-----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, I2X3Bko+uNxgIcMywM4D1E+tyHgfosrCQJA2C4Ye93nUH1Sni6dVO1NB27Ot7erz bvgKdLqoQO7+aXE8WzeFLw== 0000897069-99-000064.txt : 19990212 0000897069-99-000064.hdr.sgml : 19990212 ACCESSION NUMBER: 0000897069-99-000064 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990211 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MARCUS CORP CENTRAL INDEX KEY: 0000062234 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 391139844 STATE OF INCORPORATION: WI FISCAL YEAR END: 0529 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-13673 FILM NUMBER: 99531193 BUSINESS ADDRESS: STREET 1: 250 EAST WISCONSIN AVE 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 SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 20)* THE MARCUS CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $1.00 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 566330 10 6 -------------------------------------------------- (CUSIP Number) December 31, 1998 -------------------------------------------------- (Date of Event Which Requires Filing of this Statement Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [X] Rule 13d-1(d) * 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). (Continued on following page(s)) Page 1 of 4 Pages - ----------------------- 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 (SEE INSTRUCTIONS) (a) [ ] (b) [ ] Not Applicable ================================================================================ 3 SEC USE ONLY ================================================================================ 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States ================================================================================ 5 SOLE VOTING POWER NUMBER OF 2,060,925 SHARES ============================================================= 6 BENEFICIALLY SHARED VOTING POWER 963,808 OWNED BY ============================================================= 7 EACH SOLE DISPOSITIVE POWER 2,060,925 REPORTING ============================================================= 8 PERSON SHARED DISPOSITIVE POWER 963,808 WITH ================================================================================ 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,024,733 ================================================================================ 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] N/A ================================================================================ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.10% ================================================================================ 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN ================================================================================ Page 2 of 4 Pages - ----------------------- CUSIP No. 566330 10 6 - ----------------------- This Amendment No. 20 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 December 31, 1998): (a) Amount Beneficially Owned: 3,024,733 (b) Percent of Class: 10.10% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 2,060,925 Shares (ii) shared power to vote or to direct the vote: 963,808 Shares (iii) sole power to dispose or to direct the disposition of: 2,060,925 Shares (iv) shared power to dispose or to direct the disposition of: 963,808 Shares The undersigned currently has the right to acquire upon the exercise of stock options granted by The Marcus Corporation under its stock option plan 5,375 shares of Common Stock; 76,270 shares of Common Stock are held individually by the undersigned; and 150 shares of Common Stock are held by Ms. Gershowitz's husband. The remaining 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 percentage 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) 5,375 shares of Common Stock which Ms. Gershowitz has the right to acquire upon exercise of stock options; (ii) 150 shares of Common Stock held individually by Ms. Gershowitz's husband; (iii) 76,270 shares of Common Stock held individually by Ms. Gershowitz; (iv) 1,979,280 shares of Class B Common Stock held individually by Ms. Gershowitz; (v) 1,507 shares of Class B Common Stock held individually by Ms. Gershowitz's husband; and (vi) 962,151 shares of Class B Common Stock held by Ms. Gershowitz as Trustee. The trusts and Mr. Gershowitz, for shares held individually, each have the right to receive dividends and proceeds from the sale of securities held thereby. Page 3 of 4 Pages - ----------------------- CUSIP No. 566330 10 6 - ----------------------- 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 10, 1999 Date /s/ Stephen H. Marcus By Stephen H. Marcus asattorney-in- fact pursuant to a power of attorney previously filed with the Commission and incorporated by reference. Page 4 of 4 Pages -----END PRIVACY-ENHANCED MESSAGE-----