MCS » Topics » PART II - OTHER INFORMATION

This excerpt taken from the MCS 10-Q filed Apr 7, 2009.

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

There have been no material developments relating to the Goodman v. Platinum Condominium Development, LLC complaint, which we reported in our Quarterly Report on Form 10-Q for the period ended November 27, 2008.

On March 20, 2009, a complaint, captioned as Ion Baroi, Craig Wasserman, Mark Schechter v. Platinum Condominium Development, LLC and Marcus LLC, was filed in the District Court of Nevada for Clark County against Platinum Condominium Development, LLC (“Platinum LLC”), one of our subsidiaries, and Marcus LLC. That complaint, served on March 27, 2009, seeks an unspecified amount of damages and alleges violations by one or more of our subsidiaries of certain Nevada laws regarding the sale of condominium units in the Platinum Hotel & Spa development in Las Vegas, Nevada. Platinum LLC denies any wrongdoing and plans to vigorously contest the complaint.

At this time, we are unable to predict the scope or outcome of this matter or quantify its eventual impact, if any, on us. We are also unable to estimate expenses or possible losses associated with this matter, including whether some or all of such amounts may be covered by insurance.

 

Item 1A. Risk Factors

Risk factors relating to the Company are contained in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended May 29, 2008. No material change to such risk factors has occurred during the thirty-nine weeks ended February 26, 2009.

 

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Table of Contents
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Through February 26, 2009, our Board of Directors has approved the repurchase of up to 6.7 million shares of our outstanding Common Stock. Under these authorizations, we may repurchase shares of our Common Stock from time to time in the open market, pursuant to privately negotiated transactions or otherwise. The repurchased shares are held in our treasury pending potential future issuance in connection with employee benefit, option or stock plans or other general corporate purposes. These authorizations do not have an expiration date.

The following table sets forth information with respect to purchases made by us or on our behalf of our Common Stock during the periods indicated. All of these repurchases were made in the open market and pursuant to the publicly announced repurchase authorization described above.

 

Period    Total Number of
Shares
Purchased
   Average Price
Paid per Share
   Total Number of
Shares
Purchased as
Part of Publicly
Announced
Programs
   Maximum
Number of
Shares that May
Yet be Purchased
Under the Plans
or Programs

November 28 – December 27

           -    $      -            -    2,308,387

December 28 – January 27

   5,106    16.23    5,106    2,303,281

January 28 – February 26

           -            -           -    2,303,281
 

Total

   5,106    $16.23      5,106    2,303,281
 

 

Item 6. Exhibits

 

31.1    Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2    Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32    Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

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Table of Contents
This excerpt taken from the MCS 10-Q filed Jan 6, 2009.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

        On December 5, 2008, a class action complaint, captioned as Goodman v. Platinum Condominium Development, LLC, was filed in the Eighth Judicial District Court of Nevada for Clark County against Platinum Condominium Development, LLC (“Platinum LLC”), one of our subsidiaries. To date, Platinum LLC has not been served with a summons or a copy of the complaint. The complaint, filed by Adam Goodman, seeks an unspecified amount of damages and alleges violations of federal and Nevada law. The complaint alleges that Platinum LLC made various representations in connection with the sale of condominium units in the Platinum Hotel & Spa development in Las Vegas, Nevada. Platinum LLC denies any wrongdoing and plans to vigorously contest the complaint, if and when it is ever served.

        We are unable to predict the scope or outcome of this matter or quantify its eventual impact, if any, on us. At this time, we are also unable to estimate expenses or possible losses associated with this matter, including whether some or all of such amounts may be covered by insurance.

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Item 1A. Risk Factors

        Risk factors relating to the Company are contained in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended May 29, 2008. No material change to such risk factors has occurred during the 26 weeks ended November 27, 2008.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds; Purchases of Equity Securities by the Issuer

        Through November 27, 2008, our Board of Directors has approved the repurchase of up to 6.7 million shares of our outstanding Common Stock. Under these authorizations, we may repurchase shares of our Common Stock from time to time in the open market, pursuant to privately negotiated transactions or otherwise. The repurchased shares are held in our treasury pending potential future issuance in connection with employee benefit, option or stock ownership plans or other general corporate purposes. These authorizations do not have an expiration date.

        The following table sets forth information with respect to purchases made by us or on our behalf of our Common Stock during the periods indicated. All of these repurchases were made in the open market and pursuant to the publicly announced repurchase authorizations described above.

Period
Total Number of
Shares Purchased

Average Price
Paid per Share

Total Number of
Shares Purchased as
Part of Publicly
Announced Programs

Maximum Number of
Shares that May
Yet be Purchased
Under the Plans or
Programs

August 29 - September 28 8,288 $18.87 8,288 2,309,062
September 29 - October 29    675   14.25    675 2,308,387
October 30 - November 27      --       --      --              --

         Total 8,963 $18.52 8,963 2,308,387


Item 4. Submission of Matters to a Vote of Security Holders

        Our 2008 annual meeting of shareholders was held on Tuesday, October 7, 2008 (the “Annual Meeting”). At the Annual Meeting, the following matter was voted on in person or by proxy and approved by our shareholders:

  1. Our shareholders voted to elect Stephen H. Marcus, Diane Marcus Gershowitz, Daniel F. McKeithan, Jr., Allan H. Selig, Timothy E. Hoeksema, Bruce J. Olson, Philip L. Milstein, Bronson J. Haase, James D. Ericson and Gregory S. Marcus to our Board of Directors for one-year terms to expire at our 2009 annual meeting of shareholders and until their successors are duly qualified and elected.

        As of the August 6, 2008 record date for the Annual Meeting, 20,819,975 shares of Common Stock and 8,885,126 shares of Class B Common Stock were outstanding and eligible to vote, with the Common Stock entitled to one vote per share and the Class B Common Stock entitled to ten votes per share. Following are the final votes on the matter presented for shareholder approval at the Annual Meeting:

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This excerpt taken from the MCS 10-Q filed Oct 7, 2008.

PART II – OTHER INFORMATION

Item 1A. Risk Factors

        Risk factors relating to us are contained in Item 1A of our Annual Report on Form 10-K for the fiscal year ended May 29, 2008. No material change to such risk factors has occurred during the 13 weeks ended August 28, 2008.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

        Through August 28, 2008, our Board of Directors has approved the repurchase of up to 6.7 million shares of our outstanding Common Stock. Under these authorizations, we may repurchase shares of our Common Stock from time to time in the open market, pursuant to privately negotiated transactions or otherwise. The repurchased shares are held in our treasury pending potential future issuance in connection with employee benefit, option or stock ownership plans or other general corporate purposes. These authorizations do not have an expiration date.

        The following table sets forth information with respect to purchases made by us or on our behalf of our Common Stock during the periods indicated. All of these repurchases were made in the open market and pursuant to the publicly announced repurchase authorizations described above.

Period
Total Number of
Shares Purchased

Average Price
Paid per Share

Total Number of
Shares Purchased as
Part of Publicly
Announced Programs

Maximum Number of
Shares that May
Yet be Purchased
Under the Plans or
Programs

May 30 - June 29 1,658 $15.33 1,658 2,317,350
June 30 - July 29     --      --     -- 2,317,350
July 30 - August 28     --      --     -- 2,317,350

         Total 1,658 $15.33 1,658 2,317,350


Item 6. Exhibits

31.1 Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32 Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.





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This excerpt taken from the MCS 10-Q filed Jan 8, 2008.

PART II – OTHER INFORMATION

Item 1A. Risk Factors

        Risk factors relating to the Company are contained in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2007. No material change to such risk factors has occurred during the 26 weeks ended November 29, 2007.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds; Purchases of Equity Securities by the Issuer

        Through November 29, 2007, our Board of Directors has approved the repurchase of up to 4.7 million shares of our outstanding Common Stock. Under this authorization, we may repurchase shares of our Common Stock from time to time in the open market, pursuant to privately negotiated transactions or otherwise. The repurchased shares are held in our treasury pending potential future issuance in connection with employee benefit, option or stock plans or other general corporate purposes. This authorization does not have an expiration date but is evaluated by our Board periodically.

        The following table sets forth information with respect to purchases made by us or on our behalf of our Common Stock during the periods indicated. All of these repurchases were made in the open market and pursuant to the publicly announced repurchase authorization described above.



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Period
Total Number of
Shares Purchased

Average Price
Paid per Share

Total Number
of Shares
Purchased as
Part of Publicly
Announced
Programs

Maximum Number of
Shares that May
Yet be Purchased
Under the Plans or
Programs

August 31 - September 30      --   $        --    --    1.1 million  
October 1 - October 30    1,876    20.32    1,876    1.1 million  
October 31 - November 29    377,357    18.50    377,357    .7 million  

         Total    379,233   $  18.50    379,233    .7 million  


Item 4. Submission of Matters to a Vote of Security Holders

        Our 2007 annual meeting of shareholders was held on Tuesday, October 16, 2007 (the “Annual Meeting”). At the Annual Meeting, the following matter was voted on in person or by proxy and approved by our shareholders:

  1. Our shareholders voted to elect Stephen H. Marcus, Diane Marcus Gershowitz, Daniel F. McKeithan, Jr., Allan H. Selig, Timothy E. Hoeksema, Bruce J. Olson, Philip L. Milstein, Bronson J. Haase, James D. Ericson and Gregory S. Marcus to our Board of Directors for one-year terms to expire at our 2008 annual meeting of shareholders and until their successors are duly qualified and elected.

        As of the August 6, 2007 record date for the Annual Meeting, 21,458,846 shares of Common Stock and 8,889,588 shares of Class B Common Stock were outstanding and eligible to vote, with the Common Stock entitled to one vote per share and the Class B Common Stock entitled to ten votes per share. Following are the final votes on the matter presented for shareholder approval at the Annual Meeting:

This excerpt taken from the MCS 10-Q filed Apr 3, 2007.

PART II – OTHER INFORMATION

Item 1A. Risk Factors

        Risk factors relating to the Company are contained in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended May 25, 2006. No material change to such risk factors has occurred during the thirty-nine weeks ended February 22, 2007.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds; Purchases of Equity Securities by the Issuer

        Through February 22, 2007, our board of directors has approved the repurchase of up to 4.7 million shares of our outstanding Common Stock. Under these authorizations, we may repurchase shares of our Common Stock from time to time in the open market, pursuant to privately negotiated transactions or otherwise. The repurchased shares are held in our treasury pending potential future issuance in connection with employee benefit, option or stock ownership plans or other general corporate purposes. These authorizations do not have an expiration date.

        We did not repurchase, and no one purchased on our behalf, any shares of our outstanding Common Stock during the thirteen weeks ended February 22, 2007.

Item 6. Exhibits

  10 Asset Purchase Agreement, dated as of March 21, 2007, by and among Marcus Midwest, LLC, Cinema Entertainment Corp., Robert A. Ross, David M. Ross, Anthony D. Tillemans, Ross Becker Properties, LLP, and Marcus Theatres Corporation, as guarantor. [Incorporated by Reference to Exhibit 2.1 to our Current Report on Form 8-K dated March 21, 2007.]

  31.1 Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

  31.2 Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

  32 Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.




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This excerpt taken from the MCS 10-Q filed Jan 3, 2007.

PART II – OTHER INFORMATION

Item 1A. Risk Factors

        Risk factors relating to the Company are contained in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended May 25, 2006. No material change to such risk factors has occurred during the twenty-six weeks ended November 23, 2006.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds; Purchase of Equity Securities by the Issuer

        Through November 23, 2006, our board of directors has approved the repurchase of up to 4.7 million shares of our outstanding Common Stock. Under this authorization, we may repurchase shares of our Common Stock from time to time in the open market, pursuant to privately negotiated transactions or otherwise. The repurchased shares are held in our treasury pending potential future issuance in connection with employee benefit, option or stock plans or other general corporate purposes. This authorization does not have an expiration date but is evaluated by our Board periodically.

        The following table sets forth information with respect to purchases made by us or on our behalf of our Common Stock during the periods indicated. All of these repurchases were made in the open market and pursuant to the publicly announced repurchase authorization described above.

Period
Total Number of
Shares
Purchased

Average Price
Paid per Share

Total Number of
Shares
Purchased as
Part of Publicly
Announced
Programs

Maximum
Number of
Shares that May
Yet be Purchased
Under the Plans
or Programs

August 25 - September 24   1,076 $19.88   1,076 1.3 million
September 25 - October 24 12,073   24.10 12,073 1.3 million
October 25 - November 23   9,529   24.99   9,529 1.3 million

         Total 22,678 $24.27 22,678 1.3 million


Item 4. Submission of Matters to a Vote of Security Holders

        Our 2006 annual meeting of shareholders was held on Wednesday, October 4, 2006 (the “Annual Meeting”). At the Annual Meeting, the following matter was voted on in person or by proxy and approved by our shareholders:

  1. Our shareholders voted to elect Stephen H. Marcus, Diane Marcus Gershowitz, Daniel F. McKeithan, Jr., Allan H. Selig, Timothy E. Hoeksema, Bruce J. Olson, Philip L. Milstein, Bronson J. Haase, James D. Ericson and Gregory S. Marcus to our Board of Directors for one-year terms to expire at our 2007 annual meeting of shareholders and until their successors are duly qualified and elected.

        As of the August 4, 2006 record date for the Annual Meeting, 21,425,341 shares of Common Stock and 8,953,691 shares of Class B Common Stock were outstanding and eligible to vote, with the Common Stock entitled to one vote per share and the Class B Common Stock entitled to ten votes per share. Following are the final votes on the matter presented for shareholder approval at the Annual Meeting:

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This excerpt taken from the MCS 10-Q filed Apr 4, 2006.

PART II – OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds; Purchases of Equity Securities by the Issuer

        Through February 23, 2006, our board of directors has approved the repurchase of up to 4.7 million shares of our outstanding Common Stock. Under these authorizations, we may repurchase shares of our Common Stock from time to time in the open market, pursuant to privately negotiated transactions or otherwise. The repurchased shares are held in our treasury pending potential future issuance in connection with employee benefit, option or stock ownership plans or other general corporate purposes. These authorizations do not have an expiration date.

        The following table sets forth information with respect to purchases made by us or on our behalf of our Common Stock during the periods indicated. All of these repurchases were from employees who tendered shares in connection with the exercise of stock options and pursuant to the publicly announced repurchase authorizations described above.

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Total Number
of Shares
Purchased

Average Price
Paid per
Share

Maximum Number of Shares that
May Yet be Purchased Under the
Plans or Programs

November 25 – December 23    81,600 24.55 1.8 million
December 24 – January 23    23,270 24.89 1.8 million
January 24 – February 23    31,039 23.53 1.7 million



      Total/Average 135,909 24.38 1.7 million

Item 6. Exhibits

  31.1 Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

  31.2 Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

  32 Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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This excerpt taken from the MCS 10-Q filed Jan 3, 2006.

PART II – OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

        Through November 24, 2005, our board of directors has approved the repurchase of up to 4.7 million shares of our outstanding Common Stock. Under these authorizations, we may repurchase shares of our Common Stock from time to time in the open market, pursuant to privately negotiated transactions or otherwise. The repurchased shares are held in our treasury pending potential future issuance in connection with employee benefit, option or stock ownership plans or other general corporate purposes. These authorizations do not have an expiration date.

        The following table sets forth information with respect to purchases made by us or on our behalf of our Common Stock during the periods indicated. All of these repurchases were from employees who tendered shares in connection with the exercise of stock options and pursuant to the publicly announced repurchase authorizations described above.

    2005 Period
Total
Number of
Shares
Purchased

Average
Price Paid
per Share

Maximum Number of
Shares that May Yet be
Purchased Under the
Plans or Programs

August 26 – September 25 - N/A 1.9 million
September 26 – October 25 1,431 $21.85 1.9 million
October 26 – November 24 - N/A 1.9 million



   Total/Average 1,431 $21.85 1.9 million

Item 4. Submission of Matters to a Vote of Security Holders

        Our 2005 annual meeting of shareholders was held on Thursday, October 6, 2005 (the “Annual Meeting”). At the Annual Meeting, the following matter was voted on in person or by proxy and approved by our shareholders:

  1. Our shareholders voted to elect Stephen H. Marcus, Diane Marcus Gershowitz, Daniel F. McKeithan, Jr., Allan H. Selig, Timothy E. Hoeksema, Bruce J. Olson, Philip L. Milstein, Bronson J. Haase, James D. Ericson and Gregory S. Marcus to our Board of Directors for one-year terms to expire at our 2006 annual meeting of shareholders and until their successors are duly qualified and elected.

        As of the August 5, 2005 record date for the Annual Meeting, 21,282,299 shares of Common Stock and 9,090,471 shares of Class B Common Stock were outstanding and eligible to vote, with the Common Stock entitled to one vote per share and the Class B Common Stock entitled to ten votes per share. Following are the final votes on the matter presented for shareholder approval at the Annual Meeting:

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This excerpt taken from the MCS 10-Q filed Oct 4, 2005.

PART II – OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds; Purchases of Equity Securities by the Issuer

        Our board of directors has approved the repurchase of up to 4.7 million shares of our outstanding Common Stock. Under these authorizations, we may repurchase shares of our Common Stock from time to time in the open market, pursuant to privately negotiated transactions or otherwise. The repurchased shares are held in our treasury pending potential future issuance in connection with employee benefit, option, restricted stock or stock ownership plans or other general corporate purposes. These authorizations do not have an expiration date.

        The following table sets forth information with respect to purchases made by us or on our behalf of our Common Stock during the periods indicated. All of these repurchases were from employees who tendered shares in connection with the exercise of stock options and pursuant to the publicly announced repurchase authorizations described above.

Total Number
of Shares
Purchased

Average
Price Paid
per Share

Maximum Number of Shares
that May Yet be Purchased
Under the Plans or Programs

May 26 - June 25 1,949  $21.77 1.9 million
June 26 - July 25       0  N/A 1.9 million
July 26 - August 25       0  N/A 1.9 million



   Total/Average 1,949  $21.77 1.9 million

Item 6. Exhibits and Reports on Form 8-K

  a. Exhibits

  31.1 Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

  31.2 Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

  32 Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

  b. Reports on Form 8-K

  1. A Form 8-K was filed on September 19, 2005 including Items 2.02 and 9.01.

  2. A Form 8-K was filed on August 17, 2005 including Item 1.01.

  3. A Form 8-K was filed on July 28, 2005 including Items 2.02 and 9.01.


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This excerpt taken from the MCS 10-Q filed Jan 4, 2005.

PART II – OTHER INFORMATION

Item 2. Changes in Securities, Use of Proceeds and Issuers Purchasers of Equity Securities

        Through November 25, 2004, our board of directors has approved the repurchase of up to 4.7 million shares of our outstanding Common Stock. Under these authorizations, we may repurchase shares of our Common Stock from time to time in the open market, pursuant to privately negotiated transactions or otherwise. The repurchased shares are held in our treasury pending potential future issuance in connection with employee benefit, option or stock ownership plans or other general corporate purposes. These authorizations do not have an expiration date.

        The following table sets forth information with respect to purchases made by us or on our behalf of our Common Stock during the periods indicated. All of these repurchases were from employees who tendered shares in connection with the exercise of stock options and pursuant to the publicly announced repurchase authorizations described above.

Period
Total Number of
Shares Purchased

Average Price
Paid per Share

Maximum Number of Shares
that May Yet be Purchased
Under the Plans or Programs

August 27 - September 26 10,476 $20.45 1.9 million
September 27 - October 26      126 $21.27 1.9 million
October 27 - November 25      113 $22.08 1.9 million



   Total/Average 10,715 $20.48 1.9 million

Item 4. Submission of Matters to a Vote of Security Holders

        Our 2004 annual meeting of shareholders was held on Wednesday, October 6, 2004 (the “Annual Meeting”). At the Annual Meeting, the following matters were voted on in person or by proxy and approved by our shareholders:

  1. Our shareholders voted to elect Diane Marcus Gershowitz, Timothy E. Hoeksema, Stephen H. Marcus, Daniel F. McKeithan, Jr., Bruce J. Olson, Allan H. Selig, Philip L. Milstein, Bronson J. Haase and James D. Ericson to our Board of Directors for one-year terms to expire at our 2005 annual meeting of shareholders and until their successors are duly qualified and elected.

  2. Our shareholders voted to approve The Marcus Corporation 2004 Equity Incentive Plan.

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        As of the August 6, 2004 record date for the Annual Meeting, 20,611,920 shares of Common Stock and 9,323,660 shares of Class B Common Stock were outstanding and eligible to vote, with the Common Stock entitled to one vote per share and the Class B Common Stock entitled to ten votes per share. Following are the final votes on the matters presented for shareholder approval of the Annual Meeting:

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