SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3 )
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)
June 21, 2000
(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).
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:
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: 769,846
8 Beneficially
Shared Voting Power: 0
9 Owned by Each Reporting
Sole Dispositive Power: 769,846
10. Person With
Shared Dispositive Power 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person: 819,846
12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* [x]
13 Percent of Class Represented by Amount in Row (11): 10.8%
14 Type of Reporting Person*: IN
Item 1: Security and Issuer.
The undersigned hereby amends the Schedule 13D filing dated January 27, 1997,
(the "Initial Filing") as amended on each of July 8, 1999 and July 23, 1999 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 beneficial ownership of additional Shares.
Item 3: Source and Amount of Funds or Other Consideration.
Mr. Lorber acquired 25,000 Shares in consideration of his execution and delivery
on June 21, 2000 of a new employment contract with the Issuer. The Howard M.
Lorber Irrevocable Trust 1986 (the "Trust") acquired 50,000 Shares in a private
transaction at a price of $2 7/8 per share using its own funds.
Item 4: Purpose of the Transaction.
In consideration of his execution and delivery of a new employment contract with
the Issuer, Mr. Lorber acquired 25,000 Shares. In addition, on June 20, 2000,
the Trust purchased 50,000 Shares in a private transaction at a price of $2 7/8
per share.
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 June 20, 2000, Mr. Lorber beneficially owns
819,846 Shares which includes (a) options exercisable within 60 days to purchase
an aggregate 208,334 Shares, (b) warrants exercisable within 60 days to purchase
an aggregate 300,000 Shares and (c) 50,000 Shares owned by the Trust, as to
which Mr. Lorber disclaims beneficial ownership.
(b) Mr. Lorber has sole power to dispose or direct the disposition of the
769,846 Shares beneficially owned directly by him. Mr. Lorber has sole power to
vote or direct the vote of the 769,846 Shares beneficially owned directly by
him.
Mr. Lorber does not have the power to dispose or direct the disposition of the
50,000 Shares beneficially owned by the Trust or to vote or direct the vote of
such Shares.
(c) During the past 60 days, (i) Mr. Lorber acquired 25,000 Shares from the
Issuer in cosideration of the execution of a new employment contract between the
Issuer and him and (ii) the Trust acquired 50,000 Shares in a private
transaction for a price of $2 7/8 per share.
(d) The Trust has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of the Shares owned by it.
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.
June 30, 2000
- --------------------------------------------
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).