SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 3)(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)
June 24, 1999
----------------------------------------------------
(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.
(Continued on following pages)
(Page 1 of 4 Pages)
- ----------
(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 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>
- --------------------------------------------------------------------------------
CUSIP No. 632347100 SCHEDULE 13D Page 2 of 5 Pages
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Kenneth S. Hackel
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 475,700
BENEFICIALLY --------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON --------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
475,700
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
475,700
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- --------------------------------------------------------------------------------
CUSIP No. 632347100 SCHEDULE 13D Page 3 of 5 Pages
- --------------------------------------------------------------------------------
Item 1 Security and Issuer
This Amendment No. 3 to the original 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 ("Nathan's" or 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
The information in Item 2 has not changed.
Item 3 Source and Amount of Funds or Other Consideration
The information previously reported in Item 3 is hereby amended by adding
the following after the existing information:
From April 16, 1999 to June 25, 1999, the Reporting Person paid an
aggregate of $98,549.50, net of commissions and fees, for 27,200 shares of
Common Stock in a series of open-market 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 information in Item 4 is hereby amended by deleting section 4.2 and
replacing it with the following:
4.2 The Reporting Person, who believes he is the largest individual
shareholder in the Company, notes that since Nathan's announced its intention to
acquire Miami Subs, its stock has dramatically declined while the stock market
in general, as well as the stock of Nathan's peers, have performed well.
Nathan's, whose own sales are declining, has already purchased a substantial
interest in this underperforming slow-growth company. If the company is
successful in acquiring Miami Subs, dilution of earnings, book value, and cash
flow could be expected to cause further erosion to Nathan's' stock. The
Reporting Person believes stock in Nathan's would decline to about $2.50 per
share if the deal is consummated. That would reflect the diluted market value of
the Company caused by weakened cash flows, additional total debt, the
possibility of a large write-off regarding notes receivable, dwindling cash
reserves, and by the additional shares to be issued, including lost interest
income and increased tax rate. Stock in Nathan's would be further severely
impacted if the IRS and the Court of Appeals rule against Miami Subs in a
pending tax matter.
The Reporting Person is evaluating his alternatives with regard to his
investment in Nathan's and does not understand why the company's Board of
Directors, who have already witnessed a precipitous decline in Nathan's share
price, would be in favor of such an injurious merger. The Reporting Person
strongly recommends shareholder show their disapproval of such merger by voting
accordingly.
Item 5 Interest in Securities of the Issuer
The Reporting Person owns 475,700 shares, or 10.1%, of the Company's
outstanding stock.
The number of shares over which the Reporting Person has:
(i) sole power to vote or direct the vote: 475,700
(ii) shared power to vote or direct the vote: 0
(iii) sole power to dispose or direct the disposition of: 475,700
(iv) shared power to dispose or direct the disposition of: 0
The following transactions were effected during the past sixty days:
DATE TRANSACTION NUMBER OF SHARES PRICE PER SHARE
---- ----------- ---------------- ---------------
4/16/99 Purchase 1,000 3.437
5/24/99 Purchase 900 3.625
<PAGE>
- --------------------------------------------------------------------------------
CUSIP No. 632347100 SCHEDULE 13D Page 4 of 5 Pages
- --------------------------------------------------------------------------------
5/28/99 Purchase 1,100 3.750
6/24/99 Purchase 20,000 3.625
6/25/99 Purchase 4,200 3.625
Item 6 Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
None.
Item 7 Material to be filed as Exhibits
None.
<PAGE>
- --------------------------------------------------------------------------------
CUSIP No. 632347100 SCHEDULE 13D Page 5 of 5 Pages
- --------------------------------------------------------------------------------
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: July 1, 1999
/s/ KENNETH S. HACKEL
----------------------------------
Kenneth S. Hackel
