UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~July~~August 614, 2006 ~~(June 30, 2006)~~

MARSH SUPERMARKETS, INC.

(Exact name of registrant as specified in its charter)


Indiana (State or other jurisdiction of incorporation)		000-01532 (Commission File Number)		35-0918179 (IRS Employer Identification No.)

9800 Crosspoint Boulevard, Indianapolis, Indiana 46256-3350
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (317) 594-2100

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

ýx Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 28.0401 ~~Triggering~~Other Events ~~that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement~~.

~~The~~On ~~disclosure~~August 14, ~~set~~2006, ~~forth~~Marsh ~~under~~Supermarkets, ~~Item 2~~Inc.05 ~~below~~(the is“Company”) ~~incorporated~~issued ~~herein~~a press release announcing that its Board of Directors has reaffirmed its support for the acquisition of the Company by ~~reference~~MSH Supermarkets Holding Corp. (“MSH Supermarkets”), an affiliate of Sun Capital Partners, Inc., and that the Company has called and will hold a special meeting of its shareholders to vote on the approval of the proposed transaction with MSH Supermarkets on September 22, 2006.

~~Item~~ The press release also noted that the Company had been advised by MSH Supermarkets that (i) 2MSH Supermarkets and Cardinal Paragon, Inc.05 ~~Costs~~and ~~Associated~~Drawbridge Special Opportunities Advisors LLC (“Cardinal/Drawbridge”) had signed a letter of intent under which Cardinal/Drawbridge would have the opportunity for a period of 45 days to provide MSH Supermarkets with ~~Exit~~sale/leaseback orfinancing, ~~Disposal~~and (ii) Cardinal/Drawbridge ~~Activities~~had withdrawn its indication of interest to acquire the Company.

AsA ~~part~~copy of the ~~ongoing~~press ~~efforts~~release tois ~~reduce~~attached ~~expenses and~~ to ~~improve~~this ~~the~~Current ~~financial~~Report ~~condition~~on ~~of Marsh~~Form ~~Supermarkets,~~8-K ~~Inc. (the “Company”), effective~~ as ~~of June~~Exhibit 30, 2006, the lease with respect to the Company’s Marsh supermarket located in Naperville, Illinois was terminated, pursuant to a Lease Termination Agreement (the “Agreement”) between Marsh Supermarkets of Illinois, Inc99.~~, a wholly owned subsidiary of the Company, and Kite Realty Naperville, LLC (“Kite”)~~1. ~~The Company intends to~~ ~~close the Naperville store by the end of this month.~~

~~Under the Agreement, the Company will pay Kite a lease termination fee of $5~~Item ~~million, of which $2~~9.~~5 million~~01 ~~was~~Financial ~~payable~~Statements ~~immediately~~ and $2Exhibits.~~5 million will be payable without interest over two~~ ~~years in equal monthly installments under a Promissory Note granted by Marsh Supermarkets of Illinois, Inc. to Kite on June 30, 2006. The Company has guaranteed payment of the Promissory Note.~~

~~In connection with the closing of the Naperville store, the Company expects to incur accounting charges of approximately $5.0 million. The total charges include~~ (id) ~~an estimated $1.5~~Exhibits: million related to the real estate lease commitment; (ii) an estimated $3.1 million related to equipment lease commitments; and (iii) an estimated $0.4 million related to employee severance and relocation. The total cash expenditures in connection with the lease termination and store closing are expected to be approximately $8.3 million, which is net of anticipated proceeds of $1.4 million from the sale of equipment. The amounts of these charges and cash expenditures are preliminary and remain subject to change pending, among other factors, the outcome of negotiations with third parties.

Item 8.01. Other Events

The disclosure set forth under Item 2.05 above is incorporated herein by reference.

Where to Find Additional Information

The Company has filed with the Securities and Exchange Commission (the “SEC”) a preliminary ~~proxy~~ proxy statement and will file with the SEC and mail to its shareholders a definitive proxy statement in connection with the proposed merger with MSH Supermarkets ~~Holdings Corp~~. ~~(“MSH Supermarkets”).~~ Investors are urged to carefully read the preliminary proxy statement, the definitive proxy statement, and any other relevant documents filed with the SEC when they become available, because they will contain important information about the Company and the proposed merger. The definitive proxy statement will be mailed to the shareholders of the Company prior to the shareholder meeting. In addition, investors and security holders may obtain free copies of the preliminary proxy statement, and will be able to obtain free copies of the definitive proxy statement, when it becomes available, and other documents filed by the Company with the SEC, at the Web site maintained by the SEC at www.sec.gov. These documents may also be accessed and downloaded for free from the Company’s Web site at www.marsh.net, or copies may be obtained, without charge, by directing a request to ~~Chief~~Corporate ~~Financial Officer~~Secretary, Marsh Supermarkets, Inc., 9800 Crosspoint Boulevard, Indianapolis, Indiana 46256, (317) 594-2628.

Participants in the Solicitation

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of the Company in connection with the proposed merger ~~transaction~~with MSH Supermarkets. Information regarding the Company’s directors and executive officers is contained in the Company’s ~~proxy~~Annual ~~statement~~Report ~~relating~~on toForm ~~its 2005 annual meeting of shareholders~~10-K, which was filed with the SEC on June 2330, ~~2005. Additional information regarding the interests of participants in~~ ~~the~~2006, ~~solicitation~~and ~~is contained in~~ the ~~preliminary~~Company’s ~~proxy~~Form ~~statement~~10-K/A, onwhich ~~file~~was filed with the SEC ~~and~~on ~~will~~July 31, be2006. Additional ~~set~~information ~~forth~~regarding in the ~~definitive~~interests ~~proxy~~of ~~statement~~participants toin ~~be filed with~~ the ~~SEC~~solicitation ~~in connection with the~~is ~~proposed transaction.~~

contained in the preliminary proxy statement on file with the SEC and will be set forth in the definitive proxy statement filed with the SEC in connection with the proposed transaction.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K includes certain forward-looking statements (statements other ~~than~~ than those made solely with respect to historical fact). Actual results could differ materially and adversely from those contemplated by the forward-looking statements due to known and unknown risks and uncertainties, many of which are beyond the Company’s control. The forward-looking statements and the Company’s future results, liquidity and capital resources are subject to risks and uncertainties including, but not limited to, the following: uncertainty regarding the purported class and derivative actions filed against the Company’s directors, its former president and Sun Capital Partners, Inc.; ~~uncertainty~~uncertainties regarding the ~~outcome~~approval of the ~~litigation~~proposed ~~concerning~~merger with MSH Supermarkets by Company shareholders and consummation of the transaction; the entry of new or remodeled competitive stores into the Company’s ~~obligations~~market ~~under~~areas; the ~~MSH~~level ~~Supermarkets~~of ~~merger~~discounting and ~~agreement;~~promotional ~~uncertainty~~spending ~~regarding~~by ~~closing~~competitors; of the ~~proposed~~Company’s ~~transaction~~ability ~~with~~to ~~MSH~~improve ~~Supermarkets~~comparable ~~and~~store sales; the ~~effect~~level of ~~the~~margins ~~unsolicited~~achievable ~~communications~~in ~~from~~the ~~Cardinal~~Company’s ~~Paragon,~~operating ~~Inc.~~divisions; the stability and ~~Drawbridge~~timing ~~Special~~of ~~Opportunities~~distribution ~~Advisors~~incentives ~~LLC~~from suppliers; changes in the terms on which suppliers require the ~~vote~~Company to ofpay for store merchandise; softness in the local economy; the Company’s ~~shareholders~~ability onto ~~the~~control expenses ~~MSH~~including ~~Supermarkets~~employee ~~merger~~medical costs, labor, credit card fees, and workers compensation and ~~agreement~~general liability expense; uncertainties regarding gasoline prices and margins; the ~~entry~~success of the Company’s new orand remodeled ~~competitive~~ stores; ~~into~~uncertainties regarding the ~~Company’s~~cost ~~market~~savings ~~areas~~of store closings and other restructuring efforts; ~~the~~uncertainties regarding future real estate gains due to limited real ~~level~~estate ofholdings ~~discounting~~available for sale; potential interest rate increases on variable rate debt, as well as terms, costs and ~~promotional~~the ~~spending~~availability byof ~~competitors~~capital; the Company’s ability to ~~improve~~collect outstanding ~~comparable~~notes ~~store~~and ~~sales~~accounts receivable; uncertainties related to state and federal taxation and tobacco and environmental legislation; uncertainties associated with pension and other retirement obligations; uncertainties related to the ~~level~~outcome of ~~margins~~pending ~~achievable~~litigation; inthe timely and on budget completion of store construction, conversion and remodeling; and other known and unknown risks and uncertainties. The Company undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances.

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the Company’s operating divisions; the stability and timing of distribution incentives from suppliers; changes in the terms on which suppliers require the Company to pay for store merchandise; softness in the local economy; the Company’s ability to control expenses including employee medical costs, labor, credit card fees, and workers compensation and general liability expense; uncertainties regarding gasoline prices and margins; the success of the Company’s new and remodeled stores; uncertainties regarding the cost savings of store closings and other restructuring efforts; uncertainties regarding future real estate gains due to limited real estate holdings available for sale; potential interest rate increases on variable rate debt, as well as terms, costs and the availability of capital; the Company’s ability to collect outstanding notes and accounts receivable; uncertainties related to state and federal taxation and tobacco and environmental legislation; uncertainties associated with pension and other retirement obligations; uncertainties related to the outcome of pending litigation; the timely and on budget completion of store construction, conversion and remodeling; and other known and unknown risks and uncertainties. The Company undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: ~~July~~August 614, 2006

MARSH SUPERMARKETS, INC. By: /s/ ~~Douglas W~~P. ~~Dougherty~~Lawrence Butt Name: ~~Douglas W~~P. ~~Dougherty~~Lawrence Butt Title: ~~Executive~~Senior Vice President~~-Finance~~, Counsel and ~~Administration~~Secretary

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INDEX TO EXHIBITS


Exhibit No.		Exhibit Description


99.1		Press release of Marsh Supermarkets, Inc. dated August 14, 2006

Exhibit No.

Exhibit Description

Press release of Marsh Supermarkets, Inc. dated August 14, 2006

Filing Compare · MARSH SUPERMARKETS INC