SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. ____)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of
the Commission Only (as
permitted by Rule 14a-
6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
THE MARCUS CORPORATION
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-
11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
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<PAGE>
THE MARCUS CORPORATION
[LOGO]
250 East Wisconsin Avenue, Suite 1700
Milwaukee, Wisconsin 53202-4220
__________________________
NOTICE OF 1995 ANNUAL MEETING OF SHAREHOLDERS
To Be Held September 28, 1995
__________________________
To the Shareholders of
THE MARCUS CORPORATION:
NOTICE IS HEREBY GIVEN THAT the 1995 Annual Meeting of
Shareholders of THE MARCUS CORPORATION ("Company") will be held on
Thursday, September 28, 1995 at 10:00 A.M., local time, at the Milwaukee
Hilton, 509 West Wisconsin Avenue, Milwaukee, Wisconsin, for the following
purposes:
1. To elect nine directors for the ensuing year.
2. To approve The Marcus Corporation 1995 Equity Incentive
Plan.
3. To consider and act upon any other business which may be
properly brought before the meeting or any adjournment
thereof.
Only holders of record of the Common Stock and Class B Common
Stock as of the close of business on August 11, 1995 will be entitled to
notice of, and to vote at, the meeting and any adjournment thereof.
Shareholders may vote in person or by proxy. The holders of Common Stock
will be entitled to one vote per share and the holders of Class B Common
Stock will be entitled to ten votes per share on each matter submitted for
shareholder consideration and will vote together in each instance as a
single class.
Shareholders are cordially invited to attend the meeting in
person. Even if you expect to attend the meeting in person, to help
ensure your vote is represented at the meeting please complete, sign, date
and return in the enclosed postage paid return envelope the accompanying
proxy which is being solicited by the Board of Directors. You may revoke
your proxy at any time before it is actually voted by notice in writing to
the undersigned or by voting in person at the meeting.
Accompanying this Notice of 1995 Annual Meeting of Shareholders
is a form of proxy and Proxy Statement.
On Behalf of the Board of Directors
THOMAS F. KISSINGER
Thomas F. Kissinger
General Counsel and Secretary
Milwaukee, Wisconsin
August 29, 1995
<PAGE>
THE MARCUS CORPORATION
[LOGO]
__________________________
PROXY STATEMENT
__________________________
For
1995 Annual Meeting of Shareholders
To be Held September 28, 1995
This Proxy Statement and accompanying form of proxy are being
furnished to the shareholders of THE MARCUS CORPORATION ("Company")
beginning on or about August 29, 1995 in connection with the solicitation
of proxies by the Board of Directors of the Company ("Board") for use at
the Company's 1995 Annual Meeting of Shareholders to be held on Thursday,
September 28, 1995 at 10:00 A.M., local time, at the Milwaukee Hilton, 509
West Wisconsin Avenue, Milwaukee, Wisconsin, and at any adjournment
thereof (collectively, "Meeting"), for the purposes set forth in the
attached Notice of 1995 Annual Meeting of Shareholders and as described
herein.
Execution of a proxy given in response to this solicitation will
not affect a shareholder's right to attend the Meeting and to vote in
person. Presence at the Meeting of a shareholder who has signed a proxy
does not in itself revoke a proxy. Any shareholder giving a proxy may
revoke it at any time before it is exercised by giving notice thereof to
the Company's Secretary in writing, by notifying the appropriate personnel
at the Meeting in writing or by voting in person at the Meeting. Unless
so revoked, the shares represented by proxies received by the Board will
be voted at the Meeting in accordance with the instructions thereon. If
no instructions are specified on the proxy, the votes represented thereby
will be voted (i) FOR the Board's nine director nominees set forth below;
(ii) FOR the Company's 1995 Equity Incentive Plan; and (iii) on such other
shareholder matters which may properly come before the Meeting in
accordance with the best judgment of the persons named as proxies.
Only holders of record of shares of Common Stock ("Common
Shares") and Class B Common Stock ("Class B Shares") as of the close of
business on August 11, 1995 ("Record Date") are entitled to vote at the
Meeting. As of the Record Date, the Company had outstanding and entitled
to vote 7,009,139 Common Shares and 6,068,952 Class B Shares. The record
holder of each outstanding Common Share on the Record Date is entitled to
one vote per share and the record holder of each outstanding Class B Share
on the Record Date is entitled to ten votes per share on each matter
submitted for shareholder consideration at the Meeting. The holders of
Common Shares and the holders of Class B Shares will vote together as a
single class on all matters subject to shareholder consideration at the
Meeting. The total number of votes represented by outstanding Common
Shares and Class B Shares as of the Record Date was 67,698,659, consisting
of 7,009,139 votes represented by outstanding Common Shares and 60,689,520
votes represented by outstanding Class B Shares.
ELECTION OF DIRECTORS
At the Meeting, the shareholders will elect nine directors of
the Company, constituting the entire Board, to hold office until the
Company's next annual meeting of shareholders and until their successors
are duly qualified and elected. If, prior to the Meeting, any of the
Board's nominees should for any reason become unable to serve as a
director, the votes represented by proxies granting authority to vote for
all of the nominees named below or which do not contain any instructions
will be voted for another replacement nominee selected by the Board, if
any. Under Wisconsin law, directors are elected by a plurality of the
votes cast by the shares entitled to vote in the election, assuming a
quorum is present. For this purpose, "plurality" means that the
individuals receiving the largest number of votes are elected as
directors, up to the maximum number of directors to be chosen at the
election. Therefore, any shares which are not voted on this matter at the
Meeting, whether by abstention, broker nonvote or otherwise, will have no
effect on the election of directors at the Meeting.
Except for Messrs. Selig and Hoeksema, who were appointed as
directors by the Board at its March 23, 1995 meeting, all of the nominees
are shareholder-elected directors of the Company and have served
continuously as directors since the indicated date of their election. The
names of the nominees, together with certain information about each of
them, are set forth below.
Director
Name Current Principal Occupation Age Since
[*] Ben Marcus Retired Chairman of the 83 1969
Board of the Company
(1)(2)(3)
[*] Stephen H. Marcus Chairman of the Board, 60 1969
President and Chief
Executive Officer of the
Company (1)(2)(3)
[*] Diane Marcus Real estate management and 55 1985
Gershowitz investments (1)(3)
[*] George R. Slater Retired Vice Chairman of 70 1981
Banc One Corporation (bank
holding company) and retired
Chairman of the Board and
Chief Executive Officer of
Banc One Wisconsin
Corporation (Wisconsin bank
holding company)
[*] Lee Sherman President of Lee Sherman 68 1983
Dreyfus Dreyfus, Inc. (public
communications company),
retired President and Chief
Operating Officer of Sentry
Insurance (a mutual
insurance company) and
former Governor of the State
of Wisconsin(4)
[*] Daniel F. President and Chief 58 1985
McKeithan, Jr. Executive Officer of
Tamarack Petroleum (operator
of oil and gas wells) and
President and Chief
Executive Officer of Active
Investor Management, Inc.
(operator of oil and gas
wells)(5)
[*] John L. Murray Retired Chairman of the 67 1987
Board and Chief Executive
Officer of Universal Foods
Corporation (international
manufacturer and marketer of
value-added food
products)(6)
[*] Allan H. Selig President and Chief 60 1995
Executive Officer of the
Milwaukee Brewers Baseball
Club, Acting Commissioner of
Major League Baseball and
President and Chief
Executive Officer of Selig
Executive Leasing Co.,
Inc.(7)
[*] Timothy E. President of Midwest Express 48 1995
Hoeksema Airlines, Inc. and
President-Transportation
Sector of Kimberly-Clark
Corporation.
_________________
(1) Diane Marcus Gershowitz and Stephen H. Marcus are the daughter and
son, respectively, of Ben Marcus.
(2) Ben Marcus retired as the Company's Chairman of the Board in December
1991, although he still serves as a nonofficer employee of the
Company. Because the Company operates as a holding company through
subsidiary corporations, Stephen H. Marcus is also an officer of
certain of the Company's principal operating subsidiaries.
(3) As a result of their beneficial ownership of Common Shares and Class
B Shares, Ben Marcus, Stephen H. Marcus and/or Diane Marcus
Gershowitz may be deemed to control, or share in the control of, the
Company. See "Stock Ownership of Management and Others."
(4) Lee Sherman Dreyfus is a director of Associated Bank-Menomonee Falls,
a banking subsidiary of Associated Banc-Corp.
(5) Daniel F. McKeithan, Jr. is a director of Firstar Corporation,
Wisconsin Gas Company and WICOR, Inc. and is a trustee of The
Northwestern Mutual Life Insurance Company ("NML"). NML is also one
of the Company's principal lenders.
(6) John L. Murray is a director of Briggs & Stratton Corporation, Twin
Disc, Inc. and Universal Foods Corporation.
(7) Allan H. Selig is a director of Oil-Dri Corporation of America and
Robert W. Baird & Co., Incorporated.
The Board has an Audit Committee whose principal function is
to recommend annually a firm of independent certified public accountants
to serve as the Company's auditor, to meet with and review reports of the
Company's auditor and to recommend to the Board such actions within the
scope of its authority as it deems appropriate. The Audit Committee
currently consists entirely of independent directors, including Daniel F.
McKeithan, Jr. (Chairman), Lee Sherman Dreyfus and Timothy E. Hoeksema.
The Audit Committee met twice in fiscal 1995.
The Board has a Compensation and Nominating Committee whose
principal function is to recommend for approval to the Board the
compensation, bonuses and benefits of officers and other key employees of
the Company and its subsidiaries and to administer the Company's 1987
Stock Option Plan and proposed 1995 Equity Incentive Plan (if approved at
the Meeting). See "Executive Compensation --Stock Options" and "1995
Equity Incentive Plan." The Compensation and Nominating Committee is also
vested with authority to consider and nominate future directors of the
Company. Shareholders entitled to vote at the Meeting who wish to propose
director nominees for consideration at the Meeting may do so under the
Company's By-laws only by giving written notice of an intent to make such
a nomination to the Secretary of the Company not less than 15 days in
advance of the Meeting. Such notice must specify, among other things, the
nominee's name, biographical data and qualifications. The Compensation
and Nominating Committee currently consists of John L. Murray (Chairman),
Daniel F. McKeithan, Jr. and Allan H. Selig. The Compensation and
Nominating Committee met three times in fiscal 1995. See "Executive
Compensation -- Report on Executive Compensation."
During the Company's 1995 fiscal year, four meetings of the
Board were held. No director attended less than 75% of the meetings of
the Board and committees thereof on which he or she served, except Ben
Marcus who missed two Board meetings.
STOCK OWNERSHIP OF MANAGEMENT AND OTHERS
The following table sets forth information as of the Record Date
as to the Common Shares and any Class B Shares beneficially owned by (i)
each director and each executive officer named in the Summary Compensation
Table set forth below under "Executive Compensation -- Summary
Compensation;" (ii) all current directors and executive officers of the
Company as a group; and (iii) all other persons or entities known by the
Company to be the beneficial owner of more than 5% of either class of the
Company's outstanding capital stock. A row for Class B Share ownership is
not included for individuals or entities who do not beneficially own any
Class B Shares.
<TABLE>
<CAPTION>
Total Share Percentage of
Sole Voting Shared Voting Ownership and Aggregate
Name of Individual or and Investment and Investment Percentage of Voting
Group/Class of Stock Power(1) Power(1) Class(1) Power(1)
Directors and Executive Officers
<S> <C> <C> <C> <C>
Ben Marcus
Common Shares 629(3) -0- 629(3)
* 33.2%
Class B Shares -0- 2,250,014 2,250,014
(37.1%)
Stephen H. Marcus(2)
Common Shares 940(3) 33,011 33,951(3)
* 33.3%
Class B Shares 1,334,558 917,272 2,251,830
(37.1%)
Diane Marcus Gershowitz(2)
Common Shares 1,500(4) -0- 1,500(4)
* 24.2%
Class B Shares 1,018,718 619,713 1,638,431
(27.0%)
George R. Slater
Common Shares 2,000(4) -0- 2,000(4)
* *
Lee Sherman Dreyfus
Common Shares 4,500(4) -0- 4,500(4)
* *
Daniel F. McKeithan, Jr.
Common Shares 2,500(4) -0- 2,500(4)
* *
John L. Murray
Common Shares 3,000(4) -0- 3,000(4)
* *
Allan H. Selig
Common Shares 1,600(4) -0- 1,600(4)
* *
Timothy E. Hoeksema
Common Shares 1,500(4) -0- 1,500(4)
* *
Bruce J. Olson
Common Shares 21,312(3)(5) 14,560 35,872(3)(5) *
*
Kenneth A. MacKenzie
Common Shares 9,735(3)(5) 400 10,135(3)(5) *
*
H. Fred Delmenhorst
Common Shares 7,187(3)(5) 900 8,087(3)(5) *
*
Thomas F. Kissinger
Common Shares 1,100(5) -0- 1,100(5)
* *
All directors and
executive officers as a
group (13 persons)(6)
Common Shares(7) 57,503(3) 48,871 106,374(3)
(1.5%) 84.9%
Class B Shares 2,353,276 3,387,603 5,740,879
(94.6%)
<CAPTION>
Other Five Percent Shareholders
<S> <C> <C> <C> <C>
Marsh & McLennan
Companies, Inc.(8)
Common Shares(9) 350,500 -0- 350,500 *
(5.0%)
Neuberger & Berman(10)
Common Shares(11) 724,640 -0- 724,640 *
(10.3%) (1.1%)
<FN>
__________________
* Less than 1%.
(1) There are included in some cases shares over which a director or
executive officer has or shares voting power and/or investment power
as to which beneficial ownership may be disclaimed. The number of
Class B Shares (included in the beneficial ownership figures detailed
above) set forth after each of the following directors has also been
included in the beneficial ownership of at least one other director:
Ben Marcus (199,698), Stephen H. Marcus (199,698) and Diane Marcus
Gershowitz (199,698). The outstanding Class B Shares are convertible
on a share-for-share basis into Common Shares at any time at the
discretion of each holder. As a result, a holder of Class B Shares
is deemed to beneficially own an equal number of Common Shares.
However, in order to avoid overstatement of the aggregate beneficial
ownership of both classes of the Company's outstanding capital stock,
the Common Shares listed in the table do not include Common Shares
which may be acquired upon the conversion of outstanding Class B
Shares. Similarly, the percentage of outstanding Common Shares
beneficially owned is determined with respect to the total number of
outstanding Common Shares, excluding Common Shares which may be
issued upon conversion of outstanding Class B Shares.
(2) The address of Ben Marcus, Stephen H. Marcus and Diane Marcus
Gershowitz is 250 East Wisconsin Avenue, Suite 1700, Milwaukee,
Wisconsin 53202-4220.
(3) Includes 629, 840, 723, 384, 365 and 2,941 Common Shares held for the
respective accounts of Ben Marcus, Stephen H. Marcus, Bruce Olson,
Kenneth A. MacKenzie, H. Fred Delmenhorst, and all directors and
officers as a group in the Company's Pension Plus Plan as of
December 31, 1994, the latest practicable date for which such data is
available. See "Executive Compensation -- Summary Compensation
Information."
(4) Includes 1,500 Common Shares subject to acquisition by the listed
nonemployee director (Diane Marcus Gershowitz, George R. Slater, Lee
Sherman Dreyfus, Daniel F. McKeithan, Jr., John L. Murray, Allan H.
Selig, and Timothy E. Hoeksema) pursuant to the exercise of vested
stock options held on the Record Date pursuant to the 1994
Nonemployee Director Stock Option Plan. See "Director Compensation."
(5) Includes 12,500, 1,720, 2,300 and 1,000 Common Shares subject to
acquisition by Bruce J. Olson, Kenneth A. MacKenzie, H. Fred
Delmenhorst and Thomas F. Kissinger, respectively, pursuant to the
exercise of vested stock options held on the Record Date pursuant to
the 1987 Stock Option Plan. See "Executive Compensation -- Stock
Options."
(6) In determining the aggregate beneficial ownership of Common Shares
and Class B Shares for all directors and executive officers as a
group, shares which are beneficially owned by more than one director
or officer have been counted only once to avoid overstatement. See
footnote (1).
(7) Includes 28,020 Common Shares subject to acquisition pursuant to the
exercise of vested stock options held by executive officers and
nonemployee directors of the Company on the Record Date pursuant to
the 1987 Stock Option Plan and the 1994 Nonemployee Director Stock
Option Plan. See "Executive Compensation--Stock Options."
(8) The address of Marsh & McLennan Companies, Inc. ("M&M") is 1166
Avenue of the Americas, New York, New York 10036.
(9) Other than share ownership percentage information, the information
set forth is as of January 30, 1995, as reported by M&M in its
Schedule 13G filed with the SEC and the Company.
(10) The address of Neuberger & Berman ("N&B") is 605 Third Avenue, New
York, New York 10158-3698.
(11) Other than share ownership percentage information, the information
set forth is as of February 10, 1995, as reported by N&B in its
Schedule 13G filed with the SEC and the Company. According to such
Schedule 13G, partners of N&B own 41,300 shares and N&B disclaims
beneficial ownership of these shares which were purchased with the
personal funds of the N&B partners.
</TABLE>
EXECUTIVE COMPENSATION
Report on Executive Compensation
The Company strives to provide fair and competitive compensation
which rewards corporate and individual performance and helps attract,
retain and motivate highly qualified individuals who contribute to the
Company's long-term growth and success. One of the Company's guiding
philosophies is to encourage its executives and other employees to take
appropriate market responsive risk-taking actions which facilitate the
growth and success of the Company. The Company's compensation policies
attempt to encourage the continuation of this entrepreneurial spirit.
The Compensation and Nominating Committee of the Board
("Committee") is responsible for evaluating and determining the
compensation of the Company's executive officers, including the Company's
Chief Executive Officer Stephen H. Marcus, in accordance with the
foregoing philosophies and policies. The Committee is composed entirely
of independent, nonemployee directors. Executive officer compensation
consists of base salary, annual bonus payments, stock options grants and
other benefits under the Company's several employee benefit plans.
Each executive officer's base salary has been established based
on the level of responsibilities delegated to the executive and the
relationship of such responsibilities to those of other Company executive
officers. In evaluating and adjusting base salaries of executives (other
than Mr. Marcus) from year-to-year, the Committee acts on the
recommendations of Mr. Marcus, who in making his recommendations takes
into account (i) the financial performance of the Company as a whole and
on a divisional basis, when appropriate, for the fiscal year then ended,
compared to its respective historical and anticipated performance; (ii)
general economic conditions (including inflationary factors) and the
impact such conditions had on the industry segments in which the Company
operates; (iii) each executive officer's past, and anticipated future,
contributions to the Company's performance; (iv) each executive officer's
existing base salary compared to the range of the base salaries of
similarly situated executives; (v) any new responsibilities delegated, or
to be delegated, to such officer; and (vi) the extent of participation of
the executive in any significant corporate achievements over the prior
fiscal year. In evaluating and adjusting Mr. Marcus' base salary, the
Committee subjectively considers the same factors cited above, as well as
the comparative salaries and total compensation packages of other chief
executive officers, with particular reference to local market
circumstances. In determining the adjustment to Mr. Marcus' base salary
for fiscal 1996, the Committee specifically took into account the
Company's record-setting revenue and earnings performance for fiscal 1995,
the favorable price obtained for the Company's sale of its Applebee's
restaurants and the Company's long-term record of financial success.
Bonus awards attributable to each fiscal year are granted by the
Committee to the named executive officers, including Mr. Marcus,
subsequent to the fiscal year-end. Fiscal 1995 bonus awards for the named
executive officers who have no direct operational responsibilities were
based on the recommendations of Mr. Marcus, who made his recommendations
based on the Company's overall financial performance for the year then
ended and such officer's individual contributions and achievements over
fiscal 1995, particularly as such contributions and achievements related
to advancing the Company's entrepreneurial philosophy. Specific corporate
performance factors considered in making fiscal 1995 bonus determinations
for such executives were the Company's 14.6% increase in revenues, 14.7%
increase in comparable earnings and 15.0% increase in comparable earnings
per share, all compared to fiscal 1994. The fiscal 1995 bonus award for
the named executive officer who has direct managerial responsibilities for
two operating divisions of the Company was determined based on the
financial and operating performance of those divisions, together with the
over-all financial performance of the Company in fiscal 1995. Mr. Marcus
received a fiscal 1995 bonus payment based on a pre-established formula
which provides for his receipt of a performance bonus equal to three-
fourths of one percent of the Company's pre-tax earnings for the fiscal
year.
Stock options are granted each year by the Committee to selected
executive officers as part of such officers' compensation package.
Options granted by the Committee have a per share exercise price equal to
100% of the fair market value of the Common Shares on the date of grant.
Therefore, since the economic value of each option is directly dependent
upon future increases in the value of the Common Shares, the Committee
believes option grants help to better align the interests of option
recipients with the economic interests of the Company's shareholders. The
Committee believes stock option grants provide a long-term incentive for
option recipients to improve the Company's financial performance and, in
turn, its stock price. If the proposed 1995 Equity Incentive Plan is
approved by shareholders at the Meeting, the Committee will have
additional flexibility to grant other types of equity-based incentive
awards (including stock appreciation rights, restricted stock and
performance shares) in addition to stock options. See "1995 Equity
Incentive Plan." Mr. Marcus is not eligible to receive option grants
under the Company's 1987 Stock Option Plan. Since Mr. Marcus and his
family own approximately 44% of the outstanding Common Shares and Class B
Shares, his economic interests are directly linked to the price
performance of the Company's Common Shares. Therefore, at the time the
Company's 1987 Stock Option Plan was adopted, it was determined
unnecessary to provide Mr. Marcus with the opportunity to receive stock
option grants. If approved by shareholders at the Meeting, Mr. Marcus
will not be eligible to receive equity awards under the proposed 1995
Equity Incentive Plan. If the proposed 1995 Equity Incentive Plan is
approved by shareholders at the Meeting, the Committee will have
additional flexibility to grant other types of equity-based incentive
awards (including stock appreciation rights, restricted stock and
performance shares) in addition to stock options.
Consistent with the Company's philosophy of encouraging
entrepreneurism throughout the organization, the Committee grants options
annually to a broad number of key employees. Option grants in fiscal 1995
to key employees other than the named executive officers constituted 84.8%
of all non-Board option grants. The size of option grants to the named
executive officers is based on (i) each officer's length of service and
relative responsibilities and contributions to the Company's performance
over the past year; (ii) the officer's anticipated future contributions to
the success of the Company; (iii) historical levels of option grants to,
and the level of existing stock ownership of, such officer and other
executive officers; and (iv) the relative levels of option grants then
being made to all employees and other executive officers.
The Committee also attempts to provide other competitive
compensatory benefits to the Company's executive officers, including
participation in the Company's Pension Plus Plan, nonqualified retirement
income plan, nonqualified deferred compensation plan, health insurance,
life and disability insurance and other benefits.
As a result of current executive compensation levels, the
Committee does not intend currently to take any action to conform its
compensation plans to comply with the regulations proposed under Internal
Revenue Code Section 162(m) relating to the $1 million cap on executive
compensation deductibility imposed by the Omnibus Revenue Reconciliation
Act of 1993.
By the Compensation and Nominating Committee:
John L. Murray, Chairman
Daniel F. McKeithan, Jr.
Allan H. Selig
Summary Compensation Information
The following table sets forth certain information concerning
compensation paid by the Company for the last three fiscal years to the
Company's Chief Executive Officer and the other executive officers of the
Company who earned over $100,000 in salary and bonuses in fiscal 1995.
The persons named in the table below are hereinafter sometimes referred to
as the "named executive officers."
<TABLE>
Summary Compensation Table
<CAPTION>
Annual Compensation Stock Option
Name and Principal Fiscal Grants(4) All Other
Positions Year Salary(1) Bonus(2) Other(3) (shares) Compensation(5)
<S> <C> <C> <C> <C> <C> <C>
Stephen H. Marcus 1995 $296,154 $313,391 $ 500 N/A $ 4,856
Chairman of the Board, 1994 $275,543 $243,711 $2,250 N/A $ 4,151
President and Chief 1993 $245,600 $210,149 $2,500 N/A $ 4,048
Executive Officer (3)
Bruce J. Olson 1995 $183,269 $ 97,923 $ -- 5,000 $ 3,260
Group Vice President 1994 $162,661 $103,755 $ -- 10,000 $ 1,593
1993 $153,269 $121,013 $ -- 7,500 $ 2,908
Kenneth A. MacKenzie 1995 $105,308 $ 14,000 $ -- 2,000 $ 2,395
Chief Financial 1994 $ 96,018 $ 12,000 $ -- 4,000 $ 2,762
Officer,
Treasurer and 1993 $ 94,539 $ 19,000 $ -- 3,750 $ 1,307
Controller
H. Fred Delmenhorst 1995 $106,192 $ 14,000 $ -- 2,000 $ 2,608
Vice President-Human 1994 $ 99,525 $ 12,000 $ -- 4,000 $ 1,914
Resources 1993 $ 92,308 $ 10,000 $ -- 3,750 $ 1,357
Thomas F. Kissinger 1995 $ 90,346 $ 15,000 $ -- 2,000 $ 66
General Counsel and 1994 $ 66,219 $ 8,000 $ -- 4,500 $ 40
Secretary 1993 $ -- $ -- $ -- -- $ --
<FN>
_________________
(1) Includes amounts deferred by the Company at the election of the named
executive officer under Section 401(k) of the Internal Revenue Code
and the Company's Deferred Compensation Plan and Mr. Marcus' salary
amount listed for fiscal 1994 includes $25,000 paid during fiscal
1995. The Company's Deferred Compensation Plan is a defined
contribution program whereby an eligible employee may voluntarily
make an irrevocable election to defer receipt of up to 100% of the
employee's annual compensation on a pre-tax basis. The irrevocable
election must be made prior to the start of any calendar year to
which it applies and must specify both a benefit payment commencement
date beyond the end of the last such calendar year and the form of
payment (i.e., lump sum, periodic installments or monthly annuity).
During the period of deferral, the Company quarterly applies to the
deferred amount an earnings credit equal to the average prime
interest rate of a designated Milwaukee bank. The benefits payable
under the Deferred Compensation Plan (i.e., the employee's deferred
amounts plus his earnings credits) will be paid out of the Company's
general corporate assets as benefit payments become due after the
employee's specified commencement date.
(2) Bonus amounts listed relate to the fiscal year to which such bonuses
are attributable.
(3) Includes for Mr. Marcus the amount of directors' fees he earned in
fiscal 1995, 1994 and 1993. Mr. Marcus, as executive officer of the
Company, is no longer entitled to receive director fees. See
"Director Compensation" below. The value of all perquisites and
other personal benefits provided to each named executive officer by
or on behalf of the Company is significantly less than the required
Securities and Exchange Commission reporting thresholds of the lesser
of $50,000 or 10% of the annual salary and bonus reported for each
respective named executive officer.
(4) Granted at 100% of fair market value on the date of grant under the
Company's 1987 Stock Option Plan. See footnote (1) to the table set
forth under "Stock Options -- Option Grants in 1995 Fiscal Year"
below for additional information.
(5) Includes the Company's contributions on behalf of each named
executive officer to its defined contribution Pension Plus Plan and
the dollar value of imputed life insurance premiums paid by, or on
behalf of, the Company during the fiscal year with respect to term
life insurance for the benefit of the named executive officer. The
Pension Plus Plan is a profit sharing plan with Internal Revenue Code
Section 401(k) features and covers all eligible employees of the
Company and its subsidiaries, including the named executive officers,
and uses a participating employee's aggregate direct compensation as
the basis for determining the employee and employer contributions
that are allocated to the employee's account under the Pension Plus
Plan. A participating employee may elect to make pre-tax deposits of
up to 10% of the employee's annual compensation. The Pension Plus
Plan also provides for three types of employer contributions: (i) a
basic contribution equal to 1% of a participating employee's annual
compensation; (ii) a matching contribution equal to one-fourth of the
employee's pre-tax deposits not exceeding 6% of such annual
compensation; and (iii) a discretionary profit performance
contribution determined by the Board each year. For purposes of the
profit performance contribution, the Company and its subsidiaries
have been divided into eight profit sharing groups, and the profit
performance contribution for the participating employees employed by
a particular profit sharing group is dependent upon the Company's
overall operations meeting profitability targets, the Company having
achieved a positive return on shareholders' equity and that profit
sharing group's operating performance having been profitable. A
participating employee's share of the annual profit performance
contribution, if any, for the employee's profit sharing group is
determined by multiplying the contribution amount by the ratio of the
participating employee's annual compensation to the aggregate annual
compensation of all participating employees in that profit sharing
group. The employee's pre-tax savings deposits and the employer
basic contributions allocated to a participating employee's account
are fully vested upon deposit, and the employer matching and profit
performance contribution are subject to a graduated vesting schedule
resulting in full vesting after seven years of service. The
participating employee has the right to direct the investment of the
pre-tax savings deposits and employer matching contributions
allocated to the employee's account in one or more of several
available investment funds. The allocated employer basic
contributions are generally expected to be invested in Common Shares
but, at the direction of the Pension Plus Plan's administrative
committee, may be invested in a different manner. The allocated
employer profit performance contributions are invested in the manner
selected by the Pension Plus Plan's administrative committee, which
may also include investment in Common Shares. The vested portion of
a participating employee's account balance becomes distributable in a
lump sum payment only after the employee's termination of employment,
although the employee has the right while employed to borrow a
portion of such vested portion (effective July 1, 1995) or make a
withdrawal of pre-tax savings deposits for certain hardship reasons
which are prescribed by applicable federal law. The Company also
provides all named executive officers with long-term disability
protection.
</TABLE>
Stock Options
The Company has a 1987 Stock Option Plan ("1987 Plan") pursuant to
which options to acquire Common Shares may be granted until June 1997 by
the Committee to officers and other key employees of the Company and its
subsidiaries, including executive officers and directors. However, Ben
Marcus, Stephen H. Marcus, Diane Marcus Gershowitz and any other person
who owns, directly or indirectly, 5% or more of the Company's voting power
cannot receive options under the 1987 Plan. The following table sets
forth information concerning the grant of stock options under the 1987
Plan during fiscal 1995 to the named executive officers.
<TABLE>
Option Grants in 1995 Fiscal Year
<CAPTION>
Percentage of
Common Shares Total Options Potential Realizable Value at
Underlying Granted to All Exercise Assumed Annual Rates of Stock Price
Options Employees in Price(2) Expiration Appreciation for Option Term(3)
Name Granted(1) 1995 Fiscal Year (per share) Date 5% 10%
<S> <C> <C> <C> <C> <C> <C>
Stephen H. Marcus . N/A N/A N/A N/A N/A N/A
Bruce J. Olson . . 5,000 6.9% $26.625 6/13/99 $36,780 $81,274
Kenneth A. MacKenzie 2,000 2.8% $26.625 6/13/99 $14,712 $32,510
H. Fred Delmenhorst 2,000 2.8% $26.625 6/13/99 $14,712 $32,510
Thomas F. Kissinger 2,000 2.8% $26.625 6/13/99 $14,712 $32,510
<FN>
__________________
(1) Options granted under the 1987 Plan may be designed to qualify as
either "incentive stock options" within the meaning of Section 422A
of the Internal Revenue Code or as "nonstatutory stock options." The
options reflected in the table are nonstatutory stock options under
the Internal Revenue Code and were granted on June 13, 1994. The
exercise price of each option granted was equal to 100% of the fair
market value of the Common Shares on the date of grant, as determined
by the Committee. Options granted under the 1987 Plan vest and are
exercisable with respect to 40% of the subject shares after two years
from the grant date, 60% after three years, 80% after four years and
100% after four years and six months, but not after the five-year
option period.
(2) The exercise price of options may be paid in cash, by delivering
previously issued Common Shares or any combination thereof.
(3) The potential realizable values set forth under the columns represent
the difference between the stated option exercise price and the
market value of the Common Shares based on certain assumed rates of
stock price appreciation and assuming that the options are exercised
on their stated expiration date; the potential realizable values set
forth do not take into account applicable tax and expense payments
which may be associated with such option exercises. Actual
realizable value, if any, will be dependent on the future stock price
of the Common Shares on the actual date of exercise, which may be
earlier than the stated expiration date. The 5% and 10% assumed
rates of stock price appreciation over the five-year exercise period
of the options used in the table above are mandated by the rules of
the Securities and Exchange Commission and do not represent the
Company's estimate or projection of the future price of the Common
Shares on any date. There can be no assurances that the stock price
appreciation rates for the Common Shares assumed for purposes of this
table will actually be achieved.
</TABLE>
The following table sets forth certain information with respect to
the named executive officers concerning their stock options exercised in
fiscal 1995 and unexercised stock options held as of the end of fiscal
1995.
<TABLE>
Aggregated Option Exercises and Fiscal 1995 Year-End Value Table
<CAPTION>
Number of Common
Shares Underlying
Unexercised Options at Value of Unexercised
Number of Common End of Fiscal 1995(2) In-the-Money Options at
Shares Acquired Value Exercisable(3)/ End of Fiscal 1995(4)
Name Upon Exercise Received(1) Unexercisable(3) Exercisable/Unexercisable
<S> <C> <C> <C> <C>
Stephen H. Marcus . . N/A N/A N/A N/A
Bruce J. Olson . . . -- -- 9,000/21,000 $171,750/$145,125
Kenneth A. MacKenzie -- -- 1,980/8,490 $31,065/$56,408
H. Fred Delmenhorst . 675 $12,150 1,725/8,475 $25,519/$56,081
Thomas F. Kissinger . -- -- 0/6,500 $0/$27,750
<FN>
________________
(1) Reflects the dollar value difference between the closing sale price
of the Common Shares on the New York Stock Exchange on the date of
exercise, less the stock option's exercise price, multiplied by the
number of Common Shares acquired upon exercise.
(2) See vesting schedule of options set forth in footnote (1) under the
Option Grants in 1995 Fiscal Year table above.
(3) Not reflected herein are 6,565 Common Shares subject to options which
have vested and become exercisable after the fiscal year end (Olson-
3,500, MacKenzie-1,040, Delmenhorst-1,025 and Kissinger-1,000) and
includes 1,750 Common Shares subject to vested options which were
exercised after fiscal year end by Messrs. MacKenzie and Delmenhorst
(1,300 and 450, respectively).
(4) The dollar values were calculated by determining the difference
between the fair market value of the underlying Common Shares and the
various applicable exercise prices of the named executive officers'
outstanding options at the end of fiscal 1995. The closing sale
price of the Common Shares on the New York Stock Exchange on May 25,
1995 was $28.75 per share.
</TABLE>
Pension Plan
The Company has a nonqualified defined benefit pension plan
("Supplemental Plan") for the eligible employees of the Company and its
subsidiaries with annual compensation in excess of a specified level
(e.g., $66,000 in 1995), including named executive officers of the
Company. The Supplemental Plan is a defined benefit retirement income
program which provides benefits based upon the employee's final five-year
average compensation. The amounts accrued for named executive officers
under the Supplemental Plan cannot be readily ascertained and are,
therefore, not included in the Summary Compensation Table above. In
calculating employee compensation for purposes of determining its
contribution to the Supplemental Plan, the Company uses a participating
employee's total direct compensation in determining its annual benefits
(which, for the named executive officers, would be comprised of the salary
and bonus amounts listed in the Summary Compensation Table above),
calculated on a straight life annuity basis assuming benefits commence at
age 65. In addition to a reduction equal to 50% of Social Security
benefits, the Supplemental Plan also reduces its benefits by the benefits
attributable to employer contributions which the participating employee
received under other Company-sponsored plans, such as the Pension Plus
Plan and the Company's former qualified pension plans. An employee
participating in the Supplemental Plan will be entitled to receive annual
benefits substantially in accordance with the table set forth below,
except that the amounts shown in the table do not reflect the applicable
reductions for Social Security benefits and benefits funded by employer
contributions which are payable under other Company-sponsored plans. For
an employee entitled to the highest level of Social Security benefits who
retired at age 65 during fiscal year 1995, the reduction in annual
Supplemental Plan benefits would have been approximately $7,164.
<TABLE>
<CAPTION>
Estimated Annual Pension Plan Benefits
for Representative Years of Service
Final Five-Year
Average Compensation 15 20 25 30 35
<S> <C> <C> <C> <C> <C>
$ 60,000 $ 15,000 $ 20,000 $ 25,000 $ 30,000 $ 30,000
120,000 30,000 40,000 50,000 60,000 60,000
180,000 45,000 60,000 75,000 90,000 90,000
240,000 60,000 80,000 100,000 120,000 120,000
400,000 100,000 133,000 167,000 200,000 200,000
600,000 150,000 200,000 250,000 300,000 300,000
800,000 200,000 267,000 333,000 400,000 400,000
</TABLE>
A participating employee is entitled to benefits under the
Supplemental Plan upon normal retirement on or after age 65, early
retirement after age 60 with at least five years of service, disability
retirement after at least five years of service and other termination of
employment after at least five years of service. A graduated vesting
schedule, which provides for 50% vesting after five years of service and
an additional 10% for each year of service thereafter, applies in the case
of termination of employment before completing 10 years of service or
qualifying for normal, early or disability retirement. Benefits payable
under the Supplemental Plan will be paid out of the Company's general
corporate assets as benefit payments become due after retirement or other
termination. At the end of fiscal 1995, Stephen H. Marcus, Bruce J.
Olson, Kenneth A. MacKenzie, H. Fred Delmenhorst and Thomas F. Kissinger
had 34, 21, 16, 11 and two years, respectively, of credited years of
service under the Supplemental Plan.
Director Compensation
Under the Company's standard director compensation policy, each
nonemployee director receives an annual retainer fee of $8,000, together
with $1,750 for each meeting of the Board and $350 for each committee
meeting thereof (or $500 per committee meeting, if that person serves as
the committee's chairman), which he or she attends. In addition, under
the 1994 Nonemployee Director Stock Option Plan ("Director Plan") adopted
at the Company's 1994 annual meeting, all then serving nonemployee
directors were automatically granted stock options to purchase 1,000
Common Shares at an exercise price of $27.25 per share. Upon their
appointment to the Board in March 1995, each of Messrs. Selig and Hoeksema
were also automatically granted stock options under the Director Plan to
purchase 1,000 Common Shares at $27.38 per share. Under the Director
Plan, each nonemployee director received his or her annual automatic
option grant to purchase 500 shares of Common Stock on May 25, 1995 at an
exercise price of $28.75 per share. The options have a term of ten years
and were fully vested and exercisable immediately after grant.
Ben Marcus, the founder of the Company in 1935, retired from his
position as the Company's Chairman of the Board in December 1991; however,
Mr. Marcus continues to serve the Company as a director and nonofficer
employee. In fiscal 1993, the Committee adopted a compensation policy
applicable to Ben Marcus that attempts to recompense him for his many
years of service and dedication to the founding, development and growth of
the Company. To help ensure Ben Marcus' continued availability to consult
with officers and employees of the Company, and to recognize his
contributions to the founding and success of the Company, Mr. Marcus is
entitled to receive for the remainder of his life (and thereafter his wife
will be entitled to receive for the remainder of her life) a consulting
fee partially linked to a percentage of the Company's pre-tax and pre-
corporate bonus earnings. Mr. Marcus is also entitled to receive
continued salary payments as an employee of the Company. In fiscal 1995,
Ben Marcus earned total cash compensation of $310,172 from the Company.
STOCK PERFORMANCE INFORMATION
Set forth below is a line graph comparing the annual percentage
change during the Company's last five fiscal years in the Company's
cumulative total shareholder return (stock price appreciation on a
dividend reinvested basis) on the Common Shares, compared to the
cumulative total return of companies included within the S&P 500 Composite
Index and to a composite peer group index selected in good faith by the
Company. The composite peer group index is comprised of the Standard &
Poor's Hotel/Motel Index (weighted 50%), Standard & Poor's Restaurants
Index (weighted 25%) and a Company-selected theatre index (weighted 25%)
which includes Carmike Cinemas, Inc., Cineplex Odeon and AMC
Entertainment. The indices within the composite industry peer group index
have been weighted to approximate the relative revenue contributions of
each of the Company's respective business segments (counting the motel and
hotel/resort segments as one segment) to the Company's total revenues in
fiscal 1995. The shareholder returns of the companies included in the
theatre index have been weighted based on each such company's relative
market capitalization as of the beginning of the presented periods.
Comparison of Five-Year Total Returns
(on a dividend reinvested basis)
5/31/ 5/31/ 5/31/ 5/31/ 5/31/ 5/31/
90 91 92 93 94 95
The Marcus $100 $106 $115 $229 $267 $284
Corporation
S&P 500 Composite $100 $107 $123 $137 $143 $172
Index
Composite Peer $100 $89 $88 $119 $148 $166
Group Index
CERTAIN TRANSACTIONS
The Company leases, under capital and operating leases, real
estate occupied by three of the Company's facilities under long-term
leases from an entity wholly-owned by Ben Marcus, Stephen H. Marcus, Ida
Lowe and certain spouses and trusts for the benefit of members of their
families ("Affiliated Parties") for an aggregate annual rental of
approximately $251,000 and from Stephen H. Marcus and Diane Marcus
Gershowitz for an aggregate annual rental of approximately $84,000. The
Company has renewal options for all of these leases which, if fully
exercised, would result in these leases expiring at various times between
2005 and 2030. Ida Lowe is the sister of Ben Marcus.
During the 1995 fiscal year, the Company paid approximately
$138,000 of interest to certain entities owned by certain of the
Affiliated Parties on five debts of the Company owed to such entities.
These debts are due on demand and bear an interest rate of 8%. The
largest aggregate amount outstanding on the above debts during the
Company's 1995 fiscal year was $1,645,000. As of the end of the 1995
fiscal year, the amount outstanding on the five debts was $1,645,000.
Payment of both principal and interest on these debts is current.
As has been the case for prior years, during the 1995 fiscal
year, the Company leased automobiles from Selig Executive Leasing Co.,
Inc. Aggregate lease payments were $290,000 in fiscal 1995. Allan H.
Selig, a director of the Company, is the President, Chief Executive
Officer and sole shareholder of Selig Executive Leasing Co., Inc.
The Company believes that all of the above transactions were
consummated on terms at least as favorable as could have been obtained
from non-affiliated third parties.
1995 EQUITY INCENTIVE PLAN
General
The purpose of the 1995 Equity Incentive Plan (the "1995 Plan")
is to promote the best interests of the Company and its shareholders by
providing key employees of the Company and its subsidiaries with an
opportunity to acquire, or increase their, proprietary interest in the
Company. It is intended that the 1995 Plan will promote continuity of
management and increased incentive and personal interest in the welfare of
the Company by those key employees who are primarily responsible for
shaping or carrying out the long-range plans of the Company and securing
the Company's continued growth and financial success.
The Company currently has in effect the 1987 Stock Option Plan.
As of the Record Date, a very limited number of Common Shares remained
available for the granting of additional options thereunder. To allow for
additional equity-based compensation awards to be made by the Company, the
1995 Plan was adopted by the Board on June 22, 1995, subject to approval
by the shareholders at the Meeting.
The following summary description of the 1995 Plan is qualified
in its entirety by reference to the full text of the 1995 Plan which is
attached to this Proxy Statement as Appendix A.
Administration
The 1995 Plan is required to be administered by the Compensation
and Nominating Committee ("Committee"), provided the Committee continues
to consist of not less than two directors who are "disinterested persons"
within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934
("Exchange Act"). Among other functions, the Committee has the authority
to establish rules for the administration of the 1995 Plan; to select the
key employees of the Company to whom awards will be granted; to determine
the types of awards to be granted to key employees and the number of
shares covered by such awards; to set the terms and conditions of such
awards; and to cancel, suspend and amend awards granted to key employees
to the extent authorized under the 1995 Plan. The Committee may also
determine whether the payment of any proceeds of any award shall or may be
deferred by a key employee participating in the 1995 Plan. Except as
otherwise provided in the 1995 Plan, determinations and interpretations
with respect thereto and any award agreements thereunder will be in the
sole discretion of the Committee, whose determination and interpretations
will be binding on all parties. Any key employee of the Company,
including any executive officer or employee-director of the Company who is
not a member of the Committee, is eligible to receive awards under the
1995 Plan; provided, however, that Ben Marcus, Stephen H. Marcus, Diane
Marcus Gershowitz and any other person who beneficially owns, directly or
indirectly, stock possessing more than 5% of the total combined voting
power of all classes of stock of the Company shall not be eligible to
receive awards under the 1995 Plan.
Awards Under the 1995 Plan; Available Shares
The 1995 Plan authorizes the granting to key employees of: (a)
stock options, which may be either incentive stock options ("ISOs")
meeting the requirements of Section 422 of the Internal Revenue Code (the
"Code") or nonqualified stock options; (b) stock appreciation rights
("SARs"); (c) restricted stock; and (d) performance shares. The 1995 Plan
provides that up to a total of 500,000 Common Shares (subject to
adjustment as described below) will be available for the granting of
awards thereunder. If any shares subject to awards granted under the 1995
Plan, or to which any award relates, are forfeited or if an award
otherwise terminates, expires or is canceled prior to the delivery of all
of the shares or other consideration issuable or payable pursuant to the
award, such shares (assuming the holder of the award did not receive
dividends on the shares or exercise other indicia of ownership) will be
available for the granting of new awards under the 1995 Plan. Any shares
delivered pursuant to an award may be either authorized and unissued
Common Shares or treasury shares held by the Company.
Terms of Awards
Options. The exercise price per Common Share subject to an
option granted under the 1995 Plan will be determined by the Committee,
provided that the exercise price may not be less than 100% of the fair
market value of a Common Share on the date of grant. The term of an
option granted under the 1995 Plan will be as determined by the Committee,
provided that the term of an Option may not exceed five years. Options
granted under the 1995 Plan will become exercisable in such manner and
within such period or periods and in such installments or otherwise as
determined by the Committee. Options will be exercised by payment in full
of the exercise price, either in cash or in whole or in part by tendering
Common Shares or other consideration having a fair market value on the
date of exercise equal to the option exercise price. All ISOs granted
under the 1995 Plan will also be required to comply with all other terms
of Section 422 of the Code.
SARs. An SAR granted under the 1995 Plan will confer on the
holder a right to receive, upon exercise thereof, the excess of (a) the
fair market value of one Common Share on the date of exercise over (b) the
grant price of the SAR as specified by the Committee. The grant price of
an SAR under the 1995 Plan will not be less than the fair market value of
a Common Share on the date of grant. The grant price, term, methods of
exercise, methods of settlement (including whether the holder of an SAR
will be paid in cash, Common Shares or other consideration) and any other
terms and conditions of any SAR granted under the 1995 Plan will be
determined by the Committee.
Restricted Stock. Restricted Common Shares granted to key
employees under the 1995 Plan will be subject to such restrictions as the
Committee may impose, including any limitation on the right to vote such
shares or receive dividends thereon. The restrictions imposed on the
shares may lapse separately or in combination at such time or times, or in
such installments or otherwise, as the Committee may deem appropriate.
The number of Common Shares which may be granted to key employees as
restricted stock shall not exceed 50,000 shares (subject to adjustment as
described below). Except as otherwise determined by the Committee, upon
termination of a key employee's employment for any reason during the
applicable restriction period, all shares of restricted stock still
subject to restriction will be subject to forfeiture by the key employee.
Under the 1995 Plan, the Committee will have the authority at its
discretion to waive in whole or in part any or all remaining restrictions
with respect to shares of restricted stock granted to a key employee.
Performance Shares. The 1995 Plan also provides for the
granting of performance shares to key employees. The Committee will
determine the applicable performance period, the performance goal or goals
to be achieved during any performance period, the proportion of payments,
if any, to be made for performance between the minimum and full
performance levels, the restrictions applicable to shares of restricted
stock received upon payment of performance shares if payment is made in
such manner, and any other terms, conditions and rights relating to the
grant of performance shares. Performance goals established by the
Committee under the 1995 Plan may be based on one or more measures such as
return on shareholders' equity, earnings or such other standard or
standards deemed relevant by the Committee, measured internally or
relative to other organizations and before or after extraordinary items.
Payment on performance shares held by key employees will be made in Common
Shares (which, at the discretion of the Committee, may be shares of
restricted stock) equal to the number of performance shares payable. The
Committee may provide that, during a performance period, key employees
will be paid cash amounts, with respect to each performance share held by
such key employees, equal to the cash dividend paid on a Common Share.
Participating key employees shall have no voting rights with respect to
performance shares held by them.
The Committee may at any time adjust performance goals (up or
down) in minimum or full performance levels (and any intermediate levels
in proportion of payments related thereto), adjust the manner in which
performance goals are measured, or shorten any performance period or waive
in whole or part any or all remaining restrictions with respect to shares
of restricted stock issued in payment of performance shares, if the
Committee determines that economic, competitive or other conditions,
changes in generally accepted accounting principles, changes in the
Company's accounting policies, acquisitions or dispositions by the
Company, or the occurrence of other unusual events so warrant.
Adjustments
If any dividend or other distribution, recapitalization, stock
split, reverse stock split, reorganization, merger, consolidation, split-
up, spin-off, combination or exchange of Common Shares subject to the 1995
Plan or other securities of the Company, or other similar corporate
transaction or event affects the Common Shares so that an adjustment is
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the 1995 Plan, then
the Committee will generally have the authority to, in such manner as it
deems equitable, adjust (a) the number and type of Common Shares subject
to the 1995 Plan and which thereafter may be made the subject of awards;
(b) the number and type of Common Shares subject to outstanding awards;
and (c) the grant, purchase or exercise price with respect to any award,
or may make provision for a cash payment to the holder of an outstanding
award.
Limits on Transferability
No award granted under the 1995 Plan may be assigned, sold,
transferred or encumbered by any participant, otherwise than by will, by
designation of a beneficiary, or by the laws of descent and distribution.
Each award will be exercisable during the participant's lifetime only by
such participant or, if permissible under applicable law, by the
participant's guardian or legal representative. The 1995 Plan also
imposes several other restrictions on transferability and exercisability
on awards granted thereunder to ensure compliance with Rule 16b-3 under
the Exchange Act.
Amendment and Termination
The Board may amend, suspend or terminate the 1995 Plan at any
time, except that shareholder approval of any amendment to the 1995 Plan
must first be obtained if otherwise required by: (a) the rules or
regulations under Section 16 of the Exchange Act; (b) the Code or any
rules thereunder; or (c) the listing requirements of the New York Stock
Exchange or any other principal securities exchange or market on which the
Common Shares are then traded. Termination of the 1995 Plan shall not
affect the rights of key employees with respect to awards previously
granted to them, and all unexpired awards shall continue in force after
termination except as they may lapse or be terminated by their own terms
and conditions. No award may be granted under the 1995 Plan after the
tenth anniversary of its effective date. The term of awards granted on or
prior to such tenth anniversary date, unless otherwise expressly provided,
may extend beyond such date.
Withholding
Not later than the date as of which an amount first becomes
includible in the gross income of a key employee for federal income tax
purposes with respect to any award under the 1995 Plan, the key employee
will be required to pay to the Company, or make arrangements satisfactory
to the Company regarding the payment of, any federal, state, local or
foreign taxes of any kind required by law to be withheld with respect to
such amount. Unless otherwise determined by the Committee, withholding
obligations arising with respect to awards under the 1995 Plan may be
settled with Common Shares except that the key employee may not settle
such obligations with Common Shares that are part of, or are received upon
exercise of, the award that gives rise to the withholding requirement.
The obligations of the Company under the 1995 Plan are conditional on such
payment or arrangements, and the Company and any affiliate will, to the
extent permitted by law, have the right to deduct any such taxes from any
payment otherwise due to the key employee. The Committee may establish
such procedures as it deems appropriate for the settling of withholding
obligations with Common Shares.
Certain Federal Income Tax Consequences
Stock Options. The grant of a stock option under the 1995 Plan
will create no income tax consequences to the key employee or the Company.
A key employee who is granted a nonqualified stock option will generally
recognize ordinary income at the time of exercise in an amount equal to
the excess of the fair market value of the Common Shares at such time over
the exercise price. The Company will be entitled to a deduction in the
same amount and at the same time as ordinary income is recognized by the
key employee. A subsequent disposition of the Common Shares will give
rise to capital gain or loss to the extent the amount realized from the
sale differs from the tax basis (i.e., the fair market value of the Common
Shares on the date of exercise). This capital gain or loss will be a
long-term capital gain or loss if the Common Shares had been held for more
than one year from the date of exercise.
In general, a key employee will recognize no income or gain as a
result of exercise of an ISO (except that the alternative minimum tax may
apply). Except as described below, any gain or loss realized by the key
employee on the disposition of the Common Shares acquired pursuant to the
exercise of an ISO will be treated as a long-term capital gain or loss.
No deduction will be allowed to the Company. If the key employee fails to
hold the Common Shares acquired pursuant to the exercise of an ISO for at
least two years from the date of grant and one year from the date of
exercise, the key employee will recognize ordinary income at the time of
the disposition equal to the lesser of (a) the gain realized on the
disposition or (b) the excess of the fair market value of the Common
Shares on the date of exercise over the exercise price. The Company will
be entitled to a deduction in the same amount and at the same time as
ordinary income is recognized by the key employee. Any additional gain
realized by the key employee over the fair market value at the time of
exercise will be treated as a capital gain. This capital gain will be a
long-term capital gain if the Common Shares had been held for more than
one year from the date of exercise.
Stock Appreciation Rights. The grant of an SAR will create no
income tax consequences for the key employee or the Company. Upon
exercise of an SAR, the key employee will recognize ordinary income equal
to the amount of any cash and the fair market value of any Common Shares
or other property received, except that if the key employee receives an
option, shares of restricted stock or performance shares upon exercise of
an SAR, recognition of income may be deferred in accordance with the rules
applicable to such other awards. The Company will be entitled to a
deduction in the same amount and at the same time as income is recognized
by the key employee.
Restricted Stock. A key employee will not recognize income upon
the award of restricted stock under the 1995 Plan unless the election
described below is made. However, an individual who has not made such an
election will recognize ordinary income at the end of the applicable
restriction period in an amount equal to the fair market value of the
restricted stock at such time. The Company will be entitled to a
corresponding deduction in the same amount and at the same time as the key
employee recognizes income. Any otherwise taxable disposition of the
restricted stock after the end of the applicable restriction period will
result in capital gain or loss (long-term or short-term depending on the
length of time the restricted stock is held after the end of the
applicable restriction period). Dividends paid in cash and received by a
key employee prior to the end of the applicable restriction period will
constitute ordinary income to the key employee in the year paid. The
Company will be entitled to a corresponding deduction for such dividends.
Any dividends paid in stock will be treated as an award of additional
restricted stock subject to the tax treatment described herein.
A key employee may, within 30 days after the date of the award
of restricted stock, elect to recognize ordinary income as of the date of
the award in an amount equal to the fair market value of such restricted
stock on the date of the award. The Company will be entitled to a
corresponding deduction in the same amount and at the same time as the key
employee recognizes income. If the election is made, any cash dividends
received with respect to the restricted stock will be treated as dividend
income to the key employee in the year of payment and will not be
deductible by the Company. Any otherwise taxable disposition of the
restricted stock (other than by forfeiture) will result in capital gain or
loss (long-term or short-term depending on the holding period). If the
key employee who has made an election subsequently forfeits the restricted
stock, the key employee will not be entitled to deduct any loss. In
addition, the Company would then be required to include as ordinary income
the amount of the deduction it originally claimed with respect to such
shares.
Performance Shares. The grant of performance shares will create
no income tax consequences for the key employee or the Company. Upon the
receipt of cash, Common Shares or other property at the end of the
applicable performance period, the key employee will recognize ordinary
income equal to the amount of any cash and the fair market value of any
shares or other property received, except that if the key employee
receives an option, shares of restricted stock or SARs in payment of
performance shares, recognition of income may be deferred in accordance
with the rules applicable to such other awards. In addition, the key
employee will recognize ordinary income upon the receipt of cash payments
that are based on the amount of dividends paid by the Company with respect
to Common Shares. The Company will be entitled to a deduction in the same
amount and at the same time as income is recognized by the key employee.
Future Awards
No awards have yet been granted under the 1995 Plan and the
Company cannot currently determine the awards that may be granted in the
future to the named executive officers or key employees under the 1995
Plan. Such determinations will be made from time to time by the
Committee. As indicated above, Stephen H. Marcus is not eligible to
receive awards under the 1995 Plan. During fiscal 1995, options to
purchase a total of 61,150 and 11,000 shares were granted to all employees
(excluding executive officers) and all executive officers, respectively,
under the 1987 Stock Option Plan at a per share exercise price of $26.625.
Stock options granted under the 1987 Stock Option Plan to the named
executive officers during fiscal 1995 are disclosed under the caption
"Executive Compensation."
On August 11, 1995, the last reported sales price per Common
Share on the New York Stock Exchange was $31.50.
Vote Required
The affirmative vote of the holders of a majority of the votes
represented by Common Shares and Class B Shares represented and voted
together as a single class at the Meeting is required to approve the 1995
Plan. Any votes represented by Common Shares and/or Class B Shares not
voted at the Meeting, whether due to broker nonvotes or otherwise (except
abstentions), will have no impact regarding the proposal to approve the
1995 Plan. Common Shares and Class B Shares as to which holders abstain
from voting will be treated as votes against approval of the 1995 Plan.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE 1995 PLAN. COMMON
SHARES OR CLASS B SHARES REPRESENTED AT THE ANNUAL MEETING BY EXECUTED BUT
UNMARKED PROXIES WILL BE VOTED "FOR" THE 1995 PLAN.
OTHER MATTERS
Representatives from Ernst & Young LLP are expected to be
present at the Meeting and will have an opportunity to make a statement if
they so desire and will be available to respond to appropriate shareholder
questions.
The Board does not intend to present at the Meeting any matters
for shareholder action other than the matters described in the Notice of
Annual Meeting. The Board knows of no other matters to be brought before
the Meeting which will require the vote of shareholders. For other
business to be properly brought before the Meeting by a shareholder, such
shareholder must give written notice of such proposed business complying
with the Company's By-laws to the Secretary of the Company not less than
15 days in advance of the Meeting. If any other business or matters
should properly come before the Meeting, the proxies named in the
accompanying proxy will vote on such business or matters in accordance
with their best judgment.
The Company has filed an Annual Report on Form 10-K with the
Securities and Exchange Commission for its 1995 fiscal year which ended on
May 25, 1995. The Company will provide a copy of such Form 10-K
(excluding exhibits) without charge to each person who is a record or
beneficial owner of Common Shares or Class B Shares on the Record Date and
who submits a written request therefor. Exhibits to the Form 10-K will be
furnished upon payment of the fee described in the list of exhibits
accompanying the copy of Form 10-K. Requests for copies of the Form 10-K
and any exhibits thereto should be addressed to Thomas F. Kissinger,
General Counsel and Secretary, The Marcus Corporation, 250 East Wisconsin
Avenue, Suite 1700, Milwaukee, Wisconsin 53202-4220.
The cost of soliciting proxies will be paid by the Company. The
Company expects to solicit proxies primarily by mail. Proxies may also be
solicited personally and by telephone by certain officers and regular
employees of the Company. It is not anticipated that anyone will be
specially engaged to solicit proxies or that special compensation will be
paid for that purpose, but the Company reserves the right to do so should
it conclude that such efforts are needed. The Company will reimburse
brokers and other holders of record for their expenses in communicating
with the persons for whom they hold Common Shares or Class B Shares.
A shareholder wishing to include a proposal in the Company's
proxy statement for its 1995 Annual Meeting of Shareholders must forward
the proposal to the Company by May 1, 1996.
On Behalf of the Board of Directors
THOMAS F. KISSINGER
Thomas F. Kissinger
General Counsel and Secretary
Milwaukee, Wisconsin
August 29, 1995
Attachments
<PAGE>
Appendix A
THE MARCUS CORPORATION
1995 EQUITY INCENTIVE PLAN
Section 1. Purpose
The purpose of The Marcus Corporation 1995 Equity Incentive Plan
(the "Plan") is to promote the best interests of The Marcus Corporation
(the "Company") and its shareholders by providing key employees of the
Company and its Affiliates (as defined below) with an opportunity to
acquire a, or increase their, proprietary interest in the Company. It is
intended that the Plan will promote continuity of management and increased
incentive and personal interest in the welfare of the Company by those key
employees who are primarily responsible for shaping and carrying out the
long-range plans of the Company and securing the Company's continued
growth and financial success.
Section 2. Definitions
As used in the Plan, the following terms shall have the
respective meanings set forth below:
(a) "Affiliate" shall mean any entity that, directly or through
one or more intermediaries, is controlled by, controls, or is under common
control with, the Company.
(b) "Award" shall mean any Option, Stock Appreciation Right,
Restricted Stock or Performance Share granted under the Plan.
(c) "Award Agreement" shall mean any written agreement,
contract or other instrument or document evidencing any Award granted
under the Plan.
(d) "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.
(e) "Commission" shall mean the Securities and Exchange
Commission.
(f) "Committee" shall mean the Compensation and Personnel
Committee of the Board of Directors of the Company (or any other committee
thereof designated by such Board to administer the Plan); provided,
however, that the Committee is composed of not less than two directors,
each of whom is a "disinterested person" within the meaning of Rule 16b-3.
(g) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended from time to time.
(h) "Fair Market Value" shall mean, with respect to any
property (including, without limitation, any Shares or other securities),
the fair market value of such property determined by such methods or
procedures as shall be established from time to time by the Committee.
(i) "Incentive Stock Option" shall mean an option granted under
Section 6(a) of the Plan that is intended to meet the requirements of
Section 422 of the Code (or any successor provision thereto).
(j) "Key Employee" shall mean any officer or other key employee
of the Company or of any Affiliate who is responsible for or contributes
to the management, growth or profitability of the business of the Company
or any Affiliate as determined by the Committee in its discretion.
(k) "Non-Qualified Stock Option" shall mean an option granted
under Section 6(a) of the Plan that is not intended to be an Incentive
Stock Option.
(l) "Option" shall mean an Incentive Stock Option or a Non-
Qualified Stock Option.
(m) "Participating Key Employee" shall mean a Key Employee
designated to be granted an Award under the Plan.
(n) "Performance Period" shall mean, in relation to Performance
Shares, any period for which a performance goal or goals have been
established.
(o) "Performance Share" shall mean any right granted under
Section 6(d) of the Plan that will be paid out as a Share (which, in
specified circumstances, may be a Share of Restricted Stock).
(p) "Person" shall mean any individual, corporation,
partnership, association, joint-stock company, trust, unincorporated
organization or government or political subdivision thereof.
(q) "Released Securities" shall mean Shares of Restricted Stock
with respect to which all applicable restrictions have expired, lapsed or
been waived.
(r) "Restricted Securities" shall mean Awards of Restricted
Stock or other Awards under which issued and outstanding Shares are held
subject to certain restrictions.
(s) "Restricted Stock" shall mean any Share granted under
Section 6(c) of the Plan or, in specified circumstances, a Share paid in
connection with a Performance Share under Section 6(e) of the Plan.
(t) "Rule 16b-3" shall mean Rule 16b-3 as promulgated by the
Commission under the Exchange Act, or any successor rule or regulation
thereto.
(u) "Shares" shall mean shares of common stock of the Company,
$1 par value, and such other securities or property as may become subject
to Awards pursuant to an adjustment made under Section 4(b) of the Plan.
(v) "Stock Appreciation Right" shall mean any right granted
under Section 6(b) of the Plan.
Section 3. Administration
The Plan shall be administered by the Committee; provided,
however, that if at any time the Committee shall not be in existence, the
functions of the Committee as specified in the Plan shall be exercised by
those members of the Board of Directors of the Company who qualify as
"disinterested persons" under Rule 16b-3. Subject to the terms of the
Plan and applicable laws and without limitation by reason of enumeration,
the Committee shall have full discretionary power and authority to: (i)
designate Participating Key Employees; (ii) determine the type or types of
Awards to be granted to each Participating Key Employee under the Plan;
(iii) determine the number of Shares to be covered by (or with respect to
which payments, rights or other matters are to be calculated in connection
with) Awards granted to Participating Key Employees; (iv) determine the
terms and conditions of any Award granted to a Participating Key Employee;
(v) determine whether, to what extent and under what circumstances Awards
granted to Participating Key Employees may be settled or exercised in
cash, Shares, other securities, other Awards or other property, and the
method or methods by which Awards may be settled, exercised, canceled,
forfeited or suspended; (vi) determine whether, to what extent and under
what circumstances cash, Shares, other Awards and other amounts payable
with respect to an Award granted to Participating Key Employees under the
Plan shall be deferred either automatically or at the election of the
holder thereof or of the Committee; (vii) interpret and administer the
Plan and any instrument or agreement relating to, or Award made under, the
Plan (including, without limitation, any Award Agreement); (viii)
establish, amend, suspend or waive such rules and regulations and appoint
such agents as it shall deem appropriate for the proper administration of
the Plan; and (ix) make any other determination and take any other action
that the Committee deems necessary or desirable for the administration of
the Plan. Unless otherwise expressly provided in the Plan, all
designations, determinations, interpretations and other decisions under or
with respect to the Plan or any Award shall be within the sole discretion
of the Committee, may be made at any time or from time to time, and shall
be final, conclusive and binding upon all Persons, including the Company,
any Affiliate, any Participating Key Employee, any holder or beneficiary
of any Award, any shareholder and any employee of the Company or of any
Affiliate.
Section 4. Shares Available for Award
(a) Shares Available. Subject to adjustment as provided in
Section 4(b):
(i) Number of Shares Available. The number of Shares with
respect to which Awards may be granted under the Plan shall be
500,000, subject to the limitations set forth in Section 6(c)(i).
(ii) Accounting for Awards. The number of Shares covered
by an Award under the Plan, or to which such Award relates, shall be
counted on the date of grant of such Award against the number of
Shares available for granting Awards under the Plan.
(iii) Sources of Shares Deliverable Under Awards. Any
Shares delivered pursuant to an Award may consist, in whole or in
part, of authorized and unissued Shares or of treasury Shares.
(b) Adjustments. In the event that the Committee shall
determine that any dividend or other distribution (whether in the form of
cash, Shares, other securities or other property), recapitalization, stock
split, reverse stock split, reorganization, merger, consolidation, split-
up, spin-off, combination, repurchase or exchange of Shares or other
securities of the Company, issuance of warrants or other rights to
purchase Shares or other securities of the Company, or other similar
corporate transaction or event affects the Shares such that an adjustment
is determined by the Committee to be appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to
be made available under the Plan, then the Committee may, in such manner
as it may deem equitable, adjust any or all of (i) the number and type of
Shares subject to the Plan and which thereafter may be made the subject of
Awards under the Plan; (ii) the number and type of Shares subject to
outstanding Awards; and (iii) the grant, purchase or exercise price with
respect to any Award, or, if deemed appropriate, make provision for a cash
payment to the holder of an outstanding Award; provided, however, in each
case, that with respect to Awards of Incentive Stock Options no such
adjustment shall be authorized to the extent that such authority would
cause the Plan to violate Section 422(b) of the Code (or any successor
provision thereto); and provided further that the number of Shares subject
to any Award payable or denominated in Shares shall always be a whole
number.
Section 5. Eligibility
Any Key Employee, including any executive officer or employee-
director of the Company or of any Affiliate, who is not a member of the
Committee shall be eligible to be designated a Participating Key Employee.
Ben Marcus, Stephen H. Marcus, Diane Marcus Gershowitz and any other
person who beneficially owns, directly or indirectly (taking into account
stock ownership attributed to such person pursuant to Section 425(d) of
the Code), stock possessing more than five percent (5%) of the total
combined voting power of all classes of stock of the Company or of any
Affiliate of the Company shall not be eligible to receive Awards under the
Plan.
Section 6. Awards
(a) Option Awards. The Committee is hereby authorized to grant
Options to Key Employees with the terms and conditions as set forth below
and with such additional terms and conditions, in either case not
inconsistent with the provisions of the Plan, as the Committee shall
determine in its discretion.
(i) Exercise Price. The exercise price per Share of an
Option granted pursuant to this Section 6(a) shall be determined by
the Committee; provided, however, that such exercise price shall not
be less than 100% of the Fair Market Value of a Share on the date of
grant of such Option.
(ii) Option Term. The term of each Option shall be fixed
by the Committee; provided, however, that in no event shall the term
of any Option exceed a period of five years from the date of its
grant.
(iii) Exercisability and Method of Exercise. An Option
shall become exercisable in such manner and within such period or
periods and in such installments or otherwise as shall be determined
by the Committee. The Committee also shall determine the method or
methods by which, and the form or forms, including, without
limitation, cash, Shares, other securities, other Awards, other
property or any combination thereof, having a Fair Market Value on
the exercise date equal to the relevant exercise price, in which
payment of the exercise price with respect to any Option may be made
or deemed to have been made.
(iv) Incentive Stock Options. The terms of any Incentive
Stock Option granted under the Plan shall comply in all respects with
the provisions of Section 422 of the Code (or any successor provision
thereto) and any regulations promulgated thereunder. Notwithstanding
any provision in the Plan to the contrary, no Incentive Stock Option
may be granted hereunder after the tenth anniversary of the adoption
of the Plan by the Board of Directors of the Company.
(b) Stock Appreciation Right Awards. The Committee is hereby
authorized to grant Stock Appreciation Rights to Key Employees. Subject
to the terms of the Plan and any applicable Award Agreement, a Stock
Appreciation Right granted under the Plan shall confer on the holder
thereof a right to receive, upon exercise thereof, the excess of (i) the
Fair Market Value of one Share on the date of exercise over (ii) the grant
price of the Stock Appreciation Right as specified by the Committee, which
shall not be less than 100% of the Fair Market Value of one Share on the
date of grant of the Stock Appreciation Right. Subject to the terms of
the Plan, the grant price, term, methods of exercise, methods of
settlement (including whether the Participating Key Employee will be paid
in cash, Shares, other securities, other Awards, or other property or any
combination thereof), and any other terms and conditions of any Stock
Appreciation Right shall be as determined by the Committee in its
discretion. The Committee may impose such conditions or restrictions on
the exercise of any Stock Appreciation Right as it may deem appropriate,
including, without limitation, restricting the time of exercise of the
Stock Appreciation Right to specified periods as may be necessary to
satisfy the requirements of Rule 16b-3.
(c) Restricted Stock Awards.
(i) Issuance. The Committee is hereby authorized to grant
Awards of Restricted Stock to Key Employees; provided, however, that
the aggregate number of Shares of Restricted Stock granted under the
Plan to all Participating Key Employees as a group shall not exceed
50,000 Shares (such number of Shares subject to adjustment in
accordance with the terms of Section 4(b) hereof) of the total number
of Shares available for Awards under Section 4(a)(i).
(ii) Restrictions. Shares of Restricted Stock granted to
Participating Key Employees shall be subject to such restrictions as
the Committee may impose in its discretion (including, without
limitation, any limitation on the right to vote a Share of Restricted
Stock or the right to receive any dividend or other right or
property), which restrictions may lapse separately or in combination
at such time or times, in such installments or otherwise, as the
Committee may deem appropriate in its discretion.
(iii) Registration. Any Restricted Stock granted under
the Plan to a Participating Key Employee may be evidenced in such
manner as the Committee may deem appropriate in its discretion,
including, without limitation, book-entry registration or issuance of
a stock certificate or certificates. In the event any stock
certificate is issued in respect of Shares of Restricted Stock
granted under the Plan to a Participating Key Employee, such
certificate shall be registered in the name of the Participating Key
Employee and shall bear an appropriate legend (as determined by the
Committee) referring to the terms, conditions and restrictions
applicable to such Restricted Stock.
(iv) Payment of Restricted Stock. At the end of the
applicable restriction period relating to Restricted Stock granted to
a Participating Key Employee, one or more stock certificates for the
appropriate number of Shares, free of restrictions imposed under the
Plan, shall be delivered to the Participating Key Employee or, if the
Participating Key Employee received stock certificates representing
the Restricted Stock at the time of grant, the legends placed on such
certificates shall be removed.
(v) Forfeiture. Except as otherwise determined by the
Committee in its discretion, upon termination of employment of a
Participating Key Employee (as determined under criteria established
by the Committee in its discretion) for any reason during the
applicable restriction period, all Shares of Restricted Stock still
subject to restriction shall be forfeited by the Participating Key
Employee; provided, however, that the Committee may, when it finds
that a waiver would be in the best interests of the Company, waive in
whole or in part any or all remaining restrictions with respect to
Shares of Restricted Stock held by a Participating Key Employee.
(d) Performance Share Awards.
(i) Issuance. The Committee is hereby authorized to grant
Awards of Performance Shares to Key Employees.
(ii) Performance Goals and Other Terms. The Committee
shall determine in its discretion the Performance Period, the
performance goal or goals to be achieved during any Performance
Period, the proportion of payments, if any, to be made for
performance between the minimum and full performance levels, the
restrictions applicable to Shares of Restricted Stock received upon
payment of Performance Shares if Performance Shares are paid in such
manner, and any other terms, conditions and rights relating to a
grant of Performance Shares. Performance goals established by the
Committee may be based on one or more measures such as return on
shareholders' equity, earnings or any other standard or standards
deemed relevant by the Committee, measured internally or relative to
other organizations and before or after extraordinary items.
(iii) Rights and Benefits During the Performance
Period. The Committee may provide that, during a Performance Period,
a Participating Key Employee shall be paid cash amounts, with respect
to each Performance Share held by such Participating Key Employee, in
the same manner, at the same time, and in the same amount paid, as a
cash dividend on a Share. Participating Key Employees shall have no
voting rights with respect to Performance Shares held by them.
(iv) Adjustments with Respect to Performance Shares. Any
other provision of the Plan to the contrary notwithstanding, the
Committee may in its discretion at any time or from time to time
adjust performance goals (up or down) and minimum or full performance
levels (and any intermediate levels and proportion of payments
related thereto), adjust the manner in which performance goals are
measured, or shorten any Performance Period or waive in whole or in
part any or all remaining restrictions with respect to Shares of
Restricted Stock issued in payment of Performance Shares, if the
Committee determines that conditions, including but not limited to,
changes in the economy, changes in competitive conditions, changes in
laws or governmental regulations, changes in generally accepted
accounting principles, changes in the Company's accounting policies,
acquisitions or dispositions by the Company or its Affiliates, or the
occurrence of other unusual, unforeseen or extraordinary events, so
warrant.
(v) Payment of Performance Shares. As soon as is
reasonably practicable following the end of the applicable
Performance Period, one or more certificates representing the number
of Shares equal to the number of Performance Shares payable shall be
registered in the name of and delivered to the Participating Key
Employee; provided, however, that any Shares of Restricted Stock
payable in connection with Performance Shares shall, pending the
expiration, lapse, or waiver of the applicable restrictions, be
evidenced in the manner as set forth in Section 6(c)(iii) hereof.
(e) General.
(i) No Consideration for Awards. Awards shall be granted
to Participating Key Employees for no cash consideration unless
otherwise determined by the Committee.
(ii) Award Agreements. Each Award granted under the Plan
shall be evidenced by an Award Agreement in such form (consistent
with the terms of the Plan) as shall have been approved by the
Committee.
(iii) Awards May Be Granted Separately or Together.
Awards to Participating Key Employees under the Plan may be granted
either alone or in addition to, in tandem with, or in substitution
for, any other Award or any award granted under any other plan of the
Company or any Affiliate. Awards granted in addition to, or in
tandem with, other Awards, or in addition to, or in tandem with,
awards granted under any other plan of the Company or any Affiliate,
may be granted either at the same time as or at a different time from
the grant of such other Awards or awards.
(iv) Forms of Payment Under Awards. Subject to the terms
of the Plan and of any applicable Award Agreement, payments or
transfers to be made by the Company or an Affiliate upon the grant,
exercise or payment of an Award to a Participating Key Employee may
be made in such form or forms as the Committee shall determine, and
may be made in a single payment or transfer, in installments, or on a
deferred basis, in each case in accordance with rules and procedures
established by the Committee in its discretion. Such rules and
procedures may include, without limitation, provisions for the
payment or crediting of interest on installment or deferred payments.
(v) Limits on Transfer of Awards. No Award (other than
Released Securities), and no right under any such Award, shall be
assignable, alienable, saleable or transferable by a Participating
Key Employee otherwise than by will or by the laws of descent and
distribution (or, in the case of an Award of Restricted Securities,
to the Company); provided, however, that a Participating Key Employee
at the discretion of the Committee may be entitled, in the manner
established by the Committee, to designate a beneficiary or
beneficiaries to exercise his or her rights, and to receive any
property distributable, with respect to any Award upon the death of
the Participating Key Employee. Each Award, and each right under any
Award, shall be exercisable, during the lifetime of the Participating
Key Employee, only by such individual or, if permissible under
applicable law, by such individual's guardian or legal
representative. No Award (other than Released Securities), and no
right under any such Award, may be pledged, alienated, attached or
otherwise encumbered, and any purported pledge, alienation,
attachment or encumbrance thereof shall be void and unenforceable
against the Company or any Affiliate.
(vi) Term of Awards. Except as otherwise provided in the
Plan, the term of each Award shall be for such period as may be
determined by the Committee.
(vii) Rule 16b-3 Six-Month Limitations. To the extent
required in order to comply with Rule 16b-3 only, any equity security
offered pursuant to the Plan may not be sold for at least six months
after acquisition, except in the case of death or disability, and any
derivative security issued pursuant to the Plan shall not be
exercisable for at least six months, except in case of death or
disability of the holder thereof. Terms used in the preceding
sentence shall, for the purposes of such sentence only, have the
meanings, if any, assigned or attributed to them under Rule 16b-3.
(viii) Share Certificates; Representation. In addition
to the restrictions imposed pursuant to Section 6(c) and Section 6(d)
hereof, all certificates for Shares delivered under the Plan pursuant
to any Award or the exercise thereof shall be subject to such stop
transfer orders and other restrictions as the Committee may deem
advisable under the Plan or the rules, regulations and other
requirements of the Commission, New York Stock Exchange or any other
stock exchange or other market upon which such Shares are then listed
or traded, and any applicable federal or state securities laws, and
the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions. The
Committee may require each Participating Key Employee, or other
Person who acquires Shares under the Plan by means of an Award
originally made to a Participating Key Employee to represent to the
Company in writing that such Participating Key Employee, or other
Person is acquiring the Shares without a view to the distribution
thereof.
Section 7. Amendment and Termination of the Plan; Correction of
Defects and Omissions
(a) Amendments to and Termination of the Plan. The Board of
Directors of the Company may at any time amend, alter, suspend,
discontinue or terminate the Plan; provided, however, that shareholder
approval of any amendment of the Plan shall also be obtained if otherwise
required by: (i) the rules and/or regulations promulgated under Section 16
of the Exchange Act (in order for the Plan to remain qualified under Rule
16b-3); (ii) the Code or any rules promulgated thereunder (in order to
allow for Incentive Stock Options to be granted under the Plan); or (iii)
the listing requirements of the New York Stock Exchange or any other
principal securities exchange or market on which the Shares are then
traded (in order to maintain the listing of the Shares thereon).
Termination of the Plan shall not affect the rights of Participating Key
Employees with respect to Awards previously granted to them, and all
unexpired Awards shall continue in force and effect after termination of
the Plan except as they may lapse or be terminated by their own terms and
conditions.
(b) Correction of Defects, Omissions and Inconsistencies. The
Committee may in its discretion correct any defect, supply any omission or
reconcile any inconsistency in any Award or Award Agreement in the manner
and to the extent it shall deem desirable to carry the Plan into effect.
Section 8. General Provisions
(a) No Rights to Awards. No Key Employee, Participating Key
Employee or other Person shall have any claim to be granted any Award
under the Plan, and there is no obligation for uniformity of treatment of
Key Employees, Participating Key Employees or holders or beneficiaries of
Awards under the Plan. The terms and conditions of Awards need not be the
same with respect to each Participating Key Employee.
(b) Withholding. No later than the date as of which an amount
first becomes includable in the gross income of a Participating Key
Employee for federal income tax purposes with respect to any Award under
the Plan, the Participating Key Employee shall pay to the Company, or make
arrangements satisfactory to the Company regarding the payment of, any
federal, state, local or foreign taxes of any kind required by law to be
withheld with respect to such amount. Unless otherwise determined by the
Committee, withholding obligations arising with respect to Awards to
Participating Key Employees under the Plan may be settled with Shares
previously owned by the Participating Key Employee; provided, however,
that the Participating Key Employee may not settle such obligations with
Shares that are part of, or are received upon exercise of, the Award that
gives rise to the withholding requirement. The obligations of the Company
under the Plan shall be conditional on such payment or arrangements, and
the Company and any Affiliate shall, to the extent permitted by law, have
the right to deduct any such taxes from any payment otherwise due to the
Participating Key Employee. The Committee may establish such procedures
as it deems appropriate for the settling of withholding obligations with
Shares, including, without limitation, the establishment of such
procedures as may be necessary to satisfy the requirements of Rule 16b-3.
(c) No Limit on Other Compensation Arrangements. Nothing
contained in the Plan shall prevent the Company or any Affiliate from
adopting or continuing in effect other or additional compensation
arrangements, and such arrangements may be either generally applicable or
applicable only in specific cases.
(d) Rights and Status of Recipients of Awards. The grant of an
Award shall not be construed as giving a Participating Key Employee the
right to be retained in the employ of the Company or any Affiliate.
Further, the Company or any Affiliate may at any time dismiss a
Participating Key Employee from employment, free from any liability, or
any claim under the Plan, unless otherwise expressly provided in the Plan
or in any Award Agreement. Except for rights accorded under the Plan and
under any applicable Award Agreement, Participating Key Employees shall
have no rights as holders of Shares as a result of the granting of Awards
hereunder.
(e) Unfunded Status of the Plan. Unless otherwise determined
by the Committee, the Plan shall be unfunded and shall not create (or be
construed to create) a trust or a separate fund or funds. The Plan shall
not establish any fiduciary relationship between the Company or the
Committee and any Participating Key Employee or other Person. To the
extent any Person holds any right by virtue of a grant under the Plan,
such right (unless otherwise determined by the Committee) shall be no
greater than the right of an unsecured general creditor of the Company.
(f) Governing Law. The validity, construction and effect of
the Plan and any rules and regulations relating to the Plan shall be
determined in accordance with the internal laws of the State of Wisconsin
and applicable federal law.
(g) Severability. If any provision of the Plan or any Award
Agreement or any Award is or becomes or is deemed to be invalid, illegal
or unenforceable in any jurisdiction, or as to any Person or Award, or
would disqualify the Plan, any Award Agreement or any Award under any law
deemed applicable by the Committee, such provision shall be construed or
deemed amended to conform to applicable laws, or if it cannot be so
construed or deemed amended without, in the determination of the
Committee, materially altering the intent of the Plan, any Award Agreement
or the Award, such provision shall be stricken as to such jurisdiction,
Person or Award, and the remainder of the Plan, any such Award Agreement
and any such Award shall remain in full force and effect.
(h) No Fractional Shares. No fractional Shares or other
securities shall be issued or delivered pursuant to the Plan, any Award
Agreement or any Award, and the Committee shall determine (except as
otherwise provided in the Plan) whether cash, other securities or other
property shall be paid or transferred in lieu of any fractional Shares or
other securities, or whether such fractional Shares or other securities or
any rights thereto shall be canceled, terminated or otherwise eliminated.
(i) Headings. Headings are given to the Sections and
subsections of the Plan solely as a convenience to facilitate reference.
Such headings shall not be deemed in any way material or relevant to the
construction or interpretation of the Plan or any provision thereof.
Section 9. Effective Date of the Plan
The Plan shall be effective as of the date the Plan is adopted
by the shareholders, provided such shareholder approval of the Plan is
within 12 months following the date of adoption of the Plan by the Board
of Directors, and all Awards granted under the Plan prior to the date of
shareholder approval shall be subject to such approval and the effective
date of such Award grants shall be deemed to be the date of such
shareholder approval.
Section 10. Term of the Plan
No Award shall be granted under the Plan following the tenth
anniversary of its effective date. However, unless otherwise expressly
provided in the Plan or in an applicable Award Agreement, any Award
theretofore granted may extend beyond such date and, to the extent set
forth in the Plan, the authority of the Committee to amend, alter, adjust,
suspend, discontinue or terminate any such Award, or to waive any
conditions or restrictions with respect to any such Award, and the
authority of the Board of Directors of the Company to amend the Plan,
shall extend beyond such date.
[BLUE]
[Face of Proxy Card]
THE MARCUS CORPORATION
PROXY FOR HOLDERS OF CLASS B COMMON STOCK
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE 1995 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 28, 1995
The undersigned hereby constitutes and appoints BEN MARCUS and STEPHEN H.
MARCUS, and each of them, with the power of substitution, as proxies of
the undersigned, to vote any and all shares of Class B Common Stock of THE
MARCUS CORPORATION which the undersigned is entitled to vote at the 1995
Annual Meeting of Shareholders to be held at 10:00 A.M., local time,
September 28, 1995, at the Milwaukee Hilton, Milwaukee, Wisconsin, and at
any adjournment thereof, upon such business as may properly come before
the meeting, including the following items as more completely described in
the Proxy Statement for the meeting:
1. ELECTION OF DIRECTORS
[_] FOR all nominees listed [_] WITHHOLD AUTHORITY
below (except as marked to vote for all
to the contrary below) nominees listed below
LEE SHERMAN DREYFUS, DIANE MARCUS GERSHOWITZ, TIMOTHY E. HOEKSEMA, BEN
MARCUS, STEPHEN H. MARCUS, DANIEL F. McKEITHAN, JR., JOHN L. MURRAY, ALLAN
H. SELIG, AND GEORGE R. SLATER
TYPE (INSTRUCTIONS: To withhold authority to vote for any individual
IN nominee write that nominee's name on the space provided below.)
BOLD!
______________________________________________________________________
2. Approval of 1995 Equity Incentive Plan.
[_] For [_] Against [_] Abstain
3. Upon such other business as may properly come before the annual
meeting or any adjournment thereof in accordance with the best
judgment of such proxies.
(This proxy is continued, and is to be signed, on the reverse side.)
<PAGE>
[Reverse of Proxy Card]
PROXY NO. NO. OF SHARES OF CLASS B COMMON STOCK
The undersigned acknowledges receipt of the Notice of the Annual Meeting,
the Proxy Statement and the 1995 Annual Report to Shareholders and hereby
revokes any other proxy heretofore executed by the undersigned for such
meeting.
TYPE This proxy, when properly executed, will be voted in the manner
IN directed herein by the undersigned shareholder. If no direction
BOLD is made, this proxy will be voted FOR all nominees for director,
FOR the 1995 Equity Incentive Plan and on such other matters as
may properly come before the meeting or any adjournment thereof
in accordance with the best judgment of the proxies named
herein.
Dated:_____________________, 1995
_________________________________
(Signature of Shareholder)
_________________________________
(Signature if jointly held)
Please sign exactly as your name appears on your stock certificate. Joint
owners should each sign personally. A corporation should sign in full
corporate name by a duly authorized officer. When signing as attorney,
executor, administrator, trustee or guardian, give full title as such.
PLEASE SIGN AND MAIL PROXY IN THE ENCLOSED ENVELOPE.
NO POSTAGE REQUIRED.
<PAGE>
[WHITE]
[Face of Proxy Card]
THE MARCUS CORPORATION
PROXY FOR HOLDERS OF COMMON STOCK
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE 1995 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 28, 1995
The undersigned hereby constitutes and appoints BEN MARCUS and STEPHEN H.
MARCUS, and each of them, with the power of substitution, as proxies of
the undersigned, to vote any and all shares of Common Stock of THE MARCUS
CORPORATION which the undersigned is entitled to vote at the 1995 Annual
Meeting of Shareholders to be held at 10:00 A.M., local time, September
28, 1995, at the Milwaukee Hilton, Milwaukee, Wisconsin, and at any
adjournment thereof, upon such business as may properly come before the
meeting, including the following items as more completely described in the
Proxy Statement for the meeting:
1. ELECTION OF DIRECTORS
[_] FOR all nominees listed [_] WITHHOLD AUTHORITY
below (except as marked to vote for all
to the contrary below) nominees listed below
LEE SHERMAN DREYFUS, DIANE MARCUS GERSHOWITZ, TIMOTHY E. HOEKSEMA, BEN
MARCUS, STEPHEN H. MARCUS, DANIEL F. McKEITHAN, JR., JOHN L. MURRAY, ALLAN
H. SELIG, AND GEORGE R. SLATER
TYPE (INSTRUCTIONS: To withhold authority to vote for any individual
IN nominee write that nominee's name on the space provided below.)
BOLD!
-------------------------------------------------------------------------
2. Approval of 1995 Equity Incentive Plan.
[_] For [_] Against [_] Abstain
3. Upon such other business as may properly come before the annual
meeting or any adjournment thereof in accordance with the best
judgment of such proxies.
(This proxy is continued, and is to be signed, on the reverse side.)
<PAGE>
[Reverse of Proxy Card]
PROXY NO. NO. OF SHARES OF COMMON STOCK
The undersigned acknowledges receipt of the Notice of the Annual Meeting,
the Proxy Statement and the 1995 Annual Report to Shareholders and hereby
revokes any other proxy heretofore executed by the undersigned for such
meeting.
TYPE This proxy, when properly executed, will be voted in the manner
IN directed herein by the undersigned shareholder. If no direction
BOLD is made, this proxy will be voted FOR all nominees for director,
FOR the 1995 Equity Incentive Plan and on such other matters as
may properly come before the meeting or any adjournment thereof
in accordance with the best judgment of the proxies named
herein.
Dated:_____________________, 1995
_________________________________
(Signature of Shareholder)
_________________________________
(Signature if jointly held)
Please sign exactly as your name appears on your stock certificate. Joint
owners should each sign personally. A corporation should sign in full
corporate name by a duly authorized officer. When signing as attorney,
executor, administrator, trustee or guardian, give full title as such.
PLEASE SIGN AND MAIL PROXY IN THE ENCLOSED ENVELOPE.
NO POSTAGE REQUIRED.
