SC 13G 1 marsh13gedg.txt MARSH SUPERMARKETS FORM 13-G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b) AND (c) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) Marsh Supermarkets, Inc. ------------------------------------------------------------------- (Name of Issuer) Class A Common Stock, No par value ------------------------------------------------------------------- (Title of Class of Securities) 571783307 ------------------------------------------------------------------- (CUSIP Number) James C. Kennedy, Esq. One East Fourth Street Cincinnati, Ohio 45202 (513) 579-2538 ------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 31, 2001 ---------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: / X / Rule 13d-1(b) / / Rule 13d-1(c) / / Rule 13d-1(d) Page 1 of 6 Pages CUSIP NO. 571783307 13G Page 2 of 6 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS American Financial Group, Inc. 31-1544320 Carl H. Lindner Carl H. Lindner III S. Craig Lindner Keith E. Lindner 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Ohio Corporation United States Citizens 5 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: SOLE VOTING POWER - - - 6 SHARED VOTING POWER 729,844 7 SOLE DISPOSITIVE POWER - - - 8 SHARED DISPOSITIVE POWER 729,844 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 729,844 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.8% 12 TYPE OF REPORTING PERSON* CO IN CUSIP NO. 571783307 13G Page 3 of 6 Pages Item 1(a). Name of Issuer. Marsh Supermarkets, Inc. Item 1(b). Address of Issuer's Principal Executive Office. 900 Crosspoint Boulevard, Indianapolis, Indiana 46256-3350. Item 2(a). Name of Person Filing. American Financial Group, Inc. Carl H. Lindner Carl H. Lindner III S. Craig Lindner Keith E. Lindner Item 2(b). Address of Principal Business Office or, if None, Residence. One East Fourth Street, Cincinnati, Ohio 45202 Item 2(c). Citizenship. Ohio Corporation United States Citizens Item 2(d). Title of Class of Securities. Class A Common Stock, no par value Item 2(e). Cusip Number. 571783307 Item 3. This statement is filed pursuant to Rule 13d-1(b). Item 4. Ownership. (a) Amount Beneficially Owned: 729,844 (b) Percentage of Class: 18.8% (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: none (ii) Shared power to vote or direct the vote: 729,844 (iii) Sole power to dispose or direct the disposition of: none (iv) Shared power to dispose or direct the disposition of: 729,844 CUSIP NO. 571783307 13G Page 4 of 6 Pages Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. After reasonable inquiry and to the best knowledge and belief of the undersigned, it is hereby certified that the information set forth in this statement is true, complete and correct. Dated: January 30, 2002 AMERICAN FINANCIAL GROUP, INC. By: Karl J. Grafe ---------------------------------- Karl J. Grafe, Assistant General Counsel & Assistant Secretary Carl H. Lindner* ---------------------------------- Carl H. Lindner Carl H. Lindner III* ---------------------------------- Carl H. Lindner III S. Craig Lindner* ---------------------------------- S. Craig Lindner Keith E. Lindner* ---------------------------------- Keith E. Lindner Karl J. Grafe ------------------------------------ *By Karl J. Grafe, Attorney-in-Fact CUSIP NO. 571783307 13G Page 5 of 6 Pages POWERS OF ATTORNEY ------------------ I, Carl H. Lindner, do hereby appoint James C. Kennedy and Karl J. Grafe, or either of them, as my true and lawful attorneys-in-fact to sign on my behalf individually and as Chairman of the Board of Directors and Chief Executive Officer of American Financial Group, Inc. or as a director or executive officer of any of its subsidiaries and to file with the Securities and Exchange Commission any schedules or other filings or amendments thereto made by me or on behalf of American Financial Group, Inc. or any of its subsidiaries pursuant to Sections 13(d), 13(f), 13(g), 14(d) or 16(a) of the Securities and Exchange Act of 1934, as amended. IN WITNESS WHEREOF, I have hereunto set my hand at Cincinnati, Ohio as of the 5th day of November, 1997. /s/ Carl H. Lindner ------------------- Carl H. Lindner I, Carl H. Lindner III, do hereby appoint James C. Kennedy and Karl J. Grafe, or either of them, as my true and lawful attorneys-in-fact to sign on my behalf individually and as Chairman of the Board of Directors and Chief Executive Officer of American Financial Group, Inc. or as a director or executive officer of any of its subsidiaries and to file with the Securities and Exchange Commission any schedules or other filings or amendments thereto made by me or on behalf of American Financial Group, Inc. or any of its subsidiaries pursuant to Sections 13(d), 13(f), 13(g), 14(d) or 16(a) of the Securities and Exchange Act of 1934, as amended. IN WITNESS WHEREOF, I have hereunto set my hand at Cincinnati, Ohio as of the 5th day of November, 1997. /s/ Carl H. Lindner III ----------------------- Carl H. Lindner III I, S. Craig Lindner, do hereby appoint James C. Kennedy and Karl J. Grafe, or either of them, as my true and lawful attorneys-in-fact to sign on my behalf individually and as Chairman of the Board of Directors and Chief Executive Officer of American Financial Group, Inc. or as a director or executive officer of any of its subsidiaries and to file with the Securities and Exchange Commission any schedules or other filings or amendments thereto made by me or on behalf of American Financial Group, Inc. or any of its subsidiaries pursuant to Sections 13(d), 13(f), 13(g), 14(d) or 16(a) of the Securities and Exchange Act of 1934, as amended. IN WITNESS WHEREOF, I have hereunto set my hand at Cincinnati, Ohio as of the 5th day of November, 1997. /s/ S. Craig Lindner -------------------- S. Craig Lindner CUSIP NO. 571783307 13G Page 6 of 6 Pages I, Keith E. Lindner, do hereby appoint James C. Kennedy and Karl J. Grafe, or either of them, as my true and lawful attorneys-in-fact to sign on my behalf individually and as Chairman of the Board of Directors and Chief Executive Officer of American Financial Group, Inc. or as a director or executive officer of any of its subsidiaries and to file with the Securities and Exchange Commission any schedules or other filings or amendments thereto made by me or on behalf of American Financial Group, Inc. or any of its subsidiaries pursuant to Sections 13(d), 13(f), 13(g), 14(d) or 16(a) of the Securities and Exchange Act of 1934, as amended. IN WITNESS WHEREOF, I have hereunto set my hand at Cincinnati, Ohio as of the 5th day of November, 1997. /s/ Keith E. Lindner -------------------- Keith E. Lindner