##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K/A
 (Amendment No. 1)
 ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
of the Securities Exchange Act of 1934
 For the fiscal year ended April 1, 2006
 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
 Securities registered pursuant to Section 12(b) of the Act :
 Securities registered pursuant to Section 12(g) of the Act :
  o þ
 o þ
  þ o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
  o þ




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INDEX
  
 PageEXPLANATORY NOTE
    
    
    1PART IItem 1A.
Risk Factors
    
    
    1PART IIIItem 10. Directors and Executive Officers of the Registrant
    
    
    2Item 11. Executive Compensation
    
    
    4Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
    
    
    9Item 13. Certain Relationships and Related Transactions
    
    
    11Item 14. Principal Accountant Fees and Services
    
    
    13PART IVItem 15. Exhibits and Financial Statement Schedules
    
    
    14Section 302 CertificationSection 302 Certification




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EXPLANATORY NOTE
   
 PART I
 
 Item 1A. Risk Factors.
  Changes in the terms on which suppliers require the Company to pay for store merchandise could
have an adverse effect on the Companys business, financial condition and results of operations.
  1




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PART III
 
 Item 10. Directors and Executive Officers of the Registrant.
 Executive Officers
  Directors
   Name, Age, Principal Occupation
    
    Directorand Business Experience
    
    SinceJ. MICHAEL BLAKLEY, 65
    
    
    1996President and Chief Executive Officer, The Blakley Corporation, Indianapolis,
Indiana (a building trade contractor specializing in interior and exterior
building finishes). See Note (1).P. LAWRENCE BUTT, 64
    
    
    1999Senior Vice President, Counsel and Secretary of the Company.CHARLES R. CLARK, 72
    
    
    1978Partner, Beasley Gilkison Retherford Buckles & Clark, Attorneys at Law, Muncie,
Indiana. See Notes (2) and (3).JOHN J. HEIDT, 68
    
    
    2002Retired since December 2004. For more than five years prior thereto, he served
as President and Chief Executive Officer, Royal Food Products, Inc.,
Indianapolis, Indiana (a food product supply company). See Notes (3) and (4).STEPHEN M. HUSE, 63
    
    
    1985President and Chief Executive Officer, Huse Incorporated, Bloomington, Indiana
(a retail restaurant and real estate management company). See Notes (1), (4)
and (5).CATHERINE A. LANGHAM, 48
    
    
    1998President, Future Enterprises, Inc., Indianapolis, Indiana (an expedited
transport services, warehousing and distribution company); director, The
Finish Line, Inc., Indianapolis, Indiana (a retailer of athletic, lifestyle
and outdoor footwear). See Notes (2), (3) and (4).DON E. MARSH, 68
    
    
    1959Chairman of the Board and Chief Executive Officer of the Company; brother of
William L. Marsh. See Note (4).WILLIAM L. MARSH, 62
    
    
    1991Interim President and Chief Operating Officer of the Company; brother of Don E.
Marsh; has held his current position since February 2006, and for more than
five years prior thereto, he served as Senior Vice President  Property
Management of the Company.
 2




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##### Table of Contents



Name, Age, Principal Occupation
    
    Directorand Business Experience
    
    SinceJAMES K. RISK, III, 64
    
    
    1987President and Chief Executive Officer, Kirby Risk Corporation, Lafayette,
Indiana (a wholesale electrical equipment distributor); director, Lafayette
Life Insurance Company, Lafayette, Indiana (an insurance company). See Note
(1).K. CLAY SMITH, 68
    
    
    1989President and Chief Executive Officer, Underwood Machinery Transport Company,
Inc., Indianapolis, Indiana (a heavy equipment transport company). See Notes
(2), (4) and (5).
 
 (1)
    
    Member of the Compensation Committee of the Companys Board of Directors.(2)
    
    Member of the Audit Committee of the Companys Board of Directors.(3)
    
    Member of the Nominating Committee of the Companys Board of Directors.(4)
    
    Member of the Executive Committee of the Companys Board of Directors.(5)
    
    Member of the Stock Award Committee of the Companys Board of Directors. Audit Committee
 www.marsh.net
 Section 16(a) Beneficial Ownership Reporting Compliance
   Code of Conduct
 www.marsh.net
 3




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Item 11. Executive Compensation.
 Compensation of Executive Officers
  Summary Compensation Table
 Annual CompensationOtherAnnual
    
    
    All OtherName and Principal
    
    Fiscal
    
    
    Salary
    
    
    Bonus
    
    
    Compensation
    
    
    CompensationPosition
    
    Year
    
    
    ($)(a)
    
    

($)(b)
    
    

($)(c)
    
    
    ($)(d)Don E. Marsh
Director; Chairman of the
    
    
    2006
    
    
    
    1,000,000
    
    
    
    273,791
    (e)
    
    
    118,375
    
    
    
    34,035Board & Chief Executive Officer
    
    
    2005
    
    
    
    1,019,231
    
    
    
    273,791
    (e)
    
    
    93,340
    
    
    
    44,4322004
    
    
    
    1,000,000
    
    
    
    278,972
    (e)
    
    
    208,120
    
    
    
    44,466David A. Marsh
Former President & Chief
    
    
    2006
    
    
    
    390,154
    
    
    
    70,085
    (e)
    
    
    0
    
    
    
    2,275,119
    (g)Operating Officer (f)
    
    
    2005
    
    
    
    407,692
    
    
    
    70,085
    (e)
    
    
    0
    
    
    
    3,4962004
    
    
    
    400,000
    
    
    
    71,220
    (e)
    
    
    22,658
    
    
    
    6,938Jack J. Bayt
President & Chief Operating
    
    
    2006
    
    
    
    310,000
    
    
    
    250,000
    
    
    
    0
    
    
    
    5,278Officer, Crystal Food Services
    
    
    2005
    
    
    
    315,961
    
    
    
    207,500
    
    
    
    0
    
    
    
    5,0892004
    
    
    
    310,000
    
    
    
    146,000
    
    
    
    58,023
    
    
    
    9,492Charles Barnard
President & Chief Operating
    
    
    2006
    
    
    
    246,538
    
    
    
    200,000
    
    
    
    0
    
    
    
    4,906Officer,
Village Pantry,
    
    
    2005
    
    
    
    239,519
    
    
    
    25,000
    
    
    
    0
    
    
    
    6,255LLC(h)
    
    
    2004
    
    
    
    229,615
    
    
    
    0
    
    
    
    27,399
    
    
    
    4,515P. Lawrence Butt
Director; Senior Vice President,
    
    
    2006
    
    
    
    285,000
    
    
    
    77,769
    (e)
    
    
    0
    
    
    
    9,513Counsel & Secretary
    
    
    2005
    
    
    
    290,491
    
    
    
    77,769
    (e)
    
    
    0
    
    
    
    10,7162004
    
    
    
    285,000
    
    
    
    48,534
    (e)
    
    
    37,260
    
    
    
    10,222William L. Marsh
Director; Interim President &
    
    
    2006
    
    
    
    305,000
    
    
    
    0
    
    
    
    0
    
    
    
    9,401Chief
Operating Officer(i)
    
    
    2005
    
    
    
    310,865
    
    
    
    0
    
    
    
    0
    
    
    
    8,9692004
    
    
    
    305,000
    
    
    
    0
    
    
    
    0
    
    
    
    6,599
 
 (a)
    
    Fiscal year 2005 was a 53 week year.(b)
    
    Cash bonuses authorized by the Compensation Committee. Bonus amounts represent
amounts paid in the fiscal year indicated and accrued in the
immediately preceding fiscal year, other than amounts noted in footnote (e) below.(c)
    
    The value of perquisites and other personal benefits, securities or property received,
the aggregate of which did not exceed the lesser of $50,000 or 10% of salary and bonus of
the individual in the applicable fiscal year, are not shown in the table, as permitted by
the rules of the Securities and Exchange Commission. The amounts indicated in the table
include for Don E. Marsh: $90,800, $69,496 and $60,431 for financial planning and other
professional fees in fiscal years 2006, 2005 and 2004, respectively; $22,380, $6,981
and $38,787 attributable to use of the Companys aircraft in fiscal years 2006, 2005, and
2004, respectively, using the aggregate incremental cost method and based on the variable
operating costs of the aircraft, including fuel costs, mileage, trip related maintenance,
landing/ramp fees and other miscellaneous costs; and $98,320 in
above-market earnings on deferred compensation in fiscal year 2004. The amounts indicated
in the table for Messrs. David A. Marsh, Bayt, Barnard and Butt represent above-market earnings on deferred
compensation in fiscal year 2004. During fiscal year 2006, Messrs. David A.
Marsh, Bayt, Barnard, Butt and William L. Marsh received perquisites in the aggregate
amount of $4,772, $3,668, $0, $0 and $0, respectively.(d)
    
    Includes for fiscal year 2006: (i) Supplemental Long-Term Disability Plan premiums of
$13,547, $0, $2,316, $0, $1,842 and $3,774, respectively; (ii) 401(k) plan contributions of
$2,200, $0, $2,279, $2,349, $2,279 and $0, respectively; and (iii) group and other life
insurance premiums of $18,288, $1,010, $683, $2,557, $5,392, and $5,627, respectively. 4




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(e)
    
    The amounts shown represent reimbursement on an after-tax basis  for premiums paid by the executives on one or
more split-dollar life insurance policies. See Split-Dollar Arrangements.(f)
    
    Employment was terminated by the Company as of
February 27, 2006.(g)
    
    Includes: (i) $1,010 for group term life insurance premiums; (ii) $2,112,900 representing the
three-year salary continuation benefit payable pursuant to Mr. David
Marshs employment agreement; (iii) $31,000 for the estimated cost of life, medical and dental insurance
coverage for Mr. David Marsh and his dependents for three years pursuant to his employment
agreement; and (iv) $130,209 in life insurance premiums for three years pursuant to his
employment agreement. See Employment and Severance Agreements.(h)
    
    Since April 2006, Mr. Barnard has served as President
& Chief Operating Officer, Marsh Supermarkets, LLC.(i)
    
    Has served as Interim President and Chief Operating Officer
since February 2006. Prior to that Mr. William Marsh served as Senior
Vice President  Property Management of the Company. Aggregated Options/SAR Exercises in Last Fiscal Year and Fiscal Year End Option/SAR Values
  Number ofSecurities Underlying
    
    Value of UnexercisedUnexercised Options
    
    in the-Money Options/SARs/SARs at Fiscal Year End
    
    at Fiscal Year End ($)(a)Name
    
    Class
    
    Exercisable
    
    Unexercisable
    
    Exercisable
    
    UnexercisableDon E. Marsh
    
    
    A
    
    
    
    312,500
    
    
    
    0
    
    
    
    0
    
    
    
    0B
    
    
    
    128,000
    
    
    
    0
    
    
    
    0
    
    
    
    0David A. Marsh
    
    
    A
    
    
    
    79,500
    
    
    
    0
    
    
    
    0
    
    
    
    0B
    
    
    
    17,300
    
    
    
    0
    
    
    
    0
    
    
    
    0Jack J. Bayt
    
    
    A
    
    
    
    20,000
    
    
    
    0
    
    
    
    0
    
    
    
    0B
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Charles Barnard
    
    
    A
    
    
    
    23,500
    
    
    
    0
    
    
    
    0
    
    
    
    0B
    
    
    
    8,100
    
    
    
    0
    
    
    
    0
    
    
    
    0P. Lawrence Butt
    
    
    A
    
    
    
    80,000
    
    
    
    0
    
    
    
    0
    
    
    
    0B
    
    
    
    42,200
    
    
    
    0
    
    
    
    0
    
    
    
    0William L. Marsh
    
    
    A
    
    
    
    43,750
    
    
    
    0
    
    
    
    0
    
    
    
    0B
    
    
    
    24,600
    
    
    
    0
    
    
    
    0
    
    
    
    0
 
 (a)
    
    The closing price at the end of the 2006 fiscal year for the Class A common stock was $9.09 and
for the Class B common stock was $8.25. Value is calculated on the basis of the difference between
the option exercise price and the applicable closing price, multiplied by the number of
In-the-Money shares of common stock underlying the option. Retirement Plans
  5




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Estimated Retirement Benefits Table
 Average AnnualCompensationDuring Last4 Years of
    
    Estimated Annual RetirementService
    
    Benefits at Various Years of Benefit Service10 Years
    
    20 Years
    
    30 Years$    400,000
    
    $
    4,204
    
    
    $
    23,576
    
    
    $
    47,792500,000
    
    
    4,204
    
    
    
    23,576
    
    
    
    47,792600,000
    
    
    4,204
    
    
    
    23,576
    
    
    
    47,792700,000
    
    
    4,204
    
    
    
    23,576
    
    
    
    50,493800,000
    
    
    4,204
    
    
    
    23,576
    
    
    
    58,539900,000
    
    
    4,204
    
    
    
    23,576
    
    
    
    66,5861,000,000
    
    
    4,204
    
    
    
    23,576
    
    
    
    74,6321,100,000
    
    
    4,204
    
    
    
    23,576
    
    
    
    82,6781,200,000
    
    
    4,204
    
    
    
    23,576
    
    
    
    90,7251,300,000
    
    
    4,204
    
    
    
    23,576
    
    
    
    98,7711,400,000
    
    
    4,204
    
    
    
    23,576
    
    
    
    106,8171,500,000
    
    
    4,204
    
    
    
    23,576
    
    
    
    114,8641,600,000
    
    
    4,204
    
    
    
    24,652
    
    
    
    122,9101,700,000
    
    
    4,204
    
    
    
    26,509
    
    
    
    130,9571,800,000
    
    
    4,204
    
    
    
    28,365
    
    
    
    139,0031,900,000
    
    
    4,204
    
    
    
    30,222
    
    
    
    147,0492,000,000
    
    
    4,204
    
    
    
    32,079
    
    
    
    155,0962,100,000
    
    
    4,204
    
    
    
    33,936
    
    
    
    163,1422,200,000
    
    
    4,204
    
    
    
    35,793
    
    
    
    170,0002,300,000
    
    
    4,204
    
    
    
    37,650
    
    
    
    170,0002,400,000
    
    
    4,204
    
    
    
    39,507
    
    
    
    170,0002,500,000
    
    
    4,204
    
    
    
    41,363
    
    
    
    170,000
    6




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Employment and Severance Agreements
     7




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Split-Dollar Arrangements
    Compensation of Directors
    8




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Compensation Committee Interlocks and Insider Participation
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
 Equity Compensation Plan Information
  EQUITY COMPENSATION PLAN INFORMATION
 Number of securitiesNumber of
    
    
    
    
    
    
    remaining availablesecurities to be
    
    
    
    
    
    
    for future issuanceissued upon
    
    
    
    
    
    
    under equityexercise of
    
    
    Weighted-average
    
    
    compensation plansoutstanding
    
    
    exercise price of
    
    
    (excluding sharesoptions, warrants
    
    
    outstanding options,
    
    
    reflected in firstPlan Category
    
    and rights
    
    
    warrants and rights
    
    
    column)Equity compensation plans
approved by shareholdersClass A
    
    
    1,216,002
    
    
    $
    14.14
    
    
    
    212,746
    (1)Class B
    
    
    462,050
    
    
    $
    11.05
    
    
    
    212,746
    (1)Equity compensation plans not
approved by shareholders
    
    
    0
    
    
    
    
    
    
    
    0Total
    
    
    1,678,052
    
    
    $
    13.29
    
    
    
    212,746
 
 (1)
    
    Plans authorize the grant of options to purchase either class of common stock. Security Ownership of Certain Beneficial Owners and Management
  
    
    any person (including any group) known by management to beneficially own
more than 5% of the Companys Class A common stock or the Companys Class B common stock;
    
    each of the Companys directors and Named Executive Officers; and
    
    all of the Companys directors and executive officers as a group.
   9




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Class A Common Stock
    
    Class B Common StockNo. of Shares
    
    
    
    
    
    No. of SharesName and Address of Individual or
    
    Beneficially
    
    Percent
    
    Beneficially
    
    PercentIdentity of Group
    
    Owned (1)
    
    (1)
    
    Owned (1)
    
    (1)Five Percent ShareholdersDon E. Marsh
9800 Crosspoint Blvd.
Indianapolis, Indiana 46256-3350
    
    
    785,678
    (2)
    
    
    19.4
    %
    
    
    420,177
    (2)
    
    
    9.7
    %American Financial Group, Inc.
c/o James C. Kennedy
One East Fourth Street
Cincinnati, Ohio 45202
    
    
    494,408
    (3)
    
    
    13.2
    %(3)
    
    
    135,607
    (3)
    
    
    3.2
    %(3)Dimensional Fund Advisors Inc.
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401 (5)
    
    
    
    (4)
    
    
    
    (4)
    
    
    251,827
    (4)
    
    
    6.0
    %(4)Aegis Financial Corporation
1100 North Glebe Road
Suite 1040
Arlington, Virginia 22201 (7)
    
    
    
    (6)
    
    
    
    (6)
    
    
    265,117
    (6)
    
    
    6.4
    %(6)Donald Smith & Co., Inc.
152 West 57th Street
New York, New York 10019 (9)
    
    
    
    (8)
    
    
    
    (8)
    
    
    326,357
    (8)
    
    
    7.8
    %(8)National City Corp.
1900 East Ninth Street
Cleveland, Ohio 44114 (11)
    
    
    258,868
    (10)
    
    
    6.9
    %(10)
    
    
    
    (10)
    
    
    
    (10)Directors and Named Executive OfficersJ. Michael Blakley
    
    
    12,100
    (12)
    
    
    *
    
    
    
    21,704
    (12)
    
    
    *P. Lawrence Butt
    
    
    146,583
    (13)
    
    
    3.8
    %
    
    
    50,822
    (13)
    
    
    1.2
    %Charles R. Clark
    
    
    10,854
    (14)
    
    
    *
    
    
    
    14,172
    (14)
    
    
    *John J. Heidt
    
    
    
    
    
    
    
    
    
    
    8,639
    
    
    
    *Stephen M. Huse
    
    
    10,874
    (15)
    
    
    *
    
    
    
    24,373
    (15)
    
    
    *Catherine A. Langham
    
    
    10,162
    (16)
    
    
    *
    
    
    
    17,410
    (16)
    
    
    *William L. Marsh
    
    
    155,429
    (17)
    
    
    4.1
    %
    
    
    88,268
    (17)
    
    
    2.1
    %James K. Risk, III
    
    
    12,225
    (18)
    
    
    *
    
    
    
    19,551
    (18)
    
    
    *K. Clay Smith
    
    
    10,550
    (19)
    
    
    *
    
    
    
    22,139
    (19)
    
    
    *Charles Barnard, Jr.
    
    
    26,620
    (20)
    
    
    *
    
    
    
    12,108
    (20)
    
    
    *Jack J. Bayt
    
    
    48,854
    (21)
    
    
    1.3
    %
    
    
    2,536
    
    
    
    *David A. Marsh
    
    
    22,163
    
    
    
    *
    
    
    
    13,362
    
    
    
    *All current directors and executive officers as a group (15
people)
    
    
    1,396,080
    (22)
    
    
    31.8
    %
    
    
    751,821
    (22)
    
    
    16.6
    %
 
 *
    
    Less than one percent.(1)
    
    This table is based on information supplied by directors, executive officers and principal
shareholders of the Company. Beneficial ownership is determined in accordance with the rules
of the Securities and Exchange Commission. In computing the number of shares beneficially
owned by a person and the percentage ownership of a class of that person, shares of Class A
common stock or Class B common stock subject to options held by that person that are currently
exercisable or will become exercisable within 60 days after July 26, 2006 are deemed
outstanding with respect to that class, while such shares are not deemed outstanding for
purposes of computing percentage ownership of any other person.(2)
    
    Includes 5,466 shares of Class A common stock and 5,483 shares of Class B common stock owned
by members of his immediate family, 78,016 shares of Class A common stock and 59,194 shares of
Class B common stock owned by two trusts with respect to which Don E. Marsh has a one-third
remainder interest or is a co-trustee and shares voting and investment power, and 25,918
shares of Class A common stock and 28,031 shares of Class B common stock owned by other trusts
with respect to which Don E. Marsh is a trustee or co-trustee. Also includes presently
exercisable stock options to purchase 312,500 shares of Class A common stock and 128,000
shares of Class B common stock.(3)
    
    Based on information reported on a Schedule 13G/A filed with the Securities and Exchange
Commission by American Financial Group, Inc. on February 14, 2006, and updated by the Form 4s
filed by American Financial Group, Inc. on each of April 27, 2006, April 28, 2006, June 1,
2006, June 6, 2006, June 8, 2006, June 9, 2006, June 14, 2006 and June 29, 2006. 10




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(4)
    
    Based on information reported on a Schedule 13G/A filed with the Securities and Exchange
Commission by Dimensional Fund Advisors Inc. (Dimensional) on February 6, 2006.(5)
    
    Dimensional is a registered investment adviser, furnishes investment advice to four
investment companies registered under the Investment Advisors Act of 1940 and serves as
investment manager to certain other commingled group trusts and separate accounts. In its
role as an investment adviser or manager, Dimensional has investment and/or voting power over
the shares reported as beneficially owned.(6)
    
    Based on information reported on a Schedule 13G/A filed with the Securities and Exchange
Commission by Aegis Financial Corporation (Aegis) on February 14, 2006.(7)
    
    Aegis has sole voting and dispositive power over 265,117 shares of Class B common stock.
Additionally, the following individuals have shared voting and dispositive power and/or sole
voting and dispositive power over shares of Class B common stock: William S. Berno, 265,117
shared; Paul Gambal, 100 sole and 265,117 shared; and Scott L. Barbee, 265,117 shared.(8)
    
    Based on information reported on a Schedule 13G filed with the Securities and Exchange
Commission by Donald Smith & Co., Inc. (Donald Smith) on February 14, 2006.(9)
    
    Donald Smith serves as an investment adviser and has investment and/or voting power over the
shares reported as beneficially owned.(10)
    
    Based on information reported on a Schedule 13G filed with the Securities and Exchange
Commission by National City Corp. (National City) on February 14, 2006.(11)
    
    National City serves as a registered investment adviser and has voting power over the shares
reported as beneficially owned.(12)
    
    Includes presently exercisable options to purchase 10,000 shares of Class A common stock and
12,000 shares of Class B common stock.(13)
    
    Includes presently exercisable options to purchase 80,000 shares of Class A common stock and
42,200 shares of Class B common stock.(14)
    
    Includes 48 shares of Class A common stock held in a joint account with Mr. Clarks spouse
and 125 shares of Class B common stock owned by Mr. Clarks spouse and presently exercisable
options to purchase 10,000 shares of Class A common stock and 12,000 shares of Class B common
stock.(15)
    
    Includes 93 shares of Class A common stock and 93 shares of Class B common stock owned by a
corporation in which Mr. Huse has an ownership interest and presently exercisable options to
purchase 10,000 shares of Class A common stock and 12,000 shares of Class B common stock.(16)
    
    Includes presently exercisable options to purchase 10,000 shares of Class A common stock and
12,000 shares of Class B common stock.(17)
    
    Includes 1,399 shares of Class A common stock and 3,083 shares of Class B common stock owned
by Mr. William L. Marshs spouse and 78,016 shares of Class A common stock and 59,194 shares
of Class B common stock owned by two trusts with respect to which William L. Marsh has a
one-third remainder interest or is a co-trustee and shares voting and investment power. Also
includes presently exercisable options to purchase 43,750 shares of Class A common stock and
24,600 shares of Class B common stock.(18)
    
    Includes presently exercisable options to purchase 10,000 shares of Class A common stock and
12,000 shares of Class B common stock.(19)
    
    Includes presently exercisable options to purchase 10,000 shares of Class A common stock and
12,000 shares of Class B common stock.(20)
    
    Includes presently exercisable options to purchase 23,500 shares of Class A common stock and
8,100 shares of Class B common stock.(21)
    
    Includes presently exercisable options to purchase 20,000 shares of Class A common stock and
13,035 shares of Class A common stock held by Mr. Bayts spouse.(22)
    
    Includes presently exercisable options to purchase 650,750 shares of Class A common stock and
319,300 shares of Class B common stock.  
 Item 13. Certain Relationships and Related Transactions.
  11
    Table of Contents       12    Table of Contents  Item 14. Principal Accountant Fees and Services.
 Independent Registered Public Accounting Firm Fee Information
  Type of Fees
    
    2006
    
    
    2005Audit Fees(1)
    
    $
    489,120
    
    
    $
    390,865Audit-Related Fees(2)
    
    
    12,500
    
    
    
    32,990Tax Fees
    
    
    0
    
    
    
    0All Other Fees(3)
    
    
    176,350
    
    
    
    351,831Total Fees
    
    $
    677,970
    
    
    $
    775,686
 
 (1)
    
    Audit fees include fees associated with the audits of the Companys annual consolidated
financial statements and reviews of our quarterly financial statements.(2)
    
    Audit-related fees primarily include fees for pension and statutory audits, accounting
consultations, and reviews in connection with the filings with the Securities and Exchange
Commission.(3)
    
    All other fees include tax accounting methods for property,
equipment and inventory, executive tax return preparation, assistance
with federal audit, federal tax planning, miscellaneous tax
consulting and response to Internal Revenue Service. Pre-Approval of Audit and Non-Audit Fees
   13
    Table of Contents  PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
 (a) (3)
    
    ExhibitsThe following exhibits are being filed herewith: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.
 14
    Table of Contents  SIGNATURES
  July 31, 2006
    MARSH SUPERMARKETS, INC.By:

/s/ P. Lawrence ButtName:
    P. Lawrence ButtTitle:
    Senior Vice President, Counsel and Secretary 15
    Table of Contents  EXHIBIT INDEX
 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.
 16