SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2 )
MIAMI SUBS CORPORATION
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
593-736-10
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(CUSIP Number)
Nancy D. Lieberman, Esq.
Blau, Kramer, Wactlar & Lieberman, P.C.
100 Jericho Quadrangle
Jericho, New York 11753
(516) 822-4820
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(Name , Address and Telephone Number of Person Authorized to Receive Notice and
Communications)
September 30, 1999
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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 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).
The undersigned hereby amends the Schedule 13D filing dated November 25,
1998 (the "Initial Filing"), as amended on January 15, 1999, with regard to the
shares of Common Stock, par value $.01 per share ( "Shares") of Miami Subs
Corporation, a corporation organized under the laws of the State of Florida.
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 consummation
on September 30, 1999 of the merger of the Issuer and Miami Acquisition
Corp.("Acquisition"), a wholly-owned subsidiary of the undersigned, pursuant to
the terms of the Agreement and Plan of Merger dated as of January 15, 1999 (the
"Merger Agreement") among Nathan's Famous, Inc. ("Nathan's"), the Issuer and
Acquisition.
Item 3: Source or Amount of Funds or Other Consideration.
The common stock of Nathan's, $.01 per share ("Nathans Common Stock") and
warrants to purchase shares of Nathans Common Stock to be issued in
consideration for Shares are to be issued by Nathan's from authorized but
unissued Nathans Common Stock and Warrants.
Item 4: Purpose of the Transaction.
On September 30, 1999, the merger of the Issuer and Acquisition (the
"Merger") was consummated in accordance with the terms of the Merger Agreement
and the Issuer became a wholly-owned subsidiary of Nathan's. In accordance with
the Merger Agreement, each shareholder of the Issuer who has not properly
exercised dissenters' rights will be entitled to receive, for each Share of the
Issuer (a) one-half of one shares of Nathans Common Stock; and (b) warrants to
acquire Nathans Common Stock at an exercise price of $6.00 per share at the rate
of one warrant for each four shares of Nathans Common Stock received by the
Issuer's shareholders. The Issuer's Shares are no longer traded on the OTC
Bulletin Board and are no longer registered under the Securities Exchange Act of
1934.
Pursuant to the Merger Agreement, Donald Perlyn, a member of the Issuer's
board of directors, will be appointed to serve as a director of Nathan's.
Item 6: Contracts, Arrangements, Understandings or Relationship with Respect to
Securities of the Issuer.
Pursuant to the Merger Agreement, Acquisition was merged with and into the
Issuer and became a wholly-owned subsidiary of Nathan's and the shareholders of
the Issuer will receive, for each Share of the Issuer: (a) one-half of one share
of Nathans Common Stock; and (b) warrants to acquire Nathans Common Stock at an
exercise price of $6.00 per share at the rate of one warrant for each four
shares of Nathans Common Stock received by the Issuer's shareholders.
Item 7: Exhibits
(99) Press release dated October 1, 1999
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.
October 6, 1999
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Date
Signature /s/ Wayne Norbitz, President
Wayne Norbitz/President and Chief Operating Officer
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Name/Title Nathan's Famous, Inc.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
FOR: NATHAN'S FAMOUS, INC.
COMPANY Ronald G. DeVos, Vice President - Finance and CFO
CONTACT: (516) 338-8500 ext. 229
FOR IMMEDIATE RELEASE
Nathan's Famous, Inc. consummates acquisition of Miami Subs
Westbury , NY, October 1, 1999-- Nathan's Famous, Inc. (NASDAQ:NATH) and
Miami Subs Corporation (formerly OTC:SUBS) announced that effective today the
merger of the companies has been completed.
The stockholders of Nathan's approved the merger with Miami Subs
Corporation and an increase in the number of authorized shares of common stock
to 30,000,000 at a special meeting held on September 28, 1999. Shareholders of
Miami Subs approved the merger at a special meeting on September 30, 1999. Each
former shareholder of Miami Subs is entitled to receive one share of Nathan's
common stock for each two shares of Miami Subs common stock and one warrant to
purchase one share of Nathan's common stock for a period of five years at an
exercise price of $6.00 for each four shares of Nathan's common stock received.
Wayne Norbitz, the President of Nathan's stated: "We are very pleased to
have successfully completed the merger with Miami Subs, which has been a
significant objective of ours. We shall seek to exploit opportunities to market
and develop each Company's concept separately and as well as in concert, through
co-branding opportunities. This merger represents a substantial step towards
realizing Nathan's growth strategy."
"We have been anxious to complete this transaction,"said Donald L. Perlyn,
President of Miami Subs. "This alliance allows us to better leverage and enhance
our management team as well as capitalize on the greater economies of scale of
the combined company. With Nathan's recently becoming the new franchisor of the
Kenny Rogers Roasters restaurant system, and Miami Subs' obtaining the
co-branding rights of Arthur Treachers Fish & Chips, we now have a company
consisting of four highly recognized brands. We are now ready to take the
necessary steps that will allow us to develop the full potential of this
exciting new Company."
Miami Subs will continue operating as a wholly owned subsidiary of
Nathan's. Currently the Miami Subs system includes 15 Company-owned units and
162 franchised units operating in 16 states, Puerto Rico, Peru, and the
Dominican Republic.
NATHAN'S REPORTS/2
The Nathan's system is currently comprised of 25 Company-owned units, 161
franchised or licensed units, and over 800 Branded Product points of
distribution, located in thirty-nine states, the District of Columbia, Israel,
Egypt, and the islands of Aruba and Jamaica, featuring Nathan's world famous
all-beef hot dogs. Additionally, Nathan's packaged products are sold within
supermarket chains and club stores .
Except for historical information contained in this news release, the matters
discussed are forward looking statements that involve risks and uncertainties.
Among the factors that could cause actual results to differ materially are the
following: the effect of business and economic conditions; the impact of
competitive products and pricing; capacity; the regulatory and trade
environment; and the risk factors reported from time to time in Nathan's and
Miami Subs' SEC reports.
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