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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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. 6)(1)
Nathan's Famous, Inc.
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(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
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(Title of Class of Securities)
632347100
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(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
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
June 27, 2000
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(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)
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(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).
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CUSIP No. 632347100 13D Page 2 of 4 Pages
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Kenneth S. Hackel
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 . SEC USE ONLY
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4. SOURCE OF FUNDS*
See Item 3
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |_|
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7. SOLE VOTING POWER 785,100
SHARES ------------------------------------------------------------
8. SHARED VOTING POWER 0
BENEFICIALLY
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OWNED BY EACH 9. SOLE DISPOSITIVE POWER 785,100
REPORTING ------------------------------------------------------------
10. SHARED DISPOSITIVE POWER 0
PERSON WITH
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
785,100
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* |_|
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.2%
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14. TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 632347100 13D Page 3 of 4 Pages
ITEM 1 SECURITY AND ISSUER
This Amendment No. 6 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:
During May 2000, the Reporting Person paid an aggregate of $33,700.04,
net of commissions and fees, for 11,000 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 of the Company, notes that Nathan's acquisition of Miami Subs has
caused its stock to perform poorly. As a result of the acquisition, the debt,
potential tax liabilities, bad receivables, poor franchises, equity and
management dilution of Miami Subs were transferred to Nathan's. The Reporting
Person urges that all means to increase shareholder value of Nathan's be
explored, including the sale of Nathan's.
The Reporting Person believes that Nathan's is mismanaged and urges the
revamping of the Board of Directors and the hiring of an outside consulting and
investment-banking firm to determine the future direction of Nathan's. The
Reporting Person is evaluating his alternatives with regard to his investment in
Nathan's.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
The Reporting Person beneficially owns 785,100 shares (which number
includes 11,000 shares issuable upon the exercise of options which may be
exercised within sixty (60) days of the date hereof), or 11.2%, 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: 785,100(1)
(ii) shared power to vote or direct the vote: 0
(iii) sole power to dispose or direct the disposition of:
785,100(1)
(iv) shared power to dispose or direct the disposition
of: 0
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(1) Includes 11,000 shares issuable upon the exercise of options which
may be exercised within 60 days of the date hereof.
The following transactions were effected during the past sixty (60)
days:
<TABLE>
<CAPTION>
DATE TRANSACTION NUMBER OF SHARES PRICE PER SHARE
---- ----------- ---------------- ---------------
<S> <C> <C> <C>
05/10/00 Purchase 600 3.125
05/17/00 Purchase 10,400 3.0601
</TABLE>
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CUSIP No. 632347100 13D Page 4 of 4 Pages
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: July 10, 2000
/s/ Kenneth S. Hackel
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Kenneth S. Hackel
