SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 18)*
THE MARCUS CORPORATION
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
566330 10 6
(CUSIP Number)
Check the following box if a fee is being paid with this statement [_].
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover
page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
<PAGE>
CUSIP NO. 566330 10 6
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Diane M. Gershowitz (###-##-####)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
Not Applicable
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF
1,520,862
SHARES
6 SHARED VOTING POWER
BENEFICIALLY
937,416
OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
1,520,862
REPORTING
PERSON
8 SHARED DISPOSITIVE POWER
WITH
937,416
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,458,278
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.5%
12 TYPE OF REPORTING PERSON
IN
<PAGE>
SEE INSTRUCTIONS BEFORE FILLING OUT!
This Amendment No. 18 to Schedule 13G with regard to The Marcus
Corporation is being filed on behalf of the undersigned to amend Item 4 of
the originally filed Schedule 13G. Except as expressly stated herein,
there have been no material changes in the information set forth in the
Schedule 13G.
Item 4. Ownership (as of the date of filing of this Amendment to
Schedule 13G):
(a) Amount Beneficially Owned: 2,458,278
(b) Percent of Class: 12.5%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 1,520,862
Shares
(ii) shared power to vote or to direct the vote: 937,416
Shares
(iii) sole power to dispose or to direct the disposition of:
1,520,862 Shares
(iv) shared power to dispose or to direct the disposition of:
937,416 Shares
Except for 2,750 shares of Common Stock which the undersigned
currently has the right to acquire upon the exercise of stock options
granted by The Marcus Corporation under its stock option plan and the 100
shares of Common Stock held by Ms. Gershowitz's husband, all of the
reported beneficial ownership of Common Stock results from the beneficial
ownership of shares of Class B Common Stock, which are convertible at any
time into Common Stock on a share-for-share basis. The percent of class
figure assumes conversion of all outstanding shares of Class B Common
Stock into shares of Common Stock. Since each share of Class B Common
stock is entitled to 10 votes as opposed to 1 vote for each share of
Common Stock, it is extremely unlikely that Ms. Gershowitz would alone
convert a significant portion of her Class B Stock into Common Stock.
Ms. Gershowitz's beneficial ownership consists of:
(i) 2,750 shares of Common Stock which Ms. Gershowitz has
the right to acquire upon exercise of stock options;
(ii) 100 shares of Common Stock held individually by
Ms. Gershowitz's husband;
(iii) 1,518,112 shares of Class B Common Stock held
individually by Ms. Gershowitz;
(iv) 299,547 shares of Class B Common Stock held by Ms.
Gershowitz as a Shareholder of Guest House Inn, Inc.
(v) 2,135 shares of Class B Common Stock held individually
by Ms. Gershowitz's husband; and
(vi) 635,634 shares of Class B Common Stock held by Ms.
Gershowitz as Trustee.
The trusts, the corporation and Mr. Gershowitz, for shares held
individually, each have the right to receive dividends and proceeds from
the sale of securities held thereby.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
January 28, 1997
Date
/s/ Stephen H. Marcus
(By Stephen H. Marcus as
attorney-in-fact pursuant to
a power of attorney previously
filed with the Commission
and incorporated by reference.
