SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO 13d-1(b) AND (c) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(Amendment No. 3)
Marsh Supermarkets, Inc.
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(Name of Issuer)
CLASS A Common Stock, No Par Value
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(Title of Class of Securities)
571783307
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(CUSIP Number)
James C. Kennedy, Esq.
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-2538
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 2004
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(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 5 Pages
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CUSIP NO. 571783307 |
13G |
Page 2 of 5 Pages |
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1 |
NAME OF REPORTING PERSONS |
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S.S. OR I.R.S. IDENTIFICATION, NOS. OF ABOVE PERSONS |
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American Financial Group, Inc. 31-1544320 |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) [ ] |
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(b) [ ] |
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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Ohio Corporation |
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5 |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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WITH: |
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SOLE VOTING POWER |
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709,844 |
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6 |
SHARED VOTING POWER |
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- - - |
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7 |
SOLE DISPOSITIVE POWER SHARED VOTING POWER |
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709,844 |
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8 |
SHARED DISPOSITIVE POWER |
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- - - |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING |
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PERSON |
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709,844 |
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) |
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EXCLUDES CERTAIN SHARES* |
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[ ] |
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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19.0% |
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12 |
TYPE OF REPORTING PERSON* |
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CO |
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CUSIP NO. 571783307 |
13G |
Page 3 of 5 Pages |
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Item 1(a) |
Name of Issuer |
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Marsh Supermarkets, Inc. |
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Item 1(b) |
Address of Issuer's Principal Executive Offices. |
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9800 Crosspoint Boulevard, Indianapolis, Indiana 46256-3350 |
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Item 2(a) |
Names of Person Filing |
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American Financial Group, Inc. |
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Item 2(b) |
Address of Principal Business Office, or if None, Residence |
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One East Fourth Street, Cincinnati, Ohio 45202 |
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Item 2(c) |
Citizenship |
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Ohio Corporation |
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Item 2(d) |
Title of Class of Securities |
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Class A Common Stock, no par value |
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Item 2(e) |
Cusip Number |
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571783307 |
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Item 3 |
If this statement is filed pursuant to Sections 240.13d-1(B) or 240.13d-2(b) or (c), check whether the person filing is a: |
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(a) [ ] Broker or dealer registered under section 15 of the Act(15 U.S.C. 78o) |
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(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C.78c) |
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(c) [ ] Insurance company as defined in section 3(a)(19) of the Act 15 U.S.C. 78c) |
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(d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8) |
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(e) [ ] An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(e) |
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(f) [ ] An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F) |
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(g) [X ] A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G) |
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(h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance act (12 U.S.C. 1813) |
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(i) [ ] a church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3) |
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(j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J) |
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CUSIP NO. 571783307 |
13G |
Page 4 of 5 Pages |
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Item 4 |
Ownership |
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(a) |
Amount Beneficially Owned: |
709,844 |
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(b) |
Percentage of Class: |
19.0% |
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(c) |
Number of shares as to which such person has: |
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(i) Sole power to vote or direct the vote: |
709,844 |
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(ii) Shared power to vote or direct the vote: |
none |
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(iii) Sole power to vote or direct the |
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disposition of: |
709,844 |
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(iv) Shared power to dispose or direct the |
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disposition of: |
none |
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The ownership above represents American Financial's beneficial ownership of 709,844 shares of Marsh Supermarkets, Inc. voting Class A Common Stock. In addition, American Financial beneficially owns 602,644 shares of Class B Common Stock.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
N/A.
Item 8. Identification and Classification of Member of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
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CUSIP NO. 571783307 |
13G |
Page 5 of 5 Pages |
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: February 14, 2005
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AMERICAN FINANCIAL GROUP, INC. |
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By: Karl J. Grafe |
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Karl J. Grafe, Vice President |
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