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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
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)
January 27, 1997
(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 5 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).
SCHEDULE 13D
CUSIP No. 632347100 Page 2 of 5 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.
Number of 7 Sole Voting Power
Shares 330,834
Beneficially 8 Shared Voting Power
22,153
Owned by Each 9 Sole Dispositive Power
Reporting 330,834
Person 10 Shared Dispositive Power
With 22,153
11 Aggregate Amount Beneficially Owned by Each Reporting Person
352,987
12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
7.1%
14 Type of Reporting Person*
IN
Item 1: Security and Issuer.
The securities to which this Schedule 13D relate are 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. The
address of the Issuer's principal executive office is 1400 Old Country Road,
Westbury, New York 11590.
Item 2: Identity and Background.
The person filing this statement is Howard M. Lorber, a United States citizen.
Mr. Lorber's business address is 70 East Sunrise Highway, Valley Stream, New
York 11581. Mr. Lorber's principal occupation is President and Chief Operating
Officer of New Valley Corp. since November 1994. Mr. Lorber has also been
Chairman of the Board of the Issuer since 1990, Chief Executive Officer since
1993 and a director since 1987.
During the last five years, Mr. Lorber has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction the
result of which he was or is subject to a judgement, decree or final order
enjoining future violation of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
Item 3: Source or Amount of Funds or Other Consideration.
Of the 352,987 Shares beneficially owned by him, Mr. Lorber purchased 72,500
Shares with his personal funds. In connection with his employment by the Issuer,
Mr. Lorber acquired options exercisable within the next 60 days to purchase
108,334 Shares and warrants exercisable within the next 60 days to purchase
150,000 Shares.
Item 4: Purpose of the Transaction.
Of the 352,987 Shares beneficially owned by him, Mr. Lorber acquired an
aggregate 72,500 Shares in open market purchases, Mr. Lorber acquired options
exercisable within the next 60 days to purchase 108,334 and warrants exercisable
within the next 60 days to purchase 150,000 Shares in connection with his
employment by the Issuer and 22,153 Shares were acquired by Aegis Resources,
Inc. ("Aegis") in connection with distributions to Aegis as a partner of various
partnerships which owned Shares of the Issuer.
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 January 20, 1998, Mr. Lorber beneficially
owns 352,987 Shares which includes (a) options to purchase an aggregate 108,334
Shares, (b) warrants to purchase an aggregate 150,000 Shares, (c) 22,153 Shares
owned by Aegis.
(b) Mr. Lorber has sole power to dispose or direct the disposition of the
330,834 Shares beneficially owned by him. Mr. Lorber shares the power to dispose
or direct the disposition of the 22,153 Shares owned by Aegis which Mr. Lorber
may be deemed to own beneficially.
Mr. Lorber has sole power to vote or direct the vote of the 330,834 Shares
beneficially owned by him. Mr. Lorber shares the power to vote or direct the
vote of the 22,153 Shares owned by Aegis which Mr. Lorber may be deemed to own
beneficially.
(c) In the past 60 days, (i) Mr. Lorber made the following purchases in open
market transactions: 400 Shares on November 25, 1997 for $3.1875 per Share;
4,500 Shares on December 16, 1997 for $4.25 per Share; 5,000 Shares on December
19, 1997 for $4.00 per Share; 5,000 Shares on December 19, 1997 for $3.968 per
Share; 7,000 Shares on December 29, 1997 for $3.875 per Share; and 1,000 Shares
on December 30, 1997 for $3.625 per Share and (ii) Mr. Lorber acquired warrants
to purchase 37,500 Shares at an exercise price of $4.50 per Share by virtue of
the vesting of a warrant granted on November 8, 1993.
Item 6: Contracts, Arrangements, Understandings or Relationship with Respect to
Securities of the Issuer.
None.
Item 7: Exhibits.
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.
January 20, 1998
- --------------------------------------
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).