SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 20)*
THE MARCUS CORPORATION
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
566330 10 6
(CUSIP Number)
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).
(Continued on following page(s))
Page 1 of 4 Pages
<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
2,115,952
SHARES
6 SHARED VOTING POWER
BENEFICIALLY
961,455
OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
2,115,952
REPORTING
PERSON
8 SHARED DISPOSITIVE POWER
WITH
961,455
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,077,407
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)
10.16%
12 TYPE OF REPORTING PERSON
IN
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 19 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: 3,077,407
(b) Percent of Class: 10.16%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 2,115,952 Shares
(ii) shared power to vote or to direct the vote: 961,455 Shares
(iii)sole power to dispose or to direct the disposition of:
2,115,952 Shares
(iv) shared power to dispose or to direct the disposition of:
961,455 Shares
The undersigned currently has the right to acquire upon the
exercise of stock options granted by The Marcus Corporation under its
stock option plan 4,875 shares of Common Stock; 76,270 shares of Common
Stock are held individually by the undersigned; and 150 shares of Common
Stock are held by Ms. Gershowitz's husband. The remaining reported
beneficial ownership of Common Stock results from the beneficial ownership
of shares of Class B Common Stock, which are convertible at any time into
Common Stock on a share-for-share basis. The 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) 4,875 shares of Common Stock which Ms. Gershowitz has the
right to acquire upon exercise of stock options;
(ii) 150 shares of Common Stock held individually by
Ms. Gershowitz's husband;
(iii)76,270 shares of Common Stock held individually by Ms.
Gershowitz;
(iv) 2,034,807 shares of Class B Common Stock held individually
by Ms. Gershowitz;
(v) 3,657 shares of Class B Common Stock held individually by
Ms. Gershowitz's husband; and
(vi) 957,648 shares of Class B Common Stock held by Ms.
Gershowitz as Trustee.
The trusts and Mr. Gershowitz, for shares held individually, each have the
right to receive dividends and proceeds from the sale of securities held
thereby.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
February 13, 1998
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.
