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
Stephen H. Marcus (###-##-####)
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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 2,760,848.25
SHARES =============================================================
6
BENEFICIALLY SHARED VOTING POWER
1,782,638
OWNED BY =============================================================
7
EACH SOLE DISPOSITIVE POWER
2,760,848.25
REPORTING =============================================================
8
PERSON SHARED DISPOSITIVE POWER
1,782,638
WITH
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,543,486.25
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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
15.18%
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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: 4,543,486.25
(b) Percent of Class: 15.18%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
2,760,848.25 Shares
(ii) shared power to vote or to direct the vote:
1,782,638 Shares
(iii) sole power to dispose or to direct the
disposition of: 2,760,848.25 Shares
(iv) shared power to dispose or to direct the
disposition of: 1,782,638 Shares
Other than with respect to (i) 1,782,638 shares of Common Stock (which
Mr. Marcus shares voting and dispositive power) and (ii) 2,760,848.25 shares of
Common Stock (which Mr. Marcus has sole voting and dispositive power) 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 Mr. Marcus would alone convert a significant portion of his Class
B Common Stock into Common Stock. Mr. Marcus' beneficial ownership consists of:
(i) 76,495 shares of Common Stock held individually by Mr. Marcus;
(ii) 2,795.2481 shares of Common Stock held individually by Mr. Marcus
by The Marcus Corporation 401(k) Plan.
(iii) 206,712 shares of Common Stock held by trusts whereby Mr. Marcus
serves as trustee;
(iv) 2,681,558 shares of Class B Common Stock held individually by Mr.
Marcus;
(v) 208,315 shares of Class B Common Stock held as tenant in common
with Mr. Marcus' wife;
(vi) 74,660 shares of Class B Common Stock held individually by Mr.
Marcus' wife;
(vii) 643,479 shares of Class B Common Stock held by Mr. Marcus' wife as
Trustee for the benefit of their children;
(viii) 421,853 shares of Class B Common Stock held by Mr. Marcus as
Trustee; and
(ix) 227,619 shares of class B Common Stock held by Mr. Marcus and his
wife as Co-Trustees.
Mr. Marcus' wife (for shares held individually), the trusts, and the
corporation have the right to receive dividends and proceeds from the sale of
securities held thereby.
Page 3 of 4 Pages
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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
Page 4 of 4 Pages
