SecProbe.io

CORRESP
1
filename1.htm

    Unassociated Document

              March
      29, 2010

              Via EDGAR and Federal
      Express

              ATTORNEYS
      AT LAW

              777
      EAST WISCONSIN AVENUE

              MILWAUKEE,
      WI  53202-5306

              414.271.2400
      TEL

              414.297.4900
      FAX

              www.foley.com

              WRITER’S
      DIRECT LINE

              414.297.5662

              sbarth@foley.com
      EMAIL

              CLIENT/MATTER
      NUMBER

              052560-0206

              Ms.
      Sonia Barros

              Special
      Counsel

              Division
      of Corporation Finance

              U.S.
      Securities and Exchange Commission

              100
      F Street, N.E.

              Washington,
      DC  20549-7010

              Re:

              The Marcus
      Corporation

    Form
10-K for Fiscal Year Ended May 28, 2009

    Filed August 11, 2009

    Definitive 14A

    Filed September 4, 2009

    File No. 001-12604

    Dear Ms.
Barros:

    On behalf
of our client, The Marcus Corporation, a Wisconsin corporation (the “Company”),
set forth below are the Company’s responses to the comments of the Staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) set forth
in the Staff’s letter, dated March 19, 2010 (the “Comment Letter”), with respect
to the above-referenced filings.  The numbered items set forth below
repeat (in bold italics) the comments of the Staff reflected in the Comment
Letter, and following such comments are the Company’s responses (in regular
type).

    Definitive Proxy Statement
on Schedule 14A

    Compensation Discussion and
Analysis, page 11

    Total Compensation, page
14

              1.

              You
      disclose that for fiscal 2009, the total direct compensation (i.e., salary
      and annual cash bonus) paid to your named executive officers generally
      fell between the 50th and
      75th percentile
      of the total direct compensation amounts paid to executives holding
      equivalent positions at your surveyed group of benchmarked sectors and
      that in establishing these relative levels of compensation, your
      compensation committee believed that this relative level of total direct
      compensation reflected the highly experienced nature of your senior
      executive team and was consistent with our corporate financial
      performance, the individual performance of your named executive officers
      and your prior shareholder return.  Please provide further
      disclosure regarding how your corporate performance and your prior
      shareholder return relate to your compensation committee’s decision to pay
      your named executive officers direct compensation that generally fell
      between the 50th and
      75th percentile
      of the total direct compensation amounts paid to executives holding
      equivalent positions at your surveyed group of benchmarked
      sectors.  For example, did your corporate performance and your
      prior shareholder return generally fall between the 50th and
      75th percentile
      of your surveyed group of benchmarked sectors?  Please provide
      this disclosure in future filings and tell us how you plan to
      comply.

                BOSTON

                BRUSSELS

                CHICAGO

                DETROIT

                JACKSONVILLE

                LOS
      ANGELES

                MADISON

                MILWAUKEE

                NEW
      YORK

                ORLANDO

                SACRAMENTO

                SAN
      DIEGO

                SAN
      DIEGO/DEL MAR

                SAN
      FRANCISCO

                SILICON
      VALLEY

                TALLAHASSEE

                TAMPA

                TOKYO

                WASHINGTON,
      D.C.

      Ms. Sonia
Barros

      March 29,
2010

      Page
2

    The
Company will attempt to comply with the Staff’s comment in its future annual
shareholder meeting proxy statements to the extent, if any, that the Company’s
Compensation Committee considers the Company’s relative corporate performance
and/or shareholder return in comparison to its surveyed group of benchmarked
sectors or other peer groups or indices.  In the past, the Company’s
Compensation Committee has not specifically considered these metrics in
comparison to such other groups or indices in determining the total compensation
levels of its named executive officers.  If the Company’s Compensation
Committee continues its historical practice, then the Company will include
disclosure reflecting this practice in its future proxy statements.

              2.

              Please
      explain the reasons that your compensation committee for fiscal 2009 tried
      to equate the relative level of long-term incentive awards to
      approximately 50% to 90% of each officer’s base salary.  Please
      provide this disclosure in future filings and tell us how you plan to
      comply.

    The
Company will attempt to comply with the Staff’s comment in its future annual
shareholder meeting proxy statements.  Because the Company already
includes disclosure that is otherwise significantly responsive to the Staff’s
comment in various paragraphs under the subheading “Long-Term Incentive Awards”
in its 2009 proxy statement, in its future annual meeting proxy statements, the
Company will add a specific cross-reference to such additional explanatory
disclosure under this “Total Compensation” subheading.  Moreover, the
Company will attempt to further link the Compensation Committee’s assessment of
the various factors specified under “Long-Term Incentive Awards” with the
specific percentage of salary levels of long-term incentive awards granted to
its named executive officers.

    Elements of Compensation,
Page 15

              3.

              We note
      your disclosure of what factors you consider when evaluating and adjusting
      the salaries of your named executive officer.  On an individual
      basis, please more specifically explain why for fiscal 2009, Douglas A
      Neis, Bruce J. Olson, William J. Otto and Thomas F. Kissinger received
      increases of 11.1%, 8.0%, 6.7% and 14.3%, respectively, in their base
      salaries.  For example, what factors led to Mr. Kissinger
      receiving a 14.3% increase in base salary while Mr. Otto received only a
      6.7% increase in base salary?  Please provide similar disclosure
      for fiscal 2010.  Please provide this disclosure in future
      filings and tell us how you plan to
  comply.

    The
Company will attempt to comply with the Staff’s comment in its future annual
shareholder meeting proxy statements.  With respect to the
differential fiscal 2009 base salary increases for the Company’s named executive
officers, the differences were largely the result of aligning each named
executive officer’s fiscal 2009 base salary to the corresponding salary range of
their respective benchmarked counterpart, as well as the Compensation
Committee’s subjective consideration of the other factors described under this
subheading.  We also respectfully direct the Staff to the Company’s
description of the substantially reduced base salary increases, or unchanged
base salaries, provided to its named executive officers for fiscal 2010, and the
reasons therefor, disclosed in the paragraph following the one cited by the
Staff in this comment.

    *   *   *   *   *

      Ms. Sonia
Barros

      March 29,
2010

      Page
3

    Additionally,
as requested, we are also enclosing with this response letter a letter from the
Company executed by its Chief Financial Officer and Treasurer acknowledging
that:

              ·

              the
      Company is responsible for the adequacy and accuracy of the disclosure in
      its filings;

              ·

              Staff
      comments or changes to disclosure in response to Staff comments do not
      foreclose the Commission from taking any action with respect to the
      filings; and

              ·

              the
      Company may not assert Staff comments as a defense in any proceeding
      initiated by the Commission or any person under the federal securities
      laws of the United States.

    If the
Staff has any questions with respect to the foregoing, please contact the
undersigned at (414) 297-5662 or Thomas F. Kissinger, the Company’s Vice
President, General Counsel and Secretary, at (414) 905-1390.

              Very
      truly yours,

              /s/
      Steven R. Barth

              Steven
      R. Barth

    Enclosure

              cc:

              Douglas
      Neis – The Marcus Corporation

    Thomas Kissinger – The Marcus
Corporation

      The
Marcus Corporation

      100 East
Wisconsin Avenue, Suite 1900

      Milwaukee,
WI  53202-4125

      March 29,
2010

      U.S.
Securities and Exchange Commission

      Division
of Corporation Finance

      100 F
Street, N.E.

      Washington,
DC  20549-7010

                Re:

                The
      Marcus Corporation

      Form
10-K for Fiscal Year Ended May 28, 2009

      Filed August 11, 2009

      Definitive 14A

      Filed September 4, 2009

      File
No. 001-12604

      Ladies
and Gentlemen:

      The
Marcus Corporation (the “Company”), in response to the comments of the Staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) set
forth in the Staff’s letter dated March 19, 2010 with respect to the
above-referenced filings, hereby acknowledges that:

                ·

                the
      Company is responsible for the adequacy and accuracy of the disclosure in
      its filings;

                ·

                Staff
      comments or changes to disclosure in response to Staff comments do not
      foreclose the Commission from taking any action with respect to the
      filings; and

                ·

                the
      Company may not assert Staff comments as a defense in any proceeding
      initiated by the Commission or any person under the federal securities
      laws of the United States.

                Very
      truly yours,

                THE
      MARCUS CORPORATION

                By:

                /s/ Douglas A Neis

                Douglas
      A. Neis

                Chief
      Financial Officer and Treasurer