<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 LOGO)
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 1, 2000
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 1, 2000, at 10:00 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 Tuesday, June 1,
2000, 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 27, 2000
<PAGE> 3
MARSH SUPERMARKETS, INC.
9800 CROSSPOINT BOULEVARD
INDIANAPOLIS, INDIANA 46256-3350
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
AUGUST 1, 2000
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 27,
2000.
VOTING SECURITIES
At June 1, 2000, the Corporation had outstanding 4,004,408 shares of Class
A Common Stock and 4,505,956 shares of Class B Common Stock (collectively, the
"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 to come before the
Annual Meeting. Only Class A Common Stock shareholders of record at the close of
business on June 1, 2000 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 revoked earlier.
If a proxy is signed and returned, but 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 "withhold authority" with respect to the
election of directors 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. 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 of the Common Stock.
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 2003 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 such nominees are members
of the present Board of Directors and were elected at the 1997 Annual
Shareholders Meeting. All nominees have consented to serve if elected, but
should any nominee 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.
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 2003 ANNUAL
MEETING:
DON E. MARSH, 62............................................ 1959
Chairman of the Board, President and Chief Executive
Officer of the Corporation; son of Garnet R. Marsh and
brother of William L. Marsh; director, Indiana Energy
Incorporated, Indianapolis, Indiana (a gas utility
company); director, National City Bank, Indiana,
Indianapolis, Indiana. See Notes (1) and (2).
WILLIAM L. MARSH, 56........................................ 1991
Senior Vice President-Property Management of the
Corporation; son of Garnet R. Marsh and brother of Don E.
Marsh.
STEPHEN M. HUSE, 57......................................... 1985
President and Chief Executive Officer, Huse, Incorporated,
Bloomington, Indiana (a retail restaurant management
company); director, KeyBank, Indiana, Indianapolis,
Indiana. See Notes (2), (3) and (4).
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
NAME, AGE, PRINCIPAL OCCUPATION DIRECTOR
AND BUSINESS EXPERIENCE SINCE
------------------------------- --------
<S> <C>
INCUMBENT DIRECTORS ELECTED TO SERVE UNTIL THE 2001
ANNUAL MEETING:
GARNET R. MARSH, 89......................................... 1977
Widow of Ermal W. Marsh, founder of the Corporation;
mother of Don E. Marsh and William L. Marsh.
CATHERINE A. LANGHAM, 42.................................... 1998
President, Future Enterprises, Inc., Indianapolis, Indiana
(an expedited transport services, warehousing and
distribution company). See Note (1).
K. CLAY SMITH, 62........................................... 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), (2) and (4).
INCUMBENT DIRECTORS ELECTED TO SERVE UNTIL THE 2002
ANNUAL MEETING:
CHARLES R. CLARK, 66........................................ 1978
Partner, Beasley Gilkison Retherford Buckles & Clark,
Attorneys at Law, Muncie, Indiana. See Note (1).
JAMES K. RISK, III, 58...................................... 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, 59...................................... 1996
President and Chief Executive Officer, The Blakley
Corporation, Indianapolis, Indiana (a full service
flooring company). See Note (3).
P. LAWRENCE BUTT, 58........................................ 1999
Senior Vice President, Counsel and Secretary of the
Corporation.
</TABLE>
---------------
(1) Member of Audit Committee.
(2) Member of Executive Committee.
(3) Member of Compensation Committee.
(4) Member of Stock Award Committee.
COMMITTEES OF THE BOARD
The Board of Directors has standing Executive, Audit, Compensation and
Stock Award committees, membership in which is indicated in the preceding table,
but does not have a nominating committee. During fiscal year 2000, the Board of
Directors held four meetings, the Executive Committee held two meetings, the
Audit Committee held two meetings, the Compensation Committee held three
meetings, and the Stock Award Committee held one meeting. All directors, other
than Garnet R. Marsh, attended at least 75% of the aggregate of Board and
committee meetings of which they were members during the fiscal year.
3
<PAGE> 6
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 Compensation Committee, composed entirely of directors who are not
employees of the Corporation, reviews and approves the compensation policies and
actions affecting management's employment and severance arrangements, benefits
awarded under certain of the Corporation's incentive plans, such as the
Management Incentive Plan and the 1991 Employee Stock Incentive Plan, and
determines participation in the Supplemental Retirement Plans.
The Stock Award Committee, composed entirely of independent non-employee
directors, reviews and approves awards under the Marsh Supermarkets, Inc. 1998
Stock Incentive Plan.
COMPENSATION OF DIRECTORS
Each member of the Board of Directors who was not an employee of the
Corporation or any subsidiary or affiliated company in which the Corporation has
a direct or indirect ownership interest (an "Outside Director") received an
annual retainer of $30,000 during the fiscal year. The Chairman of each standing
committee of the Board of Directors who was an Outside Director also received an
additional annual 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 2000, fees paid to
Outside Directors for services in all capacities aggregated $245,417.
Each Outside Director who was serving on the Board of Directors on August
4, 1992, or who is 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 (the "1992
Stock Option Plan"). The 1992 Stock Option Plan also provides for the granting
of non-qualified stock options for 1,500 shares of Class B Common Stock at an
exercise price equal to the closing price of the Class B Common Stock on the
date of grant upon each election of an Outside Director to the Board of
Directors during the term of the 1992 Stock Option Plan, which expires in 2002.
Under the Outside Directors' Stock Plan, each Outside Director has the
opportunity to use all or any portion of the fees paid by the Corporation for
services as a director to purchase, at market price, shares of Class B Common
Stock in lieu of cash payment of such fees. In fiscal year 2000, Outside
Directors acquired an aggregate of 6,785 shares of Class B Common Stock pursuant
to the Outside Directors' Stock Plan in lieu of cash payment of fees.
Each Outside Director may, at the discretion of the Board of Directors, be
granted options to purchase shares of Class B Common Stock or awarded shares of
restricted Class B Common Stock pursuant to the 1999 Outside Directors' Stock
Option Plan approved by the shareholders at the 1999 Annual Meeting. In fiscal
year 2000, neither options to purchase nor shares of restricted stock were
granted to any Outside Director under this plan.
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 options or restricted stock
under the 1992 Stock Option Plan or the 1999 Outside Directors' Stock Option
Plan.
4
<PAGE> 7
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During fiscal year 2000, Don E. Marsh, a director and President and Chief
Executive Officer of the Corporation, was indebted to the Corporation in the
amount of $315,434 for the principal amount of, and accrued interest at 6% per
annum on, a loan due May 28, 2002. The Compensation Committee authorized the
Corporation to make this loan to Mr. Marsh and loans to other optionees under
the 1980 Marsh Stock Plan to fund the exercise of options granted under such
plan that would have expired May 31, 1993. Mr. Marsh also was indebted to the
Corporation for up to $207,164 during fiscal year 2000 for expenses incurred in
connection with business travel, substantially all of which was repaid prior to
the end of fiscal year 2000.
During fiscal year 1999, the Corporation adopted, and the shareholders
approved, the Executive Stock Purchase Plan of Marsh Supermarkets, Inc. The
purposes of the plan are to facilitate the purchase of issued and outstanding
shares of Common Stock by officers and executives of the Corporation, to align
more closely management's financial rewards with the financial rewards realized
by all other shareholders of the Corporation, to increase the officer's and
executive's motivation to manage the Corporation as owners, and to increase the
ownership of Common Stock among management of the Corporation. Purchases of
Common Stock by each participant in the plan were financed by personal bank
loans guaranteed by the Corporation, which has recourse against the participants
if the Corporation incurs a loss under the guarantees, in accordance with the
provisions of the plan. During fiscal year 2000, 13 officers and executives
participated in the plan and purchased an aggregate of 253,393 shares of Common
Stock. The aggregate number of shares of Common Stock purchased and the largest
amount owed on their personal bank loans during fiscal year 2000 by Messrs. Don
E. Marsh, Bryja, Dougherty and Butt were: 84,463 shares and $1,332,969(1);
29,563 shares and $466,555; 21,116 shares and $333,247; and 21,116 shares and
$333,247, respectively. The Corporation has also agreed to provide loans to
participants for the amount by which interest payments payable on the bank loans
exceed dividends paid on the shares purchased by the participants under the
plan.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. J. Michael Blakley is a director and President and Chief Executive
Officer of The Blakley Corporation, a full service flooring company, which, as a
subcontractor of the general contractors which constructed two supermarket
facilities in fiscal year 2000, indirectly supplied $406,915 of flooring
material to the Corporation. In fiscal year 2000, The Blakley Corporation also
supplied, in the ordinary course of business, $1,101 of flooring materials to
the Corporation upon terms which the Corporation believes were no less favorable
than the Corporation could have obtained from unaffiliated third parties.
Mr. James K. Risk, III, is a director and President and Chief Executive
Officer of Kirby Risk Corporation, a wholesale electrical equipment distributor
from which the Corporation purchased, in the ordinary course of business,
$258,815 of electrical supplies during fiscal year 2000 upon terms which the
Corporation believes were no less favorable than it could have obtained from
unaffiliated third parties.
---------------
(1) Excludes 25,340 shares and $399,910 associated with the participation of
Arthur A. Marsh and David A. Marsh (executives of the Corporation and sons
of Mr. Marsh) in the plan.
5
<PAGE> 8
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN
BENEFICIAL OWNERS
MANAGEMENT'S STOCK OWNERSHIP
The following table sets forth, as of June 1, 2000, certain information
regarding the beneficial ownership of 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............................ 1,500 6,622(2)
P. Lawrence Butt.............................. 85,638(3) 22,378(3) 2.1%
Charles R. Clark.............................. 375 5,393(4)
Stephen M. Huse............................... 874(5) 7,230(5)
Catherine A. Langham.......................... 0 3,179(6)
Don E. Marsh.................................. 543,881(7) 357,670(7) 13.6% 7.9%
Garnet R. Marsh............................... 129,371(8) 183,297(8) 3.2% 4.1%
William L. Marsh.............................. 179,856(9) 241,976(9) 4.5% 5.4%
James K. Risk, III............................ 2,225 6,320(10)
K. Clay Smith................................. 2,500(11) 6,595(11)
Frank J. Bryja................................ 84,734(12) 23,164(12) 2.1%
Douglas W. Dougherty.......................... 72,445(13) 7,983(13) 1.9%
All directors and executive officers as a
group (16 persons).......................... 1,229,685(14) 917,107(14) 30.7% 20.4%
</TABLE>
---------------
(1) Percentages less than 1% of the outstanding shares of either class of
Common Stock are not shown.
(2) Includes options to acquire 2,250 shares of Class B Common Stock which are
currently exercisable.
(3) Includes options to acquire 28,100 shares of Class A Common Stock and
15,300 shares of Class B Common Stock which are currently exercisable.
(4) Includes 125 shares owned by a member of immediate family and options to
acquire 3,750 shares which are currently exercisable.
(5) Includes 93 shares of Class A and Class B Common Stock owned by a
corporation in which Mr. Huse has an ownership interest and options to
acquire 3,000 shares of Class B Common Stock which are currently
exercisable.
(6) Includes options to acquire 1,500 shares of Class B Common Stock which are
currently exercisable.
(7) Includes 5,466 shares of Class A Common Stock and 5,483 shares of Class B
Common Stock owned by members of immediate family, and 123,221 shares of
Class A Common Stock and 127,413 shares of Class B Common Stock with
respect to which Don E. Marsh is trustee or co-trustee. Also includes
options to acquire 69,550 shares of Class A Common Stock and 42,300 shares
of Class B Common Stock which are currently exercisable.
(8) Includes 129,371 shares of Class A Common Stock and 179,547 shares of Class
B Common Stock owned by two trusts of which Garnet R. Marsh is either the
life tenant or income beneficiary. Don E. Marsh and William L. Marsh each
has a one-third remainder interest in each of the foregoing trusts,
6
<PAGE> 9
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. Marsh as co-trustees. William L. Marsh is a co-trustee of the
other trust. Also includes options to acquire 3,750 shares of Class B
Common Stock which are currently exercisable.
(9) Includes 1,175 shares of Class A Common Stock and 2,458 shares of Class B
Common Stock owned by members of immediate family and 129,371 shares of
Class A Common Stock and 179,547 shares of Class B Common Stock owned by
the trusts described in Note (8) above with respect to which William L.
Marsh is a co-trustee. Also includes options to acquire 17,188 shares of
Class A Common Stock and 21,550 shares of Class B Common Stock which are
currently exercisable.
(10) Includes options to acquire 3,750 shares of Class B Common Stock which are
currently exercisable.
(11) Includes 1,000 shares of Class A Common Stock held as custodian and options
to acquire 3,750 shares of Class B Common Stock which are currently
exercisable.
(12) Includes options to acquire 29,575 shares of Class A Common Stock and
13,300 shares of Class B Common Stock which are currently exercisable.
(13) Includes options to acquire 25,000 shares of Class A Common Stock and 7,300
shares of Class B Common Stock which are currently exercisable.
(14) Includes options to acquire 215,839 shares of Class A Common Stock and
133,750 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 1, 2000, other than Don E.
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 COMPANY, 729,844 shares(1) 18.2%
c/o American Financial Corporation
One East Fourth Street
Cincinnati, Ohio
</TABLE>
---------------
* Mailing address is 9800 Crosspoint Boulevard, Indianapolis, Indiana
46256-3350.
(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, Amendment No. 4
thereto, dated January 14, 1992, Amendment No. 5 thereto, dated April 12,
1995, in a Form 4, dated November 8, 1996, and in a Form 4, dated December
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 the fiscal
years ended March 28, 1998, March 27, 1999 and April 1, 2000, to the Chief
Executive Officer and each of the other four (4) most highly compensated
executive officers of the Corporation whose compensation exceeded $100,000 (the
"Named Officers").
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
-----------------------
ANNUAL COMPENSATION AWARDS
-------------------------------- -----------------------
OTHER RESTRICTED SECURITIES ALL
ANNUAL STOCK UNDERLYING OTHER
FISCAL SALARY BONUS COMPENSATION AWARDS OPTIONS/ COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($)(A) ($)(B) ($)(C) SARS(#) (D)($)
--------------------------- ------ ------- ------- ------------ ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Don E. Marsh, 2000 764,423 303,000 0 0 75,000 50,573
Director; Chairman of the Board, 1999 688,462 150,000 0 800,000 0 46,730
President & Chief Executive Officer 1998 550,000 150,000 10,425 479,415 0 10,039
Frank J. Bryja, 2000 280,289 79,600 0 0 35,000 13,346
President & Chief Operating 1999 259,615 50,000 988 0 12,500 12,370
Officer, Supermarket Division 1998 225,000 50,000 1,956 309,535 0 6,212
Douglas W. Dougherty, 2000 265,000 91,900 0 0 20,000 17,298
Senior Vice President, Chief 1999 252,308 50,000 0 120,000 0 15,450
Financial Officer & Treasurer 1998 235,000 50,000 0 309,535 0 4,964
William L. Marsh, 2000 275,192 70,000 0 0 5,000 9,128
Director; Senior Vice President-Property 1999 263,846 25,000 0 0 3,750 5,850
Management 1998 250,000 20,000 0 0 0 581
P. Lawrence Butt, 2000 231,635 80,200 0 0 20,000 14,193
Director; Senior Vice President, Counsel 1999 220,846 20,000 0 120,000 0 10,428
and Secretary 1998 207,000 40,000 0 309,535 0 3,409
</TABLE>
---------------
(a)Cash bonuses authorized by the Compensation Committee.
(b)Value of perquisites or other personal benefits, securities or property
received which did not exceed the lesser of $50,000 or 10% of salary and
bonus are not shown.
(c)Value at fiscal year end of 80,930, 19,970, 27,400 and 27,400 shares of Class
A Common Stock on which dividends are paid for Messrs. Marsh, Bryja,
Dougherty and Butt, respectively, was $1,178,341, $290,763, $398,944 and
$398,944, respectively.
(d)Includes for fiscal year 2000: (i) Supplemental Long-Term Disability Plan
premiums of $10,736, $2,572, $4,133, $3,483 and $1,700, respectively; (ii)
401(k) plan contributions of $2,550, $2,472, $2,468, $0 and $2,446,
respectively, (iii) group and other life insurance premiums of $28,371,
$5,676, $7,811, $5,645, and $7,820, respectively; and (iv) Deferred
Compensation Plan contributions of $8,916, $2,927, $2,886, $0, and $2,227,
respectively.
8
<PAGE> 11
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table sets forth information with respect to the grants of
options and SARs during the fiscal year ended April 1, 2000 to the Named
Officers, together with the exercise or base price, the expiration date and the
potential realizable value assuming certain rates of appreciation. No SARs were
granted during the fiscal year 2000.
OPTION/SAR GRANTS TABLE
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
---------------------------------------------------------------------------------------- POTENTIAL REALIZABLE
PERCENT OF VALUE AT ASSUMED
TOTAL ANNUAL RATES OF
NUMBER OF OPTIONS/ STOCK PRICE
SECURITIES SARS APPRECIATION FOR
UNDERLYING GRANTED TO OPTION TERM
OPTIONS/ EMPLOYEES EXERCISE --------------------
SARS IN FISCAL OR BASE EXPIRATION GRANT DATE
NAME GRANTED(#) YEAR PRICE($/SH) DATE PRESENT VALUE($)(1)
---- ---------- ---------- ----------- ---------- --------------------
<S> <C> <C> <C> <C> <C>
Don E. Marsh........................ 75,000 31.25% 13.50 5/11/09 313,774
Frank J. Bryja...................... 35,000 14.58% 13.50 5/11/09 146,428
Douglas W. Dougherty................ 20,000 8.33% 13.50 5/11/09 83,673
William L. Marsh.................... 7,500 3.13% 13.50 5/11/09 31,377
P. Lawrence Butt.................... 20,000 8.33% 13.50 5/11/09 83,673
</TABLE>
---------------
(1) Black-Sholes valuation method used assuming an expected volatility of 0.271,
a risk-free rate of return of 5.54%, a dividend yield of 3.009% and a term
of exercise of 10 years.
OPTIONS/SAR EXERCISES AND FISCAL YEAR END VALUES TABLE
The following table sets forth information with respect to the exercise of
options and SARs during, and the unexercised options and SARs held at the end
of, the fiscal year ended April 1, 2000, by the Named Officers. No SARs were
granted during fiscal year 2000. No options were exercised in fiscal year 2000.
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END
OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
SECURITIES UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS/SARS OPTIONS/SARS
AT FISCAL YEAR END AT FISCAL YEAR END($)(A)
--------------------------- ---------------------------
NAME CLASS EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Don E. Marsh..................................... A 69,550 18,750 69,600 59,625
B 42,300 0 0 0
Frank J. Bryja................................... A 29,575 35,675 27,250 27,825
B 13,300 0 0 0
Douglas W. Dougherty............................. A 25,000 5,000 26,500 15,900
B 7,300 0 0 0
William L. Marsh................................. A 17,188 7,500 14,575 6,625
B 21,550 0 0 0
P. Lawrence Butt................................. A 28,100 15,000 28,825 15,900
B 15,300 0 0 0
</TABLE>
---------------
(a) Value of unexercised options based on fiscal year end per share price of
$14.56 for Class A Common Stock and $9.00 for Class B Common Stock.
9
<PAGE> 12
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 the estimated benefits under the
Supplemental Retirement Plans which provide benefits inclusive of those that
would otherwise be denied to participants by reason of certain 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
-------------- ------------- ------------- -------------
<S> <C> <C> <C>
$ 200,000 $122,411 $126,431 $130,451
280,000 170,622 175,169 179,717
360,000 218,622 223,169 227,717
440,000 266,622 271,169 276,366
520,000 314,622 319,169 326,808
600,000 362,622 367,722 377,251
680,000 410,622 416,879 427,693
760,000 458,622 466,036 478,135
840,000 506,622 515,193 527,790
920,000 554,622 564,350 575,790
1,000,000 602,622 613,506 623,790
</TABLE>
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 Retirement Plans 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 and the benefit
formula under the Supplemental Retirement Plans was modified with respect to any
participants designated after January 1, 1997. Effective August 1, 1999, the
Senior Executive Supplemental Retirement Plan was adopted which modified the
benefit calculation for certain senior executives under the Supplemental
Retirement Plan.
As of June 1, 2000, Don E. Marsh, Frank J. Bryja, Douglas W. Dougherty,
William L. Marsh and P. Lawrence Butt had 42, 34, 6, 36 and 22 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
Plans would be $649,936, $142,420, $211,693, $212,247 and $190,572,
respectively.
EMPLOYMENT AND SEVERANCE AGREEMENTS
The Corporation has employment agreements with Don E. Marsh, William L.
Marsh, Douglas W. Dougherty and P. Lawrence Butt, dated as of August 3, 1999,
for terms of five years each, subject to
10
<PAGE> 13
termination or automatic extension as provided in the agreements. Under the
agreements, the base annual salaries for Don E. Marsh, William L. Marsh, Douglas
W. Dougherty and P. Lawrence Butt are $750,000, $270,000, $260,000 and $227,000,
respectively, subject to periodic review and increase, but not decrease, by the
Compensation Committee or the Board of Directors. The agreements also provide
that, in the event of termination of employment for reasons other than
retirement, Without Reason or Cause (as such terms are defined in the
agreements), each employee shall receive a salary continuation benefit for a
period of five years in an amount equal to the sum of the employee's highest
base salary during the last five years and the highest cash bonus during the
last 10 years, together with certain other limited employee benefits, as
described in each agreement. In addition, the Corporation has a severance
agreement with Frank J. Bryja, which provides that, in the event of a change in
control of the Corporation and subsequent severance of employment, Mr. Bryja
shall receive severance pay equal to three times the sum of his highest base
salary during the 12 months immediately preceding termination and his highest
annual bonus during the 36 months immediately preceding termination. The term of
such agreement is for a period of three years, subject to earlier termination
and automatic extension. If a change in control had occurred on April 1, 2000
and the employment of Mr. Bryja had been severed as of that date, he would have
been entitled to receive severance pay in the aggregate amount of $1,079,667.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
Compensation Philosophy
The Compensation Committee and the Stock Award Committee of the Board of
Directors (collectively, the "Committee") believe 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
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 performance targets established
in the Corporation's business plan; and
- 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
and general industry. 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 in general industry as
well as 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 retail industry and general
industry are generally appropriate for comparison, particularly after taking
into account
11
<PAGE> 14
differences in size and other factors. 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 retail or general industry
or the 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
shareholders' 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 2000 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 including those set
forth 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 Compensation 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 2000, the
Compensation Committee reviewed the salary ranges recommended by management
and consulted with the Chief Executive Officer. The Compensation 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, the Corporation's overall performance and
external market conditions. As a result of this analysis, increases in base
salaries (other than those related to increased responsibilities) averaging
0.8% were awarded to executive officers (other than the Chief Executive
Officer) during fiscal year 2000 reflecting the Compensation Committee's
subjective judgement as to individual contributions to the success of
meeting the Corporation's budgetary and other targets.
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 or the
12
<PAGE> 15
relevant business unit during a fiscal year exceed the minimum earnings
threshold approved by the Compensation Committee for such fiscal year. The
amount of any award varies with the level of responsibility and actual
earnings relative to threshold and target earnings. The Compensation
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, the level of executive salaries as compared to
the market, and the members' experience in business generally, the
Committee elected to increase generally the target incentive award levels
and determined subjectively the amount of each bonus after taking into
consideration the employee's past and potential for future contributions to
the Corporation. During fiscal year 2000, bonuses aggregating approximately
$496,000 were awarded to executive officers (other than the Chief Executive
Officer) under the Management Incentive Plan.
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 Supermarkets,
Inc. 1998 Stock Incentive Plan ("1998 Plan"). The Committee believes that
significant stock ownership is a major incentive in building shareholder
value and reviews awards of options and restricted stock with that goal in
mind.
The Corporation has no set policy as to when equity-based incentives should
be awarded, although historically stock options have been the principal vehicle
for payment of long-term incentive compensation and generally have been awarded,
along with any restricted stock grants, 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 equity-based
incentives to executive officers and other key employees as part of the
compensation package that is reviewed annually for each executive officer and
key employee. 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 2000, the Stock Award Committee authorized grants
under the 1998 Plan to executive officers (other than the Chief Executive
Officer) of 101,250 options to purchase Class A Common Stock based on their
individual efforts in moving the Corporation towards its strategic goals, among
other factors, in the subjective view of the Stock Award Committee.
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
fiftieth to seventy-fifth percentile of total compensation packages for
executives of selected peer group companies if the Corporation achieves the
annual earnings target, with total compensation at the seventy-fifth to
ninetieth percentile for above target performance. The long-term awards may be
composed of stock options, restricted stock, or other stock-based awards.
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
13
<PAGE> 16
considered concurrently with awards to other executive officers and follow the
same general policies as such other long-term incentive awards.
2000 Compensation of the Chief Executive Officer. In setting the
salary and incentive compensation levels of the Chief Executive Officer for
fiscal year 2000, the Committee reviewed his performance in moving the
Corporation towards its desired strategic direction. Based on the
subjective application of 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 Compensation Committee awarded the
Chief Executive Officer a cash bonus of $303,000 but no increase in base
compensation, and the Stock Award Committee awarded the Chief Executive
Officer options to purchase 75,000 shares of Class A Common Stock under the
1998 Plan.
COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(M)
Section 162(m) of the Code generally disallows a tax deduction to public
companies for compensation paid to any executive officer in excess of $1,000,000
annually. The Committee intends for executive compensation pursuant to the
Corporation's stock incentive plans generally to qualify as performance-based
compensation and therefore be excluded from the deduction limit found under
Internal Revenue Service regulations. Although the Committee currently
anticipates that the compensation to be paid in future years to substantially
all executive officers will be deductible under Section 162(m) because executive
officer compensation is generally well below the limit and because the Committee
intends to continue utilizing performance-based compensation, the Committee
believes its primary responsibility is to provide a compensation program that
will attract, retain and reward executive talent necessary to maximize returns
to shareholders and that the loss of the tax deduction may be necessary in some
instances to achieve this purpose.
Compensation Committee Stock Award Committee
---------------------- ---------------------
Stephen M. Huse, Chairman Stephen M. Huse, Chairman
J. Michael Blakley K. Clay Smith
James K. Risk, III
14
<PAGE> 17
PERFORMANCE GRAPH
MARSH SUPERMARKETS, INC., RUSSELL 2000, AND PEER GROUP
COMPARISON OF TOTAL RETURN TO SHAREHOLDERS (1)
LOGO
(1) Assumes $100 investment on March 31, 1995 in Marsh Supermarkets, Inc.,
Russell 2000, and Peer Group. Total returns are calculated on a dividends
reinvested basis. Indices are weighted by market capitalization.
(2) Data for Marsh Supermarkets, Inc., Peer Group and Russell 2000 was provided
by D.F. King & Co., Inc.
(3) Peer Group comprised of the following companies:
<TABLE>
<S> <C>
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.
</TABLE>
*Data unavailable for 2000
**Data unavailable after 1999
***Data unavailable after 1998
15
<PAGE> 18
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, 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.
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 its executive officers, directors and greater than 10% beneficial
owners complied with all applicable filing requirements of Section 16(a) during
fiscal year 2000, other than Garnet R. Marsh and William L. Marsh, for whom a
Form 4 and a Form 5 failed to be filed timely through no fault of Mrs. Marsh or
Mr. Marsh, and Don E. Marsh, J. Michael Blakley, Charles R. Clark and James K.
Risk, III, for whom a Form 5 failed to be filed timely through no fault of
Messrs. Marsh, Blakley, Clark and Risk.
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 31, 2001. 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.
SHAREHOLDER PROPOSALS
Shareholder proposals, intended to be included in the proxy material
relating to the Annual Meeting of Shareholders to be held August 7, 2001, must
be received by the Corporation not later than February 27, 2001 and must comply
with Rule 14a-8 of the Securities Exchange Act of 1934, as amended. In addition,
the Corporation's Bylaws establish an advance notice procedure with regard to
certain matters, including shareholder proposals not included in the
Corporation's proxy statement. In general, in order for any such matters to be
brought before an annual meeting of shareholders, notice must be received by the
Corporation not less than 60 days and not more than 90 days prior to the annual
meeting date and must contain specified information concerning the matters and
the shareholder proposing such matters. Such proposals should be addressed to
the Corporate Secretary at the Corporation's principal executive offices.
16
<PAGE> 19
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. By order of the Board of
Directors.
By order of the Board of Directors.
MARSH SUPERMARKETS, INC.
By: /s/ P. LAWRENCE BUTT
-----------------------------------
P. Lawrence Butt, Secretary
Indianapolis, Indiana
June 27, 2000
A COPY OF THE CORPORATION'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED APRIL 1, 2000 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 UPON PAYMENT OF CHARGES APPROXIMATING THE CORPORATION'S
REASONABLE COST IN FURNISHING SUCH EXHIBITS.
17
<PAGE> 20
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.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints J. Michael Blakley, Catherine A. Langham 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 1, 2000, at the Annual Meeting of
Shareholders to be held August 1, 2000, and at any adjournment thereof.
1. The election of three (3) directors. NOMINEES ARE: Stephen M. Huse, Don E.
Marsh and William L. Marsh 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 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> 21
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 27, 2000, and the 2000 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: , 2000
-----------------
-----------------------------
Signature
-----------------------------
Signature
<PAGE> 22
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, Catherine A. Langham 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 1, 2000, at the Annual Meeting of Shareholders to be held August 1,
2000, and at any adjournment thereof.
1. The election of three (3) directors. NOMINEES ARE: Stephen M. Huse, Don E.
Marsh and William L. Marsh 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 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 27, 2000, and the 2000 Annual Report to Shareholders is hereby
acknowledged.
Please sign exactly as your name(s) appear below.
Dated: , 2000
-----------------
-----------------------------
Signature
-----------------------------
Signature
<PAGE> 24
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, Catherine A. Langham 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
1, 2000, at the Annual Meeting of Shareholders to be held August 1, 2000, and at
any adjournment thereof.
1. The election of three (3) directors. NOMINEES ARE: Stephen M. Huse, Don E.
Marsh and William L. Marsh 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 INSTRUCTION CARD IN THE
ACCOMPANYING ENVELOPE PROMPTLY.)
<PAGE> 25
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 27, 2000, and the 2000 Annual Report to Shareholders is hereby
acknowledged.
Please sign exactly as your name(s) appear below.
Dated: , 2000
-----------------
-----------------------------
Signature
-----------------------------
Signature
