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 ss. 240.14a-11(c) or ss.
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] No fee required.
[ ] 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 of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
THE MARCUS CORPORATION
[LOGO]
250 East Wisconsin Avenue, Suite 1700
Milwaukee, Wisconsin 53202-4220
-------------------------------------
NOTICE OF 1998 ANNUAL MEETING OF SHAREHOLDERS
To Be Held September 28, 1998
-------------------------------------
To the Shareholders of
THE MARCUS CORPORATION:
NOTICE IS HEREBY GIVEN THAT the 1998 Annual Meeting of Shareholders of
THE MARCUS CORPORATION ("Company") will be held on Monday, September 28, 1998,
at 10:00 A.M., local time, at The Midwest Express Center, 400 West Wisconsin
Avenue, Milwaukee, Wisconsin, for the following purposes:
1. To elect seven directors for the ensuing year.
2. 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 7, 1998, 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.
Shareholders are cordially invited to attend the meeting in person. A map
has been provided on the following page to assist you in locating the Midwest
Express Center. 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 1998 Annual Meeting of Shareholders is a form
of proxy and Proxy Statement.
On Behalf of the Board of Directors
/s/ Thomas F. Kissinger
Thomas F. Kissinger
General Counsel and Secretary
Milwaukee, Wisconsin
August 28, 1998
<PAGE>
The Marcus Corporation Midwest Express Center
1998 Annual Meeting 400 W. Wisconsin Avenue
September 28, 1998 Milwaukee, Wisconsin
Ballroom D
[Map Omitted]
Free parking is available for shareholders at the Milwaukee Hilton (509
W. Wisconsin Avenue) on a first-come, first-served basis. Enter the parking ramp
just south of the Hilton on 5th Street. Please see map for other nearby parking.
Shareholders may enter the Midwest Express Center at the main entrance,
or at the entrance located at the corner of 4th and Wells Streets.
<PAGE>
THE MARCUS CORPORATION
[LOGO]
--------------------------
PROXY STATEMENT
--------------------------
For
1998 Annual Meeting of Shareholders
To be Held September 28, 1998
This Proxy Statement and accompanying form of proxy are being furnished
to the shareholders of THE MARCUS CORPORATION ("Company") beginning on or about
August 28, 1998, in connection with the solicitation of proxies by the Board of
Directors of the Company ("Board") for use at the Company's 1998 Annual Meeting
of Shareholders to be held on Monday, September 28, 1998, at 10:00 A.M., local
time, at The Midwest Express Center, 400 West Wisconsin Avenue, Milwaukee,
Wisconsin, and at any adjournment thereof (collectively, "Meeting"), for the
purposes set forth in the attached Notice of 1998 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 seven director
nominees set forth below and (ii) 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 7,
1998 ("Record Date"), are entitled to vote at the Meeting. As of the Record
Date, the Company had outstanding and entitled to vote 18,517,345 Common Shares
and 12,672,168 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 145,239,025, consisting of
18,517,345 votes represented by outstanding Common Shares and 126,721,680 votes
represented by outstanding Class B Shares.
<PAGE>
ELECTION OF DIRECTORS
At the Meeting, the Company's shareholders will elect seven directors of
the Company, constituting the entire Board, to hold office until the Company's
1999 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. 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.
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 as of the Record Date, are set forth below.
<TABLE>
<CAPTION>
Director
Name Current Principal Occupation Age Since
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Stephen H. Marcus Chairman of the Board, President and Chief Executive Officer 63 1969
of the Company(1)(2)(3)
Diane Marcus Gershowitz Real estate management and investments(1)(3) 59 1985
Daniel F. McKeithan, Jr. President and Chief Executive Officer of Tamarack Petroleum 62 1985
(operator of oil and gas wells) and President and Chief
Executive Officer of Active Investor Management, Inc.
(operator of oil and gas wells)(4)
Allan H. Selig Commissioner of Major League Baseball and President and 63 1995
Chief Executive Officer of Selig Executive Leasing Co., Inc.
(automobile leasing agency)(5)
Timothy E. Hoeksema President of Midwest Express Airlines, Inc. (commercial 51 1995
airline carrier)
Bruce J. Olson Group Vice President of the Company(2) 48 1996
Philip L. Milstein President and Chief Executive Officer of Emigrant Savings 48 1996
Bank (savings bank) and President and Executive Vice
President of Milford Management Corp. (real estate
development and management)
<PAGE>
- -----------------
(1) Diane Marcus Gershowitz and Stephen H. Marcus are brother and sister.
(2) Since the Company operates as a holding company through subsidiary
corporations, Stephen H. Marcus and Bruce J. Olson are also officers of
certain of the Company's principal operating subsidiaries.
(3) As a result of their beneficial ownership of Common Shares and Class B
Shares, 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) 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.
(5) Allan H. Selig is a director of Oil-Dri Corporation of America and
Robert W. Baird & Co., Incorporated.
</TABLE>
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 consists entirely of
independent directors. During fiscal 1998, the Audit Committee consisted of
Daniel F. McKeithan, Jr. (Chairman), Philip L. Milstein and Ulice Payne, Jr. The
Audit Committee met one time in fiscal 1998.
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 1995 Equity Incentive Plan. See
"Executive Compensation -- Stock Options." 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
consists of entirely independent directors. During fiscal 1998, the Compensation
and Nominating Committee consisted of Timothy E. Hoeksema (Chairman), Daniel F.
McKeithan, Jr. and Allan H. Selig. The Compensation and Nominating Committee met
two times in fiscal 1998. See "Executive Compensation -- Report on Executive
Compensation."
During the Company's 1998 fiscal year, five meetings of the
Board were held. No director attended fewer than 75% of the meetings of the
Board and committees thereof on which he or she served held during fiscal 1998.
<PAGE>
STOCK OWNERSHIP OF MANAGEMENT AND OTHERS
The following table sets forth information as of the Record
Date as to the Common Shares and Class B Shares beneficially owned by (i) each
director of the Company; (ii) each executive officer named in the Summary
Compensation Table set forth below under "Executive Compensation -- Summary
Compensation;" (iii) all directors and named executive officers of the Company
as a group; and (iv) 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. All of
the share amounts set forth below have been adjusted to reflect the Company's
three-for-two stock split effected on December 5, 1997, in the form of a 50%
dividend on both of its Common Shares and 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 Named Executive Officers
<S> <C> <C> <C> <C>
Stephen H. Marcus(2)
Common Shares 79,271(3) 150,546 229,817(3)
(1.2%) 30.0%
Class B Shares 2,700,558 1,622,832 4,323,390
(34.0%)
Diane Marcus Gershowitz(2)
Common Shares 81,645(4) 150 81,795(4)
* 20.4%
Class B Shares 1,983,955 959,708 2,943,663
(23.1%)
Daniel F. McKeithan, Jr.
Common Shares 7,625(4) -0- 7,625(4)
* *
Allan H. Selig
Common Shares 5,600(4) -0- 5,600(4)
* *
Timothy E. Hoeksema
Common Shares 5,375(4) -0- 5,375(4)
*
Philip L. Milstein
Common Shares 28,615(4)(5) -0- 28,615(4)(5)
* *
Class B Shares 39,601 62,055 101,656
*
<PAGE>
Bruce J. Olson
Common Shares 93,454(3)(6) 32,760 126,214(3)(6)
* *
H. Fred Delmenhorst
Common Shares 34,446(3)(6) 5,043 39,489(3)(6)
* *
Thomas F. Kissinger
Common Shares 17,772(3)(6) -0- 17,772(3)(6)
* *
Douglas A. Neis
Common Shares 24,946(3)(6) 6,417 31,363(3)(6)
* *
All continuing directors and named
executive officers as a group (10
persons)(7)
Common Shares(8) 378,749(3) 194,916 573,665(3)
(3.1%) 46.8%
Class B Shares 4,724,114 2,005,616 6,729,730
(52.9%)
Other Five Percent Shareholders
Ben Marcus(2)
Common Shares 1,053 305,088 306,141
(1.7%) 32.1%
Class B Shares -0- 4,622,379 4,622,379
(36.3%)
Neuberger & Berman, LLC(9)
Common Shares(10) 875,448 589,549 1,464,997
(7.9%) *
Private Capital Management, Inc.(11)
Common Shares(12) -0- 2,393,839 2,393,839
(12.9%) *
<PAGE>
Vanguard Explorer Fund, Inc.(13)
Common Shares(14) 967,300 -0- 967,300
(5.2%) *
- ------------------
* Less than 1%.
(1) There are included in some cases shares over which a person 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 individuals has also been included in the beneficial
ownership of at least one other director: Stephen H. Marcus (638,979)
and Diane Marcus Gershowitz (638,979). 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 Stephen H. Marcus, Diane Marcus Gershowitz and Ben
Marcus is c/o 250 East Wisconsin Avenue, Suite 1700, Milwaukee,
Wisconsin 53202-4220.
(3) Includes 2,776, 2,503, 1,510, 496 and 908 Common Shares held for the
respective accounts of Stephen H. Marcus, Bruce J. Olson, H. Fred
Delmenhorst, Thomas F. Kissinger and Douglas A. Neis and all continuing
directors and named executive officers as a group in the Company's
Pension Plus Plan as of May 29, 1998, the latest practicable date for
which such data is available. See "Executive Compensation -- Summary
Compensation Information."
(4) Includes 5,375 Common Shares subject to acquisition by each of Diane
Marcus Gershowitz, Daniel F. McKeithan, Jr., Allan H. Selig and Timothy
E. Hoeksema and 2,750 Common Shares subject to acquisition by Philip L.
Milstein 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) Total does not include 5,625 Common Shares in the AB Elbaum Trust in
which Mr. Milstein is co-trustee and 8,100 Common Shares held by Mr.
Milstein's children, as to which Mr. Milstein disclaims beneficial
ownership.
(6) Includes 55,875, 24,338, 17,025 and 24,038 Common Shares subject to
acquisition by Bruce J. Olson, H. Fred Delmenhorst, Thomas F. Kissinger
and Douglas A. Neis, respectively, pursuant
</TABLE>
<PAGE>
to the exercise of vested stock options held on the Record Date pursuant
to the 1987 Stock Option Plan and 1995 Equity Incentive Plan. See
"Executive Compensation -- Stock Options."
(7) In determining the aggregate beneficial ownership of Common
Shares and Class B Shares for all continuing directors and
named 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.
(8) Includes 143,026 Common Shares subject to acquisition pursuant to the
exercise of vested stock options held by named executive officers and
continuing nonemployee directors of the Company on the Record Date
pursuant to the 1987 Stock Option Plan, 1995 Equity Incentive Plan and
the 1994 Nonemployee Director Stock Option Plan. See "Executive
Compensation--Stock Options."
(9) The address of Neuberger & Berman, LLC ("N&B") is 605 Third Avenue,
New York, New York 10158-3698.
(10) Other than share ownership percentage information, the information set
forth is as of February 12, 1998, as reported by N&B in its Schedule
13G filed with the SEC and the Company. According to such Schedule 13G,
principals of N&B own 87,525 shares and N&B disclaims beneficial
ownership of these shares which were purchased with the personal funds
of the N&B principals.
(11) The address of Private Capital Management, Inc. ("PCM") is 3003 Tamiami
Trail North, Naples, Florida 33940.
(12) Other than share ownership percentage information, the information set
forth is as of February 18, 1998, as reported by PCM in its Schedule
13G filed with the SEC and the Company.
(13) The address of Vanguard Explorer Fund, Inc. ("Vanguard") is P.O. Box
2600, Valley Forge, Pennsylvania 19482-2600.
(14) Other than share ownership percentage information, the information set
forth is as of February 9, 1998, as reported by Vanguard in its
Schedule 13G/A filed with the SEC and the Company.
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
<PAGE>
officer compensation consists of base salary, annual bonus payments, stock
option 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 at both the national and local level; (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 1999, the Committee specifically took into account the Company's revenue
and earnings performance for fiscal 1998, the Company's long-term record of
financial success and the comparative cash compensation of other similarly
situated executives.
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 1998 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 1998,
particularly as such contributions and achievements related to advancing the
Company's entrepreneurial philosophy. Specific corporate performance factors
considered in making fiscal 1998 bonus determinations for such executives were
the contribution that each executive made to his specific functional area and
overall Company performance and the Company's 10.7% increase in revenues
compared to fiscal 1997, the Company's earnings performance for fiscal 1998 and
the comparative cash compensation of other similarly situated executives. The
fiscal 1998 bonus award for Bruce J. Olson, 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 overall financial performance of the Company in fiscal 1998. Mr. Marcus
received a fiscal 1998 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. The Committee has the flexibility to
grant other types of equity-based incentive awards (including stock appreciation
rights, restricted stock and performance shares) in addition to stock options in
accordance with the 1995 Equity Incentive Plan. Mr. Marcus is
<PAGE>
not eligible to receive option grants or other awards under the 1995 Equity
Incentive Plan. Since Mr. Marcus and his family own approximately 38.1% 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 1995 Equity Incentive Plan was adopted, it was
determined unnecessary to provide Mr. Marcus with the opportunity to receive
stock option grants.
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 1998 to key employees other
than the named executive officers constituted 89.3% 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, employee stock
purchase plan, nonqualified deferred compensation plan, health insurance, life
and disability insurance and other benefits.
The Company's cash compensation program for its managers is designed to
reward an entrepreneurial orientation on the part of such managers. In addition
to the need for such reinforcement, the Company also recognizes that long-term
service and loyalty are of strategic value to the continued continuity of
management which is necessary for the growth of the Company. For this reason,
the Company has introduced an incentive stock option program for unit and
multi-unit managers based on level of responsibility and length of service.
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:
Timothy E. Hoeksema, Chairman
Daniel F. McKeithan, Jr.
Allan H. Selig
<PAGE>
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 1998. The
persons named in the table below are hereinafter sometimes referred to as the
"named executive officers." All of the shares subject to options set forth below
have been retroactively adjusted to reflect the Company's three-for-two stock
split effected on December 5, 1997, in the form of a 50% dividend on both of its
Common Shares and Class B Shares.
<TABLE>
<CAPTION>
Summary Compensation Table
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 1998 $398,077 $362,684 $ -- N/A $7,024(6)
Chairman of the Board, 1997 $378,461 $398,868 $ -- N/A $6,912(6)
President and Chief 1996 $341,538 $545,568 $ -- N/A $8,934(6)
Executive Officer
Bruce J. Olson 1998 $233,558 $147,600 $ -- 7,500 $5,156
Group Vice President 1997 $218,462 $256,046 $ -- 7,500 $5,091
1996 $205,962 $258,335 $ -- 11,250 $3,732
H. Fred Delmenhorst 1998 $134,039 $ 20,000 $ -- 3,750 $6,556
Vice President-Human 1997 $124,231 $ 18,500 $ -- 3,750 $4,289
Resources 1996 $118,500 $ 16,000 $ -- 4,500 $2,612
Thomas F. Kissinger 1998 $134,039 $ 35,000 $ -- 3,750 $2,444
General Counsel and 1997 $123,231 $ 30,000 $ -- 3,750 $1,820
Secretary 1996 $104,538 $ 25,000 $ -- 4,500 $ 949
Douglas A. Neis 1998 $105,423 $ 20,000 $ -- 3,000 $2,513
Chief Financial Officer 1997 $ 99,308 $ 17,500 $ -- 3,000 $2,034
and Treasurer 1996 $ 93,808 $ 45,000 $ -- 4,500 $1,480
- -----------------
(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. 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.,
<PAGE>
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) The bonus amounts listed for fiscal 1996 for Messrs. Olson and Neis
include a special bonus of $135,000 and $30,000, respectively, in each
case as a result of such officer's integral involvement in consummation of
the successful sale of the Company's Applebee's restaurants and related
rights. Bonus amounts listed relate to the fiscal year to which such
bonuses are attributable.
(3) 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) Fiscal 1996, 1997 and 1998 options were granted at 100% of fair market
value on the date of grant under the Company's 1987 Stock Option Plan and
the 1995 Equity Incentive Plan. See footnote (1) to the table set forth
under "Stock Options -- Option Grants in 1998 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 14% 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
<PAGE>
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 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.
(6) In each of fiscal 1998, 1997 and 1996, the Company paid approximately
$368,000 of premiums on three split-dollar insurance policies on the life
of Mr. Marcus. The foregoing data is excluded from the table above
because, upon surrender of these policies to the Company or the death of
Mr. Marcus, these premium payments will be reimbursed in full to the
Company. Based on an assumed retirement age of 65, the present value of
the excess cash surrender value of all of such policies over the premium
payments is estimated to be approximately $156,000.
</TABLE>
Stock Options
The Company has a 1987 Stock Option Plan ("1987 Plan")
pursuant to which options to acquire Common Shares could have been granted by
the Committee prior to June 1997 to officers and other key employees of the
Company and its subsidiaries, including executive officers. However, Ben Marcus,
Stephen H. Marcus, Diane Marcus Gershowitz and any other person who owned,
directly or indirectly, 5% or more of the Company's voting power were not
eligible to receive options under the 1987 Plan. No new options may be granted
under the 1987 Plan, although outstanding options previously granted under the
1987 Plan are still outstanding and may be exercised pursuant to their terms.
The Company also has a 1995 Equity Incentive Plan ("1995
Plan") pursuant to which options to acquire Common Shares may be granted by the
Committee until June 2005 to officers and other key employees of the Company and
its subsidiaries, including executive officers. 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 1995 Plan.
The following table sets forth information concerning the
grant of stock options under the 1995 Plan during fiscal 1998 to the named
executive officers. The share amounts for options granted during the 1998 fiscal
year set forth below have been adjusted to reflect the Company's three-for-two
stock split effected on December 5, 1997, in the form of a 50% dividend.
<PAGE>
<TABLE>
<CAPTION>
Option Grants in 1998 Fiscal Year
Percentage of
Common Shares Total Options Potential Realizable Value at Assumed
Underlying Granted to All Annual Rates of Stock Price
Options Employees in Exercise Price(2) Expiration Appreciation for Option Term(3)
-------------------------------
Name Granted(1) 1998 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......... 7,500 4.5% $16.50 6/25/07 $77,825 $197,225
H. Fred Delmenhorst.... 3,750 2.2% $16.50 6/25/07 $38,913 $98,613
Thomas F. Kissinger.... 3,750 2.2% $16.50 6/25/07 $38,913 $98,613
Douglas A. Neis........ 3,000 1.8% $16.50 6/25/07 $31,130 $78,890
- ------------------
(1) Options granted under the 1995 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 incentive stock options under the
Internal Revenue Code and were granted on June 26, 1997. 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. The foregoing options
granted 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 five years, but may not be exercised
after the ten-year option period. Not reflected in this table are
18,750 Common Shares subject to incentive stock options which were
granted to the named executive officers after the Company's fiscal 1998
year end (Olson-7,500, Delmenhorst-3,750, Kissinger-3,750 and
Neis-3,750) at an exercise price of $16.9375 per share.
(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 date
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 ten-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>
<PAGE>
The following table sets forth certain information with
respect to the named executive officers concerning their unexercised stock
options held as of the end of the Company's fiscal 1998. No options were
exercised by any of the named executive officers during the Company's fiscal
1998.
<TABLE>
<CAPTION>
Fiscal 1998 Year-End Value Table
Number of Common Shares Value of Unexercised
Underlying Unexercised Options at In-the-Money Options at
End of Fiscal 1998(1) End of Fiscal 1998(3)
Name Exercisable(2)/Unexercisable(2) Exercisable/Unexercisable
<S> <C> <C> <C> <C>
Stephen H. Marcus............... N/A N/A
Bruce J. Olson.................. 48,375 / 28,500 $405,388 / $99,203
H. Fred Delmenhorst............. 21,038 / 12,900 $181,491 / $41,931
Thomas F. Kissinger............. 13,725 / 12,900 $98,342 / $41,925
Douglas A. Neis................. 21,038 / 11,400 $181,491 / $39,681
- ----------------
(1) See vesting schedule of stock options set forth in footnote (1) under the
"Option Grants in 1998 Fiscal Year" table above.
(2) Not reflected herein are 22,050 Common Shares subject to stock options
which have vested and become exercisable after the Company's 1998 fiscal
year end (Olson-9,750, Delmenhorst-4,200, Kissinger-4,200 and
Neis-3,900). Also not reflected in this table are 18,750 Common Shares
subject to stock options which were granted to the named executive
officers after the Company's fiscal 1998 year end (Olson-7,500,
Delmenhorst-3,750, Kissinger-3,750 and Neis-3,750) at an exercise price
of $16.9375 per share.
(3) 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 1998. The closing sale price of the Common
Shares on the New York Stock Exchange on May 28, 1998, was $18.125 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.,
$80,000 in 1998), 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 average total compensation for the five
highest compensation years within the employee's last ten compensation years.
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
<PAGE>
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
retires at age 65 during calendar year 1998, the reduction in annual
Supplemental Plan benefits would be approximately $9,720.
<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>
$ 80,000 $ 20,000 $ 26,667 $ 33,333 $ 40,000 $ 40,000
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 1998, Stephen H. Marcus,
Bruce J. Olson, H. Fred Delmenhorst, Thomas F. Kissinger and Douglas A. Neis had
37, 24, 13, 5 and 12 years, respectively, of credited years of service under the
Supplemental Plan.
<PAGE>
Director and Director Emeritus Compensation
Under the Company's standard director compensation policy,
each nonemployee director receives an annual retainer fee of $10,000, 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
chairperson), which he or she attends. In addition, under the Company's 1994
Nonemployee Director Stock Option Plan ("Director Plan"), each nonemployee
director automatically is granted stock options to purchase 1,000 Common Shares
upon his or her initial appointment or election to the Board and also receives
an automatic annual grant of an option for 500 Common Shares at the end of each
fiscal year of the Company. Exercise prices of options granted under the
Director Plan are equal to 100% of the fair market value of the Common Shares on
the date of grant. Under the Director Plan, on May 28, 1998, each nonemployee
director received his or her annual automatic option grant to purchase 500
shares of Common Stock at an exercise price of $18.125 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. In
December 1995, Ben Marcus retired from the Board and was appointed a director
emeritus. Mr. Marcus also continues to serve the Company as a nonofficer
employee. The Committee has 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 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 1998, Ben Marcus earned total cash
compensation of $387,909 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 64%),
Standard & Poor's Restaurants Index (weighted 8%) and a Company-selected theatre
index (weighted 28%) which includes Carmike Cinemas, Inc., Cineplex Odeon Corp.
and AMC Entertainment, Inc. 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
1998. 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.
<PAGE>
Comparison of Five-Year Total Returns
(on a dividend reinvested basis)
[GRAPHIC OMITTED]
<TABLE>
<CAPTION>
=======================================================================================================================
5/31/93 5/31/94 5/31/95 5/31/96 5/31/97 5/31/98
=======================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
The Marcus Corporation $100 $117 $125 $173 $165 $181
- -----------------------------------------------------------------------------------------------------------------------
Composite Peer Group Index $100 $127 $139 $186 $187 $218
- -----------------------------------------------------------------------------------------------------------------------
S&P 500 Composite Index $100 $104 $125 $161 $208 $272
=======================================================================================================================
</TABLE>
CERTAIN TRANSACTIONS
The Company leased, under long-term leases, real estate
occupied by three of the Company's facilities from Guest House Inn, Inc.
("GHI"), an entity formerly wholly-owned by Ben Marcus, Stephen H. Marcus, Diane
Marcus Gershowitz, Ida Lowe and certain trusts for the benefit of members of
their families ("Affiliated Parties") for an aggregate rent of approximately
$152,000 during fiscal 1998. On October 1, 1997, the Company issued (a) 610,173
shares of Common Stock to GHI in exchange for all of the real estate and
operating assets owned by GHI and (b) 449,320 new shares of Class B Common Stock
to GHI in exchange for and cancellation of the existing 449,320 shares of Class
B Common Stock owned by GHI (the "GHI Transaction"). The aggregate value of the
shares of Common Stock issued was $10,528,871 and the aggregate value of the
shares of Class B Common Stock issued was $7,753,265. The purchase price paid
for the assets of GHI was determined based on an appraisal of the fair market
value of such assets performed by Property Counselors, Inc., a qualified
independent appraiser. As part of the GHI transaction, the Company purchased all
of the notes and accounts receivable of GHI, including a debt of Stephen H.
Marcus. This debt is due on demand and
<PAGE>
bears interest at the prime rate (8.5% at May 28, 1998). The largest aggregate
amount outstanding on this debt during the Company's 1998 fiscal year was
$1,924,000. As of the end of the fiscal year, the amount outstanding on this
debt was $1,924,000.
During the 1998 fiscal year, the Company paid approximately
$153,000 of interest to certain entities owned by certain of the Affiliated
Parties on nine debts of the Company owed to such entities. These debts are due
on demand and bear interest at the prime rate (8.50% at May 28, 1998). The
largest aggregate amount outstanding on the above debts during the Company's
1998 fiscal year was $2,106,000. As of the end of the 1998 fiscal year, the
amount outstanding on the nine debts was $1,860,000. Payment of both principal
and interest on these debts is current.
In May 1998, Marcus Hotels, Inc. ("Marcus Hotels"), an
operating subsidiary of the Company, entered into two agreements with Virtuem,
Inc. ("Virtuem"), an entity controlled by Stephen H. Marcus and Diane Marcus
Gershowitz, to develop and manage a luxury hotel project in Chicago, Illinois.
Because the project has not yet been started, the fees to be paid by Virtuem to
Marcus Hotels are not yet ascertainable. The agreement for the development of
the hotel will require Virtuem to pay to Marcus Hotels a fee equal to 1.5% of
the budget for the development of the hotel, a portion of which will be paid in
monthly installments and the remainder of which will be paid upon completion of
the project. The agreement for the management of the hotel will require Virtuem
to pay to Marcus Hotels a fee equal to 3% of the gross revenues for the hotel.
As has been the case in prior years, during the 1998 fiscal
year, the Company leased automobiles from Selig Executive Leasing Co., Inc.
Aggregate lease payments were $382,000 in fiscal 1998. 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.
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.
<PAGE>
The Company has filed an Annual Report on Form 10-K with the
Securities and Exchange Commission for its 1998 fiscal year which ended on May
28, 1998. 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. 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. 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.
A shareholder wishing to include a proposal in the Company's
proxy statement for its 1999 Annual Meeting of Shareholders pursuant to Rule
14a-8 under the Securities Exchange Act of 1934, as amended ("Rule 14a-8"), must
forward the proposal to the Company by April 30, 1999. Any proposal submitted
otherwise than pursuant to Rule 14a-8 less than 15 days in advance of the 1999
Annual Meeting of Shareholders will be considered untimely and the Company is
not required to present such proposal. If the Board of Directors chooses to
present such proposal, the persons named in proxies solicited by the Board of
Directors for the 1999 Annual Meeting of Shareholders may exercise discretionary
voting power with respect to such proposal.
On Behalf of the Board of Directors
/s/ Thomas F. Kissinger
Thomas F. Kissinger
General Counsel and Secretary
Milwaukee, Wisconsin
August 28, 1998
<PAGE>
[BLUE]
[Face of Proxy Card]
THE MARCUS CORPORATION
PROXY FOR HOLDERS OF CLASS B COMMON STOCK
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE 1998 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 28, 1998
The undersigned hereby constitutes and appoints STEPHEN H. MARCUS and THOMAS F.
KISSINGER, 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 1998 Annual Meeting
of Shareholders to be held at 10:00 A.M., local time, September 28, 1998, at The
Midwest Express Center, 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
DIANE MARCUS GERSHOWITZ, TIMOTHY E. HOEKSEMA, STEPHEN H. MARCUS, DANIEL F.
McKEITHAN, JR., BRUCE J. OLSON, ALLAN H. SELIG AND PHILIP L. MILSTEIN
(INSTRUCTIONS: To withhold authority to vote for any individual
nominee write that nominee's name on the space
provided below.)
- --------------------------------------------------------------------------------
2. 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 1998 Annual Report to Shareholders and hereby revokes
any other proxy heretofore executed by the undersigned for such meeting.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. If no direction is made, this proxy will be
voted FOR all nominees for director and on such other matters as as may properly
come before the meeting or any adjournment thereof in accordance with the best
judgment of the proxies named herein.
Dated:_____________________, 1998
---------------------------------
(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 1998 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 28, 1998
The undersigned hereby constitutes and appoints STEPHEN H. MARCUS and THOMAS F.
KISSINGER, 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 1998 Annual Meeting
of Shareholders to be held at 10:00 A.M., local time, September 28, 1998, at The
Midwest Express Center, 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
DIANE MARCUS GERSHOWITZ, TIMOTHY E. HOEKSEMA, STEPHEN H. MARCUS, DANIEL F.
McKEITHAN, JR., BRUCE J. OLSON, ALLAN H. SELIG AND PHILIP L. MILSTEIN
(INSTRUCTIONS: To withhold authority to vote for any individual
nominee write that nominee's name on the space
provided below.)
- --------------------------------------------------------------------------------
2. 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 1998 Annual Report to Shareholders and hereby revokes
any other proxy heretofore executed by the undersigned for such meeting.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. If no direction is made, this proxy will be
voted FOR all nominees for director 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:_____________________, 1998
---------------------------------
(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.
