
Exhibit 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).
(f) - Marsh Supermarkets, Inc. 1980 Marsh Stock Plan - Incorporated
by reference to Registration Statement on Form S-8 (File No.
2-74859).
(g) - 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.
(h) - Supplemental Retirement Plan of Marsh Supermarkets, Inc. and
Subsidiaries - Incorporated by reference to Registration
Statement on Form S-2 (File No. 33-17730).
(i) - Indemnification Agreements - Incorporated by reference to Form
10-Q for quarter ended January 6, 1990.
(j) - 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.
(k) - Marsh Supermarkets, Inc. Executive Life Insurance Plan -
Incorporated by reference to Form 10-K for the year ended March
30, 1991.
(l) - Marsh Supermarkets, Inc. Executive Supplemental Long-Term
Disability Plan - Incorporated by reference to Form 10-K for
the year ended March 30, 1991.
(m) - 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.
(n) - Employment contracts, dated January 1, 1995 - Incorporated by
reference to Form 10-Q for the quarter ended January 7, 1995.
11
12
(o) - Amendment to Marsh Supermarkets, Inc. 1991 Employee Stock
Incentive Plan Incorporated by reference to Proxy Statement,
dated June 22, 1995, for Annual Meeting of Shareholders held
August 1, 1995.
(p) - Form of Severance Benefits Agreements, dated as of January 1,
1996.
(q) - Form of Split Dollar Insurance Agreement for the benefit of
Don E. Marsh.
Exhibit 11 - Statement re: Computation of Per Share Earnings.
Exhibit 13 - 1997 Annual Report to Shareholders (only portions specifically
incorporated by reference are included herein).
Exhibit 21 - Subsidiaries of the Registrant.
Exhibit 23 - Consent of Independent Auditors.
Exhibit 27 - Financial Data Schedule.
(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 March 29, 1997.
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.
June 27, 1997 By:/s/ Don E. Marsh
---------------------------
Don E. Marsh, 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.
June 27, 1997 /s/ Don E. Marsh
--------------------------------------------------
Don E. Marsh, Chairman of the Board, President and
Chief Executive Officer and Director
June 27, 1997 /s/ Douglas W. Dougherty
--------------------------------------------------
Douglas W. Dougherty, Vice President,
Chief Financial Officer and Treasurer
June 27, 1997 /s/ Mark A. Varner
--------------------------------------------------
Mark A. Varner, Corporate Controller
June 27, 1997 /s/ C. Alan Marsh
--------------------------------------------------
C. Alan Marsh, Vice Chairman of the Board and
Senior Vice President-Corporate Development,
and Director
June 27, 1997 /s/ William L. Marsh
--------------------------------------------------
William L. Marsh, Vice President-General
Manager, Property Management, and Director
June 27, 1997 /s/ Garnet R. Marsh
--------------------------------------------------
Garnet R. Marsh, Director
June 27, 1997 /s/ J. Michael Blakley
--------------------------------------------------
J. Michael Blakley, Director
June 27, 1997 /s/ Jack E. Buckles
--------------------------------------------------
Jack E. Buckles, Director
June 27, 1997 /s/ Charles R. Clark
--------------------------------------------------
Charles R. Clark, Director
June 27, 1997 /s/ Stephen M. Huse
--------------------------------------------------
Stephen M. Huse, Director
June 27, 1997 /s/ James K. Risk
--------------------------------------------------
James K. Risk, III, Director
June 27, 1997 /s/ K. Clay Smith
--------------------------------------------------
K. Clay Smith, Director
13
14
Exhibit Index Page No.
------------- --------
Exhibit 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 February 16, 1996.
Exhibit 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).
(i) - Amendment to Note Agreements and Assumption Agreement, dated
March 29, 1997, 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.
(j) - Amendment to Note Agreements and Assumption Agreement, dated
March 29, 1997, for $25,000,000 9.48% Senior Notes, due June
30, 2003.
Exhibit 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).
(f) - Marsh Supermarkets, Inc. 1980 Marsh Stock Plan - Incorporated
by reference to Registration Statement on Form S-8 (File No.
2-74859).
(g) - 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.
14
15
(h) - Supplemental Retirement Plan of Marsh Supermarkets, Inc. and
Subsidiaries - Incorporated by reference to Registration
Statement on Form S-2 (File No. 33-17730).
(i) - Indemnification Agreements - Incorporated by reference to
Form 10-Q for the quarter ended January 6, 1990.
(j) - 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.
(k) - Marsh Supermarkets, Inc. Executive Life Insurance Plan -
Incorporated by reference to Form 10-K for the year ended March
30, 1991.
(l) - Marsh Supermarkets, Inc. Executive Supplemental Long-Term
Disability Plan - Incorporated by reference to Form 10-K for
the year ended March 30, 1991.
(m) - 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.
(n) - Employment contracts, dated January 1, 1995 - Incorporated by
reference to Form 10-Q for the quarter ended January 7, 1995.
(o) - Amendment to Marsh Supermarkets, Inc. 1991 Employee Stock
Incentive Plan Incorporated by reference to Proxy Statement,
dated June 22, 1995, for Annual Meeting of Shareholders held
August 1, 1995.
(p) - Form of Severance Benefits Agreements, dated as of January 1,
1996.
(q) - Form of Split Dollar Insurance Agreement for the benefit of
Don E. Marsh.
Exhibit 11 - Statement re: Computation of Per Share Earnings.
Exhibit 13 - Annual Report to Shareholders (only portions specifically
incorporated by reference are included herein).
Exhibit 21 - Subsidiaries of the Registrant .
Exhibit 23 - Consent of Independent Auditors.
Exhibit 27 - Financial Data Schedule (for SEC use only).
15