<PAGE> 1
UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE
FISCAL YEAR ENDED DECEMBER 31, 1999.
COMMISSION FILE NUMBER: 0-1532
A. Full title of the plan and the address of the plan, if
different than that of the issuer named below:
MARSH SUPERMARKETS, INC. 401(K) PLAN
B. Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office:
MARSH SUPERMARKETS, INC.
9800 CROSSPOINT BOULEVARD
INDIANAPOLIS, INDIANA 46256
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Marsh Supermarkets, Inc. 401(k) Plan
Financial Statements and Schedules
December 31, 1999 and 1998 and for the year ended December 31, 1999 with Report
of Independent Auditors
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Marsh Supermarkets, Inc. 401(k) Plan
Financial Statements and Schedules
December 31, 1999 and 1998
and for the year ended December 31, 1999
CONTENTS
<TABLE>
<S> <C>
Report of Independent Auditors ............................................1
Audited Financial Statements
Statements of Net Assets Available for Benefits............................2
Statement of Changes in Net Assets Available for Benefits..................3
Notes to the Financial Statements..........................................4
Schedules
Schedule of Assets Held for Investment Purposes at End of Year ............9
Schedule of Reportable Transactions ......................................10
</TABLE>
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Report of Independent Auditors
Administrative Committee
Marsh Supermarkets, Inc. 401(k) Plan
We have audited the accompanying statements of net assets available for benefits
of the Marsh Supermarkets, Inc. 401(k) Plan as of December 31, 1999 and 1998,
and the related statement of changes in net assets available for benefits for
the year ended December 31, 1999. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1999 and 1998, and the changes in its net assets available for
benefits for the year ended December 31, 1999, in conformity with accounting
principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment purposes at end of year as of December 31, 1999, and
reportable transactions for the year then ended, are presented for purposes of
additional analysis and are not a required part of the financial statements but
are supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement and
Income Security Act of 1974. These supplemental schedules are the responsibility
of the Plan's management. The supplemental schedules have been subjected to the
auditing procedures applied in our audits of the financial statements and in our
opinion, are fairly stated in all material respects in relation to the financial
statements taken as a whole.
June 20, 2000
1
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Marsh Supermarkets, Inc. 401(k) Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
DECEMBER 31
1999 1998
---------------------------------
<S> <C> <C>
ASSETS
Investments, at fair value:
Money market funds $ 186,948 $ 236,877
Marsh stock 13,050,832 12,999,255
Mutual funds 31,281,444 24,572,555
Common/collective trust 3,922,458 3,142,154
Loans to participants 2,077,604 1,156,060
---------------------------------
Total investments 50,519,286 42,106,901
Receivables and other assets:
Employee contributions 138,269 136,812
Employer contributions 27,549 27,065
Interest and dividends receivable 13,051 1,396
---------------------------------
178,869 165,273
---------------------------------
Total assets 50,698,155 42,272,174
LIABILITIES
Due to (from) brokers 12,888 21,442
---------------------------------
Net assets available for benefits $50,685,267 $42,250,732
=================================
</TABLE>
See accompanying notes.
2
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Marsh Supermarkets, Inc. 401(k) Plan
Statement of Changes in Net Assets Available for Benefits,
Year ended December 31, 1999
<TABLE>
<S> <C>
Additions to net assets attributed to:
Investment income:
Net realized and unrealized appreciation
in fair value of investments $ 2,268,759
Interest 174,332
Dividends 858,504
-----------
3,301,595
Contributions:
Employee 5,803,902
Employer 3,040,982
-----------
8,844,884
-----------
Total additions 12,146,479
Deductions from net assets attributed to:
Benefits paid to participants
or their beneficiaries 3,675,171
Administrative expenses 36,773
-----------
Total deductions 3,711,944
-----------
Net increase 8,434,535
Net assets available for benefits:
Beginning of year 42,250,732
-----------
End of year $50,685,267
===========
</TABLE>
See accompanying notes.
3
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Marsh Supermarkets, Inc. 401(k) Plan
Notes to the Financial Statements
December 31, 1999
1. DESCRIPTION OF THE PLAN
The following description of the Marsh Supermarkets, Inc. 401(k) Plan (the
"Plan") provides only general information. Participants should refer to the
Summary Plan Description for a more complete description of the Plan's
provisions.
GENERAL
The Plan was established by Marsh Supermarkets, Inc. (the "Company") to provide
retirement benefits for participating eligible employees. The Company's
Retirement Committee, appointed by the Board of Directors of the Company, serves
as the Plan Administrative Committee. The trustee of the Plan is Key Trust
Company of Ohio, N.A. ("Key Trust").
The Plan is a defined contribution retirement plan covering employees of the
Company who have met certain requirements for participation. The Plan provides
for normal retirement at age 65, but includes a provision that allows
participants to elect to receive benefits prior to their normal retirement age.
The Plan also has provisions allowing for hardship withdrawals and loans.
CONTRIBUTIONS
The Plan provides for employees to contribute from 1 to 15 percent (up to the
IRS maximum) of their compensation on a pre-tax basis. The Company contributes
an amount equal to 25 percent of employee before tax contributions (excluding
contributions in excess of six percent of compensation) in the form of Company
stock. The Plan also provides for additional grandfathered and discretionary
profit sharing contributions determined by the Board of Directors of the
Company. The grandfathered contribution is not discretionary. It is allocated to
certain longer service employees who participated in the Marsh Pension Plan and
is intended to help offset the loss of future benefit accruals under the Pension
Plan. Grandfathered contributions of $915,826 were made in 1999. During 1999 a
total of $1,042,225 in discretionary profit sharing contributions were made.
4
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Marsh Supermarkets, Inc. 401(k) Plan
Notes to the Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
ALLOCATIONS TO PARTICIPANTS
Income on the investments of the funds is allocated daily to participants'
accounts based on their account balance. Forfeited balances of terminated
participants' nonvested accounts are used to reduce future Company
contributions.
INVESTMENT OPTIONS
Upon enrollment in the Plan, a participant may direct their contributions to any
of the investment options offered by the Plan. Company contributions are made in
the Marsh Stock Fund.
PAYMENT OF BENEFITS
Upon retirement or termination, a participant may receive contributions made to
the Plan, the vested portion of the employer contributions and an allocable
share of the Plan's earnings or losses. If requested, benefits are payable in a
lump sum no later than 60 days after the end of the plan year in which a
participant reaches normal retirement age or terminates employment.
EXPENSES OF THE PLAN
Investment management fees reduce plan earnings. All other plan expenses are
paid by the Company.
VESTING POLICY
The Employer Matching Contributions and Profit Sharing Contributions are subject
to vesting and forfeitures. 401(k) deferrals, rollovers and Grandfathered
Contributions are 100% vested and nonforfeitable. The matching and profit
sharing contributions are fully vested after 5 years.
5
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Marsh Supermarkets, Inc. 401(k) Plan
Notes to the Financial Statements (continued)
2. SUMMARY OF ACCOUNTING POLICIES
INVESTMENTS
Investments are carried at fair value. The fair value of investments in
securities traded on a national securities exchange is determined based on the
last reported sale on the last business day of the plan year as quoted in
business publications and by security brokers. Dividends are recorded as income
on the dividend record date.
USE OF ESTIMATES
Preparation of the financial statements in conformity with generally accepted
accounting principles requires management to make estimates that affect the
amounts reported in the financial statements and accompanying notes. Actual
results could differ from those estimates.
RECLASSIFICATION
Certain amounts in the 1998 financial statements have been reclassified to
conform to 1999 presentation.
3. INVESTMENTS
Investments that represent five percent or more of the Plan's net assets are
presented in the following table:
<TABLE>
<CAPTION>
1999 1998
--------------------------------
<S> <C> <C>
Investments at fair value as determined
by quoted market price:
Registered investment companies:
Fidelity Contrafund $21,874,181 $17,569,423
American Bond Fund 5,134,719 4,958,734
Common stock:
* Marsh Class A Common Stock:
661,130 and 458,742 shares 9,173,179 7,854,030
* Marsh Class B Common Stock:
382,978 and 354,917 shares 3,877,653 5,145,225
* Nonparticipant-directed
</TABLE>
6
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Marsh Supermarkets, Inc. 401(k) Plan
Notes to the Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
During 1999 the Plan's investments (including investments bought, sold, and held
during the year) appreciated (depreciated) as presented in the following table:
<TABLE>
<CAPTION>
NET REALIZED AND
UNREALIZED
APPRECIATION
(DEPRECIATION)
IN FAIR VALUE
-------------
<S> <C>
Investments at fair value as determined
by quoted market price:
Registered investment companies $ 5,258,385
Common stock (3,351,472)
Common collective trust funds 361,846
-----------
$ 2,268,759
===========
</TABLE>
4. NONPARTICIPANT-DIRECTED INVESTMENTS
Information about the net assets and the significant components of the changes
in net assets related to the nonparticipant-directed investments is as follows:
<TABLE>
<CAPTION>
DECEMBER 31
1999 1998
---------------------------------
<S> <C> <C>
Net assets:
Marsh common stock:
Class A $ 3,877,653 $ 7,854,030
Class B 9,173,179 5,145,225
Money Market 186,948 236,877
---------------------------------
$13,237,780 $13,236,132
=================================
</TABLE>
7
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Marsh Supermarkets, Inc. 401(k) Plan
Notes to the Financial Statements (continued)
4. NONPARTICIPANT-DIRECTED INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
1999
-----------
<S> <C>
Changes in net assets:
Contributions $ 4,129,335
Investment income 412,337
Net realized and unrealized appreciation
(depreciation) in fair value of investments (3,351,472)
Transfers to participant-directed funds (184,379)
Benefits paid to participants (970,228)
Administrative expenses (33,947)
-----------
$ 1,646
===========
</TABLE>
5. TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
dated October 16, 1998, stating that the Plan is qualified under Section 401(a)
of the Internal Revenue Code (the "Code") and, therefore, the related trust is
exempt from taxation. Once qualified, the Plan is required to operate in
conformity with the Code to maintain its qualification. The plan administrator
believes the Plan is operated in compliance with the applicable requirements of
the Code and, therefore, believes that the Plan is qualified and the related
trust is tax exempt.
6. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right to
discontinue its plan contributions at any time and to terminate the Plan subject
to the provisions of ERISA. In the event of plan termination, participants will
become 100 percent vested in their accounts.
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Marsh Supermarkets, Inc. 401(k) Plan
Schedule H, Line 4i - Schedule of Assets Held for
Investment Purposes at End of Year
December 31, 1999
<TABLE>
<CAPTION>
EIN Number: 35-0918179
Plan Number: 004
(b) (d) (e)
Description of Investment, Including
Identity of Issue, Borrower, Maturity Date, Rate of Interest,
Lessor, or Similar Party Par or Maturity Value Cost Current Value
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Shares of registered investment companies:
Fidelity Contrafund 895,033.918 shares $ 13,947,782 $ 21,874,181
Franklin Small Cap Growth Fund 40,447.671 shares 1,092,161 1,784,956
George Putnam Fund of Boston 30,060.113 shares 543,284 489,378
Templeton Foreign Fund 178,093.540 shares 1,751,310 1,998,210
Bond Fund of America Open-End Fund 395,586.974 shares 5,466,378 5,134,719
------------- --------------
22,800,915 31,281,444
Common/collective trust:
* EB Equity Index Fund 14,838.850 shares 1,141,776 1,464,560
* EB MaGIC Fund 180,705.222 shares 2,192,057 2,457,898
------------- --------------
3,333,832 3,922,458
Money market fund:
* Key Trust Company of Ohio, N.A. 186,948.070 shares 186,948 186,948
Common stock:
* Marsh Supermarkets, Inc. Class A 382,978.000 shares 9,416,324 9,173,179
* Marsh Supermarkets, Inc. Class B 661,130.000 shares 4,591,807 3,877,653
------------- --------------
14,008,131 13,050,832
Participant loans Interest rates ranging from 8.25% to 10.0% -- 2,077,604
=============================
$ 40,329,826 $ 50,519,286
=============================
</TABLE>
* Indicates party-in-interest to the Plan.
9
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Marsh Supermarkets, Inc.
Schedule H, Line 4j - Schedule of Reportable Transactions
Year Ended December 31, 1999
<TABLE>
<CAPTION>
EIN Number: 35-0918179
Plan Number: 004
(a) (b) (c) (d) (g) (h) (i)
Current Value
of Asset on
Purchase Selling Cost of Transaction Net Gain
Identity of Party Involved Description of Asset Price Price Assets Date or (Loss)
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Category (iii) - Single transactions in excess
of 5% of plan assets:
Marsh Supermarkets, Inc. Marsh Common Stock
Purchases $ 3,077,648 $ -- $ 3,077,648 $ 3,077,648 $ --
Key Trust Company of Ohio, N.A. Employee Benefits Money
Market Fund
Purchases 4,321,162 -- 4,321,162 4,321,162 --
Sales -- 4,371,091 4,371,091 4,371,091 --
</TABLE>
Information concerning (e) "Lease Rental" and (f) "Expense Incurred with
Transaction" has not been presented as it is not applicable. There were no
category (I), (ii) or (iv) reportable transactions during 1999.
10
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FINANCIAL STATEMENTS AND EXHIBITS
The following financial statements of Marsh Supermarkets, Inc. 401(k)
Plan are included herein:
Report of Independent Auditors
Statement of Net Assets Available for Benefits
as of December 31, 1999 and December 31, 1998
Statement of Changes in Net Assets Available for Benefits
for the Years Ended December 31, 1999
Notes to Financial Statements
Schedules
Consent of Independent Auditors
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Retirement Committee has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
MARSH SUPERMARKETS, INC. 401(k) PLAN
By: /s/ P. Lawrence Butt
------------------------------------
P. Lawrence Butt, Secretary
Retirement Committee
June 27, 2000
<PAGE> 15
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
Ex 23 Consent of Ernst & Young LLP,
Independent Public Accountants,
</TABLE>
