<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )(1)
Nathan's Famous, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
632347100
-----------------------------------------------------------------------
(CUSIP Number)
Kenneth S. Hackel Joel M. Handel, Esq.
P.O. Box 726 Baer Marks & Upham LLP
Alpine, New Jersey 07620 805 Third Avenue
New York, New York 10022
(212) 702-5700
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 28, 1998
-----------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
|_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(1)The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 632347100 Page 2 of 5 Pages
------------------ ------ -----
1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
Kenneth S. Hackel
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
3. SEC USE ONLY
4. SOURCE OF FUNDS See Item 3
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |_|
6. CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF 7. SOLE VOTING POWER 251,200
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 251,200
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 251,200
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3%
14. TYPE OF REPORTING PERSON IN
<PAGE>
CUSIP No. 632347100 Page 3 of 5 Pages
--------------- ------ -----
Item 1 Security and Issuer
This statement on Schedule 13D (the "Statement") relates to the common
stock, par value $0.01 per share (the "Common Stock"), of Nathan's Famous, Inc.,
a Delaware corporation (the "Company"). The address of the principal executive
office of the Company is 1400 Old Country Road, Westbury, New York 11590.
Item 2 Identity and Background
2.1 This Statement is filed by Mr. Kenneth Hackel (the "Reporting
Person"). By his signature on this Statement, the Reporting Person agrees that
this Statement is filed on his behalf. The Reporting Person is filing this
Schedule 13D Statement pursuant to Rule 13d-1(f)(1) under the Act on his own
behalf and not on behalf of any other party. Information with respect to the
Reporting Person is given solely by the Reporting Person.
2.2 Mr. Hackel's address is P.O. Box 726, Alpine, New Jersey 07620.
2.3 The present principal occupation or employment of Mr. Hackel is
private investor.
2.4 The Reporting Person has not within the last five years been
convicted in a criminal proceeding.
2.5 During the last five years, the Reporting Person was not a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which proceeding
he was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
2.6 Mr. Hackel is a United States citizen.
Item 3 Source and Amount of Funds or Other Consideration
The Reporting Person paid an aggregate of $914,487.50, net of
commissions and fees, for 251,200 shares of Common Stock in a series of
purchases, as reported in Item 5 herein. The Reporting Person used personal
funds to purchase the shares of Common Stock.
Item 4 Purpose of Transaction
The Reporting Person purchased the shares of Common Stock for personal
investment.
The Reporting Person does not have any plans or proposals which would
relate to:
4.1 The acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company other
than as herein disclosed; however, the Reporting Person may
acquire or dispose of shares in future as part of his personal
investments as he deems appropriate;
4.2 An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of
its subsidiaries;
4.3 A sale or transfer of a material amount of assets of the
Company or any of its subsidiaries;
4.4 Any change in the present board of directors or management of
the issuer, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies
on the board;
4.5 Any material change in the present capitalization or dividend
policy of the issuer;
4.6 Any other material change in the Company's business or
corporate structure including but not limited to, if the
Company is a registered closed-end investment company, any
plans or proposals to make any changes in its investment
policy for which a vote is required by section 13 of the
Investment Company Act of 1940;
4.7 Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any person;
4.8 Causing a class of securities of the Company to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of
a registered national securities association;
<PAGE>
CUSIP No. 632347100 Page 4 of 5 Pages
--------------- ------ -----
4.9 A class of equity securities of the Company becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Act; or
4.10 Any action similar to any of those enumerated above.
Item 5 Interest in Securities of the Issuer
The number of shares over which the Reporting Person has:
(i) sole power to vote or direct the vote: 251,200
(ii) shared power to vote or direct the vote: 0
(iii) sole power to dispose or direct the disposition of: 251,200
(iv) shared power to dispose or direct the disposition of: 0
The following transactions were effected during the past six months:
<TABLE>
<CAPTION>
DATE TRANSACTION NUMBER OF SHARES PRICE PER SHARE
- ---- ----------- ---------------- ---------------
<S> <C> <C> <C>
5/7/98 Purchase 2,000 3.875
6/1/98 Purchase 2,000 3.875
6/12/98 Purchase 5,000 3.750
6/12/98 Purchase 5,000 3.750
6/12/98 Purchase 5,000 3.687
6/12/98 Purchase 5,000 3.687
6/12/98 Purchase 5,000 3.687
6/12/98 Purchase 5,000 3.687
6/12/98 Purchase 5,000 3.687
6/12/98 Purchase 5,000 3.687
6/12/98 Purchase 5,000 3.687
6/12/98 Purchase 5,000 3.687
6/12/98 Purchase 2,500 3.687
6/12/98 Purchase 5,000 3.750
6/12/98 Purchase 5,000 3.687
6/15/98 Purchase 5,000 3.750
6/15/98 Purchase 5,000 3.750
6/15/98 Purchase 5,000 3.750
6/15/98 Purchase 5,000 3.750
6/15/98 Purchase 5,000 3.750
6/15/98 Purchase 5,000 3.750
6/19/98 Purchase 7,500 3.750
6/25/98 Purchase 1,000 3.843
8/4/98 Purchase 2,500 3.781
8/6/98 Purchase 1,000 3.875
8/6/98 Purchase 1,000 3.937
</TABLE>
<PAGE>
CUSIP No. 632347100 Page 5 of 5 Pages
--------------- ------ -----
<TABLE>
<CAPTION>
DATE TRANSACTION NUMBER OF SHARES PRICE PER SHARE
- ---- ----------- ---------------- ---------------
<S> <C> <C> <C>
8/12/98 Purchase 2,500 3.968
8/21/98 Purchase 200 3.750
8/24/98 Purchase 5,000 3.750
8/25/98 Purchase 5,000 3.750
8/28/98 Purchase 5,000 3.750
8/28/98 Purchase 1,000 3.750
8/31/98 Purchase 1,500 3.718
8/31/98 Purchase 1,000 3.750
8/31/98 Purchase 2,000 3.625
8/31/98 Purchase 3,000 3.750
8/31/98 Purchase 5,000 3.750
8/31/98 Purchase 6,000 3.500
8/31/98 Purchase 7,500 3.750
8/31/98 Purchase 4,000 3.500
9/1/98 Purchase 2,000 3.500
9/1/98 Purchase 8,000 3.500
9/1/98 Purchase 5,000 3.500
9/1/98 Purchase 1,500 3.500
9/1/98 Purchase 5,000 3.500
9/8/98 Purchase 4,000 3.500
9/8/98 Purchase 6,000 3.500
9/9/98 Purchase 10,000 3.500
9/9/98 Purchase 10,000 3.500
9/18/98 Purchase 1,500 3.500
9/23/98 Purchase 2,000 3.375
9/23/98 Purchase 100 3.437
9/23/98 Purchase 400 3.437
9/23/98 Purchase 100 3.437
9/24/98 Purchase 2,500 3.500
9/24/98 Purchase 1,000 3.500
9/24/98 Purchase 2,000 3.500
9/24/98 Purchase 3,000 3.500
9/24/98 Purchase 2,000 3.500
9/24/98 Purchase 1,500 3.500
9/24/98 Purchase 2,000 3.500
9/24/98 Purchase 1,500 3.500
</TABLE>
<PAGE>
CUSIP No. 632347100 Page 6 of 5 Pages
--------------- ------ -----
<TABLE>
<CAPTION>
DATE TRANSACTION NUMBER OF SHARES PRICE PER SHARE
- ---- ----------- ---------------- ---------------
<S> <C> <C> <C>
9/24/98 Purchase 1,000 3.500
9/24/98 Purchase 4,000 3.500
9/24/98 Purchase 1,000 3.500
9/28/98 Purchase 3,400 3.562
9/28/98 Purchase 2,500 3.531
10/1/98 Purchase 4,000 3.500
10/2/98 Purchase 5,000 3.500
10/2/98 Purchase 1,000 3.500
</TABLE>
TOTAL 251,200.0000
Item 6 Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
None.
Item 7 Material to be filed as Exhibits
None.
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify the information set forth in this Amendment is true,
complete and correct.
Dated: October 8, 1998
/S/ KENNETH S. HACKEL
----------------------------
Kenneth S. Hackel
