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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended November 25, 2004

For the transition period from __________ to __________

Commission File Number 1-12604

Registrant’s telephone number, including area code: (414) 905-1000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934, during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to filing requirements for the past 90 days.

Yes    X           No        

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes    X           No        

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

COMMON STOCK OUTSTANDING AT DECEMBER 30, 2004 – 21,131,808
CLASS B COMMON STOCK OUTSTANDING AT DECEMBER 30, 2004 – 9,090,471

THE MARCUS CORPORATION

INDEX

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PART I — FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

THE MARCUS CORPORATION
Consolidated Balance Sheets

See accompanying notes to consolidated financial statements.

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THE MARCUS CORPORATION
Consolidated Balance Sheets

See accompanying notes to consolidated financial statements.

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THE MARCUS CORPORATION
Consolidated Statements of Earnings (Unaudited)

See accompanying notes to consolidated financial statements.

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THE MARCUS CORPORATION
Consolidated Statements of Cash Flows (Unaudited)

See accompanying notes to consolidated financial statements.

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THE MARCUS CORPORATION

CONDENSED NOTES TO FINANCIAL STATEMENTS FOR THE
THIRTEEN AND TWENTY-SIX WEEKS ENDED
NOVEMBER 25, 2004
(Unaudited)

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Special Note Regarding Forward-Looking Statements

        Certain matters discussed in this Management’s Discussion and Analysis of Results of Operations and Financial Condition 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 will 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 could cause results to differ materially from those expected, including, but not limited to, the following: (i) the availability, in terms of both quantity and audience appeal, of motion pictures for our theatre division; (ii) the effects of increasing depreciation expenses and preopening and start-up costs due to the capital intensive nature of our businesses, including the possibility that such costs may exceed our expectations; (iii) the effects of adverse economic conditions in our markets, particularly with respect to our hotels and resorts division; (iv) the effects of adverse weather conditions, particularly during the winter in the Midwest and in our other markets; (v) the effects on our occupancy and room rates from the relative industry supply of available rooms at comparable lodging facilities in our markets; (vi) the effects of competitive conditions in the markets served by us; (vii) our ability to identify properties to acquire, develop and/or manage and continuing availability of funds for such development; (viii) 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; and (ix) our decisions regarding the use of the proceeds received from the sale of our limited-service lodging division and other asset sales. 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 Form 10-Q and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

RESULTS OF OPERATIONS

General

        We report our consolidated and individual segment results of operations on a 52-or-53-week fiscal year ending on the last Thursday in May. Fiscal 2005 and 2004 are both 52-week years. We divide our fiscal year into three 13-week quarters and a final quarter consisting of 13 or 14 weeks. Our primary operations are reported in the following two business segments: movie theatres and hotels and resorts. As a result of our recent sale of substantially all of the assets of our limited-service lodging division, this segment has been presented as discontinued operations in the accompanying financial statements and in this discussion. As a result of our recent sale of the Miramonte Resort, this asset and related results of operations, previously included in our hotels and resorts segment, has also been presented as discontinued operations in the accompanying financial statements and in this discussion. Prior year results have been restated to conform to the current year presentation.

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        The following table sets forth revenues, operating income, earnings from continuing operations, earnings from discontinued operations, net earnings and earnings per share for the comparable second quarter and first half of fiscal 2005 and 2004 (in millions, except for per share and variance percentage data):

        An increase in revenues and operating income (earnings before other income/expense and income taxes) from our hotels/resorts division during the second quarter of fiscal 2005 compared to the same period last year partially offset decreases in both revenues and operating income from our theatre division during the same period. The hotels and resorts division benefited from an improving economic environment and an increase in business travel. Theatre division operating results were negatively impacted by a relatively weak slate of movies compared to the same period last year. Increases in revenues and operating income from both the theatre and hotels/resorts divisions, as well as reduced corporate expenses, contributed to the improved performance for the first half of fiscal 2005 compared to the same period last year. As described in more detail below, increased investment income and decreased interest expense also contributed to our increased earnings from continuing operations during our fiscal 2005 second quarter and first half compared to the same periods last year.

        Our investment income totaled $1.5 million and $1.8 million for the second quarter and first half of fiscal 2005, respectively, compared to $500,000 and $1.1 million during the same periods last year. The increases during the fiscal 2005 periods were the result of interest earned on proceeds received from the sale of the limited-service lodging division in September 2004. The majority of the $195.9 million of cash and cash equivalents noted on our consolidated balance sheet as of November 25, 2004, is currently invested in federal tax-exempt short-term financial instruments. Our estimated effective income tax rate for continuing operations has been lowered to reflect this current method of investment. In addition, $123.1 million in cash is currently being held by intermediaries in conjunction with potential tax deferral opportunities that we are exploring. We are earning taxable interest on these funds. Investment income will continue to exceed prior year amounts in future periods until a further determination of the potential uses of the sale proceeds is made.

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        Our interest expense totaled $3.8 million and $7.7 million for the second quarter and first half of fiscal 2005, respectively, compared to $3.9 million and $8.4 million during the same periods last year. The decrease was primarily the result of a $37.5 million, or 15.3%, reduction in our long-term debt (including current maturities) at the end of the first half of fiscal 2005 compared to the end of last year’s first half. Due to the fact that we have paid off all of our outstanding short-term borrowings, consisting of commercial paper, during the first half of fiscal 2005 with cash provided by operating and investing activities, we do not expect our interest expense to change substantially during the remaining quarters of fiscal 2005 other than as a result of the payment of scheduled current maturities of our long-term debt.

        Our continuing operations recognized pre-tax gains on disposition of property and equipment totaling $1.3 million during the second quarter of fiscal 2005 compared to $1.4 million during the prior year same period. The fiscal 2005 gain was primarily the result of the sale of two outlots on existing theatre land parcels. Continuing operations pre-tax gains on disposition of property and equipment for the first half of fiscal 2005 were $2.2 million compared to gains of $1.4 million during the first half of fiscal 2004. The timing of periodic sales of our property and equipment may vary from quarter to quarter, resulting in variations in our gains or losses on disposition of property and equipment. We anticipate periodic additional sales of non-revenue generating property and equipment with the potential for additional gains on disposition from time to time during the remainder of fiscal 2005.

Theatres

        The following table sets forth revenues, operating income and operating margin for our theatre division for the second quarter and first half of fiscal 2005 and 2004 (in millions, except for variance percentage and operating margin):

        Consistent with the seasonal nature of the motion picture exhibition industry, the second quarter of our fiscal year is typically the slowest period for our theatre division. Although our theatre division’s fiscal 2005 second quarter represented our third-best second quarter results on record, the results lagged behind last year’s record second quarter results. Contributing to the decreased second quarter operating income and operating margin were decreased box office and concession revenues and slightly increased film rental costs. Due to a very strong summer box office, theatre division revenues for the first half of fiscal 2005 remain slightly ahead of last years comparable period, with operating income and operating margin essentially even with the prior year.

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        The following table breaks out revenues for the theatre division for the second quarter and first half of fiscal 2005 and 2004 (in millions, except for variance percentage):

        The decrease in our box office receipts and concession revenues for the second quarter of fiscal 2005 compared to the same period last year was due to a decrease in attendance. Our average ticket price increased 2.1% and 2.4%, respectively, during the second quarter and first half of fiscal 2005, partially offsetting the attendance decreases. These increases in our average ticket price were attributable primarily to modest ticket price increases and occurred despite the fact that this year’s film mix has included more family-orientated movies. Such film fare typically results in more child admissions and a resulting lower average ticket price, compared to last year’s film product mix which included an unusually high number of R-rated movies. Our average concession sales per person during our fiscal 2005 second quarter and first half increased 8.7% and 5.6%, respectively, compared to the same periods last year. Films that appeal to families and teenagers generally produce greater concession sales compared to more adult-oriented films. Other revenues, which include management fees and pre-show advertising income, were essentially even with last year’s second quarter, but have decreased during the first half of fiscal 2005 due to the fact that last year’s revenues (and resulting operating income and operating margin) were favorably impacted by an insurance settlement of approximately $400,000 related to a fire that occurred several years ago at one of our Milwaukee-area theatres. Overall, excluding this settlement, we expect other revenues to meet or exceed prior year levels during fiscal 2005.

        Total theatre attendance decreased 10.2% during the second quarter compared to the same period last year. For the first half of fiscal 2005, total attendance was down 1.6% compared to the first half of fiscal 2004. Attendance was particularly weak during September, historically the slowest month of the film year, and October. The second quarter ended with a strong box office week leading up to the traditionally strong movie-going Thanksgiving Day weekend. Overall, however, the audience appeal of this year’s second quarter films, which included top grossing films The Incredibles and Shark Tale, was not as strong as last year’s second quarter films, which included Elf, The Matrix Revolutions, Scary Movie 3 and The School of Rock.

        Despite a strong Thanksgiving Day weekend and solid performances by holiday season films such as National Treasure, The Polar Express, Ocean’s 12 and Meet the Fockers, film product for the third quarter has thus far underperformed compared to the prior year third quarter. Last year’s third quarter results benefited from the final installment of Lord of the Rings, which was our top grossing movie during fiscal 2004, providing a difficult comparison for the third quarter of fiscal 2005. In addition, comparisons to last years results will be negatively impacted by the fact that during this year’s holiday season, Christmas Eve (the only night of the year on which our theatres close) and Christmas Day were on a Friday and Saturday, which are normally the two biggest movie-going days of the week. As a result, we currently do not expect our fiscal 2005 third quarter operating results for our theatre division to equal last year’s third quarter results. We also anticipate challenging comparisons to last year’s results at the beginning of our fiscal 2005 fourth quarter due to the very strong performance of The Passion of The Christ last year. The extended outlook for film product begins to look better in May and beyond, beginning with the final Star Wars installment, which is due to open next May. Revenues for the theatre business and the motion picture industry in general are heavily dependent upon the general audience appeal of available films, together with studio marketing, advertising and support campaigns, all factors over which we have no control.

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        We ended the first half of fiscal 2005 with a total of 449 company-owned screens in 40 theatres and 40 managed screens in four theatres compared to 459 company-owned screens in 43 theatres and 34 managed screens in three theatres at the end of the same period last year. During the fiscal 2005 second quarter, we opened four additional screens at an existing theatre in LaCrosse, Wisconsin, converted our largest screen in Columbus, Ohio into our fifth UltraScreen® and closed a three-screen theatre in LaCrosse. We opened three additional screens at a theatre in Oshkosh, Wisconsin early in the third quarter of fiscal 2005 and construction continues on a new UltraScreen® at our theatre in Oakdale, Minnesota, and a new 12-screen theatre in Saukville, Wisconsin. We expect these 13 new screens to open during our third and fourth quarters of fiscal 2005. We continue to review additional opportunities to add new screens to existing locations and to develop or acquire new locations in and around our existing markets, including recently announced new multi-screen theatres in Green Bay, Racine and East Troy, Wisconsin.

Hotels and Resorts

        The following table sets forth revenues, operating income and operating margin for our hotels and resorts division for the second quarter and first half of fiscal 2005 and 2004 (in millions, except for variance percentage and operating margin). Prior year results have been restated to reflect the current year presentation of the recently sold Miramonte Resort as a discontinued operation.

        Our hotels and resorts division recognized record revenues for our fiscal 2005 second quarter and its highest second quarter operating income since fiscal 2001. Continued improvement in business travel, particularly from the group travel segment, contributed to the improved results during the second quarter. Food and beverage revenues at our hotels and resorts increased 8.4% during the fiscal 2005 second quarter compared to the same period last year due primarily to the increases in group travel and the resulting increases in catering business. Total revenues and operating income have also increased during the first half of fiscal 2005 compared to the same period last year, with the largest increases coming from our hotels that focus on the individual business traveler (the Pfister and the Hotel Phillips). Operating income increased during the fiscal 2005 second quarter and first half compared to the same periods of fiscal 2004 despite reduced earnings from our timeshare operations due to increased marketing and selling costs and approximately $330,000 and $560,000, respectively, of start-up and preopening costs associated with our Las Vegas condominium hotel and downtown Chicago hotel projects.

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        The total revenue per available room, or RevPAR, for comparable company-owned properties (excluding the Miramonte Resort) increased 0.8% and 2.0%, respectively, during our fiscal 2005 second quarter and first half compared to the same periods last year. The increases in RevPAR were due entirely to increases in occupancy percentage (number of occupied rooms as a percentage of available rooms) of 2.7 and 2.8 percentage points, respectively, during these same periods. Our overall average daily room rate (“ADR”) for these comparable properties decreased 3.3% and 1.9%, respectively, during the second quarter and first half of fiscal 2005, compared to the same periods last year. The improvements in group business travel, which often involve lower negotiated room rates, contributed to the small decline in our ADR during fiscal 2005 to date. As we indicated in prior discussions, we have attempted to retain the integrity of our rate structure during the past several years (a period when others in the industry were heavily discounting), believing that this strategy was in our best long-term interest. As a result, according to data from outside industry sources such as Smith Travel Research, our comparative changes in RevPAR during calendar 2002 and 2003 consistently outperformed others in our segment of the industry. As the economy and the industry recover, it appears that those that heavily discounted or operated in markets that were impacted more severely by the economic downturn are generally now experiencing larger increases in RevPAR and ADR than our hotels and resorts.

        The current near-term outlook for the future performance of our hotels and resorts division remains promising. The improvement we experienced during our fiscal 2005 second quarter at our hotels that cater to the group business traveler was very encouraging, as this is a segment of our customer base that typically provides non-room revenues to our hotels and resorts that are a key to returning this division to prior profitability levels. In addition, the individual business travel segment, which was the strength of our fiscal 2005 first quarter, continues to show steady improvement. We remain pleased with the advanced booking pace at our hotels, with our fiscal 2005 fourth quarter in particular looking very encouraging, based upon business already booked for this time period. As a result, based on the current trends and subject to continued improvement in economic conditions, we currently expect our division operating results to continue to improve during the remainder of fiscal 2005, with cost controls remaining a high priority.

        Construction on our Las Vegas condominium hotel joint venture, the Platinum Suite Hotel & Spa, is about to begin, with a targeted opening date in Spring 2006. Construction continues on a company-owned hotel in downtown Chicago, Illinois that was originally expected to be a Baymont Inn & Suites. This project was not included in the sale of our limited-service lodging division and has been taken over by our hotels and resorts division. We expect to determine the proper brand for this location in the very near future. With a targeted opening date in Spring 2005, we expect to incur additional preopening expenses and other initial start-up losses from this hotel and the Las Vegas project during the second half of fiscal 2005. We also continue to pursue several new growth opportunities, with a focus on expanding our hotel management business. A number of the projects that we are currently exploring may also include some small equity investments.

Discontinued Operations

        On September 3, 2004, we sold substantially all of the assets of our limited-service lodging division to La Quinta Corporation of Dallas, Texas for a total purchase price of approximately $415 million in cash. La Quinta purchased our Baymont Inns & Suites, Woodfield Suites and Budgetel Inns brands, substantially all of the division’s real estate and related assets and assumed the operation of 90 company-owned and operated Baymont Inns & Suites, seven Woodfield Suites, one Budgetel Inn and the 87-unit Baymont franchise system (including four joint venture Baymont Inns & Suites that were excluded from the transaction and have become franchisees). Our net proceeds to the Company as of the end of the fiscal 2005 second quarter, before the payment of income taxes resulting from the gain on sale, were approximately $345 million, net of transaction costs and excluding approximately $40 million in proceeds held in escrow pending completion of certain customary transfer requirements on nine locations. The net proceeds amount above excludes approximately $19 million of proceeds related to the sale of four joint venture properties. The assets sold to date consist primarily of land, buildings and equipment with a net book value of approximately $232 million. As a result, we reported an after-tax gain on sale of discontinued operations of approximately $71 million during the second quarter of fiscal 2005. Upon completion of the transfer requirements associated with the $40 million in funds currently held in escrow, assets with a net book value of approximately $25 million will be sold and we would expect to report additional after-tax gains on sale of approximately $8 to 9 million in future periods.

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        The results of our limited-service lodging division have been accounted for as discontinued operations in our consolidated financial statements for the second quarter and first half of fiscal 2005 and prior year results have been restated to conform with the current year presentation. The following table sets forth revenues, operating income and income from discontinued operations, net of applicable taxes, for our limited-service lodging division for the second quarter and first half of fiscal 2005 and 2004 (in millions, except for variance percentage):

        Our fiscal 2005 second quarter operating results included one week of operations prior to completion of the sale, as well as results from four of our joint venture Baymont Inns & Suites that were excluded from the transaction and are now operating as Baymont franchises. One of the four remaining joint venture properties was sold early in our fiscal 2005 third quarter and we are currently exploring opportunities to sell the remaining three properties. The limited-service lodging division’s operating loss and loss from discontinued operations, net of applicable taxes, during the fiscal 2005 second quarter included various costs associated with exiting the business, including approximately $1.8 million of severance related costs.

        On December 1, 2004, we sold the Miramonte Resort for a total purchase price of $28.7 million in cash, before transaction costs. The assets sold consisted primarily of land, building and equipment. As a result of this transaction, we expect to report a pre-tax gain in excess of $5.0 million during our fiscal 2005 third quarter.

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        The results of the Miramonte Resort, which had previously been included in our hotels and resorts segment results, have been accounted for as discontinued operations in our consolidated financial statements for the second quarter and first half of fiscal 2005 and prior year results have been restated to conform with the current year presentation. The following table sets forth revenues, operating loss and loss from discontinued operations, net of applicable taxes, for the Miramonte Resort for the second quarter and first half of fiscal 2005 and 2004 (in millions, except for variance percentage):

        Operating results for the Miramonte Resort for the second quarter and first half of fiscal 2005 increased slightly over prior year results primarily due to an increase in revenues as a result of the recently opened spa. Our fiscal 2005 third quarter results will only include one week of operations of the Miramonte Resort prior to completion of the sale.

FINANCIAL CONDITION

        Our movie theatre and hotels/resorts businesses each generate significant and consistent daily amounts of cash because each segment’s revenue is derived predominantly from consumer cash purchases. We believe that these relatively consistent and predictable cash sources, together with the funds from our sale of the limited-service lodging division and the sale of our Miramonte Resort, as well as the availability of $125 million of unused credit lines as of the end of the second quarter, should be adequate to support the near-term anticipated ongoing operational liquidity needs of our businesses.

        Net cash provided by operating activities decreased by $39.8 million during the first half of fiscal 2005 to $9.7 million, compared to $49.5 million during the prior year’s first half. The decrease was due primarily to $46.3 million in income taxes related to the gain on sale of the limited-service lodging division as well as the collection of a large note receivable last year, resulting in an unfavorable comparison in collections of accounts and notes receivable, partially offset by improved operating results.

        Net cash provided by investing activities during the fiscal 2005 first half totaled $202.2 million, compared to net cash used in investing activities of $18.7 million during the fiscal 2004 first half. Our fiscal 2005 results include $345.1 million of net proceeds from the disposal of our limited-service lodging division, of which $123.1 million was invested with intermediaries in conjunction with potential tax deferral opportunities that we are exploring. Capital expenditures totaled $24.0 million during the first half of fiscal 2005 compared to $20.3 million during the prior year’s first half. Fiscal 2005 first half capital expenditures included $10.5 million incurred in our hotels and resorts division, the majority of which was related to the downtown Chicago development recently absorbed by that division. In addition, we incurred capital expenditures of approximately $9.0 million in our theatre division related to the previously identified growth projects and $3.5 million in our limited-service lodging division related to previously committed capital projects.

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        Net cash used in financing activities during the first half of fiscal 2005 totaled $25.7 million compared to $29.7 million during the first half of fiscal 2004. Excess cash available during the first half of both fiscal years was used to reduce our outstanding commercial paper borrowings during the periods. Our principal payments on notes payable and long-term debt totaled $37.8 million during the first half of fiscal 2005 compared to $27.7 million during the same period last year. New debt of $10.5 million related to the Chicago project was added during the first half of fiscal 2005, compared to no new debt added during the same period last year. Our debt capitalization ratio (long-term debt, including current maturities, divided by shareholders equity plus long-term debt, including current maturities) was 0.30 at November 25, 2004, compared to 0.38 at the prior fiscal year-end, with the decrease attributable to reduced debt levels and an increase in shareholders’ equity due to the significant gain on sale of the limited-service lodging division.

        Based upon our current expectations for fiscal 2005 capital expenditure levels and the receipt of asset sales proceeds from the Miramonte sale and funds currently held in escrow from the limited-service lodging division, we currently anticipate that our debt-capitalization ratio will decrease further during the remainder of fiscal 2005. Our actual long-term debt total and debt-capitalization ratio at the end of fiscal 2005 will be dependent upon our decisions regarding the use of the limited-service lodging division sale proceeds. We are actively evaluating the potential uses of the sale proceeds. We are committed to growing our two remaining divisions and we will also consider other opportunities and uses of the proceeds. We intend to be patient in assessing these opportunities to ensure that all uses of the proceeds are in the best interests of our shareholders.

        The actual timing and extent of the implementation of our current expansion plans will depend in large part on industry and general economic conditions, our financial performance and available capital, the competitive environment, evolving customer needs and trends and the availability of attractive opportunities. It is likely that our plans will continue to evolve and change in response to these and other factors.

        We have not experienced any material changes in our market risk exposures since May 27, 2004.

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PART II – OTHER INFORMATION

        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.

        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:

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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:

Election of Directors

2004 Equity Incentive Plan

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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 thereunto duly authorized.

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