NATHANS FAMOUS INC
SC 13D/A, 1999-07-08
EATING PLACES
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                       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
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    632347100
- --------------------------------------------------------------------------------
                                 (CUSIP Number)

                               Nancy D. Lieberman
                     Blau, Kramer, Wactlar & Lieberman, P.C.
                             100 Jericho Quadrangle
                             Jericho, New York 11753
                                  (516)822-4820

- --------------------------------------------------------------------------------
(Name , Address and Telephone Number of Person Authorized to Receive Notice and
                                 Communications)

                                  July 7, 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  which is the subject of this  Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box .

     Note: Six copies of this statement, including all exhibits, should be filed
with the Commission.  See Rule 13d- 1(a) for other parties to whom copies are to
be sent.


                         (Continued on following pages)

                               (Page 1 of 4 Pages)



*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 in 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    4   Pages
              ---------                                     ---       ---

1    Name of Reporting Person
     S.S. or I.R.S. Identification No.  of Above Person
     Howard M. Lorber

2    Check the Appropriate Box if a Member of a Group*        (a) [ ]   (b) [X]

3    SEC Use Only:

4    Source of Funds:             PF

5    Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
     2(d) or 2(e)  [ ]

6    Citizenship or Place of Organization:  U.S.A.

7    Number of Shares
     Sole Voting Power:  580,834

8    Beneficially
     Shared Voting Power:  0

9    Owned by Each Reporting
     Sole Dispositive Power:  580,834

10   Person With
     Shared Dispositive Power:  0

11   Aggregate Amount Beneficially Owned by Each Reporting Person:  580,834

12   Check Box if the Aggregate Amount in Row (11) excludes Certain Shares*  [ ]

13   Percent of Class Represented by Amount in Row (11):  11.3%

14   Type of Reporting Person*:  IN
<PAGE>
Item 1: Security and Issuer.

The  undersigned  hereby  amends the Schedule 13D filing dated  January 27, 1997
(the  "Initial  Filing")  with regard to the shares of Common  Stock,  par value
$.001 per share (the  "Shares")  of Nathan's  Famous,  Inc.  (the  "Issuer"),  a
corporation organized under the laws of the State of Delaware.  Unless otherwise
indicated,  capitalized terms contained herein shall have the meanings set forth
in the Initial Filing.

   This  statement  hereby amends the Items  identified  below or the particular
paragraphs of such Items which are identified  below, to reflect the acquisition
by the undersigned of additional Shares on July 7, 1999.

Item 3: Source or Amount of Funds or Other Consideration.

Of the 580,834 Shares  beneficially  owned by him, Mr. Lorber purchased  158,500
Shares with his personal funds, 68,000 of which were purchased on July 7, 1999 .
In  connection  with his  employment  by the Issuer,  Mr.  Lorber  owns  options
exercisable  within the next 60 days to  purchase  183,334  Shares and  warrants
exercisable within the next 60 days to purchase 225,000 Shares.

Item 4: Purpose of the Transaction.

On July 7, 1999, Mr. Lorber acquired 68,000 Shares in a private transaction.  Of
the remaining 512,834 Shares  beneficially  owned by him, Mr. Lorber acquired an
aggregate  90,500 Shares in open market  purchases,  Mr. Lorber acquired options
exercisable within the next 60 days to purchase 183,334 and warrants exercisable
within  the next 60 days to  purchase  225,000  Shares  in  connection  with his
employment  by the Issuer and 14,000 Shares were acquired by dividend from Aegis
Resources, Inc., an entity controlled by Mr. Lorber.

Mr. Lorber has no present  plans or proposals  which would result in a change in
the present Board or  management of the Issuer.  Mr. Lorber has no present plans
which would result in a material  change in the  Issuer's  business or corporate
structure.

Item 5: Interest in Securities of the Issuer.

(a) As of the close of business on July 7, 1999,  Mr. Lorber  beneficially  owns
580,834  Shares  which  includes  (a) options to purchase an  aggregate  183,334
Shares and (b) warrants to purchase an aggregate 225,000 Shares.

(b) Mr.  Lorber  has sole power to  dispose  or direct  the  disposition  of the
580,834 Shares beneficially owned by him..

Mr.  Lorber  has sole  power to vote or direct  the vote of the  580,834  Shares
beneficially owned by him.

(c) During the past 60 days, Mr. Lorber  purchased 68,000 Shares on July 7, 1999
for $3.587 per Share in a private transaction.
<PAGE>
Signature.
   After  reasonable  inquiry  and to the best of my  knowledge  and  belief,  I
certify that the  information  set forth in this  statement is true complete and
correct.

July 7, 1999
- ------------------------------------
Date

/s/ Howard M. Lorber
- ------------------------------------
Signature

Howard M. Lorber   Chairman & CEO
- ------------------------------------
Name/Title

Attention:  Intentional  misstatements  or omissions of fact constitute  Federal
criminal violations (See 18 U.S.C. 1001).



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