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1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended March 30, 1996
Commission File Number: 0-1532
MARSH SUPERMARKETS, INC.
(Exact name of registrant as specified in its charter)
INDIANA 35-0918179
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
9800 CROSSPOINT BOULEVARD
INDIANAPOLIS, INDIANA 46256-3350
(Address of principal executive offices) (Zip Code)
317-594-2100
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: None
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Class A Common Stock
Class B Common Stock
7% Convertible Subordinated Debentures, due 2003
Registrant (1) has filed all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months,
and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained to the
best of the Registrant's knowledge, in the definitive proxy statement
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K: __________
Aggregate market value of Class A Common Stock held by non-affiliates of
the Registrant as of June 3, 1996: $38,735,525. This calculation assumes all
shares of Common Stock beneficially held by officers and members of the Board
of Directors of the Registrant are owned by "affiliates", a status which each
of the officers and directors individually disclaims.
At June 3, 1996, there were 3,850,698 shares of Class A Common Stock and
4,544,855 shares of Class B Common Stock outstanding.
Portions of the 1996 Annual Report to shareholders for the year ended
March 30, 1996 are incorporated by reference into Parts I and II.
Portions of the Proxy Statement for the Annual Shareholders' Meeting to
be held August 6, 1996 are incorporated by reference into Part III.
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PART I
ITEM 1. BUSINESS
GENERAL
At March 30, 1996, Marsh Supermarkets, Inc. (the "Company" or "Marsh") operated
90 supermarkets and 181 Village Pantry convenience stores in central Indiana
and western Ohio. The Company believes Marsh supermarkets have one of the
largest market shares of supermarket chains operating in its market area and
Village Pantry has one of the largest market shares of convenience stores in
its market area. Marsh owns and operates a specialized convenience store
distribution business which services its Village Pantry stores as well as over
1,360 unaffiliated convenience stores in a nine state area. Marsh also owns
and operates a food services division.
SUPERMARKETS
At March 30, 1996, the Company operated 90 supermarkets, 77 in central Indiana
and 13 in western Ohio. The 37 stores in the Indianapolis metropolitan market
area constitute the Company's major market. The remaining supermarkets operate
in 35 other communities. Sales from supermarket operations represent
approximately 71% of the Company's fiscal 1996 consolidated sales and other
revenues.
The Company's supermarket merchandising strategy emphasizes service, quality
and convenient one-stop shopping at competitive prices. Of the Company's
supermarkets, 63 are open 24 hours a day, 15 are open until midnight, with the
remainder having various other schedules. All stores are open seven days a
week.
The Company believes providing quality merchandise is an important factor in
maintaining and expanding its customer base. In recent years, the Company has
devoted a greater proportion of new and remodeled stores to fresh, high quality
perishables, such as produce, delicatessen items, baked goods, prepared foods,
seafood and floral items. The Company believes fresh produce is an important
customer draw; therefore, it focuses on buying premium quality produce
worldwide. An extension of this theme is convenient, high quality, ready to
eat meals. These are offered as take-home items and for immediate consumption
in 13 of the newer stores. The geographic concentration of the supermarkets
enables the Company to deliver fresh items to its stores quickly and
frequently.
The Company's new and expanded large supermarket store format offers customers
convenient one-stop shopping. Its Marsh supermarkets feature an extended line
of traditional grocery store items as well as service and specialty departments
such as delicatessens, bakeries, prepared foods, prime cut meats, fresh
seafood, floral and video rental. The Company features nationally advertised
and distributed merchandise and products under its own trademarks, service
marks and trade names. Service and specialty departments included in Marsh
supermarkets include delicatessens (90 stores), hot prepared foods (59),
bakeries (90), prime cut service meat (60), fresh service seafood (61), floral
shops (59), imported cheese shops (49), wines and beer (83), salad bars (43),
video rental (79), cosmetic counters (17 stores), and shoe repair (20).
Twenty-two of the Company's supermarkets include pharmacies in food and drug
combination stores. To combat increasing competition from other retail formats,
such as wholesale clubs, 59 of the Company's supermarkets also include
warehouse-type sections offering large size and multi-pack products typically
featured by wholesale clubs, priced competitively with club prices. In
addition, banks or savings institutions operate branch facilities in 41 of the
Company's stores, and 36 stores offer ATM machines. Home delivery of orders
placed by customers via telephone, fax or computer modem is offered to the
Indianapolis metropolitan market.
The Company's large superstore format is in excess of 75,000 square feet, and
its modern conventional supermarket format is approximately 55,000 to 65,000
square feet. The Company currently operates five superstores and nine modern
conventional supermarkets. Approximately one-third of the sales area in these
stores is devoted to merchandising fresh, high quality perishable products such
as delicatessens, bakeries, prepared foods and produce, and approximately 5,000
square feet are devoted to warehouse-type merchandising of bulk club pack
merchandise.
The Company has developed a smaller, low-price supermarket format with limited
service and specialty departments as an alternative to the large, full service
supermarket. As of March 30, 1996, the Company operated eleven of its
supermarkets under this concept. Subsequent to March 30, 1996, an additional
conventional Marsh supermarket was converted to this format. The stores operate
under the trade name LoBill Foods. There is an ongoing development program
within the Company's market area to remodel selected Marsh supermarkets to the
LoBill format. The Company believes the LoBill format offers an opportunity to
maximize its market area by expanding into smaller communities and inner city
metropolitan areas that can be better served by that format, and to appeal to
the price motivated consumer in markets currently serviced by traditional Marsh
stores.
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The Company's supermarkets range in size from 15,000 to 81,500 square feet. The
average size is approximately 37,200 square feet. The Company has an ongoing
development program of constructing larger Marsh supermarkets within its market
area and remodeling, enlarging and replacing existing supermarkets. Future
development will continue to focus on a food and drug combination store format
of approximately 50,000 to 60,000 square feet, with superstores in excess of
80,000 square feet in select locations. The Company believes a larger store
format enables it to offer a wider variety of products and expanded service and
specialty departments, thereby strengthening its competitive position. The
following summarizes the number of stores by size categories:
Number
Square Feet of Stores
----------- ---------
More than 70,000 . . . . . . . . . . . . . . . . . . . . . . . . 5
50,000 - 70,000 . . . . . . . . . . . . . . . . . . . . . . . . 9
40,000 - 49,999 . . . . . . . . . . . . . . . . . . . . . . . . 7
30,000 - 39,999 . . . . . . . . . . . . . . . . . . . . . . . . 35
20,000 - 29,999 . . . . . . . . . . . . . . . . . . . . . . . . 31
Less than 20,000 . . . . . . . . . . . . . . . . . . . . . . . . 3
90
==
The Company advertises through various media, including circulars, newspapers,
radio and television. Printed circulars are used extensively on a weekly basis
to advertise featured items. The focus of the television campaign promotes a
quality and service image rather than specific products and prices. The
Indianapolis television market covers approximately 80% of the Company's
stores. Various sales enhancement promotional activities, including free
grocery and other programs designed to encourage repeat shoppers, are conducted
as an important part of the Company's merchandising strategy. The Company
utilizes a frequent shopper card program, "Fresh I.D.E.A." This card functions
as a check cashing card, video rental card and electronic coupons. Further, a
customer may select a VISA co-branded credit card option for their Fresh
I.D.E.A. card. Customers earn rebates on all credit card purchases, regardless
of the merchant.
CONVENIENCE STORES
At March 30, 1996, the Company operated 181 convenience stores under the
Village Pantry trade name. These self-service stores offer a broad selection
of grocery, bakery, dairy and delicatessen items including freshly prepared
food products. Approximately 60% of the stores also offer petroleum products.
Sales from the convenience stores represented approximately 13% of the
Company's fiscal 1996 consolidated sales and other revenues. Carry-out cold
beer, a high-volume item typically found in convenience stores in other
states, may be sold only by package liquor stores and taverns in Indiana;
accordingly, it is not sold in the Company's convenience stores. In Indiana,
all but six of the Company's convenience stores are open 24 hours a day; the
remaining stores close at 11:00 P.M. or midnight. All stores are open seven
days a week.
These stores offer fresh pastry products and sandwiches prepared in the stores.
The Company has added higher margin food and beverage products, such as
store-prepared pizza (39 stores), broasted chicken (43 stores), self-service
fountain drinks, as well as sit-down eating areas in a number of stores. The
Company has an ongoing program of remodeling, upgrading and replacing existing
Village Pantry stores with particular emphasis on developing locations that
will yield a high volume of gasoline sales. New stores generally average
3,700-4,500 square feet, compared to 1,800-2,500 square feet for older stores.
The larger size accommodates the new food products. In constructing new, and
remodeling and expanding existing stores, the Company tailors the format to
each specific market, with heavy emphasis on food service in areas which the
Company believes to be less susceptible to intense competition from major fast
food operators, such as smaller towns and high density neighborhoods.
CONVENIENCE STORE DISTRIBUTING COMPANY ("CSDC")
CSDC, a wholly-owned subsidiary of the Company, serves the Company's Village
Pantry stores and over 1,360 unaffiliated stores in a nine state area. CSDC
distributes a wide range of products typically sold in convenience stores,
including groceries, cigarette and other tobacco products, snack items,
housewares and health and beauty aids. Customers have the opportunity to order
most product lines in single units. CSDC owns a 210,000 square foot warehouse
and distribution facility in Richmond, Indiana, which the Company estimates is
operating at 75% of capacity. CSDC utilizes its own trucks and drivers for its
transportation needs. The CSDC sales and marketing staff of approximately 27
employees services existing customers and actively solicits new customers.
CSDC accounted for approximately 15% of the Company's fiscal 1996 consolidated
sales and other revenues.
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FOOD SERVICE
The Company focuses on presenting expertly prepared cuisine, of unsurpassed
freshness and quality in all of its food service operations. The Company's
food service operation does business as Crystal Food Services. It offers a
range of services including banquet hall catering, special events catering,
concession services, vending, and cafeteria management. The Company began its
food service operations in 1993 with ALLtimate Catering, and expanded in 1994,
with the acquisition of Crystal Catering. In 1995, the Company expanded again
with the acquisition of Martz and Associates Food Services. The Company
intends to grow the food services operations through the solicitation of new
period customers and possible acquisition of businesses that will complement the
existing operations.
The union of these operations created a unique range of services, products and
facilities. Crystal's banquet hall facilities include the Crystal Yacht Club,
the Marott, the Indiana Roof Ballroom, the Murat Shrine Centre, and the
Schnull-Rausch House. The Company does special event catering at the
Indianapolis Motor Speedway, Connor Prairie Museum, Indianapolis Museum of Art,
the Eiteljorg Western Museum of Art, and the RCA Tennis championships. Crystal
performs concession services at the Indianapolis Zoo, Conner Prairie and the
Indiana State Fairgrounds. Further, Crystal provides cafeteria management to 10
major employers and vending services to over 100 clients throughout the greater
Indianapolis area.
SUPPLY AND DISTRIBUTION
The Company supplies its supermarkets from three Company-operated distribution
facilities. Dry grocery and frozen food products are distributed from a
409,000 square foot leased facility in Indianapolis. Produce and meat products
are distributed from a 128,000 square foot perishable products facility in
Yorktown, Indiana. Non-food products are distributed from 180,000 square feet
of the 388,000 square foot Company owned warehouse (and former corporate
headquarters facility) in Yorktown. In addition, the Company leases a 150,000
square foot warehouse for storage of forward purchases of merchandise and
seasonal items. Additional outside warehouse space is leased as needed to meet
seasonal demand.
The Company's distribution centers are modern and highly automated.
Merchandise is controlled through an on-line computerized buying and inventory
control system. The Company believes its distribution centers, with the
exception of perishable products facility, are adequate for its needs for the
foreseeable future without major additional capital investment. The perishable
products facility will be expanded during the summer and fall of 1996. The
Company estimates the balance of its supermarket distribution centers currently
operate at approximately 75% of capacity. Approximately 80% of the delivery
trips from distribution centers to supermarkets are 75 miles or less.
The Company believes centralized direct buying from major producers and growers
and its purchasing and distribution functions provide it with advantages
compared to purchasing from a third-party wholesaler. Direct buying,
centralized purchasing, and controlled distribution reduce merchandise cost by
allowing the Company to minimize purchases from wholesalers and distributors
and to take advantage of volume buying opportunities and forward purchases of
merchandise. Centralized purchasing and distribution promote a consistent
merchandising strategy throughout the Company's supermarkets. Rapid inventory
turnover at the warehouse permits the Company's stores to offer consistently
fresh, high-quality products. Through frequent deliveries to the stores, the
Company is able to reduce in-store stockroom space and increase square footage
available for retail selling.
Some products, principally bakery, dairy and beverage items, and snack foods
are delivered directly to the supermarkets and convenience stores by
distributors of national and regional brands.
CSDC supplies grocery, produce, housewares, health and beauty aid, and
cigarette and tobacco products to the Company's convenience stores. Also, CSDC
supplies cigarette and tobacco products to the Company's supermarkets.
The Company operates a commissary to produce products sold through the
delicatessen departments of its supermarkets and convenience stores and to
third parties through CSDC. A Company owned greenhouse provides many of the
live potted plants sold in the supermarket floral departments.
The Company's supermarket transportation function is performed by Ruan
Transportation Management Systems ("Ruan"), an unaffiliated transportation
management and equipment leasing company. This service is provided under a
seven year contract dated September 18, 1987, which is automatically renewed
for successive one year terms unless canceled by Ruan or the Company at least
sixty days prior to the anniversary date, subject to early cancellation in
stages under certain conditions. Under the arrangement, Ruan employs the
drivers, dispatchers and maintenance personnel who perform the Company's
distribution function. A subsidiary of the Company leases most of its
tractor/trailer fleet from Ruan under long-term, full service leases.
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MANAGEMENT INFORMATION SYSTEMS
All of the Company's supermarkets are equipped with electronic scanning
checkout systems to minimize item pricing, provide more efficient and accurate
checkout line operation, and provide product movement data for merchandising
decisions and other purposes. The checkout systems are integrated with the
Company's frequent shopper card program to provide customer specific data to
facilitate individualized marketing programs. Point-of-sale electronic funds
transfer and credit card systems are in place in the supermarkets. Through the
use of a bank debit card, a customer can authorize the immediate transfer of
funds from their account to the Company at the point of purchase.
The Company utilizes in-store micro-computers in the supermarkets to automate
various tasks, such as electronic messaging, processing the receiving and
billing of vendor direct-store-delivered (DSD) merchandise, processing of video
rentals, processing pharmacy records in the 22 food and drug combination
stores, and time keeping for payroll processing. Future supermarket
applications, currently under development, include computer-assisted
reordering. All convenience stores are equipped with micro-computers for
electronic transmission of accounting and merchandising data to headquarters,
electronic messaging and processing DSD merchandise receiving and billing.
COMPETITION
The retail food industry is highly competitive. Marsh believes competitive
factors include quality perishable products, service, price, location, product
variety, physical layout and design of store interior, ease of ingress and
egress to the store and minimal out-of-stock conditions. Marsh endeavors to
concentrate its efforts on all of these factors with special emphasis on
maintaining high quality store conditions, high quality perishable products,
expanded service and specialty departments, and competitive pricing.
The Company believes it is one of the largest supermarket chains operating in
its market area. The Company's supermarkets are subject to competition from
local, regional and national supermarket chains, independent supermarkets, and
other retail formats, such as discount stores and wholesale clubs. The number
of competitors and degree of competition experienced by the Company's
supermarkets vary by location, with the Indianapolis metropolitan market
generally being subject to more price competition than the smaller markets.
The principal supermarket chain competitors are The Kroger Co., Super Valu Food
Stores, Inc., operating in the Indianapolis market through its "Cub Foods"
stores, and Meijer, Inc.
The Company believes Village Pantry is one of the largest convenience store
chains in its market area. Major competitors are petroleum marketing companies
which have converted or expanded gasoline locations to include convenience food
operations. National convenience store chains do not have a significant
presence in the Company's marketing area. The Company believes the principal
competitive factor for convenience stores is location, and it actively pursues
the acquisition of attractive sites for replacing existing stores and future
development of new stores.
The Company believes the primary competitive factors in CSDC's wholesale
distribution business are pricing, timeliness and accuracy of deliveries.
CSDC's major competitors are McLane Company, Inc. and several regional
wholesale distributors.
SEASONALITY
Marsh's supermarket sales are subject to some seasonal fluctuation, as are
other retail food chains. Traditionally, higher sales occur during the third
quarter holiday season, and lower sales occur in the warm weather months of the
second quarter. Convenience store sales traditionally peak in the summer
months.
EMPLOYEES
The Company has approximately 12,400 employees. Approximately 7,200 employees
are employed on a part-time basis. All employees are non-union, except
approximately 150 supermarket distribution facility employees who are unionized
under two three-year collective bargaining agreements which extend to May,
1997. The Company considers its employee relations to be excellent.
REGULATORY MATTERS
As a retailer of alcoholic beverages and gasoline, the Company is subject to
federal and state statutes, ordinances and regulations concerning the storage
and sale of these products. The Company is aware of the existence of petroleum
contamination at nine Village Pantry locations and has commenced remediation at
each of these sites. The cost of remediation varies significantly depending on
the extent, source and location of the contamination, geological and
hydrological conditions and other factors.
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ITEM 2. PROPERTIES
The following table summarizes the per unit and aggregate size of the retail
facilities operated by Marsh, together with an indication of the age of the
total square footage operated.
Per Store
Footage Operated Average 0-5 Years 5-10 Years Over 10 Years
---------------- ------- --------- ---------- -------------
Supermarkets 3,349,000 37,200 38% 34% 28%
Convenience Stores 506,000 2,800 20 35 45
----------
3,855,000
=========
Owned and leased retail facilities are summarized as follows:
Convenience
Supermarkets Stores
------------ -------
Owned 35 124
Leased:
Fixed rentals only 26 28
Fixed plus contingent rentals 29 29
-- ---
55 57
-- ---
90 181
== ===
Lease expirations:
Within five years 29 49
Five to ten years 20 7
Beyond ten years 6 1
-- ---
55 57
== ===
All leases, except for three supermarkets and fourteen Village Pantry stores,
have one to four renewal options for periods of two to five years each. The
majority of leases provide for payment of property taxes, maintenance and
insurance by the Company. In addition, the Company is obligated under leases
for 20 closed stores, of which 18 were subleased at March 30, 1996.
The non-perishable grocery products warehouse in Indianapolis is leased with an
initial lease term expiring in 2000 and options available through 2014. The
facility, constructed in 1969, is located on a 44 acre site and has a total of
409,000 square feet, of which 382,000 are utilized for grocery warehousing
operations. The remainder consists of a floral design center and office space.
A 128,000 square foot refrigerated perishable products handling facility in
Yorktown, Indiana, serves as the distribution center for meat, produce and
delicatessen items. The facility was completed in 1981, and financed by an
economic development bond lease. Ownership was transferred to the Company in
1996.
Marsh owns an additional 388,000 square foot facility in Yorktown.
Approximately 180,000 square feet of this facility is used as a distribution
center for non-food products, approximately 21,000 square feet is used by the
retail maintenance department, and an additional 55,000 square feet of
warehouse space is leased to third parties. The portion of this facility
formerly utilized for the corporate offices currently is vacant.
The Company leases a 172,000 square foot warehouse in Indianapolis for storage
of forward purchases of merchandise and seasonal items. A second 24,000 square
foot warehouse in Indianapolis is leased for use as a product reclamation
center.
The 160,000 square foot corporate headquarters in Indianapolis is owned by the
Company. This facility was completed and occupied in May 1991.
CSDC owns a 210,000 square foot warehouse and distribution facility in
Richmond, Indiana.
One supermarket (considered owned for purposes of the foregoing analysis) is
leased under an equity lease arrangement pursuant to which ownership is
transferred to the Company at the expiration of the leases.
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ITEM 3. LEGAL PROCEEDINGS
There are no pending legal proceedings to which Marsh is a party which are
material to its business, financial condition or results of operations or which
would otherwise be required to be disclosed under this item.
TEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its Annual Meeting of Shareholders on August 1, 1995 (the
"Annual Meeting"). At the Annual Meeting, shareholders voted to approve an
amendment to the 1991 Employee Stock Incentive Plan. The table below sets
forth the number of votes cast for, against and abstained with respect to such
proposal.
For Against Abstain
--- ------- -------
2,579,252 227,109 51,744
EXECUTIVE OFFICERS OF REGISTRANT
Information required by Item 10 with respect to the Registrant's executive
officers is set forth below. Each officer has been elected for a term to expire
in August 1996 or upon election of his successor by the Board of Directors.
NAME POSITION AGE FAMILY RELATIONSHIP
---- -------- --- -------------------
DON E. MARSH Chairman of the Board, President 58 Son of Garnet R. Marsh,
and Chief Executive Officer brother of C. Alan Marsh and
of William L. Marsh
Mr. Don E. Marsh has held his current position as Chairman of the Board of Directors, President and Chief Executive
Officer of the Company for more than the past five years. He has been employed by the Company in various supervisory and
executive capacities since 1961.
- -------------------------------------------------------------------------------------------------------------------------
C. ALAN MARSH Vice Chairman of the Board and 54 Son of Garnet R. Marsh,
Senior Vice President - Corporate brother of Don E. Marsh and
Development William L. Marsh
Mr. C. Alan Marsh has held his current position since February 23, 1992. For more than five years prior thereto, he
served as President and Chief Operating Officer, Marsh Village Pantries, Inc. He has been employed by the Company in
various supervisory and executive capacities since 1965.
- -------------------------------------------------------------------------------------------------------------------------
P. LAWRENCE BUTT Vice President, Counsel and Secretary 54 None
Mr. P. Lawrence Butt has held his current position for more than the past five years. He has been employed by the
Company in various executive capacities since 1977.
- -------------------------------------------------------------------------------------------------------------------------
DOUGLAS W. DOUGHERTY Vice President, Chief Financial Officer 52 None
and Treasurer
Mr. Douglas W. Dougherty has been employed by the Company as Chief Financial Officer since March 1994. His prior
experience includes senior financial executive positions with Hartmarx, Inc. from November 1990 to March 1994. Prior
experience includes senior management positions at Dayton Hudson Corp. and The May Department Stores Company.
- -------------------------------------------------------------------------------------------------------------------------
WILLIAM L. MARSH Vice President - General Manager, 52 Son of Garnet R. Marsh,
Property Management brother of Don E. Marsh and
C. Alan Marsh
Mr. William L. Marsh has held his current position for more than the past five years. On May 2, 1991, he was elected a
director of the Company. He has been employed by the Company in various supervisory and executive capacities since
1974.
- -------------------------------------------------------------------------------------------------------------------------
RONALD R. WALICKI President and Chief Operating Officer, 58 None
Supermarket Division
Mr. Ronald R. Walicki has held his current position since August 2, 1994. Prior thereto, he served as Executive Vice
President, Supermarket Division since February 7, 1994, and President and Chief Operating Officer of Marsh Village
Pantries, Inc. since February 1992. For more than five years prior to February 1992, he served as Vice President -
General Manager, Supermarket Division. He has been employed by the Company in various supervisory and management
positions since 1965.
- -------------------------------------------------------------------------------------------------------------------------
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DAVID M. REDDEN President and Chief Operating Officer, 48 None
Village Pantry Division
Mr. David M. Redden has held his current position since February 7, 1994. Prior thereto, he served as Vice President -
General Manager, Supermarket Division since February 1992, and as Vice President - Warehousing and Transportation from
April 1988 to February 1992. He has been employed by the Company in various supervisory and management positions since
1969.
- -------------------------------------------------------------------------------------------------------------------------
THEODORE R. VARNER President and Chief Operating Officer, 60 None
Convenience Store Distributing Company Division
Mr. Theodore R. Varner has held his current position, since August 2, 1994. For more than five years thereto, he served
as Vice President - General Manager, Convenience Store Distributing Company Division.
- -------------------------------------------------------------------------------------------------------------------------
JACK J. BAYT President and Chief Operating Officer, 39 None
Catering division
Mr. Jack J. Bayt has held his current position, since January 1, 1995. For more than five years thereto, he was
President and Chief Executive Officer of Crystal Catering of Indiana, Inc.
- -------------------------------------------------------------------------------------------------------------------------
MICHAEL D. CASTLEBERRY Assistant Treasurer and 38 None
Director of Corporate Accounting
Mr. Michael D. Castleberry has held his current position, as Assistant Treasurer, since August 2, 1994. Prior thereto,
he served as Director of Corporate Accounting since March 1991.
- -------------------------------------------------------------------------------------------------------------------------
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY
HOLDER MATTERS
Information on Common Stock and Shareholder Matters on pages 17 and 35 of the
1996 Annual Report to Shareholders is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
Selected Financial Data on page 16 of the 1996 Annual Report to Shareholders is
incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results of
Operations on pages 18 through 21 of the 1996 Annual Report to Shareholders for
the year ended March 30, 1996 is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements and notes thereto on pages 23 to 33 of
the 1996 Annual Report to Shareholders are incorporated herein by reference.
Quarterly Financial Data on page 17 of the 1996 Annual Report to Shareholders
are incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
In accordance with Instruction G(3), except as indicated in the following
sentence, the information called for by Items 10, 11, 12 and 13 is incorporated
by reference from the Registrant's definitive Proxy Statement pursuant to
Regulation 14A, to be filed with the Commission not later than 120 days after
March 30, 1996, the end of the fiscal year covered by this report. As permitted
by instruction G(3), the information on executive officers called for by Item
10 is included in Part I of this Annual Report on Form 10-K.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) The following consolidated financial statements of Marsh
Supermarkets, Inc. and subsidiaries, included in the 1996 Annual
Report to Shareholders for the year ended March 30, 1996 are
incorporated by reference in Item 8.
Consolidated Balance Sheets as of March 30, 1996 and April 1,
1995.
Consolidated Statements of Income for each of the three years in
the period ended March 30, 1996.
Consolidated Statements of Changes in Shareholders' Equity for
each of the three years in the period ended March 30, 1996.
Consolidated Statements of Cash Flows for each of the three
years in the period ended March 30, 1996.
Notes to consolidated financial statements.
Report of Independent Auditors.
(2) The following consolidated financial statement schedules of
Marsh Supermarkets, Inc. and subsidiaries are included in Item
14(d):
Note: All schedules for which provision is made in the
applicable accounting regulation of the Securities and
Exchange Commission are not required under the related
instructions, or are inapplicable, and therefore have been
omitted.
(3) The following exhibits are included in Item 14(c):
Exhibit 3 (a) - Restated Articles of Incorporation, as amended as of
May 15, 1991 - Incorporated by reference to Form 10-K
for the year ended March 30, 1991.
(b) - By-Laws as amended as of February 16, 1996.
Exhibit 4 (a) - Articles V, VI and VII of the Company's Restated Articles
of Incorporation, as amended as of May 15, 1991 -
Incorporated by reference to Form 10-K for the year ended
March 30, 1991.
(b) - Articles I and IV of the Company's By-laws, as amended as
of August 7, 1990 - Incorporated by reference to Form
10-Q for the quarter ended January 5, 1991.
(c) - Agreement of the Company to furnish a copy of any
agreement relating to certain long-term debt and leases
to the Securities and Exchange Commission upon its
request - Incorporated by reference to Form 10-K for the
year ended March 27, 1987.
(d) - Note Agreement, dated as of May 1, 1988, for $25,000,000
9.48% Senior Notes due June 30, 2003 - Incorporated by
reference to Form 10-Q for the quarter ended June 25,
1988. Bank, as successor to Merchants National Bank and
Trust Company of Indianapolis - Incorporated by reference
to Form 10-Q for the quarter ended October 14, 1989.
(f) - Amendment No. 1, dated as of May 1, 1991, to Rights
Agreement, dated as of August 1, 1989 - Incorporated by
reference to Form 10-K for the year ended March 30, 1991.
(g) - Note Agreement, dated as of October 15, 1992, for
$35,000,000 8.54% Senior Notes, Series A, due December
31, 2007, and $15,000,000 8.13% Senior Notes, Series B,
due December 31, 2004 - Incorporated by reference to
Registration Statement on Form S-2 (File No. 33-56738).
(h) - Society National Bank, as Trustee, including form of
Indenture - Incorporated by reference to Registration
Statement on Form S-2 (File No. 33-56738).
Exhibit 10 (a) - Agreements between Ruan Leasing Company and Marsh
Supermarkets, Inc., dated September 18, 1987 -
Incorporated by reference to Registration Statement on
Form S-2 (File No. 33-17730).
(b) - Lease Agreements relating to warehouse located at 333
South Franklin Road, Indianapolis, Indiana -Incorporated
by reference to Registration Statement on Form S-2 (File
No. 33-17730).
Management Contracts and Compensatory Plans
(c) - Marsh Supermarkets, Inc. 1987 Stock Option Plan -
Incorporated by reference to Registration Statement on
Form S-8 (File No. 33-33427).
(d) - Amendment to the Marsh Supermarkets, Inc. 1987 Stock
Option Plan - Incorporated by reference to Proxy
Statement, dated March 22, 1991, for a Special Meeting of
Shareholders held May 1, 1991.
9
10
(e) - Amended and Restated Employment and Severance
Agreements, dated December 3, 1992 - Incorporated by
reference to Registration Statement on Form S-2 (File
No. 33-56738).
(f) - Severance Agreements, dated December 31, 1991 -
Incorporated by reference to Registration Statement on
Form S-2 (File No. 33-56738).
(g) - Marsh Supermarkets, Inc. 1980 Marsh Stock Plan -
Incorporated by reference to Registration Statement on
Form S-8 (File No. 2-74859).
(h) - Amendment to the Marsh Supermarkets, Inc. 1980 Marsh
Stock Plan - Incorporated by reference to Proxy
Statement, dated March 22, 1991, for a Special Meeting
of Shareholders held May 1, 1991.
(i) - Supplemental Retirement Plan of Marsh Supermarkets,
Inc. and Subsidiaries - Incorporated by reference to
Registration Statement on Form S-2 (File No. 33-17730).
(j) - Indemnification Agreements - Incorporated by reference
to Form 10-Q for quarter ended January 6, 1990.
(k) - Marsh Supermarkets, Inc. 1991 Employee Stock Incentive
Plan - Incorporated by reference to Proxy Statement,
dated March 22, 1991, for a Special Meeting of
Shareholders held May 1, 1991.
(l) - Marsh Supermarkets, Inc. Executive Life Insurance Plan
- Incorporated by reference to Form 10-K for the year
ended March 30, 1991.
(m) - Marsh Supermarkets, Inc. Executive Supplemental
Long-Term Disability Plan - Incorporated by reference
to Form 10-K for the year ended March 30, 1991.
(n) - Marsh Supermarkets, Inc. 1992 Stock Option Plan for
Outside Directors - Incorporated by reference to Proxy
Statement, dated June 25, 1992, for the Annual Meeting
of Shareholders held August 4, 1992.
(o) - Employment contracts, dated January 1, 1995 -
Incorporated by reference to Form 10-Q for the quarter
ended January 7, 1995.
(p) - Amendment to Marsh Supermarkets, Inc. 1991 Employee
Stock Incentive Plan - Incorporated by reference to
Proxy Statement, dated June 22, 1995, for Annual
Meeting of Shareholders held August 1, 1995.
Exhibit 11 - Statement re: Computation of Per Share Earnings
Exhibit 13 - 1996 Annual Report to Shareholders (only portions
specifically incorporated by reference are included
herein)
Exhibit 21 - Subsidiaries of the Registrant
Exhibit 23 - Consent of Independent Auditors
Exhibit 27 - Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K:
There were no reports on Form 8-K filed by the Registrant with respect
to the fourth quarter of its fiscal year ended March 30, 1996.
10
11
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
MARSH SUPERMARKETS, INC.
June 17, 1996 By: /s/ Don E. Marsh
-------------------------------------
Don E. Marsh, Chairman of the Board,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
June 17, 1996 /s/ Don E. Marsh
----------------------------------------------------
Don E. Marsh, Chairman of the Board, President,
Chief Executive Officer and Director
June 17, 1996 /s/ Douglas W. Dougherty
----------------------------------------------------
Douglas W. Dougherty, Vice President,
Chief Financial Officer and Treasurer
June 17, 1996 /s/ Michael D. Castleberry
----------------------------------------------------
Michael D. Castleberry, Assistant Treasurer and
Director Corporate Accounting
June 17, 1996 /s/ C. Alan Marsh
----------------------------------------------------
C. Alan Marsh, Vice Chairman of the Board and
Senior Vice President - Corporate Development
and Director
June 17, 1996 /s/ Garnet R. Marsh
----------------------------------------------------
Garnet R. Marsh, Director
June 17, 1996 /s/ William L. Marsh
----------------------------------------------------
William L. Marsh, Vice President - General Manager,
Property Management and Director
June 17, 1996 /s/ Jack E. Buckles
-----------------------------------------------------
Jack E. Buckles, Director
June 17, 1996 /s/ Charles R. Clark
-----------------------------------------------------
Charles R. Clark, Director
June 17, 1996 /s/ Stephen M. Huse
-----------------------------------------------------
Stephen M. Huse, Director
June 17, 1996 /s/ James K. Risk, III
-----------------------------------------------------
James K. Risk, III, Director
June 17, 1996 /s/ K. Clay Smith
-----------------------------------------------------
K. Clay Smith, Director
June 17, 1996 /s/ J. Michael Blakely
-----------------------------------------------------
J. Michael Blakely, Director
11
12
Exhibit Index Page No.
------------- --------
Exhibit 3 (a) - Restated Articles of Incorporation, as amended as of
May 15, 1991 - Incorporated by reference to Form 10-K
for the year ended March 30, 1991.
(b) - By-Laws as amended as of February 16, 1996.
Exhibit 4 (a) - Articles V, VI and VII of the Company's Restated
Articles of Incorporation, as amended as of May 15,
1991 - Incorporated by reference to Form 10-K for the
year ended March 30, 1991.
(b) - Articles I and IV of the Company's By-Laws, as amended
as of August 7, 1990 - Incorporated by reference to
Form 10-Q for the quarter ended January 5, 1991.
(c) - Agreement of the Company to furnish a copy of any
agreement relating to certain long-term debt and leases
to the Securities and Exchange Commission upon its
request - Incorporated by reference to Form 10-K for
the year ended March 27, 1987.
(d) - Note Agreement, dated as of May 1, 1988, for
$25,000,000 9.48% Senior Notes due June 30, 2003 -
Incorporated by reference to Form 10-Q for the quarter
ended June 25, 1988.
(e) - Rights Agreement, dated as of August 1, 1989, between
Marsh Supermarkets, Inc. and National City Bank, as
successor to Merchants National Bank and Trust Company
of Indianapolis - Incorporated by reference to Form
10-Q for the quarter ended October 14, 1989.
(f) - Amendment No. 1, dated as of May 1, 1991, to Rights
Agreement, dated as of August 1, 1989 - Incorporated
by reference to Form 10-K for the year ended March 30,
1991.
(g) - Note Agreement, dated as of October 15, 1992, for
$35,000,000 8.54% Senior Notes, Series A, due December
31, 2007, and $15,000,000 8.13% Senior Notes, Series B,
due December 31, 2004 - Incorporated by reference to
Registration Statement on Form S-2 (File No. 33-56738).
(h) - Indenture dated as of February 15, 1993, between Marsh
Supermarkets, Inc. and Society National Bank, as
Trustee, including form of Indenture - Incorporated by
reference to Registration Statement on Form S-2 (File
No. 33-56738).
Exhibit 10 (a) - Agreements between Ruan Leasing Company and Marsh
Supermarkets, Inc., dated September 18, 1987 -
Incorporated by reference to Registration Statement on
Form S-2 (File No. 33-17730).
(b) - Lease Agreements relating to warehouse located at 333
South Franklin Road, Indianapolis, Indiana -
Incorporated by reference to Registration Statement on
Form S-2 (File No. 33-17730).
Management Contracts and Compensatory Plans
(c) - Marsh Supermarkets, Inc. 1987 Stock Option Plan -
Incorporated by reference to Registration Statement on
Form S-8 (File No. 33-33427).
(d) - Amendment to the Marsh Supermarkets, Inc. 1987 Stock
Option Plan - Incorporated by reference to Proxy
Statement, dated March 22, 1991, for a Special Meeting
of Shareholders held May 1, 1991.
(e) - Amended and Restated Employment and Severance
Agreements, dated December 3, 1992 - Incorporated by
reference to Registration Statement on Form S-2 (File
No. 33-56738).
(f) - Severance Agreements, dated December 31, 1991 -
Incorporated by reference to Registration Statement on
Form S-2 (File No. 33-56738).
(g) - Marsh Supermarkets, Inc. 1980 Marsh Stock Plan -
Incorporated by reference to Registration Statement on
Form S-8 (File No. 2-74859).
(h) - Amendment to the Marsh Supermarkets, Inc. 1980 Marsh
Stock Plan - Incorporated by reference to Proxy
Statement, dated March 22, 1991, for a Special Meeting
of Shareholders held May 1, 1991.
(i) - Supplemental Retirement Plan of Marsh Supermarkets,
Inc. and Subsidiaries - Incorporated by reference to
Registration Statement on Form S-2 (File No. 33-17730).
(j) - Indemnification Agreements - Incorporated by reference
to Form 10-Q for the quarter ended January 6, 1990.
(k) - Marsh Supermarkets, Inc. 1991 Employee Stock Incentive
Plan - Incorporated by reference to Proxy Statement,
dated March 22, 1991, for a Special Meeting of
Shareholders held May 1, 1991.
(l) - Marsh Supermarkets, Inc. Executive Life Insurance Plan
- Incorporated by reference to Form 10-K for the year
ended March 30, 1991.
(m) - Marsh Supermarkets, Inc. Executive Supplemental
Long-Term Disability Plan - Incorporated
12
13
Exhibit Index Page No.
------------- --------
by reference to Form 10-K for the year ended March 30,
1991.
(n) - Marsh Supermarkets, Inc. 1992 Stock Option Plan for
Outside Directors - Incorporated by reference to Proxy
Statement, dated June 25, 1992, for the annual meeting
of shareholders held August 4, 1992.
(o) - Employment contracts, dated January 1, 1995 -
Incorporated by reference to Form 10-Q for the quarter
ended January 7, 1995.
(p) - Amendment to Marsh Supermarkets, Inc. 1991 Employee
Stock Incentive Plan - Incorporated by reference to
Proxy Statement, dated June 22, 1995, for Annual
Meeting of Shareholders held August 1, 1995.
Exhibit 11 - Statement re: Computation of Per Share Earnings 14
Exhibit 13 - Annual Report to Shareholders (only portions
specifically incorporated by reference are included
herein)
Exhibit 21 - Subsidiaries of the Registrant 15
Exhibit 23 - Consent of Independent Auditors 16
Exhibit 27 - Financial Data Schedule (SEC Use Only) 17
13