SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 21)*
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, 1999
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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
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Diane M. Gershowitz
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)[ ]
Not Applicable (b)[ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 5 SOLE VOTING POWER
SHARES 2,056,824
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BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 970,218
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING 2,056,824
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PERSON 8 SHARED DISPOSITIVE POWER
WITH 970,218
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,027,042
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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
10.13%
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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. 21 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, 1999):
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(a) Amount Beneficially Owned: 3,027,042
(b) Percent of Class: 10.13%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
2,056,824 Shares
(ii) shared power to vote or to direct the vote:
970,218 Shares
(iii) sole power to dispose or to direct the
disposition of: 2,056,824 Shares
(iv) shared power to dispose or to direct the
disposition of: 970,218 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
5,875 shares of Common Stock and 76,662 shares of Common Stock are held
individually by the undersigned. 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) 5,875 shares of Common Stock which Ms. Gershowitz has the
right to acquire upon exercise of stock options;
(ii) 76,662 shares of Common Stock held individually by Ms.
Gershowitz;
(iii) 1,974,287 shares of Class B Common Stock held individually
by Ms. Gershowitz;
(iv) 2,067 shares of Class B Common Stock held individually by
Ms. Gershowitz's husband; and
(v) 968,151 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, 2000
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Date
/s/ Stephen H. Marcus
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By Stephen H. Marcus as attorney-in-fact
pursuant to a power of attorney previously
filed with the Commission and incorporated
by reference.
