8-K

UNITED STATES

Washington, D.C. 20549

_______________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

_______________________

Date of Report
(Date of earliest
event reported):	July 18, 2012

                   The Marcus Corporation                  

(Exact name of registrant as specified in its charter)

Wisconsin	1-12604	39-1139844
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

  100 East Wisconsin Avenue, Suite 1900, Milwaukee, Wisconsin 53202-4125  

(Address of principal executive offices, including zip code)

            (414) 905-1000            

(Registrant’s telephone number, including area code)

            Not Applicable            

(Former name or former address, if changed since last report)

_______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On July 18, 2012, The Marcus Corporation (“Company”) issued a press release announcing that its Board of Directors has authorized the repurchase of up to 2,000,000 additional shares of the Company’s outstanding common stock under the Company’s previously announced share repurchase program. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits. The following exhibit is being furnished herewith:

(99.1) Press Release of The Marcus Corporation, dated July 18, 2012, regarding an increase to its share repurchase program.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE MARCUS CORPORATION
Date:  July 18, 2012	By	/s/ Douglas A. Neis
		Douglas A. Neis
		Chief Financial Officer and Treasurer

THE MARCUS CORPORATION

Exhibit Index to Current Report on Form 8-K

Exhibit

Number

(99.1) Press Release of The Marcus Corporation, dated July 18, 2012, regarding an increase to its share repurchase program.

EX-99.1

 

THE MARCUS CORPORATION INCREASES SHARE REPURCHASE PROGRAM

Milwaukee, Wis., July 18, 2012.....The Marcus Corporation (NYSE:MCS) today announced that its Board of Directors has authorized the repurchase of up to 2,000,000 additional shares of the company’s outstanding common stock. The repurchases would be executed in the open market, in privately negotiated transactions or pursuant to a Securities and Exchange Commission Rule 10b5-1 plan, depending upon a number of factors including prevailing market conditions. As of June 30, 2012, the company had 20,091,189 shares of common stock outstanding and 8,817,315 shares of Class B common stock outstanding.

The new authorization adds to the company’s existing share repurchase program that had approximately 763,000 shares remaining under prior authorizations as of June 30, 2012. The company repurchased approximately 1,077,000 shares in the open market during its fiscal year ended May 31, 2012.

The new authorization does not obligate the company to acquire any particular number of shares of common stock. The pace of the company’s repurchase activity will depend on factors such as current stock price, market conditions and other factors. The company’s share repurchase program may be suspended, modified or discontinued at any time and has no set expiration date. The shares repurchased would be retained as treasury stock and used for employee benefit plans or other general corporate purposes.

“We continue to believe that repurchasing our shares is a good investment for the company. With our strong cash flow and balance sheet, we believe that when timing and market conditions are appropriate, we will be able to repurchase shares to enhance shareholder value while at the same time continuing to invest in our businesses to facilitate our long-term growth,” said Gregory S. Marcus, president and chief executive officer of The Marcus Corporation.

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About The Marcus Corporation

Headquartered in Milwaukee, Wisconsin, The Marcus Corporation is a leader in the lodging and entertainment industries, with significant company-owned real estate assets. The Marcus Corporation’s theatre division, Marcus Theatres^®, currently owns or manages 695 screens at 56 locations in Wisconsin, Illinois, Iowa, Minnesota, Nebraska, North Dakota and Ohio. The company’s lodging division, Marcus^® Hotels & Resorts, owns or manages 18 hotels, resorts and other properties in nine states. For more information, visit the company’s web site at www.marcuscorp.com.

Certain matters discussed in this press release are “forward-looking statements” intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements may generally be identified as such because the context of such statements include words such as we “believe,” “anticipate,” “expect” or words of similar import. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which may cause results to differ materially from those expected, including, but not limited to, the following: (1) the availability, in terms of both quantity and audience appeal, of motion pictures for our theatre division, as well as other industry dynamics such as the maintenance of a suitable window between the date such motion pictures are released in theatres and the date they are released to other distribution channels; (2) the effects of increasing depreciation expenses, reduced operating profits during major property renovations, and preopening and start-up costs due to the capital intensive nature of our businesses; (3) the effects of adverse economic conditions in our markets, particularly with respect to our hotels and resorts division; (4) the effects of adverse weather conditions, particularly during the winter in the Midwest and in our other markets; (5) the effects on our occupancy and room rates from the relative industry supply of available rooms at comparable lodging facilities in our markets; (6) the effects of competitive conditions in our markets; (7) our ability to identify properties to acquire, develop and/or manage and continuing availability of funds for such development; and (8) the adverse impact on business and consumer spending on travel, leisure and entertainment resulting from terrorist attacks in the United States, the United States’ responses thereto and subsequent hostilities. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements made herein are made only as of the date of this press release and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

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