##### Table of Contents



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 27, 2004 Commission File Number: 0-1532 MARSH SUPERMARKETS, INC.  INDIANA
(State or other jurisdiction of
incorporation or organization)
    
    35-0918179
(IRS Employer
Identification No.)
 9800 CROSSPOINT BOULEVARD INDIANAPOLIS, INDIANA
(Address of principal executive offices)
    
    46256-3350
(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 StockClass B Common Stock8 7/8% Senior Subordinated Notes, due 2007
 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 definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K: o Indicate by check mark whether the registrant is an accelerated
filer (as defined in Exchange Act Rule 12b-2). Yes o No x Aggregate market value of Class A Common Stock and Class B Common
Stock held by non-affiliates of the Registrant as of October 11, 2003
was: $30,135,500 and $39,769,433, respectively. This calculation assumes
all shares of Common Stock beneficially held by benefit plans, 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 1, 2004, there were 3,748,289 shares of Class A Common Stock
and 4,141,851 shares of Class B Common Stock outstanding. Portions of the 2004 Annual Report to Shareholders are incorporated
by reference into Part II. Portions of the Proxy Statement for the Annual Shareholders Meeting
to be held August 3, 2004, are incorporated by reference into Part III.




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TABLE OF CONTENTS  PART IItem 1. BusinessItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Submission of Matters to a Vote of Security HoldersPART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesItem 6. Selected Financial DataItem 7. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataStatement of incomeBalance sheetStatement of cash flows for the year ended March 27, 2004:Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresPART IIIItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters:PART IVItem 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-KSignaturesExhibit IndexEx-10.(ak) Third AmendmentEx-10.(al) Second AmendmentEx-10.(am) First AmendmentEx-13 2004 Annual Report to ShareholdersEx-21 Subsidiaries of the RegistrantEx-23 Consent of Ernst & Young LLPEx-31.1 Section 302 Certification of the CEOEx-31.2 Section 302 Certification of the CFOEx-32.1 Section 906 Certification of the CEOEx-32.2 Section 906 Certification of the CFO    Table of Contents  
 PART I 
 Item 1. Business General At March 27, 2004, Marsh Supermarkets, Inc. (the Company or
Marsh®) operated 114 supermarkets and 164 Village Pantry®
convenience stores in central Indiana and western Ohio. The Company
believes that 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 also owns and operates a food services division, which
provides upscale catering, vending, office coffee, coffee roasting,
concession and business cafeteria management services, and a floral
division, which operates six upscale retail floral shops under the name
of McNamara® and one business florist under the name Enflora®. The
Company may from time to time explore various strategic alternatives
regarding one or more of its business divisions. Supermarkets At March 27, 2004, the Company operated 101 supermarkets in central
Indiana and 13 in western Ohio. The 49 stores in the Indianapolis
metropolitan market area constitute the Companys major market. The
remaining supermarkets operate in 39 other communities. Revenues from
supermarket operations represented approximately 80% of the 2004
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, 54 are open 24 hours a day and 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. The geographic
concentration of the Companys supermarkets enables the Company to
deliver fresh items to its stores quickly and frequently. An extension
of this theme is convenient, high quality, ready to eat meals. The Chef
Fresh program offers take-home items for immediate consumption in 113
stores. These products are prepared in the Companys central kitchen,
which provides fresh items to most of the Companys divisions. The Companys superstore 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 along with products under its own
trademarks, service marks and trade names. Service and specialty
departments included in Marsh supermarkets include delicatessens (113
stores), hot prepared foods (76), bakeries (113), prime cut service meat
(62), fresh seafood (64), sushi shops (26), floral shops (76), imported
cheese shops (80), wines and beer (108), salad bars (43), video rental
(48), fuel kiosks (5) and Ticketmaster® outlets (33). Forty-two of the
Companys supermarkets include pharmacies in food and drug combination
stores. In addition, banks or savings institutions operate branch
facilities in 37 of the Companys stores and 93 stores offer automated
teller machines (ATMs). The Companys 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 six superstores and
17 modern conventional supermarkets. Approximately one-third of the
sales area in these stores is devoted to merchandising fresh, high
quality perishable products such as deli meats and salads, baked goods,
prepared foods and produce. Approximately 54% of the total supermarket
square footage has been newly constructed or remodeled in the past 10
years. 2




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The Company has a smaller, low-price supermarket format with limited
service and specialty departments as an alternative to the large, full
service Marsh supermarket. As of March 27, 2004, the Company operated 36
supermarkets under the trade name LoBill Foods®. There is an ongoing
development program to remodel selected Marsh supermarkets to the LoBill
format. The Company believes the LoBill format offers an opportunity to
maximize its market share 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
served by traditional Marsh stores. The Company also operates one
limited selection, stock-up grocery store with an every day low price
format operating under the trade name Savin*$. The Company operated nine OMalia Food Markets as of March 27, 2004.
OMalia Food Markets are upscale neighborhood stores whose reputation
has been built upon full service meat, specialty food items and the
highest level of customer service. The Company believes this format
offers the opportunity to enhance its market share by strategic
placement of OMalia stores in neighborhoods where consumers appreciate
a selection of non-traditional grocery items and full-service. The Companys supermarkets range in size from 12,200 to 82,300 square
feet. The average size is approximately 39,000 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
55,000 to 65,000 square feet, with superstores in excess of 75,000
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: NumberSquare Feet
    
    of StoresMore than 75,000
    
    
    655,000  74,999
    
    
    1845,000 - 54,999
    
    
    835,000 - 44,999
    
    
    2225,000 - 34,999
    
    
    50Less than 25,000
    
    
    10114
 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 primarily promotes a quality and service image
rather than specific products and prices. The Indianapolis television
market covers approximately 80% of the Companys supermarkets. Various
sales enhancement promotional activities 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. Card®. The card provides shoppers electronic
coupons, opportunities to win trips and other prizes, and also functions
as a video rental card. Over 800,000 active cards are in circulation.
Further, customers may select a VISA® co-branded credit card option
for their Fresh I.D.E.A. Card and earn rebates on all credit card
purchases regardless of the merchant. The credit card rebates are funded
by the Companys bank partner. In 2000, the Company implemented a Marsh
Kids Club program to emphasize marketing opportunities to families. In
2002, the Company introduced MyMarshSM, an exclusive program that allows
the Company to optimize promotional dollars by tracking individual
customer spending and delivering incentives and rewards tailored to each
customer with limited or no competitor visibility. 3




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Convenience Stores At March 27, 2004, the Company operated 164 convenience stores under the
Village Pantry trade name. These self-service stores offer a broad
selection of grocery, bakery, dairy and delicatessen items, including
fountain drinks, and store-prepared pizza and/or chicken (51), fresh
pastry products (114) and sandwiches (159). Fifty-nine of the stores
have sit down eating areas. All of the stores sell money orders and
lottery tickets and 146 stores have ATMs. Additionally, 109 stores offer
petroleum products; approximately 80% of the petroleum stores are
operated under the Marathon brand and the remaining petroleum stores are
unbranded. Nineteen of the stores operate drive-thru car washes.
Revenues from the convenience stores represented approximately 16% of
the 2004 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 15 of the Companys convenience stores are open 24
hours a day; the remaining stores close between 10:00 PM and midnight.
All stores are open seven days a week. The Company has an ongoing program of 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
range from 3,700 to 5,000 square feet, compared to 1,800-2,500 square
feet for older stores. The larger size accommodates the aforementioned
prepared food products. In constructing new stores 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. During fiscal year 2003, the Company re-imaged 102
Village Pantry stores with new exterior signage and painting, interior
décor and fixture layout. Crystal Food Services The Companys food service operation conducts business under the trade
name Crystal Food Services. It offers a range of services including
banquet hall catering, special events catering, concession services,
cafeteria management, vending, office coffee and coffee roasting. The
Company focuses on presenting expertly prepared cuisine in all of its
food service operations. The Company intends to expand the food services
operations through the solicitation of new customers and possible
acquisition of businesses that will complement the existing operations. The combination of these operations has created a unique range of
services, products and facilities. The Companys banquet hall facilities
include the Murat Shrine Center, Crown Plaza Hotel at Union Station,
Riverwalk Banquet & Lodge, Fountains Banquet and Conference Center, the
Indiana Roof Ballroom, Indiana State Museum, NCAA Headquarters and Primo
North, South and West. The Company is the largest caterer of special
events at the Indianapolis Motor Speedway and the exclusive foodservice
provider of the RCA Tennis Championships. The Company also provides
concession services at the Indianapolis Zoo, Prairie View Golf Club and
Purgatory Golf Club, cafeteria management to 22 major employers, and
vending services, coffee and frozen beverage service to over 2,100
locations throughout the greater Indianapolis area. Floral Fashions and McNamara The Companys floral operations conduct business under four trade names.
Floral Fashions® provides plants and cut flowers in all 67 of the Marsh
supermarkets and custom designed arrangements in 47 of those stores.
McNamara is a retail florist operating six upscale, traditional
full-service shops in the Indianapolis market and is one of the largest
FTD florists in the U.S. and Canada. McNamara also operates a 57,000
square foot design center that serves the Companys supermarket and food
services divisions, as well as its own operations. McNamara Marketplace
operates nine self-serve shops within the Companys OMalia Food Markets;
this brand has been developed recently and will ideally suit future
development into hospitals, gift shops, bookstores and other select
retail locations. Enflora, Flowers for Business, provides both daily and
single event floral arrangements for corporate clients. 4




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Supply and Distribution The Company supplies its supermarkets from four Company-operated
distribution facilities. Non-perishable grocery products are
distributed from a 409,000 square foot leased facility in Indianapolis.
Frozen foods are distributed from a newly constructed 119,000 square
foot Company owned facility in Indianapolis that began operations in
August 2002. Produce, meat and delicatessen products are distributed
from a 191,000 square foot Company owned perishable products facility in
Yorktown, Indiana. Non-food products are distributed from 180,000 square
feet of a 388,000 square foot Company owned warehouse in Yorktown. In
addition, the Company leases both a 172,000 square foot warehouse and a
32,000 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 automated. Merchandise
is controlled through an on-line computerized buying and inventory
control system. The Company believes its distribution centers are
adequate for its needs for the foreseeable future without major
additional capital investment. The Company estimates the supermarket
distribution centers currently operate at approximately 75% of aggregate
capacity. Approximately 80% of the delivery trips from distribution
centers to supermarkets are 75 miles or less. The Company also operates
a USDA approved production facility to produce products sold through the
delicatessen departments of its supermarkets and convenience stores, and
to support Crystal Food Services for large catering events and vending
operations. 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. The Companys supermarket transportation function is performed through a
wholly-owned subsidiary. 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. 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. Village Pantry utilizes
100% scanning at the front-end. 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 42 food and drug combination stores, and time keeping for payroll
processing. The Company employs a wide area network for data
communications between the corporate office, supermarkets, and
warehouses. 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. Since 1998, the Company has broadcast live video communications by
satellite to its supermarkets from the corporate office. The Company
believes this medium has greater appeal to a generation of employees
accustomed to learning from television. In addition, the immediacy of
live broadcasts reduces the barriers of time, distance and consistency
in communicating competitive strategies and other information to retail
operations. These communications are further enhanced through a toll
free telephone line which permits 5




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questions to be asked and answered
during each broadcast. The network is currently used for merchandising,
training and employee benefits communications. 6




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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 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 store
location. The principal supermarket chain competitors are The Kroger
Co., Meijer, Inc., and Wal-Mart supercenters. 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. Seasonality Marshs supermarket sales are subject to some seasonal fluctuation, as
are other retail food chains. Traditionally, higher sales occur during
the third fiscal quarter holiday season, and lower sales occur in the
warm weather months of the second fiscal quarter. Convenience store
sales traditionally peak in the summer months. Employees The Company has approximately 14,300 employees. Approximately 8,700
employees are employed on a part-time basis. All employees are
non-union, except approximately 120 fleet drivers and 200 supermarket
distribution facility employees who are unionized under collective
bargaining agreements with terms that extend to April 2005. The Company
considers its employee relations to be very good. Regulatory Matters As a retailer of alcoholic beverages, tobacco products 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 21
Village Pantry locations and at one distribution center, all located in
Indiana, 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. An Indiana excess liability fund has reimbursed the
Company for more than 95% of remediation costs incurred over the past
three years, and it is expected that the fund will continue to reimburse
for future costs. 7




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Executive Officers of the 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 2004 or upon election of the officers
successor by the Board of Directors. Name
    
    Position
    
    Age
    
    Family RelationshipDON E. MARSH
    
    Chairman of the Board
    
    
    66
    
    
    Father of David A. Marsh;and Chief Executive Officer
    
    
    
    
    
    brother of William L. Marsh
 Mr. Don E. Marsh has held his current position as Chairman of the Board
of Directors 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. DAVID A. MARSH
    
    President;
    
    
    41
    
    
    Son of Don E. Marsh;President and Chief
Operating Officer,
    
    
    
    
    
    nephew of William L. MarshLoBill Foods Division
 Mr. David A. Marsh has held his current position since August 2002.
Prior thereto, he served as President and Chief Operating Officer,
Supermarket Division, since March 2002; Executive Vice President,
Supermarket Division, and President and Chief Operating Officer, LoBill
Foods Division, since August 2000; Senior Vice President, LoBill Foods
Division, since 1998, and Vice President, LoBill Foods Division, since
1996. He has been employed by the Company in various retail, supervisory
and executive capacities since 1979. P. LAWRENCE BUTT
    
    Senior Vice President, Counsel
    
    
    62
    
    
    Noneand Secretary
 Mr. P. Lawrence Butt has held his current position since August 1997.
For more than five years prior thereto, he served as Vice President,
Counsel and Secretary. In May 1999, he was elected to serve as a
director of the Company. He has been employed by the Company in various
executive capacities since 1977. DOUGLAS W. DOUGHERTY
    
    Senior Vice President, Chief
Financial
Officer and Treasurer
    
    
    60
    
    
    None
 Mr. Douglas W. Dougherty has held his current position since August
1997. He has been employed by the Company as Chief Financial Officer
since March 1994. Prior experience includes senior management and
financial executive positions at Dayton Hudson Corp., Hartmarx, Inc. and
The May Department Stores Company. WILLIAM L. MARSH
    
    Senior Vice President - Property
    
    
    60
    
    
    Brother of Don E. Marsh;Management
    
    
    
    
    
    uncle of David A. Marsh
 Mr. William L. Marsh has held his current position since August 1997.
For more than five years prior thereto, he served as Vice
President-General Manager, Property Management. In May 1991, he was
elected to serve as a director of the Company. He has been employed by
the Company in various supervisory and executive capacities since 1974. JACK J. BAYT
    
    President and Chief Operating
    
    
    47
    
    
    NoneOfficer, Crystal Food Services Division
 Mr. Jack J. Bayt has held his current position since January 1995. For
more than five years prior thereto, he was President and Chief Executive
Officer of Crystal Catering of Indiana, Inc. MARK A. VARNER
    
    Vice President - Corporate Controller
    
    
    54
    
    
    None
 Mr. Mark A. Varner has held his current position since August 1999. For
more than five years prior thereto, he served as Corporate Controller.
He has been employed by the Company in various accounting positions
since 1971. 8




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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 StoreFootage Operated
    
    Average
    
    0-5 Years
    
    6-10 Years
    
    Over 10 YearsSupermarkets
    
    
    4,501,000
    
    
    
    39,000
    
    
    
    35
    %
    
    
    19
    %
    
    
    46
    %Convenience Stores
    
    
    489,000
    
    
    
    3,000
    
    
    
    70
    %
    
    
    
    
    
    
    30
    %4,990,000
 Owned and leased retail facilities are summarized as follows: ConvenienceSupermarkets
    
    Stores
    
    OtherOwned
    
    
    32
    
    
    
    53
    
    
    
    Leased:Fixed rentals only
    
    
    48
    
    
    
    100
    
    
    
    7Fixed plus contingent rentals
    
    
    34
    
    
    
    11
    
    
    
    82
    
    
    
    111
    
    
    
    7114
    
    
    
    164
    
    
    
    7
 All leases, except for seven supermarkets and 43 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 seven closed stores, of which four were
subleased at March 27, 2004. The non-perishable grocery products warehouse in Indianapolis is leased
for a term expiring in 2007 with options available through 2020. 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 is utilized for grocery
warehousing operations. The remainder consists of office space and
storage. An owned 191,000 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 was expanded and updated in 1997. An owned 119,000 square foot frozen food products handling facility in
Indianapolis was newly constructed and began operations in August 2002. Marsh owns an additional 388,000 square foot facility in Yorktown,
Indiana. 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 Companys corporate
offices is currently vacant. The Company leases a 172,000 square foot warehouse in Indianapolis for
storage of forward purchases of merchandise and seasonal items as well
as housing the Companys product reclamation center. The Company leases a 32,000 square foot warehouse in Muncie, Indiana for
storage of forward purchases of merchandise and seasonal items. The 160,000 square foot corporate headquarters in Indianapolis is owned
by the Company. This facility was completed and occupied in May 1991. 9




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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. 
 Item 4. Submission of Matters to a Vote of Security Holders No matters were submitted to a vote of the security holders during the
fourth quarter of 2004. 
 PART II 
 Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Information on Common Stock, Related Shareholder Matters and Repurchases
of Common Shares on pages 40 and 41 of the 2004 Annual Report to
Shareholders for the year ended March 27, 2004, is incorporated herein
by reference. 
 Item 6. Selected Financial Data Selected Financial Data on page 20 of the 2004 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 for the year ended March 27, 2004, on pages 21
through 26
of the 2004 Annual Report to Shareholders is incorporated herein by
reference. 
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk The Company, as a policy, does not engage in speculative or derivative
transactions, nor does it hold or issue financial instruments for
trading purposes. The Company is exposed to changes in interest rates
primarily as a result of its borrowing activities. Based on interest
rates at March 27, 2004, a 100 basis point change in interest rates
would not have had a material impact on the Company. 
 Item 8. Financial Statements and Supplementary Data The consolidated financial statements and notes thereto and the report
of the independent auditors on pages 27 to 42 of the 2004 Annual Report
to Shareholders are incorporated herein by reference. 10




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Long-Term Debt and Guarantor Subsidiaries Other than three minor subsidiaries, all of the Companys subsidiaries (the
Guarantors) have fully and unconditionally guaranteed on a joint and several
basis the Companys obligations under its 8 7/8% senior subordinated notes, due
2007. The Guarantors are wholly owned subsidiaries of the Company. 
 Statement of income for the year ended March 27, 2004: Guarantor
    
    ConsolidatingParent
    
    subsidiaries
    
    entries
    
    TotalSales and other revenues
    
    $
    4,912
    
    
    $
    1,650,865
    
    
    $
    (4,909
    )
    
    $
    1,650,868Gains from sales of property
    
    
    
    
    
    
    3,047
    
    
    
    
    
    
    
    3,047Total revenues
    
    
    4,912
    
    
    
    1,653,912
    
    
    
    (4,909
    )
    
    
    1,653,915Cost of merchandise sold, including warehousing
and transportation, excluding depreciation
    
    
    
    
    
    
    1,156,255
    
    
    
    
    
    
    
    1,156,255Gross profit
    
    
    4,912
    
    
    
    497,657
    
    
    
    (4,909
    )
    
    
    497,660Selling, general and administrative
    
    
    3,084
    
    
    
    450,827
    
    
    
    (4,909
    )
    
    
    449,002Depreciation
    
    
    1,369
    
    
    
    23,644
    
    
    
    
    
    
    
    25,013Operating income
    
    
    459
    
    
    
    23,186
    
    
    
    
    
    
    
    23,645Interest
    
    
    1,788
    
    
    
    17,262
    
    
    
    
    
    
    
    19,050Other non-operating income
    
    
    (961
    )
    
    
    
    
    
    
    
    
    
    
    (961
    )Income (loss) from continuing operations
before income taxes
    
    
    (368
    )
    
    
    5,924
    
    
    
    
    
    
    
    5,556Income taxes (benefit)
    
    
    (168
    )
    
    
    2,687
    
    
    
    
    
    
    
    2,519Income (loss) from continuing operations
    
    $
    (200
    )
    
    $
    3,237
    
    
    $
    
    
    
    $
    3,037
 Statement of income for the year ended March 29, 2003: Guarantor
    
    ConsolidatingParent
    
    subsidiaries
    
    entries
    
    TotalSales and other revenues
    
    $
    4,994
    
    
    $
    1,647,497
    
    
    $
    (4,957
    )
    
    $
    1,647,534Gains from sales of property
    
    
    1,938
    
    
    
    6,263
    
    
    
    
    
    
    
    8,201Total revenues
    
    
    6,932
    
    
    
    1,653,760
    
    
    
    (4,957
    )
    
    
    1,655,735Cost of merchandise sold, including warehousing
and transportation, excluding depreciation
    
    
    
    
    
    
    1,163,157
    
    
    
    
    
    
    
    1,163,157Gross profit
    
    
    6,932
    
    
    
    490,603
    
    
    
    (4,957
    )
    
    
    492,578Selling, general and administrative
    
    
    2,988
    
    
    
    447,449
    
    
    
    (4,957
    )
    
    
    445,480Depreciation
    
    
    1,417
    
    
    
    23,047
    
    
    
    
    
    
    
    24,464Operating income
    
    
    2,527
    
    
    
    20,107
    
    
    
    
    
    
    
    22,634Interest
    
    
    2,067
    
    
    
    21,203
    
    
    
    
    
    
    
    23,270Other non-operating expense
    
    
    (2,180
    )
    
    
    
    
    
    
    
    
    
    
    (2,180
    )Income (loss) from continuing operations
before income taxes
    
    
    2,640
    
    
    
    (1,096
    )
    
    
    
    
    
    
    1,544Income taxes
    
    
    1,068
    
    
    
    70
    
    
    
    
    
    
    
    1,138Income (loss) from continuing operations
    
    $
    1,572
    
    
    $
    (1,166
    )
    
    $
    
    
    
    $
    406
 11




---



##### Table of Contents



Statement of income for the year ended March 30, 2002: Guarantor
    
    ConsolidatingParent
    
    subsidiaries
    
    entries
    
    TotalSales and other revenues
    
    $
    4,966
    
    
    $
    1,636,645
    
    
    $
    (4,909
    )
    
    $
    1,636,702Gains from sales of property
    
    
    
    
    
    
    5,897
    
    
    
    
    
    
    
    5,897Total revenues
    
    
    4,966
    
    
    
    1,642,542
    
    
    
    (4,909
    )
    
    
    1,642,599Cost of merchandise sold, including warehousing
and transportation, excluding depreciation
    
    
    
    
    
    
    1,143,883
    
    
    
    
    
    
    
    1,143,883Gross profit
    
    
    4,966
    
    
    
    498,659
    
    
    
    (4,909
    )
    
    
    498,716Selling, general and administrative
    
    
    2,718
    
    
    
    437,888
    
    
    
    (4,909
    )
    
    
    435,697Depreciation
    
    
    1,316
    
    
    
    21,567
    
    
    
    
    
    
    
    22,883Operating income
    
    
    932
    
    
    
    39,204
    
    
    
    
    
    
    
    40,136Interest
    
    
    1,903
    
    
    
    20,620
    
    
    
    
    
    
    
    22,523Income (loss) from continuing operations
before income taxes
    
    
    (971
    )
    
    
    18,584
    
    
    
    
    
    
    
    17,613Income taxes (benefit)
    
    
    (321
    )
    
    
    6,393
    
    
    
    
    
    
    
    6,072Income (loss) from continuing operations
    
    $
    (650
    )
    
    $
    12,191
    
    
    $
    
    
    
    $
    11,541
 12




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##### Table of Contents



Balance sheet as of March 27, 2004: GuarantorParent
    
    subsidiaries
    
    TotalAssetsCurrent assets:Cash and equivalents
    
    $
    
    
    
    $
    27,584
    
    
    $
    27,584Accounts receivable
    
    
    
    
    
    
    23,864
    
    
    
    23,864Inventories
    
    
    
    
    
    
    126,840
    
    
    
    126,840Prepaid expenses
    
    
    
    
    
    
    6,495
    
    
    
    6,495Recoverable income taxes
    
    
    5,400
    
    
    
    
    
    
    
    5,400Total current assets
    
    
    5,400
    
    
    
    184,783
    
    
    
    190,183Property and equipment, less allowances for depreciation
    
    
    32,717
    
    
    
    264,311
    
    
    
    297,028Other assets
    
    
    3,247
    
    
    
    51,947
    
    
    
    55,194$
    41,364
    
    
    $
    501,041
    
    
    $
    542,405Liabilities and Shareholders EquityCurrent liabilities:Accounts payable
    
    $
    
    
    
    $
    80,614
    
    
    $
    80,614Accrued liabilities
    
    
    8,722
    
    
    
    39,448
    
    
    
    48,160Current maturities of long-term liabilities
    
    
    1,587
    
    
    
    1,840
    
    
    
    3,427Total current liabilities
    
    
    10,309
    
    
    
    121,902
    
    
    
    132,211Long-term liabilities:Long-term debt
    
    
    112,173
    
    
    
    61,988
    
    
    
    174,161Capital lease obligations
    
    
    
    
    
    
    28,188
    
    
    
    28,188Pension and post-retirement benefits
    
    
    38,541
    
    
    
    4,184
    
    
    
    42,725Total long-term liabilities
    
    
    150,714
    
    
    
    94,360
    
    
    
    245,074Deferred items:Income taxes
    
    
    18,309
    
    
    
    
    
    
    
    18,309Other
    
    
    55
    
    
    
    18,480
    
    
    
    18,535Total deferred items
    
    
    18,364
    
    
    
    18,480
    
    
    
    36,844Amounts due parent from subsidiaries
    
    
    (145,664
    )
    
    
    145,664
    
    
    
    Shareholders Equity:Common stock, Classes A and B
    
    
    26,570
    
    
    
    
    
    
    
    26,570Retained earnings
    
    
    10,178
    
    
    
    120,635
    
    
    
    130,813Cost of common stock in treasury
    
    
    (15,011
    )
    
    
    
    
    
    
    (15,011
    )Deferred
cost - restricted stock
    
    
    (211
    )
    
    
    
    
    
    
    (211
    )Notes
receivable - stock purchases
    
    
    (11
    )
    
    
    
    
    
    
    (11
    )Accumulated other comprehensive loss
    
    
    (13,874
    )
    
    
    
    
    
    
    (13,874
    )Total shareholders equity
    
    
    7,641
    
    
    
    120,635
    
    
    
    128,276$
    41,364
    
    
    $
    501,041
    
    
    $
    542,405
 13




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##### Table of Contents



Balance sheet as of March 29, 2003: GuarantorParent
    
    subsidiaries
    
    TotalAssetsCurrent assets:Cash and equivalents
    
    $
    
    
    
    $
    28,313
    
    
    $
    28,313Accounts receivable
    
    
    
    
    
    
    27,203
    
    
    
    27,203Inventories
    
    
    
    
    
    
    130,297
    
    
    
    130,297Prepaid expenses
    
    
    
    
    
    
    5,731
    
    
    
    5,731Total current assets
    
    
    
    
    
    
    191,544
    
    
    
    191,544Property and equipment, less allowances for depreciation
    
    
    33,777
    
    
    
    277,692
    
    
    
    311,469Other assets
    
    
    4,484
    
    
    
    41,825
    
    
    
    46,309$
    38,261
    
    
    $
    511,061
    
    
    $
    549,322Liabilities and Shareholders EquityCurrent liabilities:Notes payable to bank
    
    $
    
    
    
    $
    1,700
    
    
    $
    1,700Accounts payable
    
    
    
    
    
    
    71,883
    
    
    
    71,883Accrued liabilities
    
    
    6,317
    
    
    
    43,348
    
    
    
    49,665Current maturities of long-term liabilities
    
    
    1,435
    
    
    
    2,017
    
    
    
    3,452Total current liabilities
    
    
    7,752
    
    
    
    118,948
    
    
    
    126,700Long-term liabilities:Long-term debt
    
    
    130,367
    
    
    
    67,781
    
    
    
    198,148Capital lease obligations
    
    
    
    
    
    
    29,009
    
    
    
    29,009Pension and post-retirement benefits
    
    
    36,700
    
    
    
    4,124
    
    
    
    40,824Total long-term liabilities
    
    
    167,067
    
    
    
    100,914
    
    
    
    267,981Deferred items:Income taxes
    
    
    9,606
    
    
    
    
    
    
    
    9,606Other
    
    
    61
    
    
    
    17,165
    
    
    
    17,226Total deferred items
    
    
    9,667
    
    
    
    17,165
    
    
    
    26,832Amounts due parent from subsidiaries
    
    
    (156,425
    )
    
    
    156,425
    
    
    
    Shareholders Equity:Common stock, Classes A and B
    
    
    26,439
    
    
    
    
    
    
    
    26,439Retained earnings
    
    
    14,302
    
    
    
    117,609
    
    
    
    131,911Cost of common stock in treasury
    
    
    (14,928
    )
    
    
    
    
    
    
    (14,928
    )Deferred
cost - restricted stock
    
    
    (54
    )
    
    
    
    
    
    
    (54
    )Notes
receivable - stock purchases
    
    
    (175
    )
    
    
    
    
    
    
    (175
    )Accumulated other comprehensive loss
    
    
    (15,384
    )
    
    
    
    
    
    
    (15,384
    )Total shareholders equity
    
    
    10,200
    
    
    
    117,609
    
    
    
    127,809$
    38,261
    
    
    $
    511,061
    
    
    $
    549,322
 14




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##### Table of Contents



Statement of cash flows for the year ended March 27, 2004: GuarantorParent
    
    subsidiaries
    
    TotalNet cash provided by operating activities
    
    $
    22,280
    
    
    $
    21,436
    
    
    $
    43,716Net cash used for investing activities
    
    
    (92
    )
    
    
    (25,855
    )
    
    
    (25,947
    )Financing activities:Repayments of short-term borrowings
    
    
    
    
    
    
    (1,700
    )
    
    
    (1,700
    )Proceeds of long-term borrowings
    
    
    
    
    
    
    50,000
    
    
    
    50,000Proceeds of sales leaseback/capital lease obligations
    
    
    
    
    
    
    12,338
    
    
    
    12,338Repayments of long-term debt and capital leases
    
    
    (18,042
    )
    
    
    (56,791
    )
    
    
    (74,833
    )Cash dividends paid
    
    
    (4,130
    )
    
    
    
    
    
    
    (4,130
    )Other financing activities
    
    
    (16
    )
    
    
    (157
    )
    
    
    (173
    )Net cash provided by (used for) financing activities
    
    
    (22,188
    )
    
    
    3,690
    
    
    
    (18,498
    )Net decrease in cash and equivalents
    
    
    
    
    
    
    (729
    )
    
    
    (729
    )Cash and equivalents at beginning of period
    
    
    
    
    
    
    28,313
    
    
    
    28,313Cash and equivalents at end of period
    
    $
    
    
    
    $
    27,584
    
    
    $
    27,584
 Statement of cash flows for the year ended March 29, 2003: GuarantorParent
    
    subsidiaries
    
    TotalNet cash provided by operating activities
    
    $
    35,637
    
    
    $
    2,715
    
    
    $
    38,352Net cash used for investing activities
    
    
    (224
    )
    
    
    (37,875
    )
    
    
    (38,099
    )Financing activities:Proceeds of short-term borrowings
    
    
    
    
    
    
    400
    
    
    
    400Proceeds of long-term borrowings
    
    
    
    
    
    
    76,000
    
    
    
    76,000Proceeds of sales leaseback/capital lease obligation
    
    
    
    
    
    
    34,537
    
    
    
    34,537Repayments of long-term debt and capital leases
    
    
    (31,523
    )
    
    
    (84,520
    )
    
    
    (116,043
    )Cash dividends paid
    
    
    (3,506
    )
    
    
    
    
    
    
    (3,506
    )Other financing activities
    
    
    (384
    )
    
    
    (460
    )
    
    
    (844
    )Net cash provided by (used for) financing activities
    
    
    (35,413
    )
    
    
    25,957
    
    
    
    (9,456
    )Net decrease in cash and equivalents
    
    
    
    
    
    
    (9,203
    )
    
    
    (9,203
    )Cash and equivalents at beginning of period
    
    
    
    
    
    
    37,516
    
    
    
    37,516Cash and equivalents at end of period
    
    $
    
    
    
    $
    28,313
    
    
    $
    28,313
 15




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##### Table of Contents



Statement of cash flows for the year ended March 30, 2002: GuarantorParent
    
    subsidiaries
    
    TotalNet cash provided by operating activities
    
    $
    9,289
    
    
    $
    28,376
    
    
    $
    37,665Net cash used for investing activities
    
    
    (2,182
    )
    
    
    (47,579
    )
    
    
    (49,761
    )Financing activities:Proceeds of short-term borrowings
    
    
    
    
    
    
    1,300
    
    
    
    1,300Proceeds of long-term borrowings
    
    
    
    
    
    
    28,000
    
    
    
    28,000Proceeds of sales leaseback/capital lease obligation
    
    
    
    
    
    
    33,594
    
    
    
    33,594Repayments of long-term debt and capital leases
    
    
    (1,054
    )
    
    
    (37,432
    )
    
    
    (38,486
    )Cash dividends paid
    
    
    (3,537
    )
    
    
    
    
    
    
    (3,537
    )Purchase of common stock for treasury
    
    
    (3,368
    )
    
    
    
    
    
    
    (3,368
    )Other financing activities
    
    
    852
    
    
    
    
    
    
    
    852Net cash provided by (used for) financing activities
    
    
    (7,107
    )
    
    
    25,462
    
    
    
    18,355Net increase in cash and equivalents
    
    
    
    
    
    
    6,259
    
    
    
    6,259Cash and equivalents at beginning of period
    
    
    
    
    
    
    31,257
    
    
    
    31,257Cash and equivalents at end of period
    
    $
    
    
    
    $
    37,516
    
    
    $
    37,516
 
 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. 
 Item 9A. Controls and Procedures The Companys Chief Executive Officer and Chief Financial Officer have
reviewed and evaluated the effectiveness of the Companys disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e))
promulgated under the Securities Exchange Act of 1934 (the Exchange
Act) as of March 27, 2004. Based on that evaluation, the Chief
Executive Officer and Chief Financial Officer have concluded that the
Companys disclosure controls and procedures ensure that material
information relating to the Company required to be disclosed in the
reports the Company files or submits under the Exchange Act is
effectively and timely accumulated and communicated to them as
appropriate to allow them to make timely decisions regarding required
disclosures. There have been no changes in the Companys internal
control over financial reporting that occurred during the fourth quarter
of 2004 that have materially affected, or are likely to materially
affect, the Companys internal control over financial reporting. 16




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##### Table of Contents



PART III In accordance with Instruction G(3), except as indicated in the
following sentence, certain information called for by Items 10, 11, 12,
13 and 14 is incorporated by reference from those parts of Registrants
definitive Proxy Statement captioned Election of Directors,
Compensation of Executive Officers, Security Ownership of Management
and Certain Beneficial Owners, Section 16(a) Beneficial Ownership
Reporting Compliance, Certain Relationships and Related Transactions,
and Independent Auditors, respectively, pursuant to Regulation 14A, to
be filed with the Commission not later than 120 days after March 27,
2004, 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 under
the caption Executive Officers of the Registrant. 
 Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Shareholder Matters: The following table provides information concerning the Companys equity
incentive plans as of
March 27, 2004. EQUITY COMPENSATION PLAN INFORMATION Number ofsecuritiesNumber of
    
    
    
    
    
    remaining availablesecurities to be
    
    
    
    
    
    for future issuanceissued upon
    
    Weighted-average
    
    under equityexercise of
    
    exercise price of
    
    compensation plansoutstanding
    
    outstanding
    
    (excluding sharesoptions, warrants
    
    options, warrants
    
    reflected in firstPlan Category
    
    and rights
    
    and rights
    
    column)Equity compensation plans
approved by shareholdersClass A
    
    
    1,324,086
    
    
    $
    14.12
    
    
    
    127,914
    (1)Class B
    
    
    548,298
    
    
    $
    10.90
    
    
    
    127,914
    (1)Equity compensation plans not
approved by shareholders
    
    
    0
    
    
    $
    0
    
    
    
    0Total
    
    
    1,872,384
    
    
    $
    13.18
    
    
    
    127,914
  (1)
    
    Plans authorize the grant of options to purchase either class
of common stock. 17




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##### Table of Contents



PART IV 
 Item 15. 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 2004
Annual Report to Shareholders for the year ended March 27,
2004, are incorporated by reference in Item 8:Consolidated Balance Sheets as of March 27, 2004 and March 29,
2003.Consolidated Statements of Income for each of the three years
in the period ended March 27, 2004.Consolidated Statements of Changes in Shareholders Equity for
each of the three years in the period ended March 27, 2004.Consolidated Statements of Cash Flows for each of the three
years in the period ended March 27, 2004.Notes to Consolidated Financial Statements.Report of Independent Registered Public Accounting Firm.(2
    )
    
    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 15(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 November 26, 1997 - Incorporated by
reference to Form 10-Q for the quarter ended January 3, 1998.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
November 26, 1997 - Incorporated by reference to Form 10-Q for
the quarter ended January 3, 1998.(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)
    
    Amended and Restated Rights Agreement, dated as of December
24, 1998, between Marsh Supermarkets, Inc. and National City
Bank - Incorporated by reference to Form 8-K, dated December
21, 1998.(e)
    
    Indenture, dated August 5, 1997, between Marsh Supermarkets,
Inc. and certain of its subsidiaries and State Street Bank and
Trust Company, as trustee, for $150,000,000 8-7/8% Senior
Subordinated Notes, due 2007 - Incorporated by reference to
Registration Statement on Form S-4 (File No. 333-34855).(f)
    
    First Supplemental Indenture between Marsh Supermarkets, Inc.
and certain of its subsidiaries and State Street Bank and
Trust Company, as trustee, dated December 31, 1997 
Incorporated by reference to Form 10-K for the year ended
March 28, 1998.(g)
    
    Second Supplemental Indenture between Marsh Supermarkets, Inc.
and certain of its subsidiaries and State Street Bank and
Trust Company, as trustee, dated January 28, 2000 
Incorporated by reference to Form 10-K for the year ended
April 1, 2000.(h)
    
    Third Supplemental Indenture between Marsh Supermarkets, Inc.
and certain of its subsidiaries and State Street Bank and
Trust Company, as trustee, dated June 22, 2000  Incorporated
by reference to From 10-K for the year ended April 1, 2000.
 18




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##### Table of Contents



(i)
    
    Credit Agreement between Marsh Supermarkets, Inc. and certain
of its subsidiaries and The Provident Bank, as Agent and
Arranger, dated June 23, 2000 - Incorporated by reference to
Form 10-K for the year ended April 1, 2000.(j)
    
    Fourth Supplemental Indenture between Marsh Supermarkets, Inc.
and certain of its subsidiaries and State Street Bank and
Trust Company, as trustee, dated October 15, 2001 
Incorporated by reference to Registration Statement on Form
S-8 (File No. 333-82908).(k)
    
    Amended and Restated Credit Agreement between Marsh
Supermarkets, Inc. and certain of its subsidiaries and The
Provident Bank, as Agent and Arranger, dated February 19, 2002
 Incorporated by reference to Form 10-Q for the quarter ended
January 5, 2002.(l)
    
    First Amendment to Amended and Restated Credit Agreement
between Marsh Supermarkets, Inc. and certain of its
subsidiaries and The Provident Bank, as Agent and Arranger,
dated as of December 27, 2002  Incorporated by reference to
Form 10-Q for the quarter ended January 4, 2003.(m)
    
    Second Amended and Restated Credit Agreement between Marsh
Supermarkets, Inc. and certain of its subsidiaries and the
Provident Bank, as Agent and Arranger, dated as of March 21,
2003  Incorporated by reference to Form 10-K for the year
ended March 29, 2003.(n)
    
    First Amendment to Second Amended and Restated Credit
Agreement between Marsh Supermarkets, Inc. and certain of its
subsidiaries and The Provident Bank, as Agent and Arranger,
dated as of May 23, 2003  Incorporated by reference to Form
10-K for the year ended March 29, 2003.(o)
    
    Second Amendment to Second Amended and Restated Credit
Agreement, dated as October 3, 2003  Incorporated by
reference to Form 10-Q for the quarter ended October 11, 2003.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)
    
    Supplemental Retirement Plan of Marsh Supermarkets, Inc. and
Subsidiaries - Incorporated by reference to Registration
Statement on Form S-2 (File No. 33-17730).(d)
    
    Indemnification Agreements - Incorporated by reference to Form
10-Q for quarter ended January 6, 1990.(e)
    
    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.(f)
    
    Marsh Supermarkets, Inc. Executive Supplemental Long-Term
Disability Plan - Incorporated by reference to Form 10-K for
the year ended March 30, 1991.(g)
    
    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.(h)
    
    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.(i)
    
    Severance Benefits Agreements, dated as of January 1, 1996 -
Incorporated by reference to Form 10-K for the year ended
March 29, 1997.(j)
    
    Form of Split Dollar Insurance Agreement for the benefit of
Don E. Marsh - Incorporated by reference to Form 10-K for the
year ended March 29, 1997.(k)
    
    Form of Restricted Stock Agreement, dated as of September 15,
1997 - Incorporated by reference to Form 10-Q for the quarter
ended October 11, 1997.(l)
    
    Marsh Supermarkets, Inc. Outside Directors Stock Plan, as
adopted November 26, 1997 - Incorporated by reference to Form
10-Q for the quarter ended January 3, 1998.(m)
    
    Marsh Supermarkets, Inc. 1998 Stock Incentive Plan, effective
as of June 1, 1998  Incorporated by reference to Proxy
Statement , dated June 25, 1998, for the Annual Meeting of
Shareholders held August 4, 1998.
 19




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##### Table of Contents



(n)
    
    Executive Stock Purchase Plan of Mash Supermarkets, Inc.,
effective as of September 1, 1998  Incorporated by reference
to Proxy Statement, dated June 25, 1998, for the Annual
Meeting of Shareholders held August 4, 1998.(o)
    
    Marsh Deferred Compensation Plan  Incorporated by reference
to Form S-8, dated September 25, 1998 (File No. 333-64343).(p)
    
    1999 Outside Directors Stock Option Plan, effective as of
June 1, 1999  Incorporated by reference to Proxy Statement,
dated June 27, 1999, for Annual Meeting of Shareholders held
August 3, 1999.(q)
    
    Form of Employment Agreement, dated as of August 3, 1999 
Incorporated by reference to Form 10-Q for the quarter ended
October 9, 1999.(r)
    
    1999 Senior Executive Supplemental Retirement Plan, dated as
of August 3, 1999  Incorporated by reference to Form 10-Q for
the quarter ended October 9, 1999.(s)
    
    Forms of Guarantee related to Executive Stock Purchase Plan of
Marsh Supermarkets, Inc.  Incorporated by reference to Form
10-K for the year ended April 1, 2000.(t)
    
    First Amendment to 1999 Senior Executive Supplemental
Retirement Plan, dated February 13, 2003-Incorporated by
reference to Form 10-Q for the quarter ended January 4, 2003.(u)
    
    Employment Agreement between Marsh Supermarkets, LLC and Frank
J. Bryja, dated as of September 15, 2002 - Incorporated by
reference to Form 10-Q for the quarter ended January 4, 2003.(v)
    
    Employment Agreement between Marsh Supermarkets, Inc. and Don
E. Marsh, dated as of August 3, 1999  Incorporated by
reference to Form 10-K for the year ended March 29, 2003.(w)
    
    Employment Agreement between Marsh Supermarkets, Inc. and
David A. Marsh, dated as of August 9, 2002  Incorporated by
reference to Form 10-K for the year ended March 29, 2003.(x)
    
    Employment Agreement between Marsh Supermarkets, Inc. and
William L. Marsh, dated as of August 3, 1999  Incorporated by
reference to Form 10-K for the year ended March 29, 2003.(y)
    
    Employment Agreement between Marsh Supermarkets, Inc. and P.
Lawrence Butt, dated as of August 3, 1999  Incorporated by
reference to Form 10-K for the year ended March 29, 2003.(z)
    
    Employment Agreement, as amended, between Marsh Supermarkets,
Inc, and Douglas W. Dougherty, dated as of August 3, 1999 
Incorporated by reference to Form 10-K for the year ended
March 29, 2003.(aa)
    
    Employment Agreement between Crystal Food Services, LLC and
Jack J. Bayt, dated as of Marsh 30, 2003  Incorporated by
reference to Form 10-K for the year ended March 29, 2003.(ab)
    
    Split-Dollar Insurance Agreement between Marsh Supermarkets,
Inc. and Douglas W. Dougherty, dated as of May 6, 1998 
Incorporated by reference to Form 10-K for the year ended
March 29, 2003.(ac)
    
    Split-Dollar Insurance Agreement between Marsh Supermarkets,
Inc. and P. Lawrence Butt, dated as of October 22, 1997 
Incorporated by reference to Form 10-K for the year ended
March 29, 2003.(ad)
    
    Split Dollar Agreement between Marsh Supermarkets, Inc. and
American National Trust and Investment Company, Trustee of the
Don E. Marsh 1983 Irrevocable Trust for Children, dated as of
January 1, 1997  Incorporated by reference to Form 10-K for
the year ended March 29, 2003.(ae)
    
    Split-Dollar Insurance Agreement between Marsh Supermarkets,
Inc. and Don E. Marsh, Trustee u/a David A. Marsh Irrevocable
Trust, dated January 16, 2002, dated as of January 17, 2002 
Incorporated by reference to Form 10-K for the year ended
March 29, 2003.(af)
    
    Amended and Restated Supplemental Retirement Plan, dated as of
January 1, 1997  Incorporated by reference to Form 10-K for
the year ended March 29, 2003.(ag)
    
    First Amendment to Amended and Restated Supplemental
Retirement Plan, dated as of December 31, 1998  Incorporated
by reference to Form 10-K for the year ended March 29, 2003.(ah)
    
    Amended and Restated Marsh Equity Ownership Plan, dated as of
January 1, 1989  Incorporated by reference to Form 10-K for
the year ended March 29, 2003.(ai)
    
    First Amendment to Amended and Restated Marsh Equity Ownership
Plan, dated as of December 7, 2001  Incorporated by reference
to Form 10-K for the year ended March 29, 2003.(aj)
    
    Second Amendment to Amended and Restated Marsh Equity
Ownership Plan, dated as of December 31, 2002  Incorporated
by reference to Form 10-K for the year ended March 29, 2003.
 20




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##### Table of Contents



(ak)
    
    Third Amendment to Amended and Restated Marsh Equity Ownership
Plan, dated as of December 31, 2003.*(al)
    
    Second Amendment to Amended and Restated Supplemental
Retirement Plan, dated as of February 19, 2004. *(am)
    
    First Amendment to Marsh Deferred Compensation Plan, dated as
of December 31, 2003. *
 Exhibit 13 - 2004 Annual Report to Shareholders (only portions specifically
incorporated by reference are included herein).*Exhibit 21 - Subsidiaries of the Registrant.*Exhibit 23
- Consent of Ernst & Young LLP.*Exhibit 31.1 Certification pursuant to Rule 13a-14(a) and Rule 15d-14(a), as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*Exhibit 31.2 Certification pursuant to Rule 13a-14(a) and Rule 15d-14(a), as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.*Exhibit 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*Exhibit 32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*
  (b)
    
    Reports on Form 8-K: Current Report on Form 8-K furnished to the SEC on June 10, 2004  Item
12 Results of Operations and Financial Condition. Notwithstanding the
foregoing, information furnished under Item 12 of the Companys Current
Report on Form 8-K, including the related exhibits, is not incorporated
by reference in this annual report on Form 10-K.  (c)
    
    Exhibits: See Exhibit Index * Being filed herewith 21




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##### Table of Contents



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 24, 2004
    
    By: /s/ Don E. MarshDon E. Marsh,
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 24, 2004
    
    
    
    /s/ Don E. MarshDon E. Marsh, Chairman of the Boardand Chief Executive Officer and DirectorJune 24, 2004
    
    
    
    /s/ Douglas W. DoughertyDouglas W. Dougherty, Senior Vice President,Chief Financial Officer and TreasurerJune 24, 2004
    
    
    
    /s/ Mark A. VarnerMark A. Varner, Vice President -
Corporate ControllerJune 24, 2004
    
    
    
    /s/ William L. MarshWilliam L. Marsh, Senior Vice President-Property Management, and DirectorJune 24, 2004
    
    
    
    /s/ J. Michael BlakleyJ. Michael Blakley, DirectorJune 24, 2004
    
    
    
    /s/ P. Lawrence ButtP. Lawrence Butt, Senior Vice President,Counsel and Secretary, and DirectorJune 24, 2004
    
    
    
    /s/ Charles R. ClarkCharles R. Clark, DirectorJune 24, 2004
    
    
    
    /s/ John J. HeidtJohn J. Heidt, DirectorJune 24, 2004
    
    
    
    /s/ Stephen M. HuseStephen M. Huse, DirectorJune 24, 2004
    
    
    
    /s/ Catherine A. LanghamCatherine A. Langham, DirectorJune 24, 2004
    
    
    
    /s/ James K. RiskJames K. Risk, III, DirectorJune 24, 2004
    
    
    
    /s/ K. Clay SmithK. Clay Smith, Director
 22




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##### Table of Contents



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
November 26, 1997 - Incorporated by
reference to Form 10-Q for the quarter ended January 3, 1998.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
November 26, 1997 - Incorporated by reference to Form 10-Q for
the quarter ended January 3, 1998.(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)
    
    Amended and Restated Rights Agreement, dated as of August 1,
1989, between Marsh Supermarkets, Inc. and National City Bank,
dated as of December 24, 1998 - Incorporated by reference to
Form 8-K, dated December 21,
1998.(e)
    
    Indenture, dated August 5, 1997, between Marsh Supermarkets,
Inc. and certain of its subsidiaries and State Street Bank and
Trust Company, as trustee, for $150,000,000 8-7/8% Senior
Subordinated Notes, due 2007 - Incorporated by reference to
Registration Statement on Form S-4 (File No. 333-34855).(f)
    
    First Supplemental Indenture between Marsh Supermarkets, Inc.
and certain of its subsidiaries and State Street Bank and
Trust Company, as trustee, dated December 31, 1997 
Incorporated by reference to Form 10-K for the year ended
March 28, 1998.(g)
    
    Second Supplemental Indenture between Marsh Supermarkets, Inc.
and certain of its subsidiaries and State Street Bank and
Trust Company, as trustee, dated January 28, 2000. 
Incorporated by reference to Form 10-K for the year ended
April 1, 2000.(h)
    
    Third Supplemental Indenture between Marsh Supermarkets, Inc.
and certain of its subsidiaries and State Street Bank and
Trust Company, as trustee, dated June 22, 2000.  Incorporated
by reference to Form 10-K for the year ended April 1, 2000.(i)
    
    Credit Agreement between Marsh Supermarkets, Inc. and certain
of its subsidiaries and The Provident Bank, as Agent and
Arranger, dated June 23, 2000  Incorporated by reference to
Form 10-K for the year ended April 1, 2000.(j)
    
    Fourth Supplemental Indenture between Marsh Supermarkets, Inc.
and certain of its subsidiaries and State Street Bank and
Trust Company, as trustee, dated October 15, 2001 
Incorporated by reference to Registration Statement on Form
S-8 (File No. 333-82908)(k)
    
    Amended and Restated Credit Agreement between Marsh
Supermarkets, Inc. and certain of its subsidiaries and The
Provident Bank, as Agent and Arranger, dated February 19, 2002
 Incorporated by reference to Form 10-Q for the quarter ended
January 5, 2002.(l)
    
    First Amendment to Amended and Restated Credit Agreement
between Marsh Supermarkets, Inc. and certain of its
subsidiaries and The Provident Bank, as Agent and Arranger,
dated as of December 27, 2002 Incorporated by reference to
Form 10-Q for the quarter ended January 4, 2003.(m)
    
    Second Amended and Restated Credit Agreement between Marsh
Supermarkets, Inc. and certain of its subsidiaries and the
Provident Bank, as Agent and Arranger, dated as of March 21,
2003 Incorporated by reference to Form 10-K for the year
ended March 29, 2003.(n)
    
    First Amendment to Second Amended and Restated Credit
Agreement between Marsh Supermarkets, Inc. and certain of its
subsidiaries and The Provident Bank, as Agent and Arranger,
dated as of May 23, 2003  Incorporated by reference to Form
10-K for the year ended March 29, 2003.(o)
    
    Second Amendment to Second Amended and Restated Credit
Agreement, dated as October 3, 2003  Incorporated by
reference to Form 10-Q for the quarter ended October 11, 2003.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).
 23




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##### Table of Contents



Exhibit Index
    
    Page No.(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).
 24




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##### Table of Contents



Exhibit Index
    
    Page No.Management Contracts and Compensatory Plans:(c)
    
    Supplemental Retirement Plan of Marsh Supermarkets, Inc. and Subsidiaries -
Incorporated by reference to Registration Statement on Form S-2 (File No. 33-17730).(d)
    
    Indemnification Agreements - Incorporated by reference to Form 10-Q for the quarter
ended January 6, 1990.(e)
    
    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.(f)
    
    Marsh Supermarkets, Inc. Executive Supplemental Long-Term Disability Plan -
Incorporated by reference to Form 10-K for the year ended March 30, 1991.(g)
    
    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.(h)
    
    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.(i)
    
    Severance Benefits Agreements, dated as of January 1, 1996. - Incorporated by reference
to Form 10-K for the year ended March 29, 1997.(j)
    
    Form of Split Dollar Insurance Agreement for the benefit of Don E. Marsh - Incorporated
by reference to Form 10-K for the year ended March 29, 1997.(k)
    
    Form of Restricted Stock Agreement, dated as of September 15, 1997 - Incorporated by
reference to Form 10-Q for the quarter ended October 11, 1997.(l)
    
    Marsh Supermarkets, Inc. Outside Directors Stock Plan, as adopted November 26, 1997 -
Incorporated by reference to Form 10-Q for the quarter ended January 3, 1998.(m)
    
    Marsh Supermarkets, Inc. 1998 Stock Incentive Plan, effective as of June 1, 1998 
Incorporated by reference to Proxy Statement , dated June 25, 1998, for the Annual
Meeting of Shareholders held August 4, 1998.(n)
    
    Executive Stock Purchase Plan of Mash Supermarkets, Inc., effective as of September 1,
1998  Incorporated by reference to Proxy Statement, dated June 25, 1998, for the Annual
Meeting of Shareholders held August 4, 1998.(o)
    
    Marsh Deferred Compensation Plan  Incorporated by reference to Form S-8, dated
September 25, 1998 (File No. 333-64343).(p)
    
    1999 Outside Directors Stock Option Plan, dated as of June 1, 1999  Incorporated by
reference to Proxy Statement, dated June 27, 1999, for Annual Meeting of Shareholders
held
August 3, 1999.(q)
    
    Form of Employment Agreement, dated as of August 3, 1999 Incorporated by reference to
Form 10-Q for the quarter ended October 9, 1999.(r)
    
    1999 Senior Executive Supplemental Retirement Plan, dated as of August 3, 1999 
Incorporated by reference to Form 10-Q for the quarter ended October 9, 1999.(s)
    
    Forms of Guarantee related to Executive Stock Purchase Plan of Marsh Supermarkets, Inc.
 Incorporated by reference to Form 10-K for the year ended April 1, 2000.(t)
    
    First Amendment to 1999 Senior Executive Supplemental Retirement Plan, dated February
13, 2003-Incorporated by reference to Form 10-Q for the quarter ended January 4, 2003.(u)
    
    Employment Agreement between Marsh Supermarkets, LLC and Frank J. Bryja, dated as of
September 15, 2002 -Incorporated by reference to Form 10-Q for the quarter ended
January 4, 2003.(v)
    
    Employment Agreement between Marsh Supermarkets, Inc. and Don E. Marsh, dated as of
August 3, 1999  Incorporated by reference to Form 10-K for the year ended March 29,
2003.(w)
    
    Employment Agreement between Marsh Supermarkets, Inc. and David A. Marsh, dated as of
August 9, 2002  Incorporated by reference to Form 10-K for the year ended March 29,
2003.(x)
    
    Employment Agreement between Marsh Supermarkets, Inc. and William L. Marsh, dated as of
August 3, 1999  Incorporated by reference to Form 10-K for the year ended March 29,
2003.(y)
    
    Employment Agreement between Marsh Supermarkets, Inc. and P. Lawrence Butt, dated as of
August 3, 1999  Incorporated by reference to Form 10-K for the year ended March 29,
2003.
 25




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##### Table of Contents



Exhibit Index
    
    Page No.(z)
    
    Employment Agreement, as amended, between Marsh Supermarkets, Inc, and Douglas W.
Dougherty, dated as of August 3, 1999  Incorporated by reference to Form 10-K for the
year ended March 29, 2003.(aa)
    
    Employment Agreement between Crystal Food Services, LLC and Jack J. Bayt, dated as of
Marsh 30, 2003  Incorporated by reference to Form 10-K for the year ended March 29,
2003.(ab)
    
    Split-Dollar Insurance Agreement between Marsh Supermarkets, Inc. and Douglas W.
Dougherty, dated as of May 6, 1998  Incorporated by reference to Form 10-K for the year
ended March 29, 2003.(ac)
    
    Split-Dollar Insurance Agreement between Marsh Supermarkets, Inc. and P. Lawrence Butt,
dated as of October 22, 1997  Incorporated by reference to Form 10-K for the year ended
March 29, 2003.(ad)
    
    Split Dollar Agreement between Marsh Supermarkets, Inc. and American National Trust and
Investment Company, Trustee of the Don E. Marsh 1983 Irrevocable Trust for Children,
dated as of January 1, 1997  Incorporated by reference to Form 10-K for the year ended
March 29, 2003.(ae)
    
    Split-Dollar Insurance Agreement between Marsh Supermarkets, Inc. and David A. Marsh,
dated as of January 17, 2002  Incorporated by reference to Form 10-K for the year ended
March 29, 2003.(af)
    
    Amended and Restated Supplemental Retirement Plan, dated as of January 1, 1997 
Incorporated by reference to Form 10-K for the year ended March 29, 2003.(ag)
    
    First Amendment to Amended and Restated Supplemental Retirement Plan, dated as of
December 31, 1998  Incorporated by reference to Form 10-K for the year ended March 29,
2003.(ah)
    
    Amended and Restated Marsh Equity Ownership Plan, dated as of January 1, 1989 
Incorporated by reference to Form 10-K for the year ended March 29, 2003.(ai)
    
    First Amendment to Amended and Restated Marsh Equity Ownership Plan, dated as of
December 7, 2001  Incorporated by reference to Form 10-K for the year ended March 29,
2003.(aj)
    
    Second Amendment to Amended and Restated Marsh Equity Ownership Plan, dated as of
December 31, 2002  Incorporated by reference to Form 10-K for the year ended March 29,
2003.(ak)
    
    Third Amendment to Amended and Restated Marsh Equity Ownership Plan, dated as of
December 31, 2003.*(al)
    
    Second Amendment to Amended and Restated Supplemental Retirement Plan, dated as of
February 19, 2004. *(am)
    
    First Amendment to Marsh Deferred Compensation Plan, dated as of December 31, 2003. *
  Exhibit 13 - 2004 Annual Report to Shareholders (only portions specifically
incorporated by reference are included herein). *Exhibit 21 - Subsidiaries of the Registrant.*Exhibit 23 - Consent of Ernst & Young LLP.*Exhibit 31.1 Certification pursuant to Rule 13a-14(a) and Rule 15d-14(a), as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*Exhibit 31.2 Certification pursuant to Rule 13a-14(a) and Rule 15d-14(a), as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.*Exhibit 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *Exhibit 32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* * Being filed herewith 26