-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AFN8J2f1UCDbmW4hhRP5mpFvg5PcfcUWgcXUFVl/lqu+5vC5Nf29c9MlJnvcW5aG mUgJsCL0uohIzz1+IhjTMg== 0000897069-96-000029.txt : 19960213 0000897069-96-000029.hdr.sgml : 19960213 ACCESSION NUMBER: 0000897069-96-000029 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960212 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MARCUS CORP CENTRAL INDEX KEY: 0000062234 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 391139844 STATE OF INCORPORATION: WI FISCAL YEAR END: 0526 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-13673 FILM NUMBER: 96515423 BUSINESS ADDRESS: STREET 1: 250 EAST WISCONSIN AVENUE STREET 2: SUITE 1700 CITY: MILWAUKEE STATE: WI ZIP: 53202-4220 BUSINESS PHONE: 4142726020 MAIL ADDRESS: STREET 1: 250 EAST WISCONSIN AVENUE STREET 2: STE 1700 CITY: MILWAUKEE STATE: WI ZIP: 53202-4220 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GERSHOWITZ DIANE M CENTRAL INDEX KEY: 0000917705 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 250 EAST WISCONSIN AVENUE STREET 2: SUITE 1700 CITY: MILWAUKEE STATE: WI ZIP: 53202-4220 BUSINESS PHONE: 4142726020 SC 13G/A 1 THE MARCUS CORPORATION SC-13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 17)* THE MARCUS CORPORATION (Name of Issuer) Common Stock, $1.00 par value (Title of Class of Securities) 566330 10 6 (CUSIP Number) Check the following box if a fee is being paid with this statement [_]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 566330 10 6 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Diane M. Gershowitz (###-##-####) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] Not Applicable 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States 5 SOLE VOTING POWER NUMBER OF 1,527,562* SHARES 6 SHARED VOTING POWER BENEFICIALLY 932,616* OWNED BY 7 SOLE DISPOSITIVE POWER EACH 1,527,562* REPORTING 8 SHARED DISPOSITIVE POWER PERSON 932,616* WITH 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,460,178* 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] N/A 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.57% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! This Amendment No. 17 to Schedule 13G with regard to The Marcus Corporation is being filed on behalf of the undersigned to amend Item 4 of the originally filed Schedule 13G. Except as expressly stated herein, there have been no material changes in the information set forth in the Schedule 13G. Item 4. Ownership (as of the date of filing of this Amendment to Schedule 13G): (a) Amount Beneficially Owned: 2,460,178* (b) Percent of Class: 12.6% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 1,527,562* Shares (ii) shared power to vote or to direct the vote: 932,616* Shares (iii) sole power to dispose or to direct the disposition of: 1,527,562* Shares (iv) shared power to dispose or to direct the disposition of: 932,616* Shares Except for 2,250* shares of Common Stock which the undersigned currently has the right to acquire upon the exercise of stock options granted by The Marcus Corporation under its stock option plan, all of the reported beneficial ownership of Common Stock results from the beneficial ownership of shares of Class B Common Stock, which are convertible at any time into Common Stock on a share-for-share basis. The percent of class figure assumes conversion of all outstanding shares of Class B Common Stock into shares of Common Stock. Since each share of Class B Common stock is entitled to 10 votes as opposed to 1 vote for each share of Common Stock, it is extremely unlikely that Ms. Gershowitz would alone convert a significant portion of her Class B Stock into Common Stock. Ms. Gershowitz's beneficial ownership consists of: (i) 2,250* shares of Common Stock which Ms. Gershowitz has the right to acquire upon exercise of stock options; (ii) 1,525,312* shares of Class B Common Stock held individually by Ms. Gershowitz; (iii) 299,547* shares of Class B Common Stock held by Ms. Gershowitz as a Shareholder of Guest House Inn, Inc. (iv) 1,110* shares of Class B Common Stock held individually by Ms. Gershowitz's husband; and (v) 631,959* shares of Class B Common Stock held by Ms. Gershowitz as Trustee. The trusts, the corporation and her husband for shares held individually each have the right to receive dividends and proceeds from the sale of securities held thereby. _____________________ * On November 14, 1995 The Marcus Corporation effected a three-for-two stock split in the form of a 50% stock dividend and all share ownership data has been adjusted accordingly. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 8, 1996 Date /s/ Steven H. Marcus Steven H. Marcus Signature (By Stephen H. Marcus as attorney-in-fact pursuant to a power of attorney previously filed with the Commission and incorporated by reference. -----END PRIVACY-ENHANCED MESSAGE-----