##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
   MARSH SUPERMARKETS, INC.
  INDIANA
    
    35-0918179(State or other jurisdiction of
    
    (IRS Employerincorporation or organization)
    
    Identification No.)
 9800 CROSSPOINT BOULEVARDINDIANAPOLIS, INDIANA
    
    46256-3350(Address of principal executive offices)
    
    (Zip Code)
 (317) 594-2100
 ý o
 o o ý
 o ý
  Class A Common Stock
    
    
    3,734,927 sharesClass B Common Stock
    
    
    4,212,284 shares7,947,211 shares






---



##### 



PART I  FINANCIAL INFORMATION


Item 1. Financial Statements


MARSH SUPERMARKETS, INC.  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


12 Weeks EndedJune 24,
    
    
    June 25,2006
    
    
    2005Sales and other revenues
    
    $
    400,714
    
    
    $
    409,780Gains from sales of property
    
    
    928
    
    
    
    Total revenues
    
    
    401,642
    
    
    
    409,780Cost of merchandise sold, including
warehousing and transportation,
excluding depreciation
    
    
    284,336
    
    
    
    287,354Gross profit
    
    
    117,306
    
    
    
    122,426Selling, general and administrative
    
    
    104,031
    
    
    
    111,065Depreciation
    
    
    6,043
    
    
    
    5,972Restructuring costs
    
    
    134
    
    
    
    Operating income
    
    
    7,098
    
    
    
    5,389Interest
    
    
    5,375
    
    
    
    4,447Other non-operating income
    
    
    
    
    
    
    (119
    )Income before income taxes
    
    
    1,723
    
    
    
    1,061Income taxes
    
    
    546
    
    
    
    387Net income
    
    $
    1,177
    
    
    $
    674Earnings per common share:Basic
    
    $
    .15
    
    
    $
    .09Diluted
    
    
    .15
    
    
    
    .08Dividends declared per share
    
    $
    
    
    
    $
    .13Basic weighted average shares outstanding
    
    
    7,920
    
    
    
    7,897Diluted weighted average shares outstanding
    
    
    7,959
    
    
    
    8,004




2



---



##### 



MARSH SUPERMARKETS, INC.  CONDENSED CONSOLIDATED BALANCE SHEETS  )


June 24,
    
    
    April 1,
    
    
    June 25,2006
    
    
    2006
    
    
    2005(Unaudited)
    
    
    (Note A)
    
    
    (Unaudited)AssetsCurrent assets:Cash and equivalents
    
    $
    26,717
    
    
    $
    28,997
    
    
    $
    46,305Accounts and notes receivable, net
    
    
    19,666
    
    
    
    18,808
    
    
    
    22,941Inventories
    
    
    130,303
    
    
    
    127,970
    
    
    
    135,612Prepaid expenses
    
    
    4,068
    
    
    
    5,421
    
    
    
    4,869Assets held for sale
    
    
    
    
    
    
    3,957
    
    
    
    Recoverable income taxes
    
    
    2,152
    
    
    
    2,846
    
    
    
    1,226Total current assets
    
    
    182,906
    
    
    
    187,999
    
    
    
    210,953Property and equipment, less allowances for depreciation
    
    
    293,286
    
    
    
    298,625
    
    
    
    316,343Other assets
    
    
    33,272
    
    
    
    33,347
    
    
    
    50,529Total Assets
    
    $
    509,464
    
    
    $
    519,971
    
    
    $
    577,825Liabilities and Shareholders EquityCurrent liabilities:Accounts payable
    
    $
    70,710
    
    
    $
    68,601
    
    
    $
    83,639Accrued liabilities
    
    
    67,511
    
    
    
    70,753
    
    
    
    48,322Current maturities of long-term liabilities
    
    
    4,678
    
    
    
    4,626
    
    
    
    78,937Total current liabilities
    
    
    142,899
    
    
    
    143,980
    
    
    
    210,898Long-term liabilities:Long-term debt
    
    
    178,778
    
    
    
    189,930
    
    
    
    132,579Capital lease and financing obligations
    
    
    43,322
    
    
    
    43,704
    
    
    
    26,921Pension and post-retirement benefits
    
    
    26,626
    
    
    
    26,088
    
    
    
    53,649Other long-term liabilities
    
    
    9,197
    
    
    
    11,317
    
    
    
    Total long-term liabilities
    
    
    257,923
    
    
    
    271,039
    
    
    
    213,149Deferred items:Income taxes
    
    
    
    
    
    
    
    
    
    
    8,380Gains from sale/leasebacks
    
    
    14,888
    
    
    
    15,173
    
    
    
    16,196Other
    
    
    6,788
    
    
    
    4,360
    
    
    
    5,292Total deferred items
    
    
    21,676
    
    
    
    19,533
    
    
    
    29,868Shareholders Equity:Common stock, Classes A and B
    
    
    26,706
    
    
    
    26,661
    
    
    
    26,699Retained earnings
    
    
    89,773
    
    
    
    88,596
    
    
    
    130,520Treasury stock, at cost
    
    
    (15,616
    )
    
    
    (15,915
    )
    
    
    (15,876
    )Deferred cost restricted stock
    
    
    
    
    
    
    (26
    )
    
    
    (120
    )Notes receivable stock purchases
    
    
    (11
    )
    
    
    (11
    )
    
    
    (11
    )Accumulated other comprehensive loss
    
    
    (13,886
    )
    
    
    (13,886
    )
    
    
    (17,302
    )Total shareholders equity
    
    
    86,966
    
    
    
    85,419
    
    
    
    123,910Total Liabilities and Shareholders Equity
    
    $
    509,464
    
    
    $
    519,971
    
    
    $
    577,825




3



---



##### 



MARSH SUPERMARKETS, INC.  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


12 Weeks EndedJune 24,
    
    
    June 25,2006
    
    
    2005Operating activitiesNet income
    
    $
    1,177
    
    
    $
    674Adjustments to reconcile net income to net
cash provided by operating activities:Depreciation
    
    
    6,043
    
    
    
    5,972Changes in operating assets and liabilities
    
    
    (2,558
    )
    
    
    (1,892
    )Other operating activities
    
    
    9
    
    
    
    267Net cash provided by operating activities
    
    
    4,671
    
    
    
    5,021Investing activitiesNet (acquisition) disposition of property, equipment and land
    
    
    4,187
    
    
    
    (14,503
    )Net cash provided by (used for) investing activities
    
    
    4,187
    
    
    
    (14,503
    )Financing activitiesProceeds of long-term borrowings
    
    
    34,276
    
    
    
    55,000Payments of long-term debt and capital leases
    
    
    (45,758
    )
    
    
    (25,487
    )Cash dividends paid
    
    
    
    
    
    
    (1,038
    )Purchase of common shares for treasury
    
    
    
    
    
    
    (466
    )Other financing activities
    
    
    344
    
    
    
    414Net cash provided by (used for) financing activities
    
    
    (11,138
    )
    
    
    28,423Net increase (decrease) in cash and equivalents
    
    
    (2,280
    )
    
    
    18,941Cash and equivalents at beginning of period
    
    
    28,997
    
    
    
    27,364Cash and equivalents at end of period
    
    $
    26,717
    
    
    $
    46,305




4



---



##### 



MARSH SUPERMARKETS, INC.  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Note A  Basis of Presentation










Note B  Recent Accounting Pronouncements




5



---



##### 



Note C  Notes Receivable


Note D  Assets Held for Sale


Note E  Restructuring Reserves




Liability at
    
    
    
    
    
    
    Interest and
    
    
    Liability atApril 1, 2006
    
    
    Payments
    
    
    adjustments
    
    
    June 24, 2006Leased real estate
    
    $
    5,084
    
    
    $
    (182
    )
    
    $
    139
    
    
    $
    5,041Leased equipment
    
    
    2,408
    
    
    
    (357
    )
    
    
    (5
    )
    
    
    2,046Personnel related costs
    
    
    6,829
    
    
    
    (437
    )
    
    
    
    
    
    
    6,392Other
    
    
    135
    
    
    
    (97
    )
    
    
    
    
    
    
    38Total restructuring reserves
    
    $
    14,456
    
    
    $
    (1,073
    )
    
    $
    134
    
    
    $
    13,517


Note F  Earnings Per Share


12 Weeks EndedJune 24,
    
    
    June 25,2006
    
    
    2005Net income
    
    $
    1,177
    
    
    $
    674Weighted average shares outstanding
    
    
    7,926
    
    
    
    7,913Non-vested restricted shares
    
    
    (6
    )
    
    
    (16
    )Denominator for basic earnings per share
    
    
    7,920
    
    
    
    7,897Effect of dilutive securities:Non-vested restricted shares
    
    
    6
    
    
    
    16Stock options
    
    
    33
    
    
    
    91Denominator for diluted earnings per share -
adjusted weighted average shares
    
    
    7,959
    
    
    
    8,004


6



---



##### 



Note G  Employee Benefit Plans


Pension
    
    
    Post-retirementJune 24,
    
    
    June 25,
    
    
    June 24,
    
    
    June 25,2006
    
    
    2005
    
    
    2006
    
    
    2005Service cost
    
    $
    
    
    
    $
    280
    
    
    $
    131
    
    
    $
    123Interest cost
    
    
    782
    
    
    
    1,077
    
    
    
    89
    
    
    
    60Expected return on plan assets
    
    
    (703
    )
    
    
    (718
    )
    
    
    
    
    
    
    Recognized actuarial loss
    
    
    263
    
    
    
    399
    
    
    
    
    
    
    
    13Amortization of prior service cost
    
    
    
    
    
    
    85
    
    
    
    (11
    )
    
    
    (11
    )Benefit cost
    
    $
    342
    
    
    $
    1,123
    
    
    $
    209
    
    
    $
    185


Note H  Long-Term Debt




Note I  Long-Term Debt and Guarantor Subsidiaries




Guarantor
    
    
    ConsolidatingParent
    
    
    subsidiaries
    
    
    entries
    
    
    TotalTotal revenues
    
    $
    1,408
    
    
    $
    401,642
    
    
    $
    (1,408
    )
    
    $
    401,642Cost of merchandise sold, including warehousing
and transportation, excluding depreciation
    
    
    
    
    
    
    284,336
    
    
    
    
    
    
    
    284,336Gross profit
    
    
    1,408
    
    
    
    117,306
    
    
    
    (1,408
    )
    
    
    117,306Selling, general and administrative
    
    
    628
    
    
    
    104,811
    
    
    
    (1,408
    )
    
    
    104,031Depreciation
    
    
    379
    
    
    
    5,664
    
    
    
    
    
    
    
    6,043Restructuring costs
    
    
    
    
    
    
    134
    
    
    
    
    
    
    
    134Operating income
    
    
    401
    
    
    
    6,697
    
    
    
    
    
    
    
    7,098Interest
    
    
    629
    
    
    
    4,746
    
    
    
    
    
    
    
    5,375Income (loss) before income taxes
    
    
    (228
    )
    
    
    1,951
    
    
    
    
    
    
    
    1,723Income taxes (benefit)
    
    
    (80
    )
    
    
    626
    
    
    
    
    
    
    
    546Net income (loss)
    
    $
    (148
    )
    
    $
    1,325
    
    
    $
    
    
    
    $
    1,177


7



---



##### 





Guarantor
    
    
    ConsolidatingParent
    
    
    subsidiaries
    
    
    entries
    
    
    TotalTotal revenues
    
    $
    1,305
    
    
    $
    409,780
    
    
    $
    (1,305
    )
    
    $
    409,780Cost of merchandise sold, including warehousing
and transportation, excluding depreciation
    
    
    
    
    
    
    287,354
    
    
    
    
    
    
    
    287,354Gross profit
    
    
    1,305
    
    
    
    122,426
    
    
    
    (1,305
    )
    
    
    122,426Selling, general and administrative
    
    
    771
    
    
    
    111,599
    
    
    
    (1,305
    )
    
    
    111,065Depreciation
    
    
    378
    
    
    
    5,594
    
    
    
    
    
    
    
    5,972Operating income
    
    
    156
    
    
    
    5,233
    
    
    
    
    
    
    
    5,389Interest and debt expense
    
    
    449
    
    
    
    3,998
    
    
    
    
    
    
    
    4,447Other non-operating income
    
    
    (119
    )
    
    
    
    
    
    
    
    
    
    
    (119
    )Income (loss) before income taxes
    
    
    (174
    )
    
    
    1,235
    
    
    
    
    
    
    
    1,061Income taxes (benefit)
    
    
    (62
    )
    
    
    449
    
    
    
    
    
    
    
    387Net income (loss)
    
    $
    (112
    )
    
    $
    786
    
    
    $
    
    
    
    $
    674


8



---



##### 





GuarantorParent
    
    
    subsidiaries
    
    
    TotalAssetsCurrent assets:Cash and equivalents
    
    $
    
    
    
    $
    26,717
    
    
    $
    26,717Accounts and notes receivable, net
    
    
    
    
    
    
    19,666
    
    
    
    19,666Inventories
    
    
    
    
    
    
    130,303
    
    
    
    130,303Prepaid expenses
    
    
    
    
    
    
    4,068
    
    
    
    4,068Recoverable income taxes
    
    
    2,152
    
    
    
    
    
    
    
    2,152Total current assets
    
    
    2,152
    
    
    
    180,754
    
    
    
    182,906Property and equipment, less allowances for depreciation
    
    
    36,316
    
    
    
    256,970
    
    
    
    293,286Other assets
    
    
    2,067
    
    
    
    31,205
    
    
    
    33,272Total Assets
    
    $
    40,535
    
    
    $
    468,929
    
    
    $
    509,464Liabilities and Shareholders EquityCurrent liabilities:Accounts payable
    
    $
    
    
    
    $
    70,710
    
    
    $
    70,710Accrued liabilities
    
    
    10,781
    
    
    
    56,730
    
    
    
    67,511Current maturities of long-term liabilities
    
    
    1,971
    
    
    
    2,707
    
    
    
    4,678Total current liabilities
    
    
    12,752
    
    
    
    130,147
    
    
    
    142,899Long-term liabilities:Long-term debt
    
    
    108,170
    
    
    
    70,608
    
    
    
    178,778Capital lease and financing obligations
    
    
    
    
    
    
    43,322
    
    
    
    43,322Pension and post-retirement benefits
    
    
    19,903
    
    
    
    6,723
    
    
    
    26,626Other long-term liabilities
    
    
    
    
    
    
    9,197
    
    
    
    9,197Total long-term liabilities
    
    
    128,073
    
    
    
    129,850
    
    
    
    257,923Deferred items:Gains from sale/leasebacks
    
    
    1,978
    
    
    
    12,910
    
    
    
    14,888Other
    
    
    
    
    
    
    6,788
    
    
    
    6,788Total deferred items
    
    
    1,978
    
    
    
    19,698
    
    
    
    21,676Amounts due parent from subsidiaries
    
    
    (88,577
    )
    
    
    88,577
    
    
    
    Shareholders Equity:Common stock, Classes A and B
    
    
    26,706
    
    
    
    
    
    
    
    26,706Retained earnings
    
    
    (10,884
    )
    
    
    100,657
    
    
    
    89,773Treasury stock, at cost
    
    
    (15,616
    )
    
    
    
    
    
    
    (15,616
    )Notes receivable stock purchases
    
    
    (11
    )
    
    
    
    
    
    
    (11
    )Accumulated other comprehensive loss
    
    
    (13,886
    )
    
    
    
    
    
    
    (13,886
    )Total shareholders equity
    
    
    (13,691
    )
    
    
    100,657
    
    
    
    86,966Total Liabilities and Shareholders Equity
    
    $
    40,535
    
    
    $
    468,929
    
    
    $
    509,464


9



---



##### 



GuarantorParent
    
    
    subsidiaries
    
    
    TotalAssetsCurrent assets:Cash and equivalents
    
    $
    
    
    
    $
    28,997
    
    
    $
    28,997Accounts and notes receivable, net
    
    
    
    
    
    
    18,808
    
    
    
    18,808Inventories
    
    
    
    
    
    
    127,970
    
    
    
    127,970Prepaid expenses
    
    
    
    
    
    
    5,421
    
    
    
    5,421Assets held for sale
    
    
    
    
    
    
    3,957
    
    
    
    3,957Recoverable income taxes
    
    
    2,846
    
    
    
    
    
    
    
    2,846Total current assets
    
    
    2,846
    
    
    
    185,153
    
    
    
    187,999Property and equipment, less allowances for depreciation
    
    
    36,668
    
    
    
    261,957
    
    
    
    298,625Other assets
    
    
    3,134
    
    
    
    30,213
    
    
    
    33,347Total Assets
    
    $
    42,648
    
    
    $
    477,323
    
    
    $
    519,971Liabilities and Shareholders EquityCurrent liabilities:Accounts payable
    
    $
    
    
    
    $
    68,601
    
    
    $
    68,601Accrued liabilities
    
    
    8,730
    
    
    
    62,023
    
    
    
    70,753Current maturities of long-term liabilities
    
    
    1,938
    
    
    
    2,688
    
    
    
    4,626Total current liabilities
    
    
    10,668
    
    
    
    133,312
    
    
    
    143,980Long-term liabilities:Long-term debt
    
    
    108,650
    
    
    
    81,280
    
    
    
    189,930Capital lease and financing obligations
    
    
    
    
    
    
    43,704
    
    
    
    43,704Pension and post-retirement benefits
    
    
    19,539
    
    
    
    6,549
    
    
    
    26,088Other long-term liabilities
    
    
    
    
    
    
    11,317
    
    
    
    11,317Total long-term liabilities
    
    
    128,189
    
    
    
    142,850
    
    
    
    271,039Deferred items:Gains from sale/leasebacks
    
    
    2,012
    
    
    
    13,161
    
    
    
    15,173Other
    
    
    
    
    
    
    4,360
    
    
    
    4,360Total deferred items
    
    
    2,012
    
    
    
    17,521
    
    
    
    19,533Amounts due parent from subsidiaries
    
    
    (99,930
    )
    
    
    99,930
    
    
    
    Shareholders Equity:Common stock, Classes A and B
    
    
    26,661
    
    
    
    
    
    
    
    26,661Retained earnings
    
    
    4,886
    
    
    
    83,710
    
    
    
    88,596Treasury stock, at cost
    
    
    (15,915
    )
    
    
    
    
    
    
    (15,915
    )Deferred cost restricted stock
    
    
    (26
    )
    
    
    
    
    
    
    (26
    )Notes receivable stock purchases
    
    
    (11
    )
    
    
    
    
    
    
    (11
    )Accumulated other comprehensive loss
    
    
    (13,886
    )
    
    
    
    
    
    
    (13,886
    )Total shareholders equity
    
    
    1,709
    
    
    
    83,710
    
    
    
    85,419Total Liabilities and Shareholders Equity
    
    $
    42,648
    
    
    $
    477,323
    
    
    $
    519,971


10



---



##### 





GuarantorParent
    
    
    subsidiaries
    
    
    TotalNet cash provided by operating activities
    
    $
    130
    
    
    $
    4,541
    
    
    $
    4,671Net cash provided by (used for) investing activities
    
    
    (27
    )
    
    
    4,214
    
    
    
    4,187Financing activities:Proceeds of long-term borrowings
    
    
    
    
    
    
    34,276
    
    
    
    34,276Repayments of long-term debt and capital leases
    
    
    (447
    )
    
    
    (45,311
    )
    
    
    (45,758
    )Other financing activities
    
    
    344
    
    
    
    
    
    
    
    344Net cash used for financing activities
    
    
    (103
    )
    
    
    (11,035
    )
    
    
    (11,138
    )Net decrease in cash and equivalents
    
    
    
    
    
    
    (2,280
    )
    
    
    (2,280
    )Cash and equivalents at beginning of period
    
    
    
    
    
    
    28,977
    
    
    
    28,997Cash and equivalents at end of period
    
    $
    
    
    
    $
    26,717
    
    
    $
    26,717




GuarantorParent
    
    
    subsidiaries
    
    
    TotalNet cash provided by operating activities
    
    $
    1,501
    
    
    $
    3,520
    
    
    $
    5,021Net cash used for investing activities
    
    
    (10
    )
    
    
    (14,493
    )
    
    
    (14,503
    )Financing activities:Proceeds of long-term borrowings
    
    
    
    
    
    
    55,000
    
    
    
    55,000Repayments of long-term debt and capital leases
    
    
    (401
    )
    
    
    (25,086
    )
    
    
    (25,487
    )Cash dividends paid
    
    
    (1,038
    )
    
    
    
    
    
    
    (1,038
    )Purchase of common shares for treasury
    
    
    (466
    )
    
    
    
    
    
    
    (466
    )Other financing activities
    
    
    414
    
    
    
    
    
    
    
    414Net cash provided by (used for) financing activities
    
    
    (1,491
    )
    
    
    29,914
    
    
    
    28,423Net increase in cash and equivalents
    
    
    
    
    
    
    18,941
    
    
    
    18,941Cash and equivalents at beginning of period
    
    
    
    
    
    
    27,364
    
    
    
    27,364Cash and equivalents at end of period
    
    $
    
    
    
    $
    46,305
    
    
    $
    46,305


11



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##### 



Note J  Stock Option Plans


Net income, as reported
    
    $
    674Compensation expense recorded
    
    
    10Compensation expense using
the fair value method, net of tax
    
    
    (22
    )Pro-forma net income
    
    $
    662Reported earnings per share:Basic
    
    $
    .09Diluted
    
    
    .08Pro-forma earnings per share:Basic
    
    
    .08Diluted
    
    
    .08


Note K  Contingencies








12



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##### 



13




---



##### 







Note L  Subsequent Event


14



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##### 



Item 2. Managements Discussion
and Analysis of Financial Condition and Results of Operations
 General
  Business Overview
 Market Trends
  Management Focus/Potential Sale of the Company
  15




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##### 





Results of Operations




First QuarterPercent of Revenues
    
    
    Percent2007
    
    
    2006
    
    
    ChangeTotal revenues
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    (2.0
    %)Gross profit
    
    
    29.2
    %
    
    
    29.9
    %
    
    
    (4.2
    %)Selling, general and administrative
    
    
    25.9
    %
    
    
    27.1
    %
    
    
    (6.3
    %)Depreciation
    
    
    1.5
    %
    
    
    1.5
    %
    
    
    1.2
    %Restructuring costs
    
    
    
    
    
    
    
    
    
    
    n/mOperating income
    
    
    1.8
    %
    
    
    1.3
    %
    
    
    31.7
    %Interest
    
    
    1.3
    %
    
    
    1.1
    %
    
    
    20.9
    %Other non-operating income
    
    
    
    
    
    
    
    
    
    
    n/mIncome taxes
    
    
    0.1
    %
    
    
    0.1
    %
    
    
    41.1
    %Net income
    
    
    0.3
    %
    
    
    0.2
    %
    
    
    74.6
    %n/m = not meaningful


Total Revenues




16



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##### 





12 Weeks EndedJune 24,
    
    
    June 25,2006
    
    
    2005Total revenues
    
    $
    401.6
    
    
    $
    409.8Less: other revenues, non-comparable sales and
gains from sales of property
    
    
    31.7
    
    
    
    29.8Comparable supermarket and convenience store sales
    
    
    369.9
    
    
    
    380.0Less: comparable gasoline sales
    
    
    46.7
    
    
    
    40.1Comparable supermarket and convenience store
merchandise sales
    
    $
    323.2
    
    
    $
    339.9


Gross Profit


Selling, General and Administrative Expenses


Depreciation Expense


Restructuring Costs


Interest Expense


Other Non-operating Income


Income Taxes


17



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##### 



Capital Expenditures


Liquidity and Capital Resources






Critical Accounting Policies and Estimates








18



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##### 













Cautionary Note Regarding Forward-Looking Statements


19



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##### 



Item 3. Quantitative and Qualitative Disclosures About Market Risk




Item 4. Disclosure Controls and Procedures


Evaluation of Disclosure Controls and Procedures


Internal Control over Financial Reporting


20



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##### 



PART II  OTHER INFORMATION
 Item 1. Legal Proceedings
  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.
  Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  Item 3. Defaults upon Senior Securities
  Item 4. Submission of Matters to a Vote of Security Holders
  Item 5. Other Information
  21




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##### 



Item 6. Exhibits




Exhibit 2
    
    (a)
    
    Agreement and Plan of Merger, dated as of May 2,
2006, by and among MSH Supermarkets Holding Corp.,
MS Operations, Inc. and Marsh Supermarkets, Inc.
 Incorporated by reference to Form 8-K, filed on
May 3, 2006.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)
    
    Amendment, dated as of May 1, 2006, to Amended and
Restated Rights Agreement, dated as of December
24, 1998, between Marsh Supermarkets, Inc. and
National City Bank, as Rights Agent 
Incorporated by reference to Form 8-K, filed on
May 3, 2006.(f)
    
    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).(g)
    
    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.(h)
    
    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.(i)
    
    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.(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)
    
    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.(l)
    
    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.(m)
    
    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.


22



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##### 



(n)
    
    Credit Agreement between Marsh Supermarkets, Inc.
and its subsidiaries and Bank of America, N.A. as
Issuing Agent, Administrative Agent and Collateral
Agent, dated as of November 9, 2005 
Incorporated by reference to Form 8-K filed
November 16, 2005.(o)
    
    First Amendment to Credit Agreement, dated as of
January 6, 2006, among Marsh Supermarkets, LLC,
Marsh Supermarkets, Inc., the other borrowers
party thereto, the facility guarantors party
thereto, the lenders party thereto, and Bank of
America, N.A., as Issuing Bank, and as
Administrative Agent and Collateral Agent for the
Lenders  Incorporated by reference to Form 8-K
filed on January 12, 2006.(p)
    
    Security Agreement, dated as of November 9, 2005,
by and among Marsh Supermarkets, Inc., the other
grantors party thereto and Bank of America, N.A.
as Collateral Agent  Incorporated by reference
to Form 8-K filed on November 16, 2005.(q)
    
    Intellectual Property Security Agreement, dated as
of November 9, 2005, by and among Marsh
Supermarkets, Inc., Trademark Holdings, Inc. and
Bank of America, N.A., as Collateral Agent 
Incorporated by reference to Form 8-K filed on
November 16, 2005.(r)
    
    Pledge Agreement, dated as of November 9, 2005, by
and among Marsh Supermarkets, Inc., the other
pledgors party thereto and Bank of America, N.A.,
as Collateral Agent  Incorporated by reference
to Form 8-K filed on November 16, 2005.(s)
    
    Guaranty, dated as of November 9, 2005, by Marsh
Supermarkets, Inc. and the other borrowers party
thereto, in favor of Bank of America, N.A., as
Administrative Agent, Collateral Agent and Issuing
Bank, the lenders and the other secured parties 
Incorporated by reference to Form 8-K filed on
November 16, 2005.(t)
    
    Form of Mortgage, Collateral Assignment of Leases
and Rents and Fixture Filing  Incorporated by
reference to Form 8-K filed on November 16, 2005.(u)
    
    Credit Agreement, dated as of January 6, 2006,
among Marsh Supermarkets, LLC, Marsh Supermarkets,
Inc., the other borrowers party thereto, the
facility guarantors party thereto, the lenders
party thereto, and Back Bay Capital Funding LLC,
as Administrative Agent and Collateral Agent 
Incorporated by reference to Form 8-K filed on
January 12, 2006.(v)
    
    Amendment No. 1, dated as of June 16, 2006, among
Marsh Supermarkets, LLC, Marsh Supermarkets, Inc.,
the other borrowers party thereto, the facility
guarantors party thereto, Back Bay Capital Funding
LLC as lender, Administrative Agent and Collateral
Agent, and the other lenders party thereto 
Incorporated by reference to Form 8-K filed on
June 21, 2006.(w)
    
    Security Agreement, dated as of January 6, 2006,
by and among Marsh Supermarkets, Inc., the other
grantors party thereto and Back Bay Capital
Funding LLC, as Collateral Agent  Incorporated
by reference to Form 8-K filed on January 12,
2006.(x)
    
    Intellectual Property Security Agreement, dated as
of January 6, 2006, by and among Marsh
Supermarkets, Inc., Trademark Holdings, Inc. and
Back Bay Capital Funding LLC, as Collateral Agent
 Incorporated by reference to Form 8-K filed on
January 12, 2006.(y)
    
    Pledge Agreement, dated as of January 6, 2006, by
and among Marsh Supermarkets, Inc., the other
pledgors party thereto and Back Bay Capital
Funding LLC, as Collateral Agent  Incorporated
by reference to Form 8-K filed on January 12,
2006.(z)
    
    Guaranty, dated as of January 6, 2006, by Marsh
Supermarkets, Inc. and the other borrowers party
thereto, in favor of Back Bay Capital Funding LLC,
as Administrative Agent and Collateral Agent, the
lenders and the other secured parties 
Incorporated by reference to Form 8-K filed on
January 12, 2006.(aa)
    
    Form of Mortgage, Collateral Assignment of Leases
and Rents, Security Agreement, and Fixture Filing
 Incorporated by reference to Form 8-K filed on
January 12, 2006.


23



---



##### 



Exhibit 10
    
    
    
    
    (a
    )
    
    Employment Agreement, dated as of June 9, 2006, by
and between Marsh Supermarkets, Inc. and Douglas
W. Dougherty  Incorporated by reference to Form
8-K filed on June 15, 2006.(b
    )
    
    Fourth Amendment to the Marsh Equity Ownership
Plan, as Amended and Restated as of January 1,
1989  Incorporated by reference to Form 8-K
filed on May 30, 2006.(b)  
The following exhibits are included herein:31.1
    
    
    Rule 13(a)-14(a)/15(d)-14(a) Certification of Don E. Marsh.31.2
    
    
    Rule 13(a)-14(a)/15(d)-14(a) Certification of Douglas W. Dougherty32.1
    
    
    Section 1350 Certification of Don E. Marsh.32.2
    
    
    Section 1350 Certification of Douglas W. Dougherty


24



---



##### 



SIGNATURES
  MARSH SUPERMARKETS, INC.August 8, 2006
    By:
    /s/ Douglas W. DoughertyDouglas W. DoughertyChief Financial Officer
Executive Vice President -- Finance
and AdministrationAugust 8, 2006
    By:
    /s/ Mark A. VarnerMark A. VarnerChief Accounting Officer
Vice President -- Corporate Controller 25