UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): |
November 24, 2004 |
The Marcus Corporation
|
(Exact name of registrant as specified in its charter) |
Wisconsin
|
1-12609
|
39-1139844
|
(State or other |
(Commission File |
(IRS Employer |
jurisdiction of |
Number) |
Identification No.) |
incorporation) |
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 1.01. Entry
Into A Material Definitive Agreement.
On
November 26, 2004, The Marcus Corporation (the Company) issued a press release
announcing that it has signed definitive agreements for the sale of its Miramonte Resort
to Lowe Hospitality Investment Partners, LLC (Lowe Hospitality). The
definitive agreements consist of an Agreement of Purchase and Sale dated as of October 7,
2004 and two amendments thereto dated as of November 8, 2004 and November 24, 2004,
respectively. The Company filed a Form 8-K upon execution of the most recent
amendment, rather than the Agreement of Purchase and Sale or the first amendment, because
the Agreement of Purchase and Sale allowed Lowe Hospitality to terminate the Agreement of
Purchase and Sale if, among other reasons, it was not satisfied with the results of its
due diligence investigation. Lowe Hospitality has now waived this and many of the other
conditions to closing.
Item 9.01. Financial
Statements and Exhibits.
|
(c) |
Exhibits.
The following exhibits are being filed herewith: |
|
(2.2) |
Agreement
of Purchase and Sale dated as of October 7, 2004, by and among a
subsidiary of The Marcus Corporation and Lowe Hospitality Investment
Partners, LLC. |
|
(2.3) |
First
Amendment to Agreement of Purchase and Sale dated as of November 8,
2004, by and among a subsidiary of The Marcus Corporation and Lowe
Hospitality Investment Partners, LLC. |
|
(2.4) |
Second
Amendment to Agreement of Purchase and Sale dated as of November 24,
2004, by and among a subsidiary of The Marcus Corporation and Lowe
Hospitality Investment Partners, LLC. |
|
(99.1) |
Press
Release of The Marcus Corporation, dated November 26, 2004, regarding the
sale of the Miramonte Resort to Lowe Hospitality Investment Partners,
LLC. |
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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: November 30, 2004 |
By: /s/ Douglas A. Neis |
|
Douglas A. Neis |
|
Chief Financial Officer and Treasurer |
-2-
THE MARCUS CORPORATION
Exhibit Index to
Current Report on Form 8-K
Exhibit
Number
(2.2) |
Agreement
of Purchase and Sale dated as of October 7, 2004, by and among a subsidiary of
The Marcus Corporation and Lowe Hospitality Investment Partners, LLC. |
(2.3) |
First
Amendment to Agreement of Purchase and Sale dated as of November 8, 2004,
by and among a subsidiary of The Marcus Corporation and Lowe Hospitality
Investment Partners, LLC. |
(2.4) |
Second
Amendment to Agreement of Purchase and Sale dated as of November 24, 2004,
by and among a subsidiary of The Marcus Corporation and Lowe Hospitality
Investment Partners, LLC. |
(99.1) |
Press
Release of The Marcus Corporation, dated November 26, 2004, regarding the sale
of the Miramonte Resort to Lowe Hospitality Investment Partners, LLC. |
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