<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
MARSH SUPERMARKETS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
MARSH
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 5, 1997
TO THE SHAREHOLDERS OF
MARSH SUPERMARKETS, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Marsh
Supermarkets, Inc. (the "Corporation") will be held at the principal executive
offices of the Corporation, 9800 Crosspoint Boulevard, Indianapolis, Indiana, on
Tuesday, August 5, 1997, at 10 o'clock A.M. (Eastern Standard Time), for the
following purposes:
1. To elect three directors for terms of three years each and until
their successors are duly elected and qualified; and
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on Monday, June 2,
1997, as the record date for determining the shareholders entitled to notice of,
and to vote at, the meeting and at any adjournment thereof.
You are cordially invited to attend this meeting. Whether or not you expect
to attend the meeting, we encourage you to vote your shares by dating and
signing the enclosed proxy and returning it as promptly as possible in the
accompanying postage prepaid envelope.
By order of the Board of Directors.
MARSH SUPERMARKETS, INC.
By: /s/ P. LAWRENCE BUTT
-----------------------------------
P. Lawrence Butt, Secretary
Indianapolis, Indiana
June 26, 1997
<PAGE> 3
MARSH SUPERMARKETS, INC.
9800 CROSSPOINT BOULEVARD
INDIANAPOLIS, INDIANA 46256-3350
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
AUGUST 5, 1997
This Proxy Statement and the accompanying proxy are being mailed to
shareholders of Marsh Supermarkets, Inc. (the "Corporation") in connection with
the solicitation of the enclosed proxy by and on behalf of the Board of
Directors of the Corporation for use at the Annual Meeting of Shareholders (the
"Annual Meeting") to be held pursuant to the accompanying Notice of Annual
Meeting, and at any adjournment of such meeting. This Proxy Statement and the
accompanying proxy are being first mailed to shareholders on or about June 26,
1997.
VOTING SECURITIES
At June 2, 1997, the Corporation had outstanding 3,849,426 shares of Class
A Common Stock and 4,544,232 shares of Class B Common Stock. Each share of Class
A Common Stock entitles its owner to one vote upon each matter to come before
the Annual Meeting. Shares of Class B Common Stock are non-voting with respect
to the matters before the Annual Meeting. Only Class A Common Stock shareholders
of record at the close of business on Monday, June 2, 1997, will be entitled to
vote at the Annual Meeting and at any adjournment thereof.
PROXY, VOTING AND METHOD OF COUNTING VOTES
When the enclosed proxy is properly executed and returned, the shares it
represents will be voted at the Annual Meeting and at any adjournment thereof as
directed by the shareholder executing the proxy, unless it is earlier revoked.
If no directions are given on the proxy with respect to any particular matter to
be acted upon at the Annual Meeting, the shares represented by the proxy will be
voted in favor of such matter. Shares represented by proxies which are marked
"abstain" with respect to any matter before the Annual Meeting will be
considered only for the purpose of determining the presence of a quorum at the
meeting, but will neither be counted nor have any effect on the vote with
respect to such matter. Similarly, shares beneficially owned by persons who do
not provide voting instructions on a matter before the Annual Meeting with
respect to which a broker is prohibited from exercising discretionary authority
will be deemed present at the meeting for quorum purposes, but will not be
included in the vote total with respect to such matter. Brokers are not
prohibited from exercising discretionary authority with respect to each matter
before the Annual Meeting except to the extent they receive instructions to the
contrary from their clients at least 10 days prior to the Annual Meeting. Any
shareholder executing and delivering a proxy has the right to revoke it at any
time before the authority granted thereby is exercised by the due execution of
another proxy bearing a later date or by written notice to the Secretary of the
Corporation. Shareholders who are present in person at the Annual Meeting may
revoke their proxy and vote in person if they so desire.
<PAGE> 4
SOLICITATION OF PROXIES
This solicitation of proxies is being made by the Board of Directors of the
Corporation and the expenses thereof will be borne by the Corporation. The
principal solicitation is being made by mail; however, additional solicitations
may be made by telephone, telegraph, telecopier or personal interview by
officers of the Corporation who will not be additionally compensated therefor,
and by D. F. King & Co., Inc., which has been engaged to distribute proxies and
solicit votes for a fee estimated not to exceed $3,000, plus reimbursement of
out-of-pocket expenses. The Corporation expects to reimburse brokerage houses,
banks and other fiduciaries for reasonable expenses of forwarding proxy material
to beneficial owners.
ELECTION OF DIRECTORS
The Corporation's Board of Directors consists of ten members, each of whom
is elected to serve for a term of three years. Three directors will be elected
at the Annual Meeting to serve until the Annual Shareholders Meeting in 2000 and
until their successors are duly elected and qualified. Proxies representing
shares of Class A Common Stock held on the record date which are returned duly
executed will be voted, unless otherwise specified, in favor of the three
nominees for the Board of Directors named below. All nominees have consented to
serve if elected, but should any nominees be unavailable to serve (which event
is not anticipated), the persons named in the proxy intend to vote for such
substitute nominee as the Board of Directors may recommend. The nominees shall
be elected by a plurality of the votes cast in the election by the holders of
the Class A Common Stock represented and entitled to vote at the Annual Meeting,
assuming the existence of a quorum.
2
<PAGE> 5
Biographical and other information for each nominee and for each incumbent
director is set forth below:
<TABLE>
<CAPTION>
NAME, AGE, PRINCIPAL OCCUPATION DIRECTOR
AND BUSINESS EXPERIENCE SINCE
------------------------------- --------
<S> <C>
NOMINEES FOR DIRECTOR TO SERVE UNTIL THE 2000 ANNUAL
MEETING:
DON E. MARSH, 59............................................ 1959
Chairman of the Board, President and Chief Executive
Officer of the Corporation; son of Garnet R. Marsh and
brother of C. Alan Marsh and William L. Marsh; director,
Indiana Energy Incorporated, Indianapolis, Indiana (a gas
utility company); director, National City Bank, Indiana,
Indianapolis, Indiana; director, Nash Finch Company,
Minneapolis, Minnesota (a supermarket chain). See Notes
(1), (2) and (4).
WILLIAM L. MARSH, 53........................................ 1991
Vice President-General Manager, Property Management, of
the Corporation; son of Garnet R. Marsh and brother of Don
E. Marsh and C. Alan Marsh.
STEPHEN M. HUSE, 54......................................... 1985
President and Chief Executive Officer, Huse Food Group,
Incorporated, Bloomington, Indiana (a retail restaurant
management company); director, KeyBank, Indiana,
Indianapolis, Indiana; director, Signature Inn, Inc.,
Indianapolis, Indiana (a regional motel chain). See Notes
(1), (2) and (3).
INCUMBENT DIRECTORS PREVIOUSLY ELECTED TO SERVE UNTIL
1998 ANNUAL MEETING:
JACK E. BUCKLES, 70......................................... 1972
Partner, Beasley Gilkison Retherford Buckles & Clark,
Attorneys at Law, Muncie, Indiana. See Note (3).
K. CLAY SMITH, 59........................................... 1989
President and Chief Executive Officer, Underwood Machinery
Transport Company, Inc., Indianapolis, Indiana (a heavy
equipment transport company); director, Bindley-Western
Industries, Inc., Indianapolis, Indiana (a wholesale
pharmaceutical distributor). See Notes (1) and (2).
GARNET R. MARSH, 86......................................... 1977
Widow of Ermal W. Marsh, founder of the Corporation;
mother of Don E. Marsh, C. Alan Marsh and William L.
Marsh.
INCUMBENT DIRECTORS ELECTED TO SERVE UNTIL THE 1999
ANNUAL MEETING:
CHARLES R. CLARK, 63........................................ 1978
Partner, Beasley Gilkison Retherford Buckles & Clark,
Attorneys at Law, Muncie, Indiana. See Note (1).
C. ALAN MARSH, 55........................................... 1968
Vice Chairman of the Board and Senior Vice-President,
Corporate Development, of the Corporation; son of Garnet
R. Marsh and brother of Don E. Marsh and William L. Marsh.
See Note (1).
</TABLE>
3
<PAGE> 6
<TABLE>
<CAPTION>
NAME, AGE, PRINCIPAL OCCUPATION DIRECTOR
AND BUSINESS EXPERIENCE SINCE
------------------------------- --------
<S> <C>
JAMES K. RISK, III, 55...................................... 1986
President and Chief Executive Officer, Kirby Risk
Corporation, Lafayette, Indiana (a wholesale electrical
equipment distributor); director, Bindley-Western
Industries, Inc., Indianapolis, Indiana (a wholesale
pharmaceutical distributor); director, Lafayette Life
Insurance Company, Lafayette, Indiana (an insurance
company). See Note (3).
J. MICHAEL BLAKLEY, 56...................................... 1996
Chairman of the Board of Directors and Chief Executive
Officer, The Blakley Corporation, Indianapolis, Indiana (a
full service flooring company).
</TABLE>
- ---------------
(1) Member of Audit Committee.
(2) Member of Executive Committee.
(3) Member of Salary Committee.
(4) Since March 31, 1996, the largest aggregate amount of indebtedness
outstanding and owed by Don E. Marsh to the Corporation was $277,435, which
is the principal amount of, and accrued interest at the rate of 6% per annum
on, a loan which the Salary Committee authorized the Corporation to make to
Mr. Marsh and to other optionees under the 1980 Marsh Stock Plan to fund the
exercise of options granted under such plan which would have expired May 31,
1993. The loan is due May 28, 1998.
COMMITTEES OF THE BOARD
The Board of Directors has standing Executive, Audit and Salary committees,
membership in which is indicated in the preceding table, but does not have a
nominating committee. During fiscal year 1997, the Board of Directors held four
meetings, the Audit Committee held two meetings and the Salary Committee held
two meetings. The Executive Committee did not hold any meetings during the
fiscal year. All directors attended at least 75% of the aggregate of all Board
meetings and committee meetings of which they were members during the fiscal
year.
The Executive Committee is empowered to exercise authority over the affairs
of the Corporation during intervals between meetings of the Board of Directors.
The Audit Committee reviews matters involving the work of independent auditors
and is responsible for their selection, subject to the approval of the Board of
Directors.
The Salary Committee, composed entirely of directors who are not employees
of the Corporation, reviews and approves the compensation policies and actions
affecting officers, employment and severance arrangements, benefits awarded
under the Corporation's incentive plans, such as the Management Incentive Plan
and the 1991 Employee Stock Incentive Plan, and determines participation in the
Executive Life Insurance Plan and the Supplemental Retirement Plan.
COMPENSATION OF DIRECTORS
Each member of the Board of Directors who was not an employee of the
Corporation or any of its subsidiaries (an "Outside Director") received an
annual retainer of $20,000 during the fiscal year. The Chairman of each standing
committee of the Board of Directors who is an Outside Director also received an
additional fee of $5,000 for serving in that capacity. A director may elect to
have all or a portion of the foregoing fees deferred under a deferred
compensation plan offered by the Corporation. In fiscal year 1997, fees paid to
Outside Directors for services in all capacities aggregated $170,000.
4
<PAGE> 7
Each Outside Director who was serving on the Board of Directors on August
4, 1992, or who is first elected to the Board of Directors thereafter, is
entitled to a one-time grant of 500 shares of restricted Class B Common Stock of
the Corporation under the 1992 Stock Option Plan for Outside Directors approved
by the shareholders at the 1992 Annual Meeting. The 1992 Stock Option Plan also
provides for the granting of non-qualified stock options for 1,500 shares of
Class B Common Stock upon each election of an Outside Director to the Board of
Directors during the term of the Plan, which expires in 2002.
A director who is not an Outside Director does not receive any fee for
serving as a director, Chairman of the Board, or Chairman of any standing
committee and is not eligible to receive grants of either options or restricted
stock under the 1992 Stock Option Plan for Outside Directors.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. C. Alan Marsh owns a 17.5% interest in McWheel Properties, LLC, a
limited liability company to which the Corporation paid $779,588 in fiscal year
1997 in connection with the lease of a supermarket facility in Muncie, Indiana,
upon terms which the Corporation believes were no less favorable than the
Corporation could have obtained from unaffiliated third parties.
Mr. J. Michael Blakley is a director of the Corporation and Chairman of the
Board and Chief Executive Officer of The Blakley Corporation, a full service
flooring company, which, as a subcontractor of the general contractor which
constructed a supermarket facility in fiscal year 1997, indirectly supplied
$244,262 of flooring material to the Corporation. The Blakley Corporation also
supplied directly to the Corporation in fiscal year 1997 $2,424 of flooring
materials in the ordinary course of business and upon terms which were no less
favorable than the Corporation could have obtained from unaffiliated third
parties.
See succeeding paragraphs and footnotes to the preceding table regarding
nominees and incumbent directors for information regarding other relationships
and related transactions.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Jack E. Buckles is a director of the Corporation and a partner in the
law firm of Beasley Gilkison Retherford Buckles & Clark, which the Corporation
has retained and intends to continue to retain.
Mr. James K. Risk, III, is a director of the Corporation and President and
Chief Executive Officer of Kirby Risk Corporation, a wholesale electrical
equipment distributor from which the Corporation purchased $265,970 of
electrical supplies in the ordinary course of business during fiscal year 1997
upon terms which the Corporation believes were no less favorable than it could
have obtained from unaffiliated third parties.
5
<PAGE> 8
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN
BENEFICIAL OWNERS
MANAGEMENT'S STOCK OWNERSHIP
The following table sets forth, as of June 2, 1997, certain information
regarding the beneficial ownership of the Corporation's Common Stock by all
directors and nominees, by the Named Officers (as defined herein), and by all
directors and executive officers as a group. Except as otherwise indicated, each
person has sole voting and investment power over the shares of Class A Common
Stock and the Class B Common Stock listed as beneficially owned by such person.
<TABLE>
<CAPTION>
NUMBER AND NATURE OF PERCENT OF CLASS
BENEFICIAL OWNERSHIP OUTSTANDING(1)
--------------------- ------------------
NAME CLASS A CLASS B CLASS A CLASS B
---- --------- --------- ------- -------
<S> <C> <C> <C> <C>
J. Michael Blakley................................ 200 1,000
Jack E. Buckles................................... 2,125 4,625(2)
Charles R. Clark.................................. 375 2,500(3)
Stephen M. Huse................................... 589 2,374(3)
C. Alan Marsh..................................... 228,563(4) 191,679(4) 5.9% 4.2%
Don E. Marsh...................................... 369,074(5) 386,277(5) 9.6% 8.5%
Garnet R. Marsh................................... 269,262(6) 303,498(6) 7.0% 6.7%
William L. Marsh.................................. 346,467(7) 282,238(7) 9.0% 6.2%
James K. Risk, III................................ 225 2,225(3)
K. Clay Smith..................................... 500 4,000(2)
Ronald R. Walicki................................. 32,396(8) 49,868(8) 1.1%
David M. Redden................................... 22,146(9) 35,365(9)
All directors and executive officers as a group
(17 persons).................................... 823,416(10) 845,113(10) 21.4% 18.6%
</TABLE>
- ---------------
(1) Percentages less than 1% of the outstanding shares of either class of
Common Stock are not shown.
(2) Includes options to acquire 3,000 shares of Class B Common Stock which are
currently exercisable.
(3) Includes options to acquire 1,500 shares of Class B Common Stock which are
currently exercisable.
(4) Includes 1,576 shares of Class A Common Stock and 796 shares of Class B
Common Stock with respect to which C. Alan Marsh is trustee, and 113,343
shares owned by one of the trusts described in Note (6) below with respect
to which C. Alan Marsh is a co-trustee. Also includes options to acquire
24,275 shares of Class A Common Stock and 45,425 shares of Class B Common
Stock which are currently exercisable.
(5) Includes 5,466 shares of Class A Common Stock and 4,108 shares of Class B
Common Stock owned by members of immediate family, 9,878 shares of Class A
Common Stock and 5,120 shares of Class B Common Stock with respect to which
Don E. Marsh is trustee, and 113,343 shares owned by one of the trusts
described in Note (6) below with respect to which Don E. Marsh is a
co-trustee. Also includes options to acquire 54,000 shares of Class A
Common Stock and 82,250 shares of Class B Common Stock which are currently
exercisable.
(6) Includes 253,743 shares owned by two trusts of which Garnet R. Marsh is
either the life tenant or income beneficiary. Don E. Marsh, C. Alan Marsh
and William L. Marsh each has a one-third remainder interest in each of the
foregoing trusts, subject to the life estate of Garnet R. Marsh, and share
voting and investment powers with respect to 113,343 shares in one of such
trusts with Garnet R.
6
<PAGE> 9
Marsh as co-trustees. William L. Marsh is a co-trustee of the other trust. Also
includes options to acquire 3,000 shares of Class B Common Stock which are
currently exercisable.
(7) Includes 1,979 shares of Class A Common Stock and 1,116 shares of Class B
Common Stock owned by members of immediate family and 253,743 shares owned
by the trusts described in Note (6) above with respect to which William L.
Marsh is a co-trustee. Also includes options to acquire 15,475 shares of
Class A Common Stock and 26,950 shares of Class B Common Stock which are
currently exercisable.
(8) Includes options to acquire 22,350 shares of Class A Common Stock and
39,875 shares of Class B Common Stock which are currently exercisable.
(9) Includes options to acquire 13,325 shares of Class A Common Stock and
27,800 shares of Class B Common Stock which are currently exercisable.
(10) Includes options to acquire 156,450 shares of Class A Common Stock and
266,425 shares of Class B Common Stock which are currently exercisable.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
To the knowledge of the Corporation, as of June 2, 1997, other than Garnet
R. Marsh*, Don E. Marsh*, C. Alan Marsh* and William L. Marsh* whose security
ownership is listed in the preceding table, the only other beneficial owner of
more than 5% of the outstanding shares of Class A Common Stock is set forth in
the following table:
<TABLE>
<CAPTION>
PERCENT OF
CLASS A
NAME AND ADDRESS OF AMOUNT AND NATURE OF COMMON STOCK
BENEFICIAL OWNER BENEFICIAL OWNERSHIP OUTSTANDING
------------------- ---------------------- ------------
<S> <C> <C>
GREAT AMERICAN
INSURANCE.............. 729,844 shares(1) 18.9%
COMPANY,
c/o American Financial
Corporation
One East Fourth Street
Cincinnati, Ohio
</TABLE>
- ---------------
* Mailing address is 9800 Crosspoint Boulevard, Indianapolis, Indiana.
(1) As reflected in Schedule 13D, dated March 18, 1983, as amended by Amendment
No. 1 thereto, dated March 23, 1983, Amendment No. 2 thereto, dated July 30,
1986, Amendment No. 3 thereto, dated November 1, 1991, and Amendment No. 4
thereto, dated January 14, 1992, and in a Form 4, dated November 8, 1996,
filed by American Financial Corporation and Carl H. Lindner with the
Securities and Exchange Commission.
7
<PAGE> 10
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
The following table sets forth the annual and long-term compensation paid
or distributed by the Corporation for services in all capacities for fiscal
years ended April 1, 1995, March 30, 1996, and March 29, 1997 to the Chief
Executive Officer and each of the other four (4) most highly compensated
executive officers of the Corporation whose compensation exceeded $100,000 (the
"Named Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
-------------------------------------------- ---------------------- ALL OTHER
NAME AND PRINCIPAL FISCAL OTHER ANNUAL SECURITIES UNDERLYING COMPENSATION
POSITION YEAR SALARY($) BONUS($)(A) COMPENSATION($)(B) OPTIONS/SARS (#) (C)(D)($)
------------------ ------ --------- ----------- ------------------ ---------------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Don E. Marsh,
Director; Chairman of the 1997 $550,000 $110,000 $10,425 Class B 0 $29,858
Board, President & Chief 1996 $550,000 $ 20,000 $10,425 Class A 75,000 $26,214
Executive Officer 1995 $525,000 $ 75,000 $ 8,529 Class B 24,000 $23,992
C. Alan Marsh,
Director; Vice Chairman of
the Board and Senior Vice 1997 $288,846 $ 0 $ 5,309 Class B 0 $15,797
President, Corporate 1996 $275,000 $ 25,000 $ 5,309 Class A 15,000 $15,348
Development 1995 $253,846 $ 25,000 $ 5,042 Class B 12,000 $16,242
Ronald R. Walicki,
President & Chief 1997 $257,692 $ 50,000 $ 6,678 Class B 0 $19,430
Operating Officer, Village 1996 $250,000 $ 50,000 $ 6,678 Class A 20,000 $19,398
Pantry Division 1995 $250,000 $ 22,115 $ 6,343 Class B 11,500 $19,427
David M. Redden,
Senior Vice 1997 $250,000 $ 35,000 $ 2,767 Class B 0 $ 9,267
President -- Human 1996 $250,000 $ 50,000 $ 2,767 Class A 20,000 $ 8,942
Resources 1995 $231,731 $ 0 $ 2,628 Class B 10,500 $ 9,086
William L. Marsh,
Director; Vice
President -- 1997 $243,846 $ 0 $ 2,794 Class B 0 $ 7,601
General Manager, Property 1996 $230,000 $ 0 $ 2,794 Class A 15,000 $ 7,601
Management 1995 $210,000 $ 0 $ 2,283 Class B 7,500 $44,434
</TABLE>
- ---------------
(a) Cash bonuses authorized by the Salary Committee.
(b) Represents reimbursement for income taxes on premiums paid under Executive
Life Insurance Plan.
(c) Perquisites or other personal benefits, securities or property received did
not exceed the lesser of $50,000 or 10% of salary and bonus, except for W.
L. Marsh, who received in fiscal year 1995 property valued at $32,012 upon
expiration of a vehicle lease.
(d) Includes for fiscal year 1997: (i) Executive Life Insurance Plan premiums
of $10,425, $5,309, $6,678, $2,767 and $2,794, respectively; (ii)
Supplemental Long-Term Disability Plan premiums of $10,180, $5,503, $6,816,
$2,376 and $3,303, respectively; and (iii) contributions to the
Corporation's 401(k) plan in the amount of $3,644, $2,128, $2,342 and
$2,635 for D. E. Marsh, C. A. Marsh, R. R. Walicki and D. M. Redden,
respectively.
8
<PAGE> 11
OPTIONS/SAR EXERCISES AND FISCAL YEAR END VALUES TABLE
The following table sets forth information with respect to the exercise of
options and SARs during, and the unexercised options and SARs held at the end
of, the fiscal year ended March 29, 1997, by the Named Officers. No SARs were
granted during the fiscal year 1997. No options were exercised during fiscal
year 1997.
AGGREGATE OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END
OPTION/SAR VALUES TABLE
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS/SARS AT IN-THE-MONEY OPTIONS/SARS
FISCAL YEAR END AT FISCAL YEAR END($)(A)
------------------------------ ------------------------------
NAME CLASS EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Don E. Marsh.................................. A 54,000 56,250 $346,163 $717,188
B 82,250 6,000 $509,363 $ 76,500
C. Alan Marsh................................. A 24,275 11,250 $113,794 $143,438
B 45,425 3,000 $281,456 $ 38,250
Ronald R. Walicki............................. A 22,350 15,000 $119,213 $191,250
B 39,875 2,875 $248,306 $ 36,656
David M. Redden............................... A 13,325 15,000 $ 89,569 $191,250
B 27,800 2,625 $163,838 $ 33,469
William L. Marsh.............................. A 15,475 11,250 $ 33,647 $181,875
B 26,950 1,875 $164,475 $ 23,906
</TABLE>
- ---------------
(a) Value of unexercised options based on fiscal year end per share price of
$12.75 for Class A Common Stock and $12.75 for Class B Common Stock.
RETIREMENT PLANS
The following table illustrates the estimated annual pension benefits under
the Employees' Pension Plan of Marsh Supermarkets, Inc. and Subsidiaries (taking
Social Security benefits into account, but without regard to any survivorship
benefit to an eligible spouse) (the "Pension Plan") payable for a single
straight life annuity upon normal retirement age at the compensation levels and
years of benefit service shown, as well as under the supplemental retirement
plan which provides benefits that would otherwise be denied to participants by
reason of certain Internal Revenue Code limitations on qualified plan benefits.
ESTIMATED RETIREMENT BENEFITS TABLE
<TABLE>
<CAPTION>
AVERAGE ANNUAL
COMPENSATION ESTIMATED ANNUAL RETIREMENT
DURING LAST BENEFITS AT VARIOUS YEARS OF BENEFIT SERVICE
4 YEARS OF ---------------------------------------------
SERVICE 10 YEARS 20 YEARS 30 YEARS
- -------------- ------------- ------------- -------------
<C> <C> <C> <C>
200,000 84,088 84,088 84,088
280,000 124,088 124,088 124,088
360,000 164,088 164,088 164,088
440,000 204,088 204,088 204,088
520,000 244,088 244,088 244,088
600,000 284,088 284,088 284,088
680,000 324,088 324,088 324,088
760,000 364,088 364,088 364,088
840,000 404,088 404,088 404,088
</TABLE>
9
<PAGE> 12
Under the Pension Plan, monthly retirement benefits are computed on the
basis of highest average monthly earnings during any 48 consecutive months of
the last 120 months preceding retirement. The compensation covered by the
Pension Plan includes all monthly earnings, but excludes amounts paid under the
Management Incentive Plan or similar plans prior to January 1, 1985. Benefits
payable under the supplemental plan exclude the sum of benefits payable under
the Pension Plan and Social Security. Effective December 31, 1996, the accrual
of benefits under the Pension Plan was curtailed.
As of June 2, 1997, Don E. Marsh, C. Alan Marsh, Ronald R. Walicki, David
M. Redden and William L. Marsh had 39, 32, 33, 27 and 31 years of benefit
service, respectively. Assuming that the Named Officers continue in their
present positions at their current salaries until retirement at age 65, their
estimated annual pensions under the Pension Plan and the supplemental retirement
plan would be $313,536, $137,430, $150,756, $125,892 and $108,680, respectively.
EMPLOYMENT AND SEVERANCE AGREEMENTS
The Corporation has employment agreements with Don E. Marsh, C. Alan Marsh
and William L. Marsh, which were amended and restated as of December 31, 1992,
for terms of three years each, subject to termination or automatic extension as
provided in the agreements. Under the agreements, the base annual salaries for
Don E. Marsh, C. Alan Marsh and William L. Marsh are $440,000, $275,000 and
$165,000, respectively, subject to periodic review and increase, but not
decrease, by the Salary Committee or the Board of Directors. The agreements also
provide that, in the event of a "Change in Control" of the Corporation and the
subsequent severance of employment, the employee shall receive severance pay in
an amount equal to three times the sum of the employee's highest base salary
during the last 12 months and the highest cash bonus during the last 24 months,
together with certain other limited employee benefits, as described in the
agreements. In addition, the Corporation has severance agreements with Ronald R.
Walicki and David M. Redden which provide that, in the event of a "Change in
Control" of the Corporation and subsequent severance of employment, the employee
shall receive severance pay equal to three times the sum of the employee's
highest base salary during the 12 months immediately preceding his termination
and his highest annual bonus during the 36 months immediately preceding
termination. The term of each severance agreement is for a period of three
years, subject to earlier termination and automatic extension. If a "Change in
Control" had occurred on March 29, 1997 and the employment of all the Named
Officers had been severed as of that date, Don E. Marsh, C. Alan Marsh, Ronald
R. Walicki, David M. Redden and William L. Marsh would have been entitled to
receive severance pay in the aggregate amount of $1,980,000, $941,538, $923,076,
$900,000 and $731,538, respectively.
REPORT OF THE SALARY COMMITTEE OF THE BOARD OF DIRECTORS
Compensation Philosophy
The Salary Committee of the Board of Directors (the "Committee") believes
that the primary objective of the Corporation's executive compensation policies
should be:
- To attract and retain talented executives by providing compensation that
is, overall, competitive with the compensation provided to executives at
selected peer companies of comparable size and position in the retail or
other businesses, as appropriate, while maintaining compensation within
levels that are consistent with the Corporation's business plan, financial
objectives and operating performance;
- To provide appropriate incentives for executives to work toward the
achievement of the Corporation's annual budgetary targets established in
the Corporation's business plan; and
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<PAGE> 13
- To align more closely the interests of executives with those of
shareholders and the long-term interest of the Corporation by providing
long-term incentive compensation in the form of stock options, restricted
stock or other equity-based long-term incentive compensation.
The Committee believes that the Corporation's executive compensation
policies should be reviewed each year following the time when the financial
results of the Corporation's prior fiscal year become available. The policies
are reviewed in light of their consistency with the Corporation's financial
performance, its business plan and its position within the retail industry, as
well as the compensation policies of similar companies in the retail business.
The compensation of individual executives is reviewed at least annually by the
Committee in light of its executive compensation policies for that year.
In reviewing the comparability of the Corporation's executive compensation
policies, the Committee looks to executive compensation for other companies with
businesses reasonably related to the Corporation's business, but may also
consider factors which are unique to the Corporation. The Committee believes
that for the current year and for the foreseeable future, the companies included
in the retail industry are generally appropriate for comparison, particularly
after taking into account differences in size and factors which might affect
limited segments of such industry. The Committee will continue to review
compensation information from the performance peer group and may supplement such
information with data from other organizations in the industry or geographic
area in which the Corporation operates.
The Committee believes that, in addition to corporate performance and
specific business unit performance, it is appropriate to consider, in setting
and reviewing executive compensation, the personal contributions a particular
individual may make to the success of the corporate enterprise. This includes
quantitative measures against objectives as well as qualitative factors, such as
leadership skills, planning initiatives, development and morale skills, public
affairs and civic involvement. No relative weight is assigned to these
qualitative factors, which are applied subjectively by the Committee.
The Committee believes that the above philosophy furthers the shareholders'
interest since a significant part of executive compensation is based on
obtaining results that are beneficial to all shareholders. At the same time, the
Committee believes the philosophy encourages responsible management of the
Corporation in the short term. The Committee regularly reviews its philosophy so
that the overall philosophy is as effective as practicable in furthering
shareholder interest. The Committee bases its review on the experience of its
members, on information requested from management, and on discussions with and
information compiled by independent compensation consultants.
COMPENSATION OF EXECUTIVES OTHER THAN THE CHIEF EXECUTIVE OFFICER
The Committee believes that the compensation of executive officers (other
than the Chief Executive Officer) for fiscal year 1997 should be comprised of
base compensation, annual incentive compensation and long-term incentive
compensation and has applied the policies described herein as set forth below.
Base Compensation. Base compensation for executive officers of the
Corporation is currently set at approximately the fiftieth to seventy-fifth
percentile of the base compensation of executive officers with similar
responsibilities at other selected peer group companies included in the
performance graph. These compensation levels have enabled the Corporation
to attract and retain talented executives while keeping compensation in
line with the financial objectives of the Corporation. Accordingly, the
Committee believes that the current policy concerning base compensation
should be continued. In determining whether an increase in base
compensation was appropriate for fiscal year 1997, the Committee reviewed
the salary ranges recommended by management and consulted with the Chief
Executive Officer. The
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<PAGE> 14
Committee subjectively determined on the basis of discussions with the
Chief Executive Officer and its experience in business generally and with
the Corporation specifically the levels of base compensation it deemed
appropriate for each executive officer after taking into consideration
their respective contributions and external non-controllable market
conditions. As a result of this analysis, increases in base salaries (other
than those related to increased responsibilities) averaging 7.7% were
awarded to executive officers (other than the Chief Executive Officer)
during fiscal year 1997, reflecting the Committee's subjective judgment as
to the individual contributions to the success of meeting the Corporation's
budgetary or other targets and to the Corporation's overall performance.
The Committee did not assign any relative weight to the quantitative and
qualitative factors that it applied subjectively in reaching its base
compensation decisions.
Annual Incentive Compensation. The Committee believes that
compensation should be in part directly linked to operating performance. To
achieve this link with regard to short-term performance, the Committee has
relied on cash bonuses. Generally, bonuses have been awarded under the
Management Incentive Plan under which cash awards equal to a percentage of
a fiscal year base salary can be granted to officers and key employees
based on the extent to which actual earnings of the Corporation during a
fiscal year are 80% or more of the earnings target approved by the
Committee for such fiscal year. The amount of any award varies with the
level of responsibility and the percentage of actual earnings to target
earnings, with a maximum bonus predicated on 150% of the target bonus
percentage for each responsibility level. The Committee also has awarded
periodically discretionary bonuses to officers and other employees based on
recommendations from management and consultations with the Chief Executive
Officer. Based on discussions with the Chief Executive Officer and the
members' experience in business generally, the Committee determined
subjectively the amount of each such bonus after taking into consideration
the employee's past and potential for future contributions to the
Corporation. During fiscal year 1997, no bonuses were awarded under the
Management Incentive Plan, but discretionary bonuses aggregating $129,000
were awarded to executive officers (other than the Chief Executive
Officer).
Long-Term Incentive Compensation. Stock options are currently the
principal vehicle for payment of long-term incentive compensation. The
Committee believes that an integral part of the Corporation's executive
compensation policies is equity-based compensation plans which encourage
and create ownership of the Corporation's stock by its executives, thereby
aligning executives' long-term interests with those of the shareholders.
These long-term incentive programs are principally reflected in the Marsh
Equity Ownership Plan, the 1987 Stock Option Plan and the 1991 Employee
Stock Incentive Plan ("1991 Plan"). The Committee believes that significant
stock ownership is a major incentive in building shareholder value and
reviews awards of options with that goal in mind.
The Corporation has no set policy as to when stock options should be
awarded, although historically stock options generally have been awarded
during or near the period between the end of the fiscal year and the next
succeeding annual meeting of shareholders. The Committee believes that the
Corporation should make it a part of its regular executive compensation
policies to grant periodic awards of stock options to executive officers
and other key employees as part of the compensation package that is
reviewed annually for each executive officer. This grant should be made
within guidelines established at the time of the annual review. The
Committee's policy is that the material terms of stock options should not
be amended after grant and that the Committee should take into account the
number of shares and options held by each executive officer. During fiscal
year 1997, the Committee did not authorize any grants under the 1991 Plan
to officers or other key employees.
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<PAGE> 15
The Committee believes that greater reliance can be placed on
long-term incentive compensation, with a view to setting the overall values
of the Corporation's compensation package for executive officers at
approximately the 50th to 75th percentile of total compensation packages
for executives of the selected peer group companies if the Corporation
achieves the annual earnings target, with maximum total compensation at the
75th to 90th percentile. The long-term awards may be composed of vehicles
in addition to stock options, such as restricted stock, phantom stock, or
stock appreciation rights, still keeping within the target and maximum
total compensation levels.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
The Committee believes that the compensation package for the Chief
Executive Officer is consistent with its general policies concerning executive
compensation and is appropriate in light of the Corporation's financial
objectives and performance. Awards of long-term incentive compensation to the
Chief Executive Officer are considered concurrently with awards to other
executive officers and follow the same general policies as such other long-term
incentive awards.
1997 Compensation of the Chief Executive Officer. In setting the salary
and incentive compensation levels of the Chief Executive Officer for fiscal year
1997, the Committee reviewed his performance in moving the Corporation towards
its desired strategic direction. Although these strategic moves in conjunction
with competitive conditions have caused earnings dilution in the short term, the
Committee considered these strategic moves to be in the best long-term interests
of the Corporation and its shareholders. Based on these factors, and considering
the leadership skills and individual efforts of the Chief Executive Officer in
guiding overall performance in light of significant past and future competitive
changes, as well as recognizing his continuing active leadership role in local,
state, and industry matters, the Committee, in lieu of an increase in base
salary, awarded the Chief Executive Officer a cash bonus of $110,000.
COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(M)
Section 162(m) of the Internal Revenue Code, enacted as a part of OBRA,
generally disallows a tax deduction to public companies for compensation paid to
any executive officer in excess of $1,000,000 annually. Under the IRS
regulations, executive compensation pursuant to the Corporation's stock
incentive plans should qualify as performance-based compensation and, therefore,
be excluded from the calculation of the deduction limit. The Committee currently
anticipates that substantially all compensation to be paid in future years will
be deductible under Section 162(m) because executive officer compensation is
well below the limit and because the Committee intends to continue utilizing
performance-based compensation.
Stephen M. Huse, Chairman
Jack E. Buckles
James K. Risk, III
13
<PAGE> 16
PERFORMANCE GRAPH
MARSH SUPERMARKETS, INC., RUSSELL 2000, AND PEER GROUP
COMPARISON OF TOTAL RETURN TO SHAREHOLDERS(1)
<TABLE>
<CAPTION>
MARSH MARSH
SUPERMARKETS, SUPERMARKETS,
MEASUREMENT PERIOD INC. (CLASS INC. (CLASS RUSSELL PEER
(FISCAL YEAR COVERED) A)(3) B)(3) 2000(3) GROUP(2)(3)
<S> <C> <C> <C> <C>
1992 $100 $100 $100 $100
1993 $ 84 $ 72 $113 $ 90
1994 $ 64 $ 64 $123 $ 80
1995 $ 72 $ 59 $128 $ 87
1996 $ 80 $ 79 $162 $110
1997 $ 89 $ 85 $168 $138
</TABLE>
- ---------------
(1) Assumes $100 investment on March 29, 1992 in Marsh Supermarkets, Inc.,
Russell 2000, and Peer Group. Total returns are calculated on dividends
reinvested basis. Indices are weighted by market capitalization.
(2) Peer Group comprised of the following companies:
Bruno's Inc. Quality Food Centers, Inc.
Casey's General Stores, Inc. Riser Foods, Inc. (Class A)
Delchamps, Inc. Seaway Food Town, Inc.
Eagle Food Centers, Inc. Smith's Food and Drug Centers, Inc.
Foodarama Supermarkets, Inc. Stop and Shop Companies, Inc.
Giant Foods, Inc. Uni-Marts, Inc. (Class A)
Hannaford Bros. Company Village Supermarkets, Inc.
Ingles Markets, Inc. The Vons Companies, Inc.
The Penn Traffic Company Weis Markets, Inc.
(3) Data for Marsh Supermarkets, Inc., Peer Group and Russell 2000 was provided
by D.F.King & Co., Inc.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires executive
officers, directors, and persons who own more than 10% of the outstanding shares
of a registered class of a corporation's equity securities to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and to furnish the corporation with copies of all Section 16(a) forms they file.
14
<PAGE> 17
Based solely on a review of the Forms 3, 4 and 5 and amendments thereto and
certain written representations furnished to the Corporation, the Corporation
believes that its executive officers, directors, and greater than 10% beneficial
owners complied with all applicable filing requirements of Section 16(a) during
fiscal year 1997, except J. Michael Blakley, whose purchase of shares of Common
Stock of the Corporation failed to be reported timely on Form 4 through no fault
of Mr. Blakley, and J. J. Bayt who inadvertently failed to report timely on Form
4 two transactions involving shares of Class B Common Stock of the Corporation.
INDEPENDENT AUDITORS
Upon recommendation of the Audit Committee, the firm of Ernst & Young LLP,
which audited the Corporation's financial statements for the past fiscal year,
has been appointed by the Board of Directors as the Corporation's independent
auditors to audit the consolidated financial statements for the fiscal year to
end March 28, 1998. A representative of Ernst & Young LLP will be present at the
Annual Meeting, and will have an opportunity to make a statement and respond to
appropriate questions.
OTHER MATTERS
The Board of Directors is not aware presently of any matters to be
presented at the Annual Meeting other than the election of directors. If,
however, other matters are properly brought before the Annual Meeting, the
enclosed proxy gives discretionary authority to the persons named therein to act
in accordance with their best judgment on such matters. Shareholder proposals,
intended to be included in the proxy material relating to the Annual Meeting of
Shareholders to be held August 4, 1998, must be received by the Corporation not
later than February 26, 1998. Such proposals should be addressed to the
Corporate Secretary at the Corporation's principal executive offices.
By order of the Board of Directors.
MARSH SUPERMARKETS, INC.
By: /s/ P. LAWRENCE BUTT
-----------------------------------
P. Lawrence Butt, Secretary
Indianapolis, Indiana
June 26, 1997
A COPY OF THE CORPORATION'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED MARCH 29, 1997 MAY BE OBTAINED WITHOUT CHARGE BY ANY SHAREHOLDER TO WHOM
THIS PROXY STATEMENT IS SENT, UPON WRITTEN REQUEST TO P. LAWRENCE BUTT,
SECRETARY, MARSH SUPERMARKETS, INC., 9800 CROSSPOINT BOULEVARD, INDIANAPOLIS,
INDIANA 46256-3350. COPIES OF EXHIBITS TO THE FORM 10-K ALSO WILL BE AVAILABLE
UPON WRITTEN REQUEST ON PAYMENT OF CHARGES APPROXIMATING THE CORPORATION'S COST.
15
<PAGE> 18
Appendix A
MARSH
SUPERMARKETS, INC.
YOUR VOTE IS VERY IMPORTANT
Please sign, date, detach and return the card below in the envelope provided.
DETACH CARD
- --------------------------------------------------------------------------------
MARSH SUPERMARKETS, INC.
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints J. Michael Blakley, Charles R. Clark and James
K. Risk, III, or any one of them, as proxies, each with the power of
substitution, and authorizes them to represent the undersigned, and to vote as
indicated hereon all shares of Class A Common Stock of Marsh Supermarkets, Inc.
held of record by the undersigned on June 2, 1997, at the Annual Meeting of
Shareholders to be held August 5, 1997, and at any adjournment thereof.
1. The election of three (3) directors. NOMINEES ARE: Don E. Marsh, William L.
Marsh, and Stephen M. Huse for terms of three years each.
[ ] FOR ALL NOMINEES LISTED ABOVE EXCEPT THOSE WHOSE NAMES ARE WRITTEN BELOW:
[ ] WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES.
- ------------------------------------------------------------
2. In their discretion with respect to such other business as may properly come
before the meeting.
(PLEASE DATE AND SIGN ON REVERSE SIDE AND RETURN THIS PROXY IN THE ACCOMPANYING
ENVELOPE PROMPTLY.)
<PAGE> 19
DETACH CARD
- --------------------------------------------------------------------------------
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR ALL NOMINEES FOR
DIRECTOR.
Receipt of the Notice of Annual Meeting of Shareholders and Proxy Statement,
dated June 26, 1997, and the 1997 Annual Report to Shareholders is hereby
acknowledged.
Please sign exactly as your name(s) appear hereon. If shares are owned jointly,
all owners should sign. If signing as attorney, executor, administrator,
trustee, guardian, corporate officer or other representative capacity, please
indicate your full title as such.
Dated: , 1997
-----------------
-----------------------------
Signature
-----------------------------
Signature
<PAGE> 20
Appendix B
MARSH
SUPERMARKETS, INC.
YOUR VOTE IS VERY IMPORTANT
Please sign, date, detach and return the card below in the envelope provided.
DETACH CARD
- --------------------------------------------------------------------------------
MARSH SUPERMARKETS, INC.
401(k) PLAN
THIS INSTRUCTION CARD IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby authorizes the Trustee of the Marsh Supermarkets, Inc.
401(k) Plan ("Plan") to appoint J. Michael Blakley, Charles R. Clark and James
K. Risk, III, or any one of them, as attorneys-in-fact and proxies, each with
the power of substitution, and authorizes such persons to represent the
undersigned, and to vote as indicated hereon all shares of Class A Common Stock
of Marsh Supermarkets, Inc. credited to the undersigned's account in the Plan as
of June 2, 1997, at the Annual Meeting of Shareholders to be held August 5,
1997, and at any adjournment thereof.
1. The election of three (3) directors. NOMINEES ARE: Don E. Marsh, William L.
Marsh, and Stephen M. Huse for terms of three years (3) each.
[ ] FOR ALL NOMINEES LISTED ABOVE EXCEPT THOSE WHOSE NAMES ARE WRITTEN BELOW:
[ ] WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES.
- ------------------------------------------------------------
2. In their discretion with respect to such other business as may properly come
before the meeting.
(PLEASE DATE AND SIGN ON REVERSE SIDE AND RETURN THIS INSTRUCTION CARD IN THE
ACCOMPANYING ENVELOPE PROMPTLY.)
<PAGE> 21
DETACH CARD
- --------------------------------------------------------------------------------
UNLESS OTHERWISE SPECIFIED, THIS INSTRUCTION CARD WILL BE VOTED FOR ALL
NOMINEES FOR DIRECTOR.
Receipt of the Notice of Annual Meeting of Shareholders and Proxy Statement,
dated June 26, 1997, and the 1997 Annual Report to Shareholders is hereby
acknowledged.
Please sign exactly as your name(s) appear below.
Dated: , 1997
-----------------
-----------------------------
Signature
-----------------------------
Signature
<PAGE> 22
Appendix C
MARSH
SUPERMARKETS, INC.
YOUR VOTE IS VERY IMPORTANT
Please sign, date, detach and return the card below in the envelope provided.
DETACH CARD
- --------------------------------------------------------------------------------
MARSH SUPERMARKETS, INC.
MARSH EQUITY OWNERSHIP PLAN
THIS INSTRUCTION CARD IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby authorizes the Trustee of the Marsh Equity Ownership
Plan ("Plan") to appoint J. Michael Blakley, Charles R. Clark and James K. Risk,
III, or any one of them, as attorneys-in-fact and proxies, each with the power
of substitution, and authorizes such persons to represent the undersigned, and
to vote as indicated hereon all shares of Class A Common Stock of Marsh
Supermarkets, Inc. credited to the undersigned's account in the Plan as of June
2, 1997, at the Annual Meeting of Shareholders to be held August 5, 1997, and at
any adjournment thereof.
1. The election of three (3) directors. NOMINEES ARE: Don E. Marsh, William L.
Marsh, and Stephen M. Huse for terms of three (3) years each.
[ ] FOR ALL NOMINEES LISTED ABOVE EXCEPT THOSE WHOSE NAMES ARE WRITTEN BELOW:
[ ] WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES.
- ------------------------------------------------------------
2. In their discretion with respect to such other business as may properly come
before the meeting.
(PLEASE DATE AND SIGN ON REVERSE SIDE AND RETURN THIS INSTRUCTION CARD IN THE
ACCOMPANYING ENVELOPE PROMPTLY.)
<PAGE> 23
DETACH CARD
- --------------------------------------------------------------------------------
UNLESS OTHERWISE SPECIFIED, THIS INSTRUCTION CARD WILL BE VOTED FOR ALL
NOMINEES FOR DIRECTOR.
Receipt of the Notice of Annual Meeting of Shareholders and Proxy Statement,
dated June 26, 1997, and the 1997 Annual Report to Shareholders is hereby
acknowledged.
Please sign exactly as your name(s) appear below.
Dated: , 1997
-----------------
-----------------------------
Signature
-----------------------------
Signature
