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FORM 8-A/A
AMENDMENT NO. 2
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MARSH SUPERMARKETS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Indiana 35-0918179
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
9800 Crosspoint Boulevard, Indianapolis, Indiana 46256-3350
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective pursuant Exchange Act and is effective pursuant
to General Instruction A.(c), please to General Instruction A.(d), please
check the following box. ( ) check the following box. (x)
Securities Act registration statement file number to which this form relates:
Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on Which
Title of Each Class to be Registered Each Class is to be Registered
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Securities to be registered pursuant to Section 12(g) of the Act:
Series A Junior Participating
Cumulative Preferred Stock
Purchase Rights
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(Title of class)
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The undersigned registrant hereby amends the following items and exhibits or
other portions of its Registration Statement on Form 8-A as follows:
Item 1. Description of Registrant's Securities to be Registered
Item 1 is hereby amended by adding the following paragraphs:
Effective December 24, 1998, Marsh Supermarkets, Inc. (the "Company")
amended and restated (the "Amended and Restated Rights Agreement") the Rights
Agreement dated as of August 1, 1989, as amended on May 1, 1991 (the "Original
Agreement"), between the Company and National City Bank as successor Rights
Agent for Merchants National Bank & Trust Company of Indianapolis. The
following paragraphs summarize the principal amendments to the Original
Agreement effectuated through this amendment. Capitalized terms used without
definition below have the meaning assigned to them in the Amended and Restated
Rights Agreement.
1. Extension of Term. The Amended and Restated Rights Agreement
extends the Final Expiration Date from July 31, 1999 to December 24, 2008.
2. Allowance for Inadvertent Acquisitions. The Amended and Restated
Rights Agreement excludes from the definition of an Acquiring Person any Person
who, in the good faith belief of the Company's Board of Directors,
inadvertently becomes an Acquiring Person and who promptly thereafter divests
themselves of a sufficient number of shares so as to no longer be an Acquiring
Person.
3. Removal of Independent Director Provisions. The Amended and
Restated Rights Agreement deletes the term Independent Director in its entirety
and, consistent therewith, removes from the Rights Agreement all reference to
Independent Director decision-making, such decision-making now being vested in
the Board of Directors.
4. Purchase Price. The Purchase Price of a Right remains $65.00 per
one one-hundredth of a share of Preferred Stock.
The foregoing description of the Amended and Restated Rights Agreement
does not purport to be complete and is qualified in its entirety by reference
to the Amended and Restated Rights Agreement.
Item 2. Exhibits
1. Rights Agreement, dated August 1, 1989, between
Marsh Supermarkets, Inc. and Merchants National Bank
& Trust Company of Indianapolis, as Rights Agent,
(incorporated by reference to Marsh Supermarkets,
Inc.'s Quarterly Report on Form 10-Q for the quarter
ended October 14, 1989).
2. Amendment No.1 to the Rights Agreement, dated May 1,
1991, between Marsh Supermarkets, Inc. and National
City Bank as successor Rights Agent for Merchants
National Bank & Trust Company of Indianapolis
(incorporated
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by reference to Marsh Supermarkets, Inc.'s Annual
Report on Form 10-K, filed March 30, 1991).
3. Amended and Restated Rights Agreement, dated
December 24, 1998 between Marsh Supermarkets, Inc.
and National City Bank, as Rights Agent, including,
Copy of Certificate of Designation, Preferences and
Rights (Exhibit A), Form of Rights Certificate
(Exhibit B) and Form of Summary of Rights (Exhibit
C) (incorporated by reference to Exhibit 99.2 to
Marsh Supermarkets, Inc.'s Current Report on Form
8-K filed December 24, 1998).
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SIGNATURE
Pursuant to the requirement of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
MARSH SUPERMARKETS, INC.
By: /s/ Don E. Marsh
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Name: Don E. Marsh
Title: Chairman of the Board,
President and Chief
Executive Officer
Dated: December 24, 1998
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EXHIBIT INDEX
1. Rights Agreement, dated August 1, 1989, between Marsh
Supermarkets, Inc. and Merchants National Bank & Trust
Company of Indianapolis, as Rights Agent, (incorporated by
reference to Marsh Supermarkets, Inc.'s Quarterly Report on
Form 10-Q for the quarter ended October 14, 1989).
2. Amendment No.1 to the Rights Agreement, dated May 1, 1991,
between Marsh Supermarkets, Inc. and National City Bank as
successor Rights Agent for Merchants National Bank & Trust
Company of Indianapolis (incorporated by reference to Marsh
Supermarkets, Inc.'s Annual Report on Form 10-K, filed March
30, 1991).
3. Amended and Restated Rights Agreement, dated December 24,
1998 between Marsh Supermarkets, Inc. and National City Bank,
as Rights Agent, including Copy of Certificate of
Designation, Preferences and Rights (Exhibit A), Form of
Rights Certificate (Exhibit B) and Form of Summary of Rights
(Exhibit C) (incorporated by reference to Exhibit 99.2 to
Marsh Supermarkets, Inc.'s Current Report on Form 8-K filed
December 24, 1998).
