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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 24)*
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, 2002
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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 7 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Diane M. Gershowitz
-------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(SEE INSTRUCTIONS) (b) [ ]
Not Applicable
-------- ----------------------------------------------------------------------
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 1,812,034 (see footnote 1)
-------- --------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 973,751
-------- --------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 1,812,034 (see footnote 1)
-------- --------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER
WITH 3,855,807
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,667,841 (see footnote 1)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
N/A
-------- ----------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11 19.3%
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
12 IN
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1 Includes 1,569,300 shares beneficially owned by DG-LDJ Holdings, L.L.C.;
the undersigned holds 100% of the membership units of DG-LDJ Holdings,
L.L.C.
Page 2 of 7 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
DG-LDJ Holdings, L.L.C.
-------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(SEE INSTRUCTIONS) (b) [ ]
Not Applicable
-------- ----------------------------------------------------------------------
3 SEC USE ONLY
-------- ----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 1,569,300
-------- --------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
-------- --------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 1,569,300
-------- --------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,569,300
-------- ----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
N/A
-------- ----------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11 5.3%
-------- ----------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
12 OO
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Page 3 of 7 Pages
This Amendment No. 24 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:
Diane Marcus Gershowitz
(a) Amount Beneficially Owned: 5,667,841
(b) Percent of Class: 19.3%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 1,812,034
(ii) shared power to vote or to direct the vote: 973,751
(iii) sole power to dispose or to direct the disposition of:
1,812,034
(iv) shared power to dispose or to direct the disposition of:
3,855,807
Other than with respect to (i) 7,375 shares of Common Stock (which Ms.
Gershowitz has sole voting and dispositive power), (ii) 71,065 shares of Common
Stock (which Ms. Gershowitz has sole voting and dispositive power), and (iii)
26,000 shares of Common Stock (which Ms. Gershowitz shares 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.
Ms. Gershowitz's beneficial ownership consists of:
(i) 7,375 shares of Common Stock which Ms. Gershowitz has the right to
acquire upon the exercise of stock options;
(ii) 71,065 shares of Common Stock held individually by Ms. Gershowitz;
(iii) 26,000 shares of Common Stock held by a trust whereby Ms. Gershowitz
and her brother, Stephen H. Marcus, serve as Co-Trustees;
(iv) 164,294 shares of Class B Common Stock held individually by Ms.
Gershowitz;
Page 4 of 7 Pages
(v) 1,569,300 shares of Class B Common Stock held by DG-LDJ Holdings,
L.L.C., of which Ms. Gershowitz holds 100% of the membership units;
(vi) 900 shares of Class B Common Stock held individually by Ms.
Gershowitz's husband;
(vii) 972,851 shares of Class B Common Stock held by trusts whereby Ms.
Gershowitz serves as Trustee; and
(viii) 2,856,056 shares of Class B Common Stock held by trusts whereby Ms.
Gershowitz and her brother, Stephen H. Marcus, serve as Co-Trustees.
The trusts, Mr. Gershowitz, and Ms. Gershowitz, for shares held
individually, each have the right to receive dividends and proceeds from the
sale of securities held thereby.
DG-LDJ Holdings, L.L.C.
(a) Amount Beneficially Owned: 1,569,300
(b) Percent of Class: 5.3%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 1,569,300
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of:
1,569,300
(iv) shared power to dispose or to direct the disposition of: 0
Exhibits
--------
1. Agreement to file Schedule 13G jointly.
Page 5 of 7 Pages
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.
January 28, 2003
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Dated:
/s/ Diane Marcus Gershowitz
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Diane Marcus Gershowitz
DG-LDJ HOLDINGS, L.L.C.
By: /s/ Diane Marcus Gershowitz
-----------------------------------------
Diane Marcus Gershowitz
Manager
Page 6 of 7 Pages
Exhibit 1
AGREEMENT
AGREEMENT dated as of January 28, 2003, by and between Diane Marcus
Gershowitz and DG-LDJ Holdings, L.L.C., a Delaware limited liability company
("DG-LDJ").
WHEREAS, in accordance with Rule 13d-1(k) of the Securities Exchange Act of
1934 (the "Act"), only one such statement need be filed whenever two or more
persons are required to file a statement pursuant to Section 13(d) of the Act
with respect to the same securities, provided that said persons agree in writing
that such statement is filed on behalf of each of them.
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein contained, the parties hereto agree as follows:
Each of Diane Marcus Gershowitz and DG-LDJ hereby agree, in accordance with
Rule 13d-1(k) under the Act, to file one Statement on Schedule 13G relating to
their ownership of the stock of The Marcus Corporation and hereby further agree
that said Statement shall be filed on behalf of each of Diane Marcus Gershowitz
and DG-LDJ. Nothing herein shall be deemed to be an admission that the parties
hereto, or any of them are members of a "group" (within the meaning of Section
13(d) of the Act and the rules promulgated thereunder) with respect to any
securities of The Marcus Corporation.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
/s/ Diane Marcus Gershowitz
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Diane Marcus Gershowitz
DG-LDJ HOLDINGS, L.L.C.
By: /s/ Diane Marcus Gershowitz
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Diane Marcus Gershowitz
Manager
Page 7 of 7 Pages