SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 20)*
THE MARCUS CORPORATION
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(Name of Issuer)
Common Stock, $1.00 par value
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(Title of Class of Securities)
566330 10 6
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(CUSIP Number)
December 31, 1998
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(Date of Event Which Requires Filing of this Statement
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
* 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>
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CUSIP No. 566330 10 6
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Diane M. Gershowitz (###-##-####)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) [ ]
(b) [ ]
Not Applicable
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5 SOLE VOTING POWER
NUMBER OF 2,060,925
SHARES =============================================================
6
BENEFICIALLY SHARED VOTING POWER
963,808
OWNED BY =============================================================
7
EACH SOLE DISPOSITIVE POWER
2,060,925
REPORTING =============================================================
8
PERSON SHARED DISPOSITIVE POWER
963,808
WITH
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,024,733
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
N/A
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.10%
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12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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Page 2 of 4 Pages
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CUSIP No. 566330 10 6
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This Amendment No. 20 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 December 31, 1998):
(a) Amount Beneficially Owned: 3,024,733
(b) Percent of Class: 10.10%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 2,060,925
Shares
(ii) shared power to vote or to direct the vote: 963,808
Shares
(iii) sole power to dispose or to direct the disposition
of: 2,060,925 Shares
(iv) shared power to dispose or to direct the disposition
of: 963,808 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
5,375 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 percentage 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) 5,375 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) 1,979,280 shares of Class B Common Stock held individually
by Ms. Gershowitz;
(v) 1,507 shares of Class B Common Stock held individually by
Ms. Gershowitz's husband; and
(vi) 962,151 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 3 of 4 Pages
<PAGE>
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CUSIP No. 566330 10 6
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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 10, 1999
Date
/s/ Stephen H. Marcus
By Stephen H. Marcus asattorney-in-
fact pursuant to a power of attorney
previously filed with the Commission
and incorporated by reference.
Page 4 of 4 Pages
