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:
[X ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
THE MARCUS CORPORATION
(Name of Registrant as Specified in its Charter)
THE MARCUS CORPORATION
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-
6(i)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-
11.
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state how it was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange
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PRELIMINARY COPY
THE MARCUS CORPORATION
[LOGO]
250 East Wisconsin Avenue, Suite 1700
Milwaukee, Wisconsin 53202-4220
__________________________
NOTICE OF 1994 ANNUAL MEETING OF SHAREHOLDERS
To Be Held September 29, 1994
__________________________
To the Shareholders of
THE MARCUS CORPORATION:
NOTICE IS HEREBY GIVEN THAT the 1994 Annual Meeting of
Shareholders of THE MARCUS CORPORATION ("Company") will be held on
Thursday, September 29, 1994 at 10:00 A.M., local time, at The Grand
Geneva Resort and Spa, Highway 50 East (Highway 50 at Highway 12), 7036
Grand Way, Lake Geneva, Wisconsin, for the following purposes:
1. To elect seven directors for the ensuing year.
2. To consider and act upon a proposal to amend the Company's
Articles of Incorporation to increase the number of
authorized shares of Common Stock from 20,000,000 to
30,000,000 and the number of authorized shares of Class B
Common Stock from 9,000,000 to 20,000,000.
3. To consider and act upon a proposal to approve and ratify
the Company's 1994 Nonemployee Director Stock Option Plan.
4. 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 12, 1994 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 and will vote together in each instance as a
single class.
Shareholders are cordially invited to attend the meeting in
person and a map has been provided to assist you in locating The Grand
Geneva Resort and Spa. 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 notice in writing to the undersigned or by voting in person at
the meeting.
Accompanying this Notice of 1994 Annual Meeting of Shareholders
is a form of proxy and Proxy Statement.
On Behalf of the Board of Directors
[Printer to insert signature]
Thomas F. Kissinger
Secretary
Milwaukee, Wisconsin
August 30, 1994
[Back of Notice: Map to The Grand Geneva Resort and Spa.]
PRELIMINARY COPY
THE MARCUS CORPORATION
[LOGO]
__________________________
PROXY STATEMENT
__________________________
For
1994 Annual Meeting of Shareholders
To be Held September 29, 1994
This Proxy Statement and accompanying form of proxy are being
furnished to the shareholders of THE MARCUS CORPORATION ("Company")
beginning on or about August 30, 1994 in connection with the solicitation
of proxies by the Board of Directors of the Company ("Board") for use at
the Company's 1994 Annual Meeting of Shareholders to be held on Thursday,
September 29, 1994 at 10:00 A.M., local time, at The Grand Geneva Resort
and Spa, Highway 50 East (Highway 50 at Highway 12), 7036 Grand Way, Lake
Geneva, Wisconsin, and at any adjournment thereof (collectively,
"Meeting"), for the purposes set forth in the attached Notice of 1994
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 giving 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 seven director nominees set forth below;
(ii) FOR the amendment to the Company's Articles of Incorporation
increasing the number of authorized shares of Common Stock and Class B
Common Stock; (iii) FOR the Company's 1994 Nonemployee Director Stock
Option Plan; and (iv) on such other shareholder matters which may properly
come before the Meeting in accordance with the best judgment of the
persons named as proxies in the proxy.
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 12, 1994 ("Record Date") are entitled to vote at the
Meeting. As of the Record Date, the Company had outstanding and entitled
to vote 6,806,649 Common Shares and 6,225,333 Class B Shares. 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 69,059,979, consisting
of 6,806,649 votes represented by outstanding Common Shares and 62,253,330
votes represented by outstanding Class B Shares.
____________________
* Note to Printer: This is Page 1 (but do not mark as such).
ELECTION OF DIRECTORS
At the Meeting, the shareholders will elect seven directors of
the Company, constituting the entire Board, to hold office until the
Company's next annual meeting of shareholders and until their successors
are duly qualified and elected. If, prior to the Meeting, any of the
Board's nominees should 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 which do not contain any instructions
will be voted for another replacement nominee selected by the Board, if
any. 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 which 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 date of their
election. The names of the nominees, together with certain information
about each of them, are set forth below.
Director
Name Current Principal Occupation Age Since
[*] Ben Marcus Retired Chairman of the Board 83 1969
of the Company (1)(2)(3)
[*] Stephen H. Chairman of the Board, 59 1969
Marcus President and Chief Executive
Officer of the Company
(1)(2)(3)
[*] Diane Marcus Real estate management and 55 1985
Gershowitz investments (1)(3)
[*] George R. Retired Vice Chairman of Banc 70 1981
Slater One Corporation (bank holding
company) and retired Chairman
of the Board and Chief
Executive Officer of Banc One
Wisconsin Corporation
(Wisconsin bank holding
company)
[*] Lee Sherman President of Lee Sherman 68 1983
Dreyfus Dreyfus, Inc. (public
communications company),
retired President and Chief
Operating Officer of Sentry
Insurance (a mutual insurance
company) and former Governor
of the State of Wisconsin(4)
[*] Daniel F. President and Chief Executive 58 1985
McKeithan, Jr. Officer of Tamarack Petroleum
(operator of oil and gas
wells) and President and Chief
Executive Officer of Active
Investor Management, Inc.
(operator of oil and gas
wells)(5)
[*] John L. Murray Retired Chairman of the Board 67 1987
and Chief Executive Officer of
Universal Foods Corporation
(international manufacturer
and marketer of value-added
food products)(6)
_____________
* Printer Note: Director's pictures are to be included on left margin
next to each respective name.
_________________
(1) Diane Marcus Gershowitz and Stephen H. Marcus are the daughter and
son, respectively, of Ben Marcus.
(2) Ben Marcus retired as the Company's Chairman of the Board in December
1991, although he still serves as a nonofficer employee of the
Company. Because the Company operates as a holding company through
subsidiary corporations, Stephen H. Marcus is also an officer of
certain of the Company's principal operating subsidiaries.
(3) As a result of their beneficial ownership of Common Shares and Class
B Shares, Ben Marcus, 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) Lee Sherman Dreyfus is a director of Associated Bank-Menomonee Falls,
a banking subsidiary of Associated Banc-Corp.
(5) Daniel F. McKeithan, Jr. is a director of Firstar Corporation,
Wisconsin Gas Company and WICOR, Inc. and is a trustee of The
Northwestern Mutual Life Insurance Company ("NML"). NML is also one
of the Company's principal lenders.
(6) John L. Murray is a director of Briggs & Stratton Corporation, Twin
Disc, Inc., Universal Foods Corporation, Wisconsin Electric Power
Company and Wisconsin Energy Corporation.
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, including Daniel F. McKeithan,
Jr. (Chairman), Lee Sherman Dreyfus and John L. Murray. The Audit
Committee met once in fiscal 1994.
The Board has a Compensation and Personnel 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 1987
Stock Option Plan. See "Executive Compensation--Stock Options." The
Compensation and Personnel Committee is also vested with authority to
consider and nominate future directors of the Company. Shareholders
entitled to vote at the Meeting who wish to propose director nominees for
consideration at the Meeting may do so under the Company's By-laws only by
giving written notice of an intent to make such a nomination to the
Secretary of the Company not less than 15 days in advance of the Meeting.
Such notice must specify, among other things, the nominee's name,
biographical data and qualifications. The Compensation and Personnel
Committee consists of John L. Murray (Chairman), Daniel F. McKeithan, Jr.
and Lee Sherman Dreyfus. The Compensation and Personnel Committee met
twice in fiscal 1994. See "Executive Compensation -- Report on Executive
Compensation."
During the Company's 1994 fiscal year, four meetings of the
Board were held. No director attended less than 75% of the meetings of
the Board and committees thereof on which he or she served, except Ben
Marcus who missed two Board meetings.
NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
General
The purpose of the Company's 1994 Nonemployee Director Stock
Option Plan (the "Director Plan") is to promote the achievement of long-
term growth and financial success of the Company by attracting and
retaining nonemployee directors of outstanding competence and by better
aligning the personal financial interests of the Company's nonemployee
directors with those of its shareholders. The Director Plan was adopted
by the Board on June 24, 1994, subject to shareholder approval, and will
be effective as of the date of the Meeting, if approved thereat by the
shareholders.
The following summary description of the Director Plan is
qualified in its entirety by reference to the full text of the Director
Plan attached as Exhibit A hereto.
Eligibility; Administration
Directors who are not employees of the Company or any subsidiary
are eligible to participate in the Director Plan. Currently, five
directors are eligible to participate in the Director Plan, including
Diane Marcus Gershowitz, George R. Slater, Lee Sherman Dreyfus, Daniel F.
McKeithan, Jr. and John L. Murray.
Each nonemployee director is automatically entitled, as described
below, to receive specified grants of nonqualified stock options on
certain dates under the Director Plan. Accordingly, the Director Plan is
intended to be self-governing in virtually all substantive respects. Any
questions of interpretation will be resolved by the Board consistent with
the terms of the Director Plan.
Grants Under the Director Plan; Available Stock
The Director Plan provides that up to 50,000 Common Shares
(subject to adjustment as described below) will be reserved and made
available for issuance upon the exercise of nonqualified stock options
granted under the Director Plan. If any option granted under the Director
Plan terminates, expires or is canceled prior to the delivery of all the
Common Shares issuable pursuant to the option, such Common Shares
(assuming the holder of the option did not receive dividends on the shares
or exercise any other indicia of ownership) will be made available again
for issuance pursuant to other option grants under the Director Plan.
Option Terms
Upon the approval of the Director Plan by the shareholders at
the Meeting, each then serving nonemployee director will automatically be
granted an option to purchase 1,000 Common Shares. Thereafter, on the
date when any new nonemployee director is first elected or appointed as a
director of the Company during the existence of the Director Plan, the new
nonemployee director will automatically be granted an option to purchase
1,000 Common Shares. Additionally, on the last day of each fiscal year
during the term of the Director Plan, each then serving nonemployee
director will automatically be granted an option to purchase 500 Common
Shares. The exercise price for all options granted under the Director
Plan will be the fair market value of the Common Shares on the date of
grant, as determined by reference to the closing sale price of the Common
Shares on the New York Stock Exchange on the date of grant. Options will
have a term of ten years and will be fully vested and exercisable
immediately after grant.
Options may be exercised by payment in full to the Company of
the exercise price either in cash, previously acquired Common Shares
having a fair market value on the date of exercise equal to the option
exercise price (provided such Common Shares have been owned by the
optionee for at least six months prior to exercise) or a combination
thereof. Options may not be sold, assigned, transferred or disposed of in
any manner other than by will or the laws of descent and distribution.
The designation of a beneficiary will not constitute a transfer.
Antidilution Adjustments
In the event of any stock dividend, stock split, combination or
exchange of shares, merger, consolidation, spinoff, recapitalization or
other distribution affecting the Common Shares such that an adjustment is
determined by the Board to be appropriate in order to prevent dilution or
diminishment of the benefits or potential benefits intended to be made
available under the Director Plan, the Board may, in such manner as it may
deem equitable, adjust either or both the number of Common Shares and/or
the exercise price of outstanding options granted under the Director Plan,
together with an adjustment to the number of Common Shares which remain
eligible for issuance upon further grant of options under the Director
Plan.
Amendment and Termination
The Board may amend, suspend or terminate the Director Plan at any
time, except that no such action may affect adversely any then outstanding
options granted under the Director Plan without the approval of the
respective optionee. The Director Plan further provides that the
provisions governing the granting of options may not be amended more than
once every six months, other than to comport with changes in the Internal
Revenue Code, the Employee Retirement Income Security Act of 1974 or the
rules promulgated thereunder, as allowed under Section 16 of the
Securities Exchange Act of 1934. The Director Plan terminates ten years
after its effective date.
Certain Federal Income Tax Consequences
The grant of an option under the Director Plan will create no
income tax consequences to the optionee or the Company. A nonemployee
director will generally recognize ordinary income at the time of option
exercise in an amount equal to the excess of the fair market value of the
Common Shares at such time over the exercise price. The Company will be
entitled to a deduction in the same amount and at the same time as
ordinary income is recognized by the nonemployee director. A subsequent
disposition of the Common Shares by the nonemployee director will give
rise to capital gain or loss by the nonemployee director to the extent the
amount realized from the sale differs from the tax basis, i.e. the fair
market value of the Common Shares on the date of exercise. This capital
gain or loss will be a long-term capital gain or loss if the Common Shares
had been held for more than one year from the date of exercise.
Future Grants
No options have yet been granted under the Director Plan.
Assuming the shareholders approve the Director Plan at the Meeting, each
nonemployee director will automatically receive an option to purchase
1,000 Common Shares at an exercise price equal to the closing sale price
of the Common Shares on the New York Stock Exchange on the date of the
Meeting. For example, on August 12, 1994, the closing sales price of the
Common Stock on the New York Stock Exchange was $__________. If the
Director Plan had been in effect in fiscal 1994, each current nonemployee
director of the Company would have automatically received on May 26, 1994
an option to purchase 500 Common Shares at an exercise price of $27.13.
Vote Required
For the Director Plan to be approved, the votes cast by the
holders of the outstanding Common Shares and Class B Shares, voting
together as a single class, for the Director Plan must exceed the number
of votes cast against the Director Plan; provided that a majority of the
votes represented by outstanding Common Shares and Class B Shares on the
Record Date are voted on the proposal. Assuming that a quorum of votes is
represented at the Meeting, any shares not voted at the Meeting on the
Director Plan (whether by broker nonvotes, abstentions or otherwise) will
have no impact on the vote. As of the Record Date, the Company's
directors and officers as a group, including Ben Marcus, Stephen H. Marcus
and Diane Marcus Gershowitz, beneficially owned approximately 89.5% of the
combined voting power of the Common Shares and Class B Shares. See "Stock
Ownership of Management and Others." Since it is expected that such
individuals will vote in favor of approving the Director Plan, sufficient
affirmative votes to approve the Director Plan are assured.
Common Shares and Class B Shares represented at the Meeting by
executed but unmarked proxies will be voted "FOR" the Director Plan,
unless a vote against the Director Plan or to abstain from voting is
specifically indicated on the proxy.
The Board unanimously recommends that shareholders vote FOR the
Director Plan.
AUTHORIZED STOCK AMENDMENT
General
The Board has approved and recommends that the shareholders
adopt an amendment to Article 2 of the Company's Articles of Incorporation
which would increase the number of authorized Common Shares from
20,000,000 to 30,000,000 and the number of authorized Class B Shares from
9,000,000 to 20,000,000 ("Authorized Stock Amendment"). The Authorized
Stock Amendment will not increase or otherwise affect the number of
authorized shares of preferred stock which may be issued by the Company.
The provisions of Article 2 of the Company's Articles of Incorporation, as
proposed to be amended by the Authorized Stock Amendment, are set forth in
Exhibit B to this Proxy Statement.
As of the Record Date, in addition to the 6,806,649 Common
Shares issued and outstanding, an additional 449,475 Common Shares were
reserved for issuance under the Company's 1987 Stock Option Plan, and an
additional 6,225,333 Common Shares were reserved for issuance upon any
potential conversions of the Class B Shares. Further, if the proposed
Director Plan is adopted by shareholders at the Meeting, an additional
50,000 Common Shares will be reserved for issuance upon exercise of
options which may be granted thereunder. As of the Record Date, 6,225,333
Class B Shares were issued and outstanding, with no further Class B Shares
reserved for subsequent issuance. Therefore, as of the Record Date, there
were a total of 13,481,457 Common Shares either issued and outstanding or
reserved for issuance out of a total of 20,000,000 authorized Common
Shares, leaving a total of 6,518,543 Common Shares remaining available for
subsequent issuance or reservation. Similarly, as of the Record Date, a
total of 3,774,667 Class B Shares remain available for subsequent
issuance. The Company's Articles of Incorporation only allow additional
issuances of Class B Shares as part of a stock split or dividend in
conjunction with and in the same ratio as a stock split or dividend on the
Common Shares and only to the holders of then outstanding Class B Shares.
The Board believes that the increased number of authorized
Common Shares contemplated by the proposed Authorized Stock Amendment is
desirable to make additional unreserved Common Shares available for
issuance or reservation without further shareholder authorization, except
as may be required by law or by the rules of the New York Stock Exchange.
Authorizing the Company to issue more shares than currently authorized by
the Articles of Incorporation will not affect materially any substantive
rights, powers or privileges of holders of Common Shares or the Class B
Shares. There are currently no shares of preferred stock outstanding.
The Company does not have any current plans or intentions to issue any of
the additionally authorized Common Shares or Class B Shares, or any
preferred stock. However, the Board believes that having such additional
shares authorized and available for issuance or reservation will allow the
Company to have greater flexibility in considering potential future
actions involving the issuance of stock, including stock dividends or
splits. The Board has no current plans to effect such potential actions.
Other than with respect to the reservation of Common Shares in connection
with (i) the Company's 1987 Stock Option Plan; (ii) the conversion of
Class B Shares into Common Shares; and (iii) the Director Plan if approved
at the Meeting, the Company has no other plans or other existing or
proposed agreements or understandings to issue, or reserve for future
issuance, any of the additional Common Shares or Class B Shares which
would be authorized by the Authorized Stock Amendment.
As a result of their beneficial ownership of approximately 89.4%
of the combined voting power of the Common Shares and Class B Shares, Ben
Marcus, Stephen H. Marcus and Diane Marcus Gershowitz may be deemed to
control, or share in control, of the Company. Therefore, the Company does
not view the Authorized Stock Amendment as part of an "anti-takeover"
strategy. The Authorized Stock Amendment is not being advanced as a
result of any known effort by any party to accumulate Common Shares or to
obtain control of the Company. See "Stock Ownership of Management and
Others."
Vote Required
In order for the Authorized Stock Amendment to be approved, the
following votes must be obtained: (i) the affirmative vote of a majority
of the votes entitled to be cast at the Meeting by the holders of the
Common Shares, voting separately as a class; (ii) the affirmative vote of
a majority of the votes entitled to be cast at the Meeting by the holders
of the Class B Shares, voting separately as a class; and (iii) the
affirmative vote of a majority of the votes entitled to be cast at the
Meeting by the holders of the Common Shares and the Class B Shares, voting
together as a single class. Any votes represented by Common Shares or
Class B Shares not cast at the Meeting (whether by broker nonvotes,
abstentions or otherwise) will be treated as votes against the Authorized
Stock Amendment. As of the Record Date, the Company's directors and
officers as a group, including Ben Marcus, Stephen H. Marcus and Diane
Marcus Gershowitz, beneficially owned approximately 94.5% of the voting
power of Class B Shares and 89.5% of the combined voting power of the
Common Shares and Class B Shares. See "Stock Ownership of the Management
and Others." Since it is expected that such individuals will vote in
favor of approving the Authorized Stock Amendment, sufficient votes for an
affirmative vote of the majority of the Class B Shares, voting separately
as a class, and sufficient votes for an affirmative vote of the majority
of the Common Shares and the Class B Shares, voting together as a single
class, are assured. However, there is no assurance that an affirmative
vote of a majority of the votes entitled to be cast by the Common Shares,
voting separately as a class, will be obtained for the Authorized Stock
Amendment.
Common Shares and Class B Shares represented by executed but
unmarked proxies will be voted "FOR" the Authorized Stock Amendment,
unless a vote against the Authorized Stock Amendment or to abstain from
voting is specifically indicated on the proxy.
The Board unanimously recommends that shareholders vote FOR
approval of the Authorized Stock Amendment.
STOCK OWNERSHIP OF MANAGEMENT AND OTHERS
The following table sets forth information as of the Record Date
as to the Common Shares and any Class B Shares beneficially owned by (i)
each director and each executive officer named in the Summary Compensation
Table set forth below under "Executive Compensation -- Summary
Compensation;" (ii) all current directors and executive officers as a
group; and (iii) 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.
Percentage of
Sole Voting Shared Voting Total Share Aggregate
and and Ownership and Voting
Name of Individual or Investment Investment Percentage of Power<F1>
Group/Class of Stock Power<F1> Power<F1> Class<F1>
Directors and Executive Officers
Ben Marcus<F2>
Common Shares 621<F3> -0- 621<F3>
* 32.8%
Class B Shares -0- 2,265,564 2,265,564
(36.4%)
Stephen H. Marcus<F2>
Common Shares 930<F3> 33,011 33,941<F3>
* 36.0%
Class B Shares 1,259,773 1,224,919<F4> 2,484,692
(39.9%)
Diane Marcus
Gershowitz<F2>
Common Shares -0- -0- -0-
* 27.2%
Class B Shares 1,018,718 857,405 1,876,123
(30.1%)
George R. Slater
Common Shares<F5> 500 -0- 500
* *
Lee Sherman Dreyfus
Common Shares 3,000 -0- 3,000
* *
Daniel F. McKeithan,
Jr.
Common Shares 1,000 -0- 1,000
* *
John L. Murray
Common Shares 1,500 -0- 1,500
* *
Bruce J. Olson
Common Shares<F6> 13,303<F3> 14,560 27,863<F3> *
*
Kenneth A. MacKenzie
Common Shares<F6> 7,610<F3> 200 7,810<F3> *
*
H. Fred Delmenhorst
Common Shares<F6> 4,992<F3> 450 5,442<F3> *
*
All directors and
executive officers as
a group (11
persons)<F7>
Common Shares<F8> 33,556<F3> 48,221 81,777<F3>
(1.2%) 89.5%
Class B Shares 2,278,491 3,892,960 6,171,451
(99.1%)
Other Five Percent Shareholders
Neuberger & Berman<F9>
Common Shares<F10> 747,200 -0- 747,200 *
(10.9%)
Dimensional Fund
Advisors Inc.<F11>
Common Shares<F12> 341,575 -0- 341,575 *
(5.0%)
__________________
* Less than 1%.
<FN>
<F1> There are included in some cases shares over which a director or executive officer 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 after each of the following directors has also been included in
the beneficial ownership of at least one other director: Ben Marcus (199,698); Stephen H. Marcus (529,724); and Diane
Marcus Gershowitz (529,724). 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, in order 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 which 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 which may be issued upon conversion of outstanding Class B Shares.
<F2> The address of Ben Marcus, Stephen H. Marcus and Diane Marcus Gershowitz is 250 East Wisconsin Avenue, Suite 1700,
Milwaukee, Wisconsin 53202-4220.
<F3> Includes 621, 830, 714, 379, 361 and 2,905 Common Shares held for the respective accounts of Ben Marcus, Stephen H.
Marcus, Bruce Olson, Kenneth A. MacKenzie, H. Fred Delmenhorst, and all directors and officers as a group in the
Company's Pension Plus Plan as of December 31, 1993, the latest practicable date for which such data is available. See
"Executive Compensation -- Summary Compensation Information."
<F4> Includes 55,532 shares disclaimed by Mr. Marcus, which shares are otherwise beneficially owned by the children of Mr.
Marcus' sister, Diane Marcus Gershowitz. Mr. Marcus acts as custodian over such shares. Such shares are also deemed to
be beneficially owned by Diane Marcus Gershowitz. See footnote (1).
<F5> During fiscal 1994, Mr. Slater filed an untimely Form 4 report concerning a purchase of Common Shares.
<F6> Includes 4,500 and 240 Common Shares subject to acquisition by Bruce Olson and Kenneth A. MacKenzie, respectively,
pursuant to the exercise of vested stock options held on the Record Date. During fiscal 1994, each of Bruce Olson and H.
Fred Delmenhorst filed an untimely Form 4 report concerning their sale of Common Shares after their respective exercise
of stock options granted under the 1987 Stock Option Plan. See "Executive Compensation -- Stock Options."
<F7> In determining the aggregate beneficial ownership of Common Shares and Class B Shares for all directors and executive
officers as a group, shares which are beneficially owned by more than one director or officer have been counted only once
to avoid overstatement. See footnote (1).
<F8> Includes 4,740 Common Shares subject to acquisition pursuant to the exercise of vested stock options held by executive
officers of the Company on the Record Date. See "Executive Compensation--Stock Options."
<F9> The address of Neuberger & Berman ("N&B") is 605 Third Avenue, New York, New York 10158.
<F10> Other than share ownership percentage information, the information set forth is as of January 31, 1994, as reported by
N&B in its Schedule 13G filed with the SEC and the Company. According to such Schedule 13G, partners of N&B own 43,000
shares and N&B disclaims beneficial ownership of these shares which were purchased with the personal funds of the N&B
partners.
<F11> The address of Dimensional Fund Advisors Inc. ("DFA") is 1299 Ocean Avenue, 11th Floor, Santa Monica, California
90401.
<F12> Other than share ownership percentage information, the information set forth is as of February 9, 1994, as reported by
DFA in its Schedule 13G filed with the SEC and the Company.
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 which 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 Personnel 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 options 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; (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 (such as the Company's acquisition and renovation of The Grand
Geneva Resort and Spa or the restructuring of the Company's restaurant
division). 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 the adjustment to Mr. Marcus' base salary
for fiscal 1995, the Committee specifically took into account the
Company's record-setting revenue and earnings performance for fiscal 1994.
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 1994 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 1994, particularly as such contributions and achievements related
to advancing the Company's entrepreneurial philosophy. Specific corporate
performance factors considered in making fiscal 1994 bonus determinations
for such executives were the Company's ____% increase in revenues, ____%
increase in earnings and ____% increase in earnings per share, all
compared to fiscal 1993. The fiscal 1994 bonus award for the named
executive officer 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 over-all
financial performance of the Company in fiscal 1994. Mr. Marcus received
a fiscal 1994 bonus 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. Mr. Marcus is not eligible to receive option
grants under the Company's 1987 Stock Option Plan. Since Mr. Marcus and
his family own approximately 48% of the outstanding Common Shares and
Class B Shares, his economic interests are directly linked to the price
performance of the Company's Common Shares. Therefore, at the time the
Company's 1987 Stock Option 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 1994
to key employees other than the named executive officers constituted 87.1%
of all 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, nonqualified deferred compensation plan, health insurance,
life and disability insurance and other benefits.
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 Personnel Committee:
John L. Murray, Chairman
Daniel F. McKeithan, Jr.
Lee Sherman Dreyfus
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 the other executive officers of the
Company who earned over $100,000 in salary and bonuses in fiscal 1994.
The persons named in the table below are hereinafter sometimes referred to
as the "named executive officers."
Summary Compensation Table
Annual Compensation Stock Option
Name and Principal Fiscal Grants<F4> All Other
Positions Year Salary<F1> Bonus<F2> Other<F3> (shares) Compensation<F5>
Stephen H. Marcus 1994 $275,543 $ $2,250 N/A $ 4,151
Chairman of the Board 1993 $245,600 $210,149 $2,500 N/A $ 4,048
President and Chief 1992 $208,172 $191,584 $2,500 N/A $ 3,302
Executive Officer <F3>
Bruce J. Olson 1994 $162,661 $ $ -- 10,000 $ 1,593
Group Vice President 1993 $153,269 $121,013 $ -- 7,500 $ 2,908
1992 $138,510 $ 96,395 $ -- -- $ 1,078
Kenneth A. MacKenzie 1994 $ 96,018 $ 12,000 $ -- 4,000 $ 2,762
Chief Financial Officer, 1993 $ 94,539 $ 19,000 $ -- 3,750 $ 1,307
Treasurer and Controller 1992 $ 90,602 $ 8,500 $ -- -- $ 1,258
H. Fred Delmenhorst 1994 $ 99,525 $ 12,000 $ -- 4,000 $ 1,914
Vice President-Human 1993 $ 92,308 $ 10,000 $ -- $ 3,750 $ 1,357
Resources 1992 $ 86,503 $ 9,000 -- -- $ 1,324
<FN>
_________________
<F1> 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 and Mr. Marcus' salary amount listed for fiscal 1994
includes $25,000 payable during fiscal 1995. 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 prior to the start of any
calendar year to which it applies and must specify both a benefit payment commencement date beyond the end of the last
such calendar year and the form of payment (i.e., lump sum, periodic installments or monthly annuity). 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.
<F2> Bonus amounts listed relate to the fiscal year to which such bonuses are attributable.
<F3> Includes for Mr. Marcus the amount of directors' fees he earned in fiscal 1994, 1993 and 1992. See "Director
Compensation" below. 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 reporting thresholds of the lesser of $50,000 or
10% of the annual salary and bonus reported for each respective named executive officer.
<F4> Granted at 100% fair market value on the date of grant under the Company's 1987 Stock Option Plan. See footnote (1) to
the table set forth under "Stock Options--Option Grants in 1994 Fiscal Year" below for additional information.
<F5> 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 10% 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. For purposes of the profit performance contribution, the
Company and its subsidiaries have been divided into eight profit sharing groups, and the profit performance contribution
for the participating employees employed by a particular profit sharing group is dependent upon 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 also 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 make a withdrawal of pre-tax savings deposits for
certain hardship reasons which are prescribed by applicable federal law. The Company also provides all named executive
officers with long-term disability protection.
Stock Options
The Company has a 1987 Stock Option Plan ("1987 Plan") pursuant to
which options to acquire Common Shares may be granted until June 1997 by
the Committee to officers and other key employees of the Company and its
subsidiaries, including executive officers and directors. 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 1987 Plan. The following table sets
forth information concerning the grant of stock options under the 1987
Plan during fiscal 1994 to the named executive officers.
Option Grants in 1994 Fiscal Year
Common Percentage of Potential Realizable Value at
Shares Total Options Assumed Annual Rates of Stock
Underlying Granted to All Exercise Price
Options Employees in Price<F2> Expiration Appreciation for Option Term<F3>
Name Granted<F1> 1994 Fiscal Year (per share) Date 5% 10%
Stephen H. Marcus . N/A N/A N/A N/A N/A N/A
Bruce J. Olson . . 5,000 3.6% $ 22.50 06/21/98 $31,100 $68,700
5,000 3.6% $ 27.00 12/13/98 $37,300 $82,400
Kenneth A. MacKenzie
2,000 1.4% $ 22.50 06/21/98 $12,400 $27,500
2,000 1.4% $ 27.00 12/13/98 $14,900 $33,000
H. Fred Delmenhorst 2,000 1.4% $ 22.50 06/21/98 $12,400 $27,500
2,000 1.4% $ 27.00 12/13/98 $14,900 $33,000
<FN>
__________________
<F1> Options granted under the 1987 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
nonstatutory stock options under the Internal Revenue Code and were granted on June 22, 1993 and December 14, 1993. 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, as determined by the Committee. Options granted under the 1987 Plan 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
four years and six months, but not after the five-year option period.
<F2> The exercise price of options may be paid in cash, by delivering previously issued Common Shares or any combination
thereof.
<F3> 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
that the options are exercised on their stated expiration date; the potential realizable values set forth do not take
into account applicable tax and expense payments which 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 five-
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 assurances that the stock price appreciation rates for the Common Shares assumed for purposes of
this table will actually be achieved.
The following table sets forth certain information with respect to
the named executive officers concerning their stock options exercised in
fiscal 1994 and unexercised stock options held as of the end of fiscal
1994.
Aggregated Option Exercises and Fiscal 1994 Year-End Value Table
Number of Common Shares
Number of Underlying Unexercised Value of Unexercised
Common Shares Options at In-the-Money Options at End
Acquired Upon Value End of Fiscal 1994<F2> of Fiscal 1994<F3>
Name Exercise Received<F1> Exercisable/Unexercisable Exercisable/Unexercisable
Stephen H. Marcus . N/A N/A N/A N/A
Bruce J. Olson . . 3,750 $30,938 4,500/20,500 $90,585/$175,165
Kenneth A. MacKenzie 450 $3,713 240/8,470 $4,831/$69,502
H. Fred Delmenhorst 2,250 $18,563 0/8,200 $0/$64,067
<FN>
________________
<F1> Reflects the dollar value difference between the closing sale price of the Common Shares on the New York Stock Exchange
on the date of exercise, less the stock option's exercise price, multiplied by the number of Common Shares acquired upon
exercise.
<F2> See vesting schedule of options set forth in footnote (1) under the Option Grants in 1994 Fiscal Year table above.
<F3> 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 1994. The closing sale price of the Common Shares on the New York Stock Exchange on May 26, 1994 was $27.13 per
share.
Pension Plan
The Company has a nonqualified defined benefit pension plan
("Supplemental Plan") for the eligible employees of the Company and its
subsidiaries with annual compensation in excess of a specified level
(e.g., $64,245 in 1994), including named executive officers of the
Company. The Supplemental Plan is a defined benefit retirement income
program which provides benefits based upon the employee's final five-year
average compensation. The amounts accrued for named executive officers
under the Supplemental Plan cannot be readily ascertained and are,
therefore, 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 in determining its annual benefits
(which, for the named executive officers, would be comprised of the salary
and bonus amounts listed in the Summary Compensation Table above),
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 also reduces its benefits by the benefits
attributable to employer contributions which the participating employee
received under other Company-sponsored plans, such as the Pension Plus
Plan and the Company's former qualified pension plans. An employee
participating in the Supplemental Plan will be 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 which are payable under other Company-sponsored plans. For
an employee entitled to the highest level of Social Security benefits who
retired at age 65 during fiscal year 1994, the reduction in annual
Supplemental Plan benefits would have been approximately $6,882.
Estimated Annual Pension Plan Benefits
for Representative Years of Service
Final Five-Year
Average Compensation 15 20 25 30 35
$ 60,000 $ 15,000 $ 20,000 $ 25,000 $ 30,000 $30,000
120,000 30,000 40,000 50,000 60,000 60,000
180,000 45,000 60,000 75,000 90,000 90,000
240,000 60,000 80,000 100,000 120,000 120,000
400,000 100,000 133,000 167,000 200,000 200,000
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 will be paid out of the Company's general
corporate assets as benefit payments become due after retirement or other
termination. At the end of fiscal 1994, Stephen H. Marcus, Bruce J.
Olson, Kenneth A. MacKenzie and H. Fred Delmenhorst had 33, 20, 15 and 10
years, respectively, of credited years of service under the Supplemental
Plan.
Director Compensation
Under the Company's newly-adopted standard director compensation
policy, beginning in fiscal 1995, each nonemployee director will receive
an annual retainer fee of $8,000, together with $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 chairman),
which he or she attends. Additionally, shareholders at the Meeting are
being asked to approve and ratify the Director Plan. See "Nonemployee
Director Stock Option Plan."
Ben Marcus, the founder of the Company in 1935, retired from his
position as the Company's Chairman of the Board in December 1991; however,
Mr. Marcus continues to serve the Company as a director and nonofficer
employee. In fiscal 1993, the Committee adopted a compensation policy
applicable to Ben Marcus that attempts to recompense him for his many
years of service and dedication to the founding, development and growth of
the Company. To help ensure Ben Marcus' continued availability to consult
with officers and employees of the Company, and to recognize his
contributions to the founding and success of the Company, Mr. Marcus is
entitled to receive for the remainder of his life (and thereafter his wife
will be entitled to receive for the remainder of her life) a consulting
fee partially linked to a percentage of the Company's pre-tax earnings.
Mr. Marcus is also entitled to receive continued salary payments as an
employee of the Company. In fiscal 1994, Ben Marcus received total cash
compensation of $288,019 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 companies included within the S&P 500 Composite
Index, the NASDAQ Composite Index and to a composite peer group index
selected in good faith by the Company. As a result of the Company moving
its listing of the Common Shares from the Nasdaq Stock Market to the New
York Stock Exchange in December 1993, the Company determined to replace
the NASDAQ Composite Index with the S&P 500 Composite Index in its stock
performance graph. As a result of this change, the rules of the
Securities and Exchange Commission as of the beginning of the presented
periods require that both indices be included in the performance graph set
forth below. The composite peer group index is comprised of the Standard
& Poor's Hotel/Motel Index (weighted 50%), Standard & Poor's Restaurants
Index (weighted 25%) and a Company-selected theatre index (weighted 25%)
which includes Carmike Cinemas, Inc., Cineplex Odeon and AMC
Entertainment. The indices within the composite industry index have been
weighted to approximate the relative revenue contributions of each of the
Company's three business segments to the Company's total revenues. The
shareholder returns of the companies included in the theatre index have
been weighted based on each such company's relative market capitalization
as of the beginning of the presented periods.
5/31/ 5/31/ 5/31/ 5/31/ 5/31/ 5/31/
89 90 91 92 93 94
The Marcus $100 $98 $105 $113 $225 $262
Corporation
Composite Peer $100 $79 $72 $76 $98 $120
Group Index
NASDAQ Composite $100 $103 $113 $131 $157 $165
Index
S&P 500 Composite $100 $116 $130 $142 $158 $165
Index
CERTAIN TRANSACTIONS
The Company leases, under capital and operating leases, real
estate occupied by 10 of the Company's facilities under long-term leases
from two entities wholly-owned by Ben Marcus, Stephen H. Marcus, Ida Lowe
and certain spouses and trusts for the benefit of members of their
families ("Affiliated Parties") for an aggregate annual rental of
approximately $306,000, and from Stephen H. Marcus and Diane Marcus
Gershowitz for an aggregate annual rental of approximately $84,000. The
Company has renewal options for all of these leases which, if fully
exercised, would result in these leases expiring at various times between
2005 and 2030. Ida Lowe is the sister of Ben Marcus.
During the 1994 fiscal year, the Company paid approximately
$137,336 of interest to certain entities owned by certain of the
Affiliated Parties on five debts of the Company owed to such entities.
These debts are due on demand and bear an interest rate of 8%. The
largest aggregate amount outstanding on the above debts during the
Company's 1994 fiscal year was $1,645,000. As of the end of the 1994
fiscal year, the amount outstanding on the five debts was $1,645,000.
Payment of both principal and interest on these debts is current.
In fiscal 1994, the Company transferred ownership of a post
office building in Milwaukee, Wisconsin to an affiliated corporation owned
by Stephen H. Marcus, Diane Marcus Gershowitz, Ben Marcus and others in
exchange for four restaurant properties owned by the affiliated
corporation. The fair market value of the post office building was
determined internally by the Company to be equal to the internally
estimated $2,182,800 aggregate fair market value of the four restaurants
received in exchange for the building. The transaction was effected in
order to more closely align the ongoing business interests of the
respective corporations with the types and uses of the properties owned.
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.
OTHER MATTERS
Representatives from Ernst & Young 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 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 which will require the vote of shareholders. For other
business to be properly brought before the Meeting by a shareholder, such
shareholder must give written notice of such proposed business complying
with the Company's By-laws to the Secretary of the Company not less than
15 days in advance of the Meeting. If any other business or matters
should 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.
The Company has filed an Annual Report on Form 10-K with the
Securities and Exchange Commission for its 1994 fiscal year which ended on
May 26, 1994. The Company will provide a copy of such Form 10-K
(excluding exhibits) without charge to each person who is a record or
beneficial owner of Common Shares or Class B Shares on 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,
Director of Legal Affairs and Secretary, The Marcus Corporation, 250 East
Wisconsin Avenue, Suite 1700, Milwaukee, Wisconsin 53202-4220.
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. 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. 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.
A shareholder wishing to include a proposal in the Company's
proxy statement for its 1995 Annual Meeting of Shareholders must forward
the proposal to the Company by May 2, 1995.
On Behalf of the Board of Directors
[Printer to Insert Signature]
Thomas F. Kissinger
Secretary
Milwaukee, Wisconsin
August 30, 1994
Attachments
Exhibit A
THE MARCUS CORPORATION
1994 Nonemployee Director
Stock Option Plan
ARTICLE 1. ESTABLISHMENT, PURPOSE AND DURATION
1.1 Establishment of the Plan. The Marcus Corporation hereby
establishes an incentive compensation plan to be known as "The Marcus
Corporation 1994 Nonemployee Director Stock Option Plan" (the "Plan"), as
set forth in this document. The Plan permits the grant of Nonqualified
Stock Options to Nonemployee Directors, subject to the terms and pro-
visions set forth herein.
Upon approval by the Board of Directors, subject to the approval
and ratification by an affirmative vote of the holders of a majority of
the votes of the Company's Common Stock and Class B Common Stock, voting
together as a single group, the Plan shall become effective as of the date
of such shareholder approval and ratification (the "Effective Date"), and
shall remain in effect as provided in Section 1.3 herein.
1.2 Purpose of the Plan. The purpose of the Plan is to promote
the achievement of long-term growth and financial success of the Company
by attracting and retaining Nonemployee Directors of outstanding
competence and by better aligning the personal financial interests of
Nonemployee Directors to those of the Company's shareholders.
1.3 Duration of the Plan. The Plan shall commence on the
Effective Date and shall remain in effect, subject to the right of the
Board of Directors to terminate the Plan at any time pursuant to Article 7
herein, until all Shares subject to it shall have been purchased or
acquired according to the Plan's provisions. However, in no event may an
Option be granted under the Plan on or after the tenth anniversary of the
Effective Date.
ARTICLE 2. DEFINITIONS
Whenever used in the Plan, the following terms shall have the
meanings set forth below and, when the meaning is intended, the initial
letter of the word or words is capitalized:
(a) "Beneficial Owner" shall have the meaning ascribed to such term in
Rule 13d-3 of the General Rules and Regulations under the Exchange
Act.
(b) "Board" or "Board or Directors" means the Board of Directors of the
Company, and includes any committee of the Board of Directors
designated by the Board to administer part or all of the Plan
consistent with the terms of the Plan.
(c) "Code" means the Internal Revenue Code of 1986, as amended from
time to time.
(d) "Company" means The Marcus Corporation, a Wisconsin corporation, or
any successor thereto as provided in Section 8.7 herein.
(e) "Director" means any individual who is a member of the Board of
Directors.
(f) "Employee" means any full-time or part-time employee of the Company
or any of its subsidiaries. For purposes of the Plan, an
individual whose only employment relationship with the Company or
its subsidiaries is as a Director shall not be deemed to be an
Employee.
(g) "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, or any successor act thereto.
(h) "Fair Market Value" means the closing sale price for Shares on the
relevant date on The New York Stock Exchange (or other exchange or
reporting system on which the Shares are then traded or quoted) or
if there were no sales on such date the closing sale price on the
nearest day before the relevant date on The New York Stock Exchange
(or other exchange or reporting system on which the Shares are then
traded or quoted), as reported in The Wall Street Journal or a
similar publication selected by the Board.
(i) "Grant" means a grant of Nonqualified Stock Options under the
Plan.
(j) "Nonemployee Director" means any Director who is not otherwise an
Employee.
(k) "Nonqualified Stock Option" means an Option to purchase Shares
granted under Article 6 herein.
(l) "Option" means a Nonqualified Stock Option granted under the Plan.
(m) "Option Agreement" means an agreement entered into by and between
the Company and a Nonemployee Director, setting forth the terms and
provisions applicable to a Grant under the Plan.
(n) "Option Price" means the exercise price at which a Share may be
purchased under an Option.
(o) "Participant" means a Nonemployee Director of the Company who has
outstanding a viable Grant under the Plan.
(p) "Person" shall have the meaning ascribed to such term in Section
3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d)
thereof, including a "group" as defined in Section 13(d).
(q) "Shares" means the shares of Common Stock of the Company, par value
$1 per share.
ARTICLE 3. ADMINISTRATION
3.1 The Board of Directors. The Plan shall be administered by
the Board of Directors, subject to the restrictions set forth in the Plan.
3.2 Administration by the Board. The Board shall have the full
power, discretion and authority to interpret and administer the Plan in a
manner which is consistent with the Plan's provisions. However, in no
event shall the Board have the power to determine eligibility to
participate in the Plan, or to determine the number, the value, the
vesting or exercise period or the timing of Grants to be made under the
Plan (all such determinations are automatic pursuant to the provisions of
the Plan). Any action taken by the Board with respect to the
administration of the Plan which would violate Rule 16b-3 under the
Exchange Act (or any successor provision) shall be null and void.
3.3 Decisions Binding. All determinations and decisions made
by the Board pursuant to the provisions of the Plan and within its
administrative authority hereunder, and all related orders or resolutions
of the Board, shall be final, conclusive and binding on all Persons,
including the Company, its shareholders, Employees, Participants and their
estates and beneficiaries.
ARTICLE 4. SHARES SUBJECT TO THE PLAN
4.1 Number of Shares. Subject to adjustment as provided in
Section 4.3 herein, the total maximum number of Shares which shall be
reserved by the Company and made available for Grants under the Plan may
not exceed 50,000.
4.2 Lapsed Awards. If any Option granted under the Plan
terminates, expires or lapses for any reason, the Shares relating to such
Option again shall become automatically available for issuance pursuant to
other Grants under the Plan. However, in the event that prior to the
Option's termination, expiration or lapse, the holder of the Options at
any time received one or more "benefits of ownership" pursuant to such
Options (as defined by the Securities and Exchange Commission, pursuant to
any rule or interpretation promulgated under Section 16 of the Exchange
Act), the Shares subject to such Options shall not be made available for
regrant under the Plan.
4.3 Adjustments in Authorized Shares. In the event of any
merger, reorganization, consolidation, recapitalization, separation,
liquidation, stock dividend, split-up, Share combination, or other change
in the corporate structure of the Company affecting the Shares (excluding
cash dividends), the Board may make only such adjustments to outstanding
Options (including, without limitation, the number of Shares subject to
the Options and the Option Price) as may be determined to be appropriate
and equitable by the Board, in its sole discretion, to prevent dilution or
diminishment of a Grant and do preserve, without exceeding, the value of
such Grant, and to otherwise appropriately adjust the remaining number of
Shares reserved and available for Grants under Section 4.1 of the Plan;
provided, however, that no such adjustment shall be made if the adjustment
may cause the Plan to fail to comply with the "formula award" exception,
as set forth in Rule 16b-3 under the Exchange Act (or any successor
provision).
ARTICLE 5. ELIGIBILITY AND PARTICIPATION
5.1 Eligibility. Persons eligible to participate in the Plan
are limited to Nonemployee Directors.
5.2 Actual Participation. Each Nonemployee Director during the
term of this Plan shall receive Grants pursuant to the terms and
provisions set forth in Article 6 herein.
ARTICLE 6. NONQUALIFIED STOCK OPTIONS
6.1 Automatic Grants. On the date of initial election or
initial appointment of a non-Employee as a Director during the term of the
Plan or, on the Effective Date in the case of each Nonemployee Director
who is serving as such on the Effective Date, each such Nonemployee
Director shall be automatically granted an Option to purchase 1,000
Shares. Thereafter, on the final day of each fiscal year of the Company
during the term of the Plan, each then serving Nonemployee Director shall
be automatically granted an Option to purchase 500 Shares. The specific
terms and provisions of such Grants shall be consistent with the terms of
the Plan and incorporated into Option Agreements, executed pursuant to
Section 6.3 of the Plan.
6.2 Limitation on Grants. Other than the automatic Grants
provided in Section 6.1 herein, no additional Options shall be granted
under the Plan.
6.3 Option Agreements. Each Grant shall be evidenced by an
Option Agreement that shall specify the Option Price, the duration of the
Option, the number of Shares available for purchase under the Option, and
such other provisions as the Board shall determine appropriate, consistent
with the terms of the Plan.
6.4 Option Price. The exercise price per Share available for
purchase under an Option shall equal the Fair Market Value of a Share on
the date of the Grant.
6.5 Duration of Options. Each Option shall expire on the tenth
anniversary date of its Grant.
6.6 Exercisability of Shares Subject to Option. Subject to
Section 6.7, Participants shall be entitled to exercise Options in whole
or in part at any time and from time to time beginning immediately after
the Grant and ending on the tenth anniversary date of the Grant. Options
granted hereunder shall be immediately 100% vested.
6.7 Termination of Directorship. If a Participant ceases to be
a Nonemployee Director for any reason, including death, disability or
retirement, all Options granted to such Participant which remain
outstanding shall remain exercisable for six months following the date the
Nonemployee Director's service on the Board terminates, or until the
respective Options' expiration date, whichever period is shorter.
6.8 Payment. Options shall be exercised by the delivery of a
written notice of exercise to the Secretary of the Company, setting forth
the number of Shares with respect to which the Option is to be exercised,
accompanied by full payment for the Shares. The Option Price upon
exercise of any Option shall be payable to the Company in full either:
(a) in cash; (b) by tendering previously acquired Shares having a Fair
Market Value at the time of exercise equal to the total Option Price
(provided that the Shares tendered upon Option exercise to satisfy the
Option Price have been held by the Participant for at least six months
prior to their tender); or (c) by a combination of (a) and (b). The
proceeds from such a payment shall be added to the general funds of the
Company and shall be used for general corporate purposes.
As soon as practicable after receipt of a written notification
of exercise and full payment, the Company shall cause there to be
delivered to the Participant, in the Participant's name, Share
certificates in an appropriate amount based upon the number of Shares
purchased pursuant to the exercise of the Option.
6.9 Restrictions on Share Transferability. Shares acquired
pursuant to the exercise of an Option under the Plan shall be subject to
applicable restrictions under applicable federal securities laws, under
the requirements of any national securities exchange or market upon which
such Shares are then listed and/or traded, and under any blue sky or state
securities laws applicable to such Shares.
6.10 Nontransferability of Options. No Option granted under the
Plan may be sold, transferred, pledged, assigned or otherwise alienated or
hypothecated, other than by will or by the laws of descent and
distribution or to a Participant's beneficiary as allowed hereunder.
Further, all Options granted to a Participant under the Plan shall be
exercisable during his or her lifetime only by such Participant.
ARTICLE 7. AMENDMENT, MODIFICATION AND TERMINATION
7.1 Amendment, Modification and Termination. Subject to the
terms set forth in this Section 7.1, the Board may terminate, amend or
modify the Plan at any time and from time to time; provided, however,
that the provisions set forth in the Plan regarding the number of Shares
available for Grants hereunder, the Option Price of Options, and the
timing of Grants to Nonemployee Directors, may not be amended more than
once within any six month period, other than to comport with changes in
the Code, the Employee Retirement Income Security Act or the rules
thereunder, as allowed by Rule 16b-3 of the Exchange Act.
Without the approval of the shareholders of the Company (as may
be required by the Code, by the rules under Section 16 of the Exchange
Act, by any national securities exchange or system on which the Shares are
then listed or reported, or by a regulatory body having jurisdiction with
respect hereto) no such termination, amendment, or modification may:
(a) materially increase the total number of Shares which may be
available for Grants under the Plan, except as provided in
Section 4.3 herein;
(b) materially modify the requirements with respect to eligibility to
participate in the Plan; or
(c) materially increase the benefits accruing to Participants under
the Plan.
7.2 Options Outstanding. Unless required by law, no termi-
nation, amendment or modification of the Plan shall materially affect in
an adverse manner any Options outstanding under the Plan, without the
written consent of the Participant holding the outstanding Option.
ARTICLE 8. MISCELLANEOUS
8.1 Gender and Number. Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine;
the plural shall include the singular and the singular shall include the
plural.
8.2 Severability. In the event any provision of the Plan shall
be held illegal or invalid for any reason, the illegality or invalidity
shall not affect the remaining parts of the Plan, and the Plan shall be
construed and enforced as if the illegal or invalid provision had not been
included.
8.3 Beneficiary Designation. Each Participant under the Plan
may, from time to time, name any beneficiary or beneficiaries (who may be
named contingently or successively) to whom any benefit under the Plan is
to be paid in the event of his or her death (and/or who may exercise the
Participant's Options following his or her death pursuant to the terms of
the Plan). Each designation will revoke all prior designations by the
same Participant, shall be in a form prescribed by the Board, and will be
effective only when filed by the Participant in writing with the Board
during his or her lifetime. In the absence of any such designation,
benefits remaining unpaid at the Participant's death shall be paid to the
Participant's estate (and, subject to the terms and provisions of the
Plan, any unexercised Options may be exercised by the administrator or
executor of the Participant's estate pursuant to the terms of the Plan).
8.4 No Right of Nomination or Directorship. Nothing in the
Plan or any Option Agreement shall be deemed to create any obligation on
the part of the Board to appoint or nominate any Director or other Person
for election or appointment to the Board or any right of any Person to
serve as a Director. Nothing herein or in any Option Agreement shall
interfere in any way with the right of the Company, its Board or its
shareholders to terminate a Participant's status as a Director at any time
consistent with the Company's Articles of Incorprations and Bylaws.
8.5 Shares Available. The Shares made available pursuant to
Grants under the Plan may be either authorized but unissued Shares, or
Shares which have been or may be reacquired by the Company, as determined
from time to time by the Board.
8.6 Additional Compensation. Options granted under the Plan
shall be in addition to any annual retainer, attendance fees, expense
reimbursements or other compensation or benefits payable to each
Participant as a result of his or her service on the Board or otherwise.
8.7 Successors. All obligations of the Company under the Plan,
with respect to Grants hereunder, shall be binding on any successor to the
Company, whether the existence of such successor is the result of a direct
or indirect purchase, merger, consolidation or otherwise, of all or
substantially all of the business, stock and/or assets of the Company or
its subsidiaries.
8.8 Requirements of Law. Grants under the Plan shall be
subject to all applicable laws rules and regulations, and to such
approvals by any governmental agencies or national securities exchanges as
may be required.
8.9 Governing Law. The Plan and all Option Agreements
hereunder shall be construed in accordance with and governed by the
internal laws of the State of Wisconsin.
Exhibit B
PROPOSED AMENDMENT TO THE
ARTICLES OF INCORPORATION
The proposed amendment to the first sentence of Article 2 to the
Company's Articles of Incorporation that would be effected if the
Authorized Stock Amendment is approved by shareholders at the Meeting are
in italicized type and the proposed deletions have been indicated by
overstriking. ** EDGAR Only: Since bold italics and overstriking are not
recognized in the EDGAR system, additions are surrounded by + symbols and
deletions are set off by "/" symbols. **
ARTICLE 2
Authorized Shares
The total number of shares of all classes of capital stock which the
Corporation shall be authorized to issue is +fifty-one million
(51,000,000)+ /thirty million (30,000,000)/ shares, consisting of +thirty
million (30,000,000)+ /twenty million (20,000,000)/ shares of a class
designated "Common Stock", with a par value of one dollar ($1) per share,
+twenty million (20,000,000)+ /nine million (9,000,000)/ shares of a class
designated "Class B Common Stock", with a par value of one dollar ($1) per
share, and one million (1,000,000) shares of a class designated "Preferred
Stock", with a par value of one dollar ($1) per share.
[BLUE]
[Face of Proxy Card]
[PRELIMINARY COPY]
THE MARCUS CORPORATION
PROXY FOR HOLDERS OF CLASS B COMMON STOCK
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE 1994 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 29, 1994
The undersigned hereby constitutes and appoints BEN MARCUS and STEPHEN H.
MARCUS, 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 1994
Annual Meeting of Shareholders to be held at 10:00 A.M., local time,
September 29, 1994, at The Grand Geneva Resort and Spa, Lake Geneva,
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:
1. ELECTION OF DIRECTORS
[ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY
below (except as marked to vote for all
to the contrary below) nominees listed below
LEE SHERMAN DREYFUS, DIANE MARCUS GERSHOWITZ, BEN MARCUS, STEPHEN H.
MARCUS, DANIEL F. McKEITHAN, JR., JOHN L. MURRAY AND GEORGE R. SLATER
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE WRITE THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)
_______________________________________________________________________
2. Approval of 1994 Nonemployee Director Stock Option Plan.
[ ] For [ ] Against [ ] Abstain
3. Approval of amendment to Articles of Incorporation to increase the
number of shares of authorized Common Stock and Class B Common
Stock.
[ ] For [ ] Against [ ] Abstain
4. 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.
(This proxy is continued, and is to be signed, on the reverse side.)
[Reverse of Proxy Card]
PROXY NO. NO. OF SHARES OF CLASS B COMMON STOCK
The undersigned acknowledges receipt of the Notice of the Annual Meeting,
the Proxy Statement and the 1994 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,
THIS PROXY WILL BE VOTED FOR ALL NOMINEES FOR DIRECTOR, FOR THE 1994
NONEMPLOYEE DIRECTOR OPTION PLAN, FOR THE AMENDMENT TO THE COMPANY'S
ARTICLES OF INCORPORATION 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.
Dated:_____________________, 1994
_________________________________
(Signature of Shareholder)
_________________________________
(Signature if jointly held)
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, give full title as such.
PLEASE SIGN AND MAIL PROXY IN THE ENCLOSED ENVELOPE.
NO POSTAGE REQUIRED.
[WHITE]
[Face of Proxy Card]
[PRELIMINARY COPY]
THE MARCUS CORPORATION
PROXY FOR HOLDERS OF COMMON STOCK
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE 1994 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 29, 1994
The undersigned hereby constitutes and appoints BEN MARCUS and STEPHEN H.
MARCUS, 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 1994 Annual
Meeting of Shareholders to be held at 10:00 A.M., local time, on September
29, 1994, at The Grand Geneva Resort and Spa, Lake Geneva, 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:
1. ELECTION OF DIRECTORS
[ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY
below (except as marked to vote for all
to the contrary below) nominees listed below
LEE SHERMAN DREYFUS, DIANE MARCUS GERSHOWITZ, BEN MARCUS, STEPHEN H.
MARCUS, DANIEL F. McKEITHAN, JR., JOHN L. MURRAY AND GEORGE R. SLATER
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE WRITE THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)
________________________________________________________________________
2. Approval of 1994 Nonemployee Director Stock Option Plan.
[ ] For [ ] Against [ ] Abstain
3. Approval of amendment to Articles of Incorporation to increase the
number of authorized shares of Common Stock and Class B Common Stock.
[ ] For [ ] Against [ ] Abstain
4. 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.
(This proxy is continued, and is to be signed, on the reverse side.)
[Reverse of Proxy Card]
PROXY NO. NO. OF SHARES OF COMMON STOCK
The undersigned acknowledges receipt of the Notice of the Annual Meeting,
the Proxy Statement and the 1994 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, THIS
PROXY WILL BE VOTED FOR ALL NOMINEES FOR DIRECTOR, FOR THE 1994
NONEMPLOYEE DIRECTOR OPTION PLAN, FOR THE AMENDMENT TO THE COMPANY'S
ARTICLES OF INCORPORATION 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.
Dated:_____________________, 1994
_________________________________
(Signature of Shareholder)
_________________________________
(Signature if jointly held)
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, give full title as such.
PLEASE SIGN AND MAIL PROXY IN THE ENCLOSED ENVELOPE.
NO POSTAGE REQUIRED.