SEC Filing | Nathan's Famous, Inc.

View:

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. 4)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)

September 30, 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 5 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 ("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).

CUSIP No. 632347100 13D Page 2 of 5 Pages
--------------------- --- ----- -----

- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

Kenneth S. Hackel
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /

- --------------------------------------------------------------------------------
3 . SEC USE ONLY

- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
See Item 3

- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /

- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States

- --------------------------------------------------------------------------------
7. SOLE VOTING POWER 688,200
NUMBER OF

SHARES ------------------------------------------------------

BENEFICIALLY 8. SHARED VOTING POWER 0

OWNED BY EACH ------------------------------------------------------

REPORTING 9. SOLE DISPOSITIVE POWER 688,200

PERSON WITH ------------------------------------------------------

10. SHARED DISPOSITIVE POWER 0

- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
688,200

- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /

- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%

- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN

- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 632347100 13D Page 3 of 5 Pages
--------------------- --- ----- -----

Item 1 Security and Issuer

This Amendment No. 4 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 July, August and September 1999, the Reporting Person paid an
aggregate of $387,743.75, net of commissions and fees, for 123,000 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.

On September 30, 1999, the Company consummated a merger with Miami
Subs, Inc. ("Miami Subs") pursuant to which the Company issued one share of
Common Stock for every two shares of common stock of Miami Subs and warrants to
purchase one share of Common Stock at a price of $6.00 per share, expiring
September 30, 2004 (the "Warrants"), for each four shares of Common Stock which
Nathan's issued. The Reporting Person held 151,201 shares of common stock of
Miami Subs for which he received 75,600 shares of Common Stock and Warrants
to purchase [18,900] shares of Common Stock.

Item 4 Purpose of Transaction

The information in Item 4 has not changed:

Item 5 Interest in Securities of the Issuer

The Reporting Person owns 688,200 shares, or 9.8%, 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: 688,200
(ii) shared power to vote or direct the vote: 0
(iii) sole power to dispose or direct the disposition of: 688,200
(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
- ---- ----------- - ---------------- ---------------

7/19/99 Purchase 7,000 3.500
8/5/99 Purchase 25,000 3.375
8/30/99 Purchase 500 3.375
9/24/99 Purchase 400 3.125
9/28/99 Purchase 50,000 3.0625
9/29/99 Purchase 40,100 3.0625
9/30/99 Acquisition by merger 75,600
9/30/99 Acquisition by merger Warrants to purchase 18,900

CUSIP No. 632347100 13D Page 4 of 5 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.

CUSIP No. 632347100 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: October 15, 1999

/s/ Kenneth S. Hackel
--------------------------------
Kenneth S. Hackel