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EXHIBIT 99(b)
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
8 7/8% SENIOR SUBORDINATED NOTES DUE 2007
(INCLUDING THOSE IN BOOK-ENTRY FORM)
OF
MARSH SUPERMARKETS, INC.
This form or one substantially equivalent hereto must be used to accept the
Exchange Offer of Marsh Supermarkets, Inc. (the "Company") made pursuant to the
Prospectus, dated September , 1997 (the "Prospectus"), if certificates for the
outstanding 8 7/8% Senior Subordinated Notes due 2007 of the Company (the "144A
Notes") are not immediately available or if the procedure for book-entry
transfer cannot be completed on a timely basis or time will not permit all
required documents to reach the Exchange Agent prior to 5:00 p.m., New York
time, on the Expiration Date of the Exchange Offer. Such form may be delivered
or transmitted by telegram, telex, facsimile transmission, mail or hand delivery
to State Street Bank and Trust Company (the "Exchange Agent") as set forth
below. In addition, in order to utilize the guaranteed delivery procedure to
tender 144A Notes pursuant to the Exchange Offer, a completed, signed and dated
Letter of Transmittal (or facsimile thereof) must also be received by the
Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date.
Capitalized terms not defined herein are defined in the Prospectus.
STATE STREET BANK AND TRUST COMPANY, EXCHANGE AGENT
By Mail By Facsimile Transmission: By Hand or Overnight Courier:
(registered or certified mail (617) 664-5395
recommended): State Street Bank and
Trust Company
State Street Bank and Corporate Trust Department,
Trust Company Confirm by Telephone 4th floor
Corporate Trust Department or for Information Call: Two International Place
P.O. Box 778 (617) 664-5587 Boston, MA 02110
Boston, MA 02102-0078
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL
NOT CONSTITUTE A VALID DELIVERY.
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LADIES AND GENTLEMEN:
Upon the terms and conditions set forth in the Prospectus and the
accompanying Letter of Transmittal, the undersigned hereby tenders to the
Company the principal amount of 144A Notes set forth below, pursuant to the
guaranteed delivery procedure described in "The Exchange Offer -- Guaranteed
Delivery Procedures" section of the Prospectus.
Principal Amount of 144A Notes Tendered:*
$
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Certificate No(s). (if available):
- -------------------------------------
Total Principal Amount Represented by Certificate(s):
$
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*Must be in denominations of principal amount of $1,000 and any integral
multiple thereof.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned and every obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned.
PLEASE SIGN HERE
X
- --------------------------------------------- ---------------------------------------------
X
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Signature(s) of Owner(s) ---------------------------------------------
or Authorized Signatory Date
Area Code and Telephone Number:
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Must be signed by the holder(s) of 144A Notes as their name(s) appear(s) on
certificates for 144A Notes or on a security position listing, or by person(s)
authorized to become registered holder(s) by endorsement and documents
transmitted with this Notice of Guaranteed Delivery. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer or other
person acting in a fiduciary or representative capacity, such person must set
forth his or her full title below. If 144A Notes will be delivered by book-entry
transfer to The Depository Trust Company, provide account number.
Please print name(s) and address(es)
Name(s) ------------------------------------------------------------
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Capacity:
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Address(es):
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Account Number:
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a financial institution (including most banks, savings and
loan associations and brokerage houses) that is a participant in the Securities
Transfer Agents Medallion Program, the New York Stock Exchange Medallion
Signature Program or the Stock Exchanges Medallion Program, hereby guarantees
that the undersigned will deliver to the Exchange Agent the certificates
representing the 144A Notes being tendered hereby or confirmation of book-entry
transfer of such 144A Notes into the Exchange Agent's account at The Depository
Trust Company, in proper form for transfer, together with any other documents
required by the Letter of Transmittal within three New York Stock Exchange
trading days after the Expiration Date.
Name of Firm
- --------------------------------------------------------------------------------
Address
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Area Code and Telephone No.
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Authorized Signature
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Name
- --------------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
Title
- --------------------------------------------------------------------------------
Dated:
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NOTE: DO NOT SEND CERTIFICATES OF 144A NOTES WITH THIS FORM. CERTIFICATES OF
144A NOTES SHOULD BE SENT ONLY WITH A COPY OF THE PREVIOUSLY EXECUTED
LETTER OF TRANSMITTAL.
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