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 toss.240.14a-11(c) orss.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 2000 ANNUAL MEETING OF SHAREHOLDERS
To Be Held Monday, September 25, 2000
-------------------------------------
To the Shareholders of
THE MARCUS CORPORATION
NOTICE IS HEREBY GIVEN THAT the 2000 Annual Meeting of Shareholders of
THE MARCUS CORPORATION ("Company") will be held on Monday, September 25, 2000,
at 10:00 A.M., local time, at the Hilton Milwaukee City Center, 509 West
Wisconsin Avenue, Milwaukee, Wisconsin, for the following purposes:
1. To elect eight 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 11, 2000 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
is provided on the following page to assist you in locating the Hilton Milwaukee
City 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 giving notice thereof in writing to the
undersigned or by voting in person at the meeting.
Accompanying this Notice of 2000 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 24, 2000
<PAGE>
The Marcus Corporation Hilton Milwaukee City Center
2000 Annual Meeting 509 West Wisconsin Avenue
September 25, 2000 Milwaukee, Wisconsin
(414) 271-7250
[Map]
Directions:
From the south: Take I-94 to I-43 North. Exit at Civic Center/Kilbourn. Merge
right onto 6th Street. At third stop light, Michigan Avenue, turn left. Go one
block to 5th Street. Turn left onto 5th Street. Parking structure entrance is
located on the west side of the street.
From the north: Take I-43 South. Exit at Civic Center/Wells. Follow Wells Street
to 6th Street. Turn right onto 6th Street. Follow 6th Street two blocks to
Michigan Avenue, turn left. Go one block to 5th Street, turn left. Parking
structure entrance is located on the west side of the street.
From the west: Take I-94 East. Exit at James Lovell Street/Civic Center. Follow
James Lovell Street two blocks to Michigan Avenue. Turn right onto Michigan
Avenue. Go two blocks to 5th Street, turn left. Parking structure entrance is
located on the west side of the street.
Parking:
Complimentary parking is available for shareholders in the Hilton Milwaukee City
Center parking structure as space permits.
<PAGE>
THE MARCUS CORPORATION
[LOGO]
--------------------------------------
PROXY STATEMENT
--------------------------------------
For
2000 Annual Meeting of Shareholders
To be Held September 25, 2000
This Proxy Statement and accompanying form of proxy are being furnished
to the shareholders of THE MARCUS CORPORATION ("Company"), beginning on or about
August 24, 2000, in connection with the solicitation of proxies by the Board of
Directors of the Company ("Board") for use at the Company's 2000 Annual Meeting
of Shareholders to be held on Monday, September 25, 2000, at 10:00 A.M., local
time, at the Hilton Milwaukee City Center, 509 West Wisconsin Avenue, Milwaukee,
Wisconsin and at any adjournment thereof (collectively, "Meeting"), for the
purposes set forth in the attached Notice of 2000 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 who has signed 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 eight
director nominees set forth below and (ii) on such other shareholder matters
that 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
11, 2000 ("Record Date") are entitled to vote at the Meeting. As of the Record
Date, the Company had 17,368,976 Common Shares and 11,900,760 Class B Shares
outstanding and entitled to vote. 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 136,376,576, consisting of
17,368,976 votes represented by outstanding Common Shares and 119,007,600 votes
represented by outstanding Class B Shares.
<PAGE>
ELECTION OF DIRECTORS
At the Meeting, the Company's shareholders will elect eight directors of
the Company, constituting the entire Board, to hold office until the Company's
2001 annual meeting of shareholders and until their successors are duly
qualified and elected. If, prior to the Meeting, any of the Board's nominees 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
containing no voting instructions, will be voted for a 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
that 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> <C>
[Photo] Stephen H. Marcus Chairman of the Board, President and Chief 65 1969
Executive Officer of the Company(1)(2)(3)
[Photo] Diane Marcus Gershowitz Real estate management and investments(1)(3) 61 1985
[Photo] Daniel F. McKeithan, Jr. President of Tamarack Petroleum (operator of oil 64 1985
and gas wells) and President of Active Investor
Management, Inc. (operator of oil and gas
wells)(4)
[Photo] Allan H. Selig Commissioner of Major League Baseball and 65 1995
President and Chief Executive Officer of Selig
Executive Leasing Co., Inc. (automobile leasing
agency)(5)
[Photo] Timothy E. Hoeksema Chairman of the Board, President and Chief 53 1995
Executive Officer of Midwest Express Holdings,
Inc. (commercial airline carrier)
[Photo] Bruce J. Olson Group Vice President of the Company(2)(6) 50 1996
[Photo] Philip L. Milstein President and Chief Executive Officer of 50 1996
Emigrant Savings Bank (savings bank) and
President and Executive Vice President of
Milford Management Corp. (real estate
development and management)
2
<PAGE>
<CAPTION>
Director
Name Current Principal Occupation Age Since
<S> <C> <C> <C> <C>
[Photo] Bronson J. Haase President and Chief Executive Officer of 56 1998
Wisconsin Gas Company (gas utility), Vice
President of WICOR, Inc. (utility holding
company) and former President and Chief
Executive Officer of Ameritech Wisconsin(7)
-----------------
(1) Stephen H. Marcus and Diane Marcus Gershowitz are brother and sister.
(2) Because 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 and a
trustee of The Northwestern Mutual Life Insurance Company ("NML"). NML is
one of the Company's principal lenders.
(5) Allan H. Selig is a director of Oil-Dri Corporation of America.
(6) Bruce J. Olson is a director of Schultz Sav-O-Stores, Inc.
(7) Bronson J. Haase is a director of Firstar Mutual Funds.
</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 2000, the Audit Committee consisted of Daniel F.
McKeithan, Jr. (Chairman), Philip L. Milstein and Allan H. Selig. The Audit
Committee met two times in fiscal 2000.
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 will
consider nominees for director recommended by shareholders, but has no
established procedures that shareholders must follow to make a recommendation.
The Company's By-laws require that shareholders give advance notice and furnish
certain information to the Company in order to nominate a person as a director.
The Compensation and Nominating Committee consists of entirely independent
directors. During fiscal 2000, the Compensation and Nominating Committee
consisted of Timothy E. Hoeksema (Chairman), Daniel F. McKeithan, Jr. and
Bronson J. Haase. The Compensation and Nominating Committee met two times in
fiscal 2000. See "Executive Compensation -- Report on Executive Compensation."
During the Company's 2000 fiscal year, four 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 2000.
3
<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 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.
<TABLE>
<CAPTION>
Total Share
Sole Voting Shared Voting and Ownership and Percentage of
Name of Individual or and Investment Investment Percentage of Aggregate 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 48,067(3) 6,003 54,070(3)
* 31.7%
Class B Shares 2,671,558 1,640,587 4,312,145
(36.2%)
Diane Marcus Gershowitz(2)
Common Shares 83,429(4) 0 83,429(4)
* 20.0%
Class B Shares 1,751,293 970,218 2,721,511
(22.9%)
Daniel F. McKeithan, Jr.
Common Shares 9,017(4) 0 9,017(4)
* *
Allan H. Selig
Common Shares 6,992(4) 0 6,992(4)
* *
Timothy E. Hoeksema
Common Shares 6,767(4) 0 6,767(4)
*
Philip L. Milstein
Common Shares 55,907(4)(5) 0 55,907(4)(5)
* *
Class B Shares 39,601 0 39,601
*
Bronson J. Haase
Common Shares 2,392(4) 0 2,392(4)
* *
Bruce J. Olson
Common Shares 113,527(3)(6) 32,760 146,287(3)(6)
* *
H. Fred Delmenhorst
Common Shares 43,830(3)(6) 5,043 48,873(3)(6)
* *
Thomas F. Kissinger
Common Shares 27,475(3)(6) 0 27,475(3)(6)
* *
Douglas A. Neis
Common Shares 33,589(3)(6) 6,417 40,006(3)(6)
* *
4
<PAGE>
<CAPTION>
Total Share
Sole Voting Shared Voting and Ownership and Percentage of
Name of Individual or and Investment Investment Percentage of Aggregate Voting
Group/Class of Stock Power(1) Power(1) Class(1) Power(1)
--------------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
All directors and executive
officers as a group
(12 persons)(7)
Common Shares(8) 430,992(3) 50,223 481,215(3)
(2.8%) 47.5%
Class B Shares 4,462,452 1,967,326 6,429,778
(54.0%)
Other Five Percent Shareholders
Ben Marcus(2)
Common Shares 680 294,802 295,482
(1.7%) 33.5%
Class B Shares 0 4,543,529 4,543,529
(38.2%)
Private Capital Management,
Inc.(9)
Common Shares(10) 66,450 4,256,273 4,322,723
(24.9%) 3.2%
AXA Assurances I.A.R.D.
Mutuelle(11)
Common Shares(12) 882,797 84,819 967,616
(5.6%) *
Dimensional Fund Advisors(13)
Common Shares(14) 1,098,692 0 1,098,692
(6.3%) *
-----------------
* Less than 1%.
(1) Includes 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 for each of the following
individuals is also included in the beneficial ownership of at least one
other director: Stephen H. Marcus (643,479) and Diane Marcus Gershowitz
(643,479). 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, 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 that 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 that 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 3,358, 3,076, 2,044, 1,011 and 1,451 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 25, 2000, the latest practicable date for
which such data is available. See "Executive Compensation -- Summary
Compensation Information."
(4) Includes 6,375 Common Shares subject to acquisition by each of Diane
Marcus Gershowitz, Daniel F. McKeithan, Jr., Allan H. Selig and Timothy
E. Hoeksema, 3,750 Common Shares subject to acquisition
5
<PAGE>
by Philip L. Milstein and 2,000 Common Shares subject to acquisition by
Bronson J. Haase pursuant to the exercise of vested stock options held
on the Record Date pursuant to the 1994 Nonemployee Director Stock
Option Plan. Also includes 392 restricted Common Shares granted to each
of Diane Marcus Gershowitz, Daniel F. McKeithan, Jr., Allan H. Selig,
Timothy E. Hoeksema and Bronson J. Haase on October 4, 1999, the
restrictions on which terminate on October 4, 2001. See "Director
Compensation."
(5) Excludes 5,625 Common Shares in the AB Elbaum Trust, in which Mr.
Milstein is co-trustee, 62,055 Class B Shares held by Mr. Milstein as a
partner of Northmon Investment Co., 2,000 Common Shares held by Mr.
Milstein's wife and 8,100 Common Shares held by Mr. Milstein's children,
as to which Mr. Milstein disclaims beneficial ownership.
(6) Includes 75,375, 33,188, 25,875 and 32,138 Common Shares subject to
acquisition by Bruce J. Olson, H. Fred Delmenhorst, Thomas F. Kissinger
and Douglas A. Neis, respectively, pursuant 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 that are beneficially owned by more than one director
or officer are counted only once to avoid overstatement.
(8) Includes 197,826 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 Private Capital Management, Inc. ("PCM") is 3003 Tamiami
Trail North, Naples, Florida 33940.
(10) Other than share ownership percentage information, the information set
forth is as of February 14, 2000, as reported by PCM in its Schedule
13G/A filed with the Securities Exchange Commission and the Company.
(11) The address of AXA Assurances I.A.R.D. Mutuelle ("AXA") is 21, rue de
Chateaudun, 75009, Paris, France.
(12) Other than share ownership percentage information, the information set
forth is as of February 10, 2000, as reported by AXA and related
entities in their Schedule 13G filed with the Securities Exchange
Commission and the Company.
(13) The address of Dimensional Fund Advisors ("DFA") is 1299 Ocean Avenue,
11th Floor, Santa Monica, California 90401.
(14) Other than share ownership percentage information, the information set
forth is as of February 4, 2000, as reported by DFA in its Schedule 13G
filed with the Securities Exchange Commission and the Company.
</TABLE>
6
<PAGE>
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 that 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
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 Mr. Marcus' base salary for fiscal 2001, the
Committee specifically took into account the Company's revenue and earnings
performance for fiscal 2000, 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 2000 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 2000,
particularly as such contributions and achievements related to advancing the
Company's entrepreneurial philosophy. Specific corporate performance factors
considered in making fiscal 2000 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 4.8% increase in revenues compared
to fiscal 1999, the Company's earnings performance for fiscal 2000 and the
comparative cash compensation of other similarly situated executives. The fiscal
2000 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 2000. Mr. Marcus received
a fiscal 2000 bonus
7
<PAGE>
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 not eligible to
receive option grants or other awards under the 1995 Equity Incentive Plan.
Since Mr. Marcus and his family own approximately 38.8% of the outstanding
Common Shares and Class B Shares, his economic interests are already
substantially 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 2000 to key employees other
than the named executive officers constituted 93.8% 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.
Bronson J. Haase
8
<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 other executive officers of the Company
who earned over $100,000 in salary and bonuses in fiscal 2000. The persons named
in the table below are hereinafter sometimes referred to as the "named executive
officers."
<TABLE>
<CAPTION>
Summary Compensation Table
Stock Option
Name and Principal Fiscal Grants(3)(4) All Other
Positions Year Annual Compensation (shares) Compensation(5)
------------- ------ ----------------------- ---------- ---------------
Salary(1) Bonus(1) Other(2)
<S> <C> <C> <C> <C> <C> <C>
Stephen H. Marcus 2000 $420,000 $275,106 $ -- N/A $5,521(6)
Chairman of the Board, 1999 $418,077 $284,737 $ -- N/A $7,918(6)
President and Chief 1998 $398,077 $362,684 $ -- N/A $7,028(6)
Executive Officer
Bruce J. Olson 2000 $261,058 $ 76,577 $ -- 10,000 $3,812
Group Vice President 1999 $248,558 $112,214 $ -- 7,500 $5,692
1998 $233,558 $147,600 $ -- 7,500 $5,507
H. Fred Delmenhorst 2000 $147,087 $ 15,000 $ -- 5,000 $3,737
Vice President-Human 1999 $141,327 $ 15,000 $ -- 3,750 $8,011
Resources 1998 $134,039 $ 20,000 $ -- 3,750 $7,274
Thomas F. Kissinger 2000 $157,961 $ 28,000 $ -- 5,000 $3,974
General Counsel and 1999 $148,558 $ 28,000 $ -- 3,750 $5,094
Secretary 1998 $134,039 $ 35,000 $ -- 3,750 $4,774
Douglas A. Neis 2000 $123,846 $ 15,000 $ -- 5,000 $3,550
Chief Financial Officer 1999 $114,135 $ 15,000 $ -- 3,750 $3,917
and Treasurer 1998 $105,423 $ 20,000 $ -- 3,000 $3,617
-----------------
(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 during an employee's first 60 days
of eligibility or, if later, prior to the start of any calendar year to
which it applies and must specify both a benefit payment commencement
date and a form of payment (i.e., lump sum, periodic installments or
monthly annuity), either of which may be substantially changed by
written election before the calendar year in which payments would
otherwise commence. 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., 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 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.
9
<PAGE>
(3) Fiscal 2000, 1999 and 1998 options were granted at 100% of fair market
value on the date of grant under the Company's 1995 Equity Incentive
Plan. See footnote (1) to the table set forth under "Stock Options --
Option Grants in 2000 Fiscal Year."
(4) Options granted during fiscal 1998 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.
(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 are divided into eight profit sharing groups, and the
profit performance contribution for the participating employees employed
by a particular profit sharing group is dependent on 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 include investment in Common 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 that are prescribed by applicable federal
law. The Company also provides all named executive officers with
long-term disability protection.
(6) In each of fiscal 2000, 1999 and 1998, 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
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 70, the present value of
the excess cash surrender value of all of such policies over the premium
payments is estimated to be approximately $496,000.
</TABLE>
10
<PAGE>
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 2000 to the named executive officers.
<TABLE>
<CAPTION>
Option Grants in 2000 Fiscal Year
Percentage of Potential Realizable Value at Assumed
Common Shares Total Options Annual Rates of Stock Price
Underlying Granted to All Exercise Appreciation for Option Term(3)
Options Employees in Price(2) Expiration -------------------------------
Name Granted(1) 2000 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 10,000 2.5% $12.3125 6/30/09 $77,433 $196,230
H. Fred Delmenhorst 5,000 1.2% $12.3125 6/30/09 $38,716 $ 98,115
Thomas F. Kissinger 5,000 1.2% $12.3125 6/30/09 $38,716 $ 98,115
Douglas A. Neis 5,000 1.2% $12.3125 6/30/09 $38,716 $ 98,115
------------------
(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 30, 1999. 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. These options 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 95,000 Common Shares subject to
incentive stock options, which were granted to the named executive
officers after the Company's fiscal 2000 year end (Olson - 50,000,
Delmenhorst - 15,000, Kissinger - 15,000 and Neis - 15,000) at an
exercise price of $11.4375 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 the exercise of the options on their stated
expiration date; the potential realizable values set forth under the
columns do not take into account applicable tax and expense
11
<PAGE>
payments that 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 assurance that the stock price appreciation rates for the
Common Shares assumed for purposes of this table will actually be
achieved.
</TABLE>
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 2000. No options were exercised by any of the
named executive officers during the Company's fiscal 2000.
<TABLE>
<CAPTION>
Fiscal 2000 Year-End Value Table
Number of Common Shares Value of Unexercised
Underlying Unexercised Options at In-the-Money Options at End of
End of Fiscal 2000(1) Fiscal 2000(4)
Name Exercisable(2)(3)/Unexercisable(2)(3) Exercisable/Unexercisable
---- ------------------------------------- -------------------------
<S> <C> <C>
Stephen H. Marcus N/A N/A
Bruce J. Olson 69,374 / 25,000 $84,319/ $0
H. Fred Delmenhorst 30,188 / 12,500 $41,037/ $0
Thomas F. Kissinger 22,875 / 12,500 $10,013/ $0
Douglas A. Neis 29,438 / 11,750 $41,037/ $0
----------------
(1) See vesting schedule of stock options set forth in footnote (1) under the
"Option Grants in 2000 Fiscal Year" table.
(2) Excludes 14,700 Common Shares subject to stock options that have vested
and become exercisable after the Company's 2000 fiscal year end (Olson -
6,000, Delmenhorst - 3,000, Kissinger - 3,000 and Neis - 2,700). Also
excludes 95,000 Common Shares subject to stock options that were granted
to the named executive officers after the Company's fiscal 2000 year end
(Olson - 50,000, Delmenhorst - 15,000, Kissinger - 15,000 and Neis -
15,000) at an exercise price of $11.4375 per share.
(3) Reflects adjustments for 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.
(4) 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 2000. The closing sale price of the Common
Shares on the New York Stock Exchange on May 25, 2000 was $11.00 per
share.
</TABLE>
Pension Plan
The Company has a nonqualified defined benefit pension plan
("Supplemental Plan") for eligible employees of the Company and its
subsidiaries. An employee participating in the Supplemental Plan is 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 that 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 2000, the reduction in annual Supplemental Plan
benefits would equal approximately $10,302.
12
<PAGE>
Estimated Annual Pension Plan Benefits
for Representative Years of Service
-----------------------------------------------------------
Final Five-Year
Average Compensation 15 20 25 30 35
-------------------- -- -- -- -- --
$100,000 $ 25,000 $ 33,300 $ 41,667 $ 50,000 $ 50,000
200,000 50,000 66,600 83,334 100,000 100,000
350,000 87,500 116,550 145,834 175,000 175,000
500,000 125,000 166,500 208,335 250,000 250,000
650,000 162,500 216,450 270,835 325,000 325,000
800,000 200,000 266,400 333,333 400,000 400,000
950,000 237,500 316,350 395,836 475,000 475,000
The Supplemental Plan is available to eligible employees of the Company
and its subsidiaries with annual compensation in excess of a specified level
(e.g., $85,000 in 2000), including the named executive officers of the Company.
The Supplemental Plan is a defined benefit retirement income program that
provides benefits based on 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 are not readily ascertainable and therefore are 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 (which, for the named
executive officers, is comprised of the salary and bonus amounts listed in the
"Summary Compensation Table" above) in determining its annual benefits,
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 reduces its benefits by the benefits attributable to the
employer contributions received by the participating employee under other
Company-sponsored plans, such as the Pension Plus Plan and the Company's former
qualified pension plans.
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 are paid out of the Company's general
corporate assets as benefit payments become due after retirement or other
termination. At the end of fiscal 2000, Stephen H. Marcus, Bruce J. Olson, H.
Fred Delmenhorst, Thomas F. Kissinger and Douglas A. Neis had 39, 26, 15, 7 and
14 years, respectively, of credited years of service under the Supplemental
Plan.
Director and Director Emeritus Compensation
Effective as of the 1999 Annual Meeting of the Shareholders, each
nonemployee director receives an annual retainer fee of $5,000 in cash and 392
Common Shares (which, as of the 1999 Annual Meeting of the Shareholders, was the
equivalent of $5,000). Each nonemployee director also receives $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) that 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 stock options to purchase 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 25,
2000, each nonemployee director
13
<PAGE>
received his or her annual automatic option grant to purchase 500 shares of
Common Stock at an exercise price of $11.00 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, Mr.
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 Mr. 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 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
2000, Mr. Marcus earned total cash compensation of $372,724 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 two composite peer
group indices selected in good faith by the Company and companies included in
the Russell 2000 Index. The composite peer group index (with restaurants) is
comprised of the Standard & Poor's Hotel/Motel Index (weighted 60%), the
Standard & Poor's Restaurants Index (weighted 7%) and a Company-selected theatre
index (weighted 33%), which includes Carmike Cinemas, Inc., Cineplex Odeon
Corp./Loews Cineplex Entertainment Corp. and AMC Entertainment, Inc. The
composite peer group index (without restaurants) is comprised of the Standard &
Poor's Hotel/Motel Index (weighted 65%) and the Company-selected theatre index
(weighted 35%). The Company has selected the composite peer group index (without
restaurants) as a new composite peer group index to reflect the fact that, as
previously reported by the Company, the Company has classified its restaurant
operations as discontinued for accounting purposes. The indices within the
composite peer group indices are weighted to approximate the relative revenue
contributions of each of the Company's respective business segments (counting
the limited-service lodging and hotel/resort segments as one segment) to the
Company's total revenues in fiscal 2000. The shareholder returns of the
companies included in the theatre index are weighted based on each such
company's relative market capitalization as of the beginning of the presented
periods.
14
<PAGE>
[GRAPHIC OMITTED]
<TABLE>
<CAPTION>
=======================================================================================================
5/31/95 5/31/96 5/31/97 5/31/98 5/31/99 5/31/00
=======================================================================================================
<S> <C> <C> <C> <C> <C> <C>
The Marcus Corporation $100 $138 $132 $145 $105 $93
-------------------------------------------------------------------------------------------------------
Composite Peer Group
Index (with Restaurants) $100 $134 $132 $178 $177 $123
-------------------------------------------------------------------------------------------------------
Composite Peer Group
Index (without Restaurants) $100 $134 $131 $178 $181 $126
-------------------------------------------------------------------------------------------------------
Russell 2000 Index $100 $134 $141 $169 $162 $176
=======================================================================================================
</TABLE>
CERTAIN TRANSACTIONS
During the 2000 fiscal year, the Company paid approximately $152,000 of
interest to certain entities owned by Ben Marcus, Stephen H. Marcus, Diane
Marcus Gershowitz and certain trusts for the benefit of members of their
families on nine debts of the Company owed to such entities. These debts are due
on demand and bear interest at the prime rate (9.50% as of May 25, 2000). The
largest aggregate amount outstanding on the above debts during the Company's
2000 fiscal year was $2,572,000. As of the end of the 2000 fiscal year, the
amount outstanding on the nine debts was $1,719,000. 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 in which Diane Marcus Gershowitz has an interest, to
develop and manage a luxury hotel project in Chicago, Illinois. These agreements
were terminated on October 2, 1999. In conjunction with this agreement, Marcus
Hotels advanced funds for the benefit of Virtuem for costs associated with the
development of the project. The advances are secured by a mortgage on Virtuem's
leasehold interest, bear interest at the prime rate plus 1.0% (10.50% as of May
25, 2000) and are due the earlier of (i) the date Virtuem has funds available
out of Net Cash Flow (as defined in the management agreement), (ii) the date
permanent financing is closed or (iii) in the event the management agreement is
terminated, one year after the date of such termination. As of the end of the
2000 fiscal year, the amount due from Virtuem on these advances was $2,068,000.
15
<PAGE>
As in prior years, during the 2000 fiscal year, the Company leased
automobiles from Selig Executive Leasing Co., Inc. Aggregate lease payments were
$477,000 in fiscal 2000. 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.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Company's directors and executive officers are required to report
their ownership of Common Shares and Class B Shares and any changes in that
ownership to the Securities Exchange Commission ("SEC") and the New York Stock
Exchange. In July 2000, a Form 5, reflecting the grant of restricted Common
Shares on October 4, 1999, was inadvertently filed late for each of Diane Marcus
Gershowitz, Daniel F. McKeithan, Jr., Allan H. Selig, Timothy E. Hoeksema and
Bronson J. Haase. In August 2000, a Form 5, reflecting the sale of Common Shares
by certain family trusts of which Stephen H. Marcus is a trustee, was
inadvertently filed late. To the best of the Company's knowledge, all required
filings in fiscal 2000, with the exception of those noted, were properly made in
a timely fashion. In making the above statements, the Company has relied upon
the representations of the persons involved and on copies of their reports filed
with the SEC.
OTHER MATTERS
Ernst & Young LLP acted as the independent auditors of the Company in
fiscal 2000 and it is anticipated that such firm will be similarly appointed to
act in fiscal 2001. 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 Company has filed an Annual Report on Form 10-K with the Securities
and Exchange Commission for its 2000 fiscal year, which ended on May 25, 2000.
The Company will provide a copy of the Form 10-K (excluding exhibits) without
charge to each person who was a record or beneficial owner of Common Shares or
Class B Shares as of 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 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
that will require the vote of shareholders. If any other business or matters
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.
A shareholder wishing to include a proposal in the Company's proxy
statement for its 2001 annual meeting of shareholders pursuant to Rule 14a-8
under the Securities Exchange Act of 1934 must forward the proposal to the
Company by April 26, 2001. In addition, a shareholder who otherwise intends to
present business at the 2001 Annual Meeting of Shareholders (including
nominating persons for election as directors) must comply with the requirements
set forth in the Company's By-laws. Among other things, to bring business before
an annual meeting, a shareholder must give written notice thereof, complying
with the By-laws, to the Secretary of the Company not later than 45 days prior
to the date in the current year corresponding to the date on which the Company
first mailed its proxy materials for the prior year's annual meeting.
Accordingly, if the
16
<PAGE>
Company does not receive notice of a shareholder proposal submitted otherwise
than pursuant to Rule 14a-8 prior to July 10, 2001, the notice will be
considered untimely and the Company will not be required to present such
proposal at the 2001 Annual Meeting of Shareholders. If the Board of Directors
chooses to present such proposal at the 2001 Annual Meeting of Shareholders, the
persons named in proxies solicited by the Board of Directors for the 2000 Annual
Meeting of Shareholders may exercise discretionary voting power with respect to
such proposal.
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.
On Behalf of the Board of Directors
/s/ Thomas F. Kissinger
Thomas F. Kissinger
General Counsel and Secretary
Milwaukee, Wisconsin
August 24, 2000
17
<PAGE>
[White]
THE MARCUS CORPORATION
PROXY FOR HOLDERS OF COMMON STOCK
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE 2000 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 25, 2000
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 2000 Annual Meeting
of Shareholders to be held at 10:00 A.M., local time, September 25, 2000, at the
Hilton Milwaukee City 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.
The undersigned acknowledges receipt of the Notice of the Annual Meeting, the
Proxy Statement and the 2000 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, the 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.
DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED
THE MARCUS CORPORATION 2000 ANNUAL MEETING
1. ELECTION OF DIRECTORS:
1. - Diane Marcus Gershowitz 2. - Timothy E. Hoeksema
3. - Stephen H. Marcus 4. - Daniel F. McKeithan, Jr.
5. - Bruce J. Olson 6. - Allan H. Selig
7. - Philip L. Milstein 8. - Bronson J. Haase
[_] FOR all [_] WITHHOLD AUTHORITY
nominees listed to vote for all
to the left nominees listed to
(except as the left.
specified
below).
----------------------------
(Instructions: To withhold authority to vote for
any indicated nominee, write the number(s) of the
nominee(s) in the box provided to the right.)
----------------------------
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.
Check appropriate box Date _______________________ NO. OF SHARES
Indicate changes below:
Address Change? [ ] Name Change? [ ]
---------------------------------------
---------------------------------------
Signature(s) in Box
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, please give full title as
such.
<PAGE>
[Blue]
THE MARCUS CORPORATION
PROXY FOR HOLDERS OF CLASS B COMMON STOCK
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE 2000 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 25, 2000
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 2000 Annual Meeting
of Shareholders to be held at 10:00 A.M., local time, September 25, 2000, at the
Hilton Milwaukee City 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.
The undersigned acknowledges receipt of the Notice of the Annual Meeting, the
Proxy Statement and the 2000 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, the 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.
DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED
THE MARCUS CORPORATION 2000 ANNUAL MEETING
1. ELECTION OF DIRECTORS:
1. - Diane Marcus Gershowitz 2. - Timothy E. Hoeksema
3. - Stephen H. Marcus 4. - Daniel F. McKeithan, Jr.
5. - Bruce J. Olson 6. - Allan H. Selig
7. - Philip L. Milstein 8. - Bronson J. Haase
[_] FOR all [_] WITHHOLD AUTHORITY
nominees listed to vote for all
to the left nominees listed to
(except as the left.
specified
below).
----------------------------
(Instructions: To withhold authority to vote for
any indicated nominee, write the number(s) of the
nominee(s) in the box provided to the right.)
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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.
Check appropriate box Date _______________________ NO. OF SHARES
Indicate changes below:
Address Change? [ ] Name Change? [ ]
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Signature(s) in Box
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, please give full title as
such.
