SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 15 )*
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 the disclosures provided in a prior cover page.
The information required in 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 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) //
Not Applicable (b) //
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF
1,018,718
SHARES
6 SHARED VOTING POWER
BENEFICIALLY
857,405
OWNED BY
EACH
7 SOLE DISPOSITIVE POWER
REPORTING
1,018,718
PERSON
WITH
8 SHARED DISPOSITIVE POWER
857,405
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,876,123
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* /_/
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.4%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1(a). Name of Issuer:
The Marcus Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
250 East Wisconsin Avenue
Suite 1700
Milwaukee, Wisconsin 53202-4220
Item 2(a). Name of Person Filing:
Diane M. Gershowitz
Item 2(b). Address of Principal Business Office or, if none,
Residence:
250 East Wisconsin Avenue
Suite 1700
Milwaukee, Wisconsin 53202-4220
Item 2(c). Citizenship:
United States
Item 2(d). Title of Class or Securities:
Common Stock, $1.00 par value
Item 2(e). CUSIP Number:
566330 10 6
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
Not applicable.
Item 4. Ownership:
(a) Amount Beneficially Owned:
1,876,123
(b) Percent of Class:
14.4%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
1,018,718 Shares
(ii) shared power to vote or to direct the vote:
857,405 Shares
(iii) sole power to dispose or to direct the
disposition of:
1,018,718 Shares
(iv) shared power to dispose or to direct the
disposition of:
857,405 Shares
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 Mrs. Gershowitz would
alone convert a significant portion of her Class B Common Stock into
Common Stock.
Item 5. Ownership of Five Percent or Less of a Class:
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Mrs. Gershowitz's beneficial ownership consists of
(i) securities held individually by Mrs. Gershowitz, (ii) securities held
by trusts where Mrs. Gershowitz is a trustee, (iii) securities held by
Mrs. Gershowitz's ex-husband, Richard Kite, as custodian for their
children, (iv) securities held through a corporation in which she is an
affiliate, (v) securities held by her brother as custodian for her
children and (vi) securities held individually by her current husband.
The trusts, Mr. Kite as custodian for the children, the corporation, her
husband for shares held individually and her brother as custodian for the
children each have the right to receive dividends and proceeds from the
sale of securities held thereby.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company:
Not applicable
Item 8. Identification and Classification of Members of the Group:
Not applicable
Item 9. Notice of Dissolution of Group:
Not applicable
Item 10. Certification:
Not applicable
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 14, 1994
Date
STEPHEN 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)
Diane M. Gershowitz
Name/Title
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If the
statement is signed on behalf of a person by his authorized representative
(other than an executive officer or general partner of the filing person),
evidence of the representative's authority to sign on behalf of such
person shall be filed with the statement: provided, however, that a power
of attorney for this purpose which is already on file with the Commission
may be incorporated by reference. The name and any tile of each person
who signs the statement shall be typed or printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF
FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (See 18
U.S.C. 1001).
