SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
Nathan’s
Famous, Inc.
(Name of
Issuer)
Common
Stock
(Title of
Class of Securities)
________632347100_________
(CUSIP
Number)
Peter D.
Goldstein
GAMCO
Investors, Inc.
One
Corporate Center
Rye, New
York 10580-1435
(914)
921-7732
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
______________________ June 29,
2009________________________
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box .
1
CUSIP
No. 632347100
|
1
|
Names
of reporting persons
I.R.S.
identification nos. of above persons (entities only)
Gabelli
Funds,
LLC
I.D.
No. 13-4044523
|
||
|
2
|
Check
the appropriate box if a member of a group (SEE
INSTRUCTIONS)(a)
(b)
|
||
|
3
|
Sec
use only
|
||
|
4
|
Source
of funds (SEE INSTRUCTIONS)
00-Funds
of investment advisory clients
|
||
|
5
|
Check
box if disclosure of legal proceedings is required pursuant to items 2 (d)
or 2 (e)
|
||
|
6
|
Citizenship
or place of organization
New
York
|
||
|
Number
Of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With
|
:
7
:
:
:
|
Sole
voting power
99,100 (Item
5)
|
|
|
:
8
:
:
:
|
Shared
voting power
None
|
||
|
:
9
:
:
:
|
Sole
dispositive power
99,100 (Item
5)
|
||
|
:10
:
:
:
|
Shared
dispositive power
None
|
||
|
11
|
Aggregate
amount beneficially owned by each reporting person
99,100 (Item
5)
|
||
|
12
|
Check
box if the aggregate amount in row (11) excludes certain
shares
(SEE
INSTRUCTIONS)
|
||
|
13
|
Percent
of class represented by amount in row (11)
1.77%
|
||
|
14
|
Type
of reporting person (SEE INSTRUCTIONS)
IA
|
||
2
CUSIP
No. 632347100
|
1
|
Names
of reporting persons
I.R.S.
identification nos. of above persons (entities only)
GAMCO
Asset Management Inc. I.D.
No. 13-4044521
|
||
|
2
|
Check
the appropriate box if a member of a group (SEE
INSTRUCTIONS)(a)
(b)
|
||
|
3
|
Sec
use only
|
||
|
4
|
Source
of funds (SEE INSTRUCTIONS)
00-Funds
of investment advisory clients
|
||
|
5
|
Check
box if disclosure of legal proceedings is required pursuant to items 2 (d)
or 2 (e)
|
||
|
6
|
Citizenship
or place of organization
New
York
|
||
|
Number
Of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With
|
:
7
:
:
:
|
Sole
voting power
97,000
(Item 5)
|
|
|
:
8
:
:
:
|
Shared
voting power
None
|
||
|
:
9
:
:
:
|
Sole
dispositive power
117,000
(Item 5)
|
||
|
:10
:
:
:
|
Shared
dispositive power
None
|
||
|
11
|
Aggregate
amount beneficially owned by each reporting person
117,000
(Item 5)
|
||
|
12
|
Check
box if the aggregate amount in row (11) excludes certain
shares
(SEE
INSTRUCTIONS)
|
||
|
13
|
Percent
of class represented by amount in row (11)
2.08%
|
||
|
14
|
Type
of reporting person (SEE INSTRUCTIONS)
IA,
CO
|
||
3
CUSIP
No. 632347100
|
1
|
Names
of reporting persons
I.R.S.
identification nos. of above persons (entities only)
Teton
Advisors,
Inc. I.D.
No. 13-4008049
|
||
|
2
|
Check
the appropriate box if a member of a group (SEE
INSTRUCTIONS)(a)
(b)
|
||
|
3
|
Sec
use only
|
||
|
4
|
Source
of funds (SEE INSTRUCTIONS)
00
– Funds of investment advisory clients
|
||
|
5
|
Check
box if disclosure of legal proceedings is required pursuant to items 2 (d)
or 2 (e)
|
||
|
6
|
Citizenship
or place of organization
Delaware
|
||
|
Number
Of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With
|
:
7
:
:
:
|
Sole
voting power
90,777
(Item 5)
|
|
|
:
8
:
:
:
|
Shared
voting power
None
|
||
|
:
9
:
:
:
|
Sole
dispositive power
90,777
(Item 5)
|
||
|
:10
:
:
:
|
Shared
dispositive power
None
|
||
|
11
|
Aggregate
amount beneficially owned by each reporting person
90,777
(Item 5)
|
||
|
12
|
Check
box if the aggregate amount in row (11) excludes certain
shares
(SEE
INSTRUCTIONS)
|
||
|
13
|
Percent
of class represented by amount in row (11)
1.62%
|
||
|
14
|
Type
of reporting person (SEE
INSTRUCTIONS)
IA,
CO
|
||
4
CUSIP
No. 632347100
|
1
|
Names
of reporting persons
I.R.S.
identification nos. of above persons (entities only)
GGCP,
Inc. I.D.
No. 13-3056041
|
||
|
2
|
Check
the appropriate box if a member of a group (SEE
INSTRUCTIONS)(a)
(b)
|
||
|
3
|
Sec
use only
|
||
|
4
|
Source of funds
(SEE INSTRUCTIONS)
None
|
||
|
5
|
Check
box if disclosure of legal proceedings is required pursuant to items 2 (d)
or 2 (e)
|
||
|
6
|
Citizenship
or place of organization
New
York
|
||
|
Number
Of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With
|
:
7
:
:
:
|
Sole
voting power
None (Item
5)
|
|
|
:
8
:
:
:
|
Shared
voting power
None
|
||
|
:
9
:
:
:
|
Sole
dispositive power
None (Item
5)
|
||
|
:10
:
:
:
|
Shared
dispositive power
None
|
||
|
11
|
Aggregate
amount beneficially owned by each reporting person
None (Item
5)
|
||
|
12
|
Check
box if the aggregate amount in row (11) excludes certain
shares
(SEE
INSTRUCTIONS) X
|
||
|
13
|
Percent
of class represented by amount in row (11)
0.00%
|
||
|
14
|
Type
of reporting person (SEE INSTRUCTIONS)
HC,
CO
|
||
5
CUSIP
No. 632347100
|
1
|
Names
of reporting persons
I.R.S.
identification nos. of above persons (entities only)
GAMCO
Investors,
Inc. I.D.
No. 13-4007862
|
||
|
Check
the appropriate box if a member of a group (SEE
INSTRUCTIONS)(a)
(b)
|
|||
|
3
|
Sec
use only
|
||
|
4
|
Source of funds
(SEE INSTRUCTIONS)
WC
|
||
|
5
|
Check
box if disclosure of legal proceedings is required pursuant to items 2 (d)
or 2 (e)
|
||
|
6
|
Citizenship
or place of organization
New
York
|
||
|
Number
Of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With
|
:
7
:
:
:
|
Sole
voting power
None (Item
5)
|
|
|
:
8
:
:
:
|
Shared
voting power
None
|
||
|
:
9
:
:
:
|
Sole
dispositive power
None (Item
5)
|
||
|
:10
:
:
:
|
Shared
dispositive power
None
|
||
|
11
|
Aggregate
amount beneficially owned by each reporting person
None (Item
5)
|
||
|
12
|
Check
box if the aggregate amount in row (11) excludes certain
shares
(SEE
INSTRUCTIONS) X
|
||
|
13
|
Percent
of class represented by amount in row (11)
0.00%
|
||
|
14
|
Type
of reporting person (SEE INSTRUCTIONS)
HC,
CO
|
||
6
CUSIP
No. 632347100
|
1
|
Names
of reporting persons
I.R.S.
identification nos. of above persons (entities only)
Mario
J. Gabelli
|
||
|
2
|
Check
the appropriate box if a member of a group (SEE
INSTRUCTIONS) (a)
(b)
|
||
|
3
|
Sec
use only
|
||
|
4
|
Source of funds
(SEE INSTRUCTIONS)
00
– Funds of a Private Entity
|
||
|
5
|
Check
box if disclosure of legal proceedings is required pursuant to items 2 (d)
or 2 (e)
|
||
|
6
|
Citizenship
or place of organization
USA
|
||
|
Number
Of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With
|
:
7
:
:
:
|
Sole
voting power
None (Item
5)
|
|
|
:
8
:
:
:
|
Shared
voting power
None
|
||
|
:
9
:
:
:
|
Sole
dispositive power
None (Item
5)
|
||
|
:10
:
:
:
|
Shared
dispositive power
None
|
||
|
11
|
Aggregate
amount beneficially owned by each reporting person
None (Item
5)
|
||
|
12
|
Check
box if the aggregate amount in row (11) excludes certain
shares
(SEE
INSTRUCTIONS) X
|
||
|
13
|
Percent
of class represented by amount in row (11)
0.00%
|
||
|
14
|
Type
of reporting person (SEE INSTRUCTIONS)
IN
|
||
7
Item
1. Security and
Issuer
The class of equity securities to which
this statement on Schedule 13D relates is the Common Stock of Nathan’s Famous,
Inc. (the “Issuer”), a Delaware corporation with principal offices located at
1400 Old Country Road, Westbury, New York 11590.
Item
2. Identity and
Background
This
statement is being filed by Mario J. Gabelli (“Mario Gabelli”) and various
entities which he
directly
or indirectly controls or for which he acts as chief investment
officer. These entities engage in various aspects of the securities
business, primarily as investment adviser to various institutional and
individual clients, including registered investment companies and pension plans,
and as general partner of various private investment
partnerships. Certain of these entities may also make investments for
their own accounts.
The foregoing persons in the aggregate
often own beneficially more than 5% of a class of a particular
issuer. Although several of the foregoing persons are treated as
institutional investors for purposes of reporting their beneficial ownership on
the short-form Schedule 13G, the holdings of those who do not qualify as
institutional investors may exceed the 1% threshold presented for filing on
Schedule 13G or implementation of their investment philosophy may from time to
time require action which could be viewed as not completely
passive. In order to avoid any question as to whether their
beneficial ownership is being reported on the proper form and in order to
provide greater investment flexibility and administrative uniformity, these
persons have decided to file their beneficial ownership reports on the more
detailed Schedule 13D form rather than on the short-form Schedule 13G and
thereby to provide more expansive disclosure than may be necessary.
(a), (b) and (c) - This statement is
being filed by one or more of the following persons: GGCP,
Inc. (“GGCP”), GAMCO Investors, Inc. (“GBL”), Gabelli Funds, LLC
(“Gabelli Funds”), GAMCO Asset Management Inc. (“GAMCO”), Teton Advisors, Inc.
(“Teton Advisors”), Gabelli Securities, Inc. (“GSI”), Gabelli & Company,
Inc. (“Gabelli & Company”), MJG Associates, Inc. (“MJG Associates”), Gabelli
Foundation, Inc. (“Foundation”), MJG-IV Limited Partnership (“MJG-IV”), and
Mario Gabelli. Those of the foregoing persons signing this Schedule
13D are hereafter referred to as the “Reporting Persons”.
GGCP makes investments for its own
account and is the controlling shareholder of GBL. GBL, a public
company listed on the New York Stock Exchange, is the parent company for a
variety of companies engaged in the securities business, including those named
below.
GAMCO, a wholly-owned subsidiary of
GBL, is an investment adviser registered under the Investment Advisers Act of
1940, as amended (“Advisers Act”). GAMCO is an investment manager
providing discretionary managed account services for employee benefit plans,
private investors, endowments, foundations and others.
GSI, a majority-owned subsidiary of
GBL, is an investment adviser registered under the Advisers Act and serves as a
general partner or investment manager to limited partnerships and offshore
investment companies. As a part of its business, GSI may purchase or
sell securities for its own account. It is the immediate parent of
Gabelli & Company. GSI is the general partner or investment manager of a
number of funds or partnerships, including Gabelli Associates Fund, Gabelli
Associates Fund II, Gabelli Associates Limited, ALCE Partners, L.P., and Gabelli
Multimedia Partners, L.P. GSI and Marc Gabelli own 45% and 55%,
respectively, of Gabelli Securities International Limited (“GSIL”). GSIL
provides investment advisory services to offshore funds and
accounts. GSIL is an investment advisor of Gabelli
International Gold Fund Limited, Gabelli European Partners, Ltd., and Gabelli
Global Partners, Ltd.
Gabelli & Company, a wholly-owned
subsidiary of GSI, is a broker-dealer registered under the Securities Exchange
Act of 1934, as amended (“1934 Act”), which as a part of its business regularly
purchases and sells securities for its own account.
Gabelli Funds, a wholly owned
subsidiary of GBL, is a limited liability company. Gabelli Funds is an
investment adviser registered under the Advisers Act which presently provides
discretionary managed account services for The Gabelli Equity Trust Inc., The
Gabelli Asset Fund, The GAMCO Growth Fund, The Gabelli Convertible and Income
Securities Fund Inc., The Gabelli Value Fund Inc., The Gabelli Small Cap Growth
Fund, The Gabelli Equity Income Fund, The Gabelli ABC Fund, The GAMCO Global
Telecommunications Fund, GAMCO Gold Fund, Inc., The Gabelli Global Multimedia
Trust Inc., The GAMCO Global Convertible Securities Fund, Gabelli Capital Asset
Fund, GAMCO International Growth Fund, Inc., The GAMCO Global Growth Fund, The
Gabelli Utility Trust, The GAMCO Global Opportunity Fund, The Gabelli Utilities
Fund, The Gabelli Blue Chip Value Fund, The GAMCO Mathers Fund, The Gabelli
Woodland Small Cap Value Fund, The Comstock Capital Value Fund, The Gabelli
Dividend and Income Trust, The Gabelli Global Utility & Income Trust, The
Gabelli Global Gold, Natural Resources, & Income Trust, The Gabelli Global
Deal Fund, Gabelli Enterprise M&A Fund, The Gabelli SRI Green Fund, Inc. and
The Gabelli Healthcare & Wellness Rx Trust (collectively, the “Funds”),
which are registered investment companies.
Teton Advisors, an investment adviser
registered under the Advisers Act, provides discretionary advisory services to
The GAMCO Westwood Mighty Mitessm Fund,
The GAMCO Westwood Income Fund and The GAMCO Westwood SmallCap Equity
Fund.
MJG Associates provides advisory
services to private investment partnerships and offshore funds. Mario
Gabelli is the sole shareholder, director and employee of MJG
Associates. MJG Associates is the Investment Manager of Gabelli
International Limited, Gabelli International II Limited and Gabelli Fund,
LDC. Mario J. Gabelli is the general partner of Gabelli Performance
Partnership, LP.
The
Foundation is a private foundation. Mario Gabelli is the Chairman, a
Trustee and the
Investment
Manager of the Foundation. Elisa M. Wilson is the President of the
Foundation.
Mario Gabelli is the majority
stockholder, Chief Executive Officer and a director of GGCP and Chairman and
Chief Executive Officer of GBL. Mario Gabelli is also deemed to be
the controlling shareholder of Teton through his control of GGCP and
MJG-IV.
The Reporting Persons do not admit that
they constitute a group.
GBL, GAMCO, and Gabelli & Company
are New York corporations and GSI and Teton Advisors are Delaware corporations,
each having its principal business office at One Corporate Center, Rye, New York
10580. GGCP is a New York corporation having its principal business office at
140 Greenwich Avenue, Greenwich, CT 06830. Gabelli Funds is a New York limited
liability company having its principal business office at One Corporate Center,
Rye, New York 10580. MJG Associates is a Connecticut corporation
having its principal business office at 140 Greenwich Avenue, Greenwich, CT
06830. The Foundation is a Nevada corporation having its principal
offices at 165 West Liberty Street, Reno, Nevada 89501.
For information required by instruction
C to Schedule 13D with respect to the executive officers and directors of the
foregoing entities and other related persons (collectively, “Covered Persons”),
reference is made to Schedule I annexed hereto and incorporated herein by
reference.
(e) - On April 24, 2008, Gabelli
Funds settled an administrative proceeding with the Securities and
Exchange Commission (“Commission”) regarding frequent trading in shares of
a mutual fund it advises, without admitting or denying the findings or
allegations of the Commission. The inquiry involved Gabelli Funds’
treatment of one investor who had engaged in frequent trading in one fund (the
prospectus of which did not at that time impose limits on frequent trading), and
who had subsequently made an investment in a hedge fund managed by an affiliate
of Gabelli Funds. The investor was banned from the fund in August
2002, only after certain other investors were banned. The principal
terms of the settlement include an administrative cease and desist order from
violating Section 206(2) of the Investment Advisers Act of 1940, Section 17(d)
of the Investment Company Act of 1940 (“Company Act”), and Rule 17d-1
thereunder, and Section 12(d)(1)(B)(1) of the Company Act, and the payment of
$11 million in disgorgement and prejudgment interest and $5 million in
a civil monetary penalty. Gabelli Funds was also required to retain
an independent distribution consultant to develop a plan and oversee
distribution to shareholders of the monies paid to the Commission, and to make
certain other undertakings.
In
September 2008, Gabelli Funds reached agreement in principle with the staff of
the Commission, subject to Commission approval, on a previously disclosed matter
that had been ongoing for several years involving compliance with Section 19(a)
of the Investment Company Act of 1940 and Rule 19a-1 thereunder by two
closed-end funds. The agreement was finalized with the Commission on
January 12, 2009. The provisions of Section 19(a) and Rule 19a-1 require
registered investment companies, when making a distribution in the nature of a
dividend from sources other than net investment income, to contemporaneously
provide written statements to shareholders that adequately disclose the source
or sources of such distribution. While the two funds sent annual
statements and provided other materials containing this information, the
shareholders did not receive the notices required by Rule 19a-1 with any of the
distributions that were made for 2002 and 2003. Gabelli Funds
believes that the funds have been in compliance with Section 19(a) and Rule
19a-1 since the beginning of 2004. As part of the settlement, in
which Gabelli Funds neither admits nor denies the findings by the Commission,
Gabelli Funds agreed to pay a civil monetary penalty of $450,000 and to cease
and desist from causing violations of Section 19(a) and Rule
19a-1. In connection with the settlement, the Commission noted the
remedial actions previously undertaken by Gabelli Funds.
(f)
- - Reference is made to Schedule I hereto.
Item
3. Source and Amount of Funds
or Other Consideration
The
Reporting Persons used an aggregate of approximately $4,102,652 to purchase the
Securities reported as beneficially owned in Item 5. GAMCO and Gabelli Funds
used approximately $1,714,725 and $1,315,769, respectively, of funds that were
provided through the accounts of certain of their investment advisory clients
(and, in the case of some of such accounts at GAMCO, may be through borrowings
from client margin accounts) in order to purchase the Securities for such
clients. Teton Advisors used approximately $1,072,158 of funds of investment
advisory clients to purchase the Securities reported by it.
Item
4. Purpose of
Transaction
Each of the Reporting Persons has
purchased and holds the Securities reported by it for investment for one or more
accounts over which it has shared, sole, or both investment and/or voting power,
for its own account, or both.
The Reporting Persons are engaged in
the business of securities analysis and investment and pursue an investment
philosophy of identifying undervalued situations. In pursuing this
investment philosophy, the Reporting Persons analyze the operations, capital
structure and markets of companies in which they invest, including the Issuer,
on a continuous basis through analysis of documentation and discussions with
knowledgeable industry and market observers and with representatives of such
companies (often at the invitation of management). The Reporting
Persons do not believe they possess material inside information concerning the
Issuer. As a result of these analytical activities one or more of the
Reporting Persons may issue analysts reports, participate in interviews or hold
discussions with third parties or with management in which the Reporting Person
may suggest or take a position with respect to potential changes in the
operations, management or capital structure of such companies as a means of
enhancing shareholder values. Such suggestions or positions may
relate to one or more of the transactions specified in clauses (a) through (j)
of Item 4 of Schedule 13D including, without limitation, such matters as
disposing of one or more businesses, selling the company or acquiring another
company or business, changing operating or marketing strategies, adopting or not
adopting, certain types of anti-takeover measures and restructuring the
company’s capitalization or dividend policy.
Each of the Reporting Persons intends
to adhere to the foregoing investment philosophy with respect to the
Issuer. However, none of the Reporting Persons intends to seek
control of the Issuer or participate in the management of the Issuer, and any
Reporting Person that is registered as an investment company under the 1940 Act
will participate in such a transaction only following receipt of an exemption
from the SEC under Rule 17d-1 under the 1940 Act, if required, and in accordance
with other applicable law. In pursuing this investment philosophy,
each Reporting Person will continuously assess the Issuer’s business, financial
condition, results of operations and prospects, general economic conditions, the
securities markets in general and those for the Issuer’s securities in
particular, other developments and other investment opportunities, as well as
the investment objectives and diversification requirements of its shareholders
or clients and its fiduciary duties to such shareholders or
clients. Depending on such assessments, one or more of the Reporting
Persons may acquire additional Securities or may determine to sell or otherwise
dispose of all or some of its holdings of Securities. Although the
Reporting Persons share the same basic investment philosophy and although most
portfolio decisions are made by or under the supervision of Mario Gabelli, the
investment objectives and diversification requirements of various clients differ
from those of other clients so that one or more Reporting Persons may be
acquiring Securities while others are disposing of Securities.
With respect to voting of the
Securities, the Reporting Persons have adopted general voting policies relating
to voting on specified issues affecting corporate governance and shareholder
values. Under these policies, the Reporting Persons generally vote
all securities over which they have voting power in favor of cumulative voting,
financially reasonable golden parachutes, one share one vote, management cash
incentives and pre-emptive rights and against greenmail, poison pills,
supermajority voting, blank check preferred stock and super-dilutive stock
options. Exceptions may be made when management otherwise
demonstrates superior sensitivity to the needs of shareholders. In
the event that the aggregate voting position of all joint filers shall exceed
25% of the total voting position of the issuer then the proxy voting committees
of each of the Funds shall vote their Fund’s shares independently.
Each of the Covered Persons who is not
a Reporting Person has purchased the Securities reported herein as beneficially
owned by him for investment for his own account or that of one or more members
of his immediate family. Each such person may acquire additional
Securities or dispose of some or all of the Securities reported herein with
respect to him.
Other than as described above, none of
the Reporting Persons and none of the Covered Persons who is not a Reporting
Person has any present plans or proposals which relate to or would result in any
transaction, change or event specified in clauses (a) through (j) of Item 4 of
Schedule 13D.
Item
5. Interest In Securities Of
The Issuer
(a) The
aggregate number of Securities to which this Schedule 13D relates is 306,877
shares, representing 5.47% of the 5,611,877 shares outstanding as reported in
the Issuer’s most recent Form 10-K for the fiscal year ended March 29,
2009. The Reporting Persons beneficially own those Securities as
follows:
|
Name
|
Shares
of
Common Stock
|
%
of Class of
Common
|
|
GAMCO
|
117,000
|
2.08%
|
|
Gabelli
Funds
Teton
Advisors
|
99,100
90,777
|
1.77%
1.62%
|
Mario Gabelli is deemed to have
beneficial ownership of the Securities owned beneficially by each of the
foregoing persons. GSI is deemed to have beneficial ownership of the
Securities owned beneficially by Gabelli & Company. GBL and GGCP
are deemed to have beneficial ownership of the Securities owned beneficially by
each of the foregoing persons other than Mario Gabelli and the
Foundation.
(b) Each
of the Reporting Persons and Covered Persons has the sole power to vote or
direct the vote and sole power to dispose or to direct the disposition of the
Securities reported for it, either for its own benefit or for the benefit of its
investment clients or its partners, as the case may be, except that (i) GAMCO
does not have authority to vote 20,000 of the reported shares, (ii) Gabelli
Funds has sole dispositive and voting power with respect to the shares of the
Issuer held by the Funds so long as the aggregate voting interest of all joint
filers does not exceed 25% of their total voting interest in the Issuer and, in
that event, the Proxy Voting Committee of each Fund shall respectively vote that
Fund’s shares, (iii) at any time, the Proxy Voting Committee of each such Fund
may take and exercise in its sole discretion the entire voting power with
respect to the shares held by such fund under special circumstances
such as regulatory considerations, and (iv) the power of Mario Gabelli, GBL, and
GGCP is indirect with respect to Securities beneficially owned directly by other
Reporting Persons.
(c) Information with respect to all
transactions in the Securities which were effected during the past sixty days or
since the most recent filing on Schedule 13D, whichever is less, by each of the
Reporting Persons and Covered Persons is set forth on Schedule II annexed hereto
and incorporated herein by reference.
(d) The investment advisory clients of,
or partnerships managed by, GAMCO, Gabelli Funds, Teton Advisors and MJG
Associates have the sole right to receive and, subject to the notice, withdrawal
and/or termination provisions of such advisory contracts and partnership
arrangements, the sole power to direct the receipt of dividends from, and the
proceeds of sale of, any of the Securities beneficially owned by such Reporting
Persons on behalf of such clients or partnerships. Except as noted,
no such client or partnership has an interest by virtue of such relationship
that relates to more than 5% of the Securities.
(e) Not
applicable.
Item
6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the
Issuer
The powers of disposition and voting of
Gabelli Funds, Teton Advisers, GAMCO, GSI and MJG Associates with respect to
Securities owned beneficially by them on behalf of their investment advisory
clients, and of MJG Associates and GSI with respect to Securities owned
beneficially by them on behalf of the partnerships which they directly or
indirectly manage, are held pursuant to written agreements with such clients,
partnerships and funds.
Item
7. Material to be Filed as an
Exhibit
The following Exhibit A is attached
hereto. The following Exhibit B is incorporated by reference to
Exhibit A in the Amendment No. 2 to Schedule 13D of the Reporting Persons with
respect to Lifecore Biomedical, Inc.
|
Exhibit
A:
|
Joint
Filing Agreement
|
|
Exhibit
B:
|
Powers
of Attorney to Peter D. Goldstein, Christopher J. Michailoff, and Douglas
R. Jamieson from Mario J. Gabelli
|
8
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.
Dated: July
9, 2009
MARIO J. GABELLI
GGCP, INC.
TETON ADVISORS, INC.
GABELLI FUNDS, LLC
GAMCO
ASSET MANAGEMENT INC
GAMCO INVESTORS, INC.
By:/s/ Douglas R.
Jamieson
Douglas
R. Jamieson
Attorney-in-Fact
for Mario J. Gabelli
Director
– GGCP, Inc.
President & Chief Operating Officer of the sole
member of
Gabelli
Funds, LLC.
President – GAMCO Asset Management Inc.
Director
– Teton Advisors, Inc.
President
& Chief Operating Officer – GAMCO Investors, Inc.
9
Schedule
I
Information
with Respect to Executive
Officers and
Directors of the Undersigned
Schedule
I to Schedule 13D is amended, in pertinent part, as follows:
|
The
following sets forth as to each of the executive officers and directors of
the undersigned: his name; his business address; his present principal
occupation or employment and the name, principal business and address of
any corporation or other organization in which such employment is
conducted. Unless otherwise specified, the principal employer
of each such individual is GAMCO Asset Management Inc., Gabelli Funds,
LLC, Gabelli Securities, Inc., Gabelli & Company, Inc., Teton
Advisors, Inc., or GAMCO Investors, Inc., the business address of each of
which is One Corporate Center, Rye, New York 10580, and each such
individual identified below is a citizen of the United
States. To the knowledge of the undersigned, during the last
five years, no such person has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), and no such person
was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities law or finding any violation with respect to such laws except
as reported in Item 2(d) of this Schedule
13D.
|
10
|
GGCP, Inc.
Directors:
|
||
|
Vincent J. Amabile
Mario
J. Gabelli
|
Business
Consultant
Chief
Executive Officer of GGCP, Inc., and Chairman & Chief Executive
Officer of GAMCO Investors, Inc.; Director/Trustee of all registered
investment companies advised by Gabelli Funds, LLC.
|
|
|
Marc J. Gabelli
|
Chairman
of The LGL Group, Inc.
|
|
|
Matthew R. Gabelli
|
Vice
President – Trading
Gabelli
& Company, Inc.
One
Corporate Center
Rye,
New York 10580
|
|
|
Charles C. Baum
Douglas
R. Jamieson
|
Secretary
& Treasurer
United
Holdings Co., Inc.
2545
Wilkens Avenue
Baltimore,
MD 21223
See
below
|
|
|
Joseph
R. Rindler, Jr.
|
Account
Executive for GAMCO Asset Management Inc.
|
|
|
Fredric
V. Salerno
|
Chairman;
Former Vice Chairman and Chief Financial Officer
Verizon
Communications
|
|
|
Vincent
Capurso
|
Vice
President Taxes, Barnes & Noble, Inc.
|
|
|
Vincent
S. Tese
|
Former
Director GAMCO Investors, Inc.
|
|
|
Michael
Gabelli
John
Gabelli
|
Director
Director
|
|
|
Officers:
|
||
|
Mario J. Gabelli
|
Chief
Executive Officer and Chief Investment Officer
|
|
|
Michael G. Chieco
|
Chief
Financial Officer, Secretary
|
|
|
Silvio
A. Berni
|
Vice
President, Assistant Secretary
|
|
|
GAMCO Investors, Inc.
Directors:
|
||
|
Edwin
L. Artzt
Raymond
C. Avansino
Richard
L. Bready
|
Former
Chairman and Chief Executive Officer
Procter
& Gamble Company
900
Adams Crossing
Cincinnati,
OH 45202
Chairman
& Chief Executive Officer
E.L.
Wiegand Foundation
Reno,
NV 89501
Chairman
and Chief Executive Officer
Nortek,
Inc.
50
Kennedy Plaza
Providence,
RI 02903
|
|
|
Mario J. Gabelli
Elisa
M. Wilson
|
See
above
Director
|
|
|
Eugene
R. McGrath
|
Former
Chairman and Chief Executive Officer
Consolidated
Edison, Inc.
|
|
|
Robert
S. Prather
|
President
& Chief Operating Officer
Gray
Television, Inc.
4370
Peachtree Road, NE
Atlanta,
GA 30319
|
|
|
Officers:
|
||
|
Mario J. Gabelli
|
Chairman
and Chief Executive Officer
|
|
|
Douglas
R. Jamieson
Henry
G. Van der Eb
Bruce
N. Alpert
Agnes
Mullady
Jeffrey
M. Farber
Christopher
Michailoff
|
President
and Chief Operating Officer
Senior
Vice President
Senior
Vice President
Senior
Vice President
Executive
Vice President and Chief Financial Officer
Acting
Secretary
|
|
|
GAMCO Asset Management Inc.
Directors:
|
||
|
Douglas R. Jamieson
Regina M. Pitaro
William S. Selby
|
||
|
Officers:
|
||
|
Mario J. Gabelli
|
Chief
Investment Officer – Value Portfolios
|
|
|
Douglas R. Jamieson
Jeffrey
M. Farber
Christopher
J. Michailoff
|
President
Chief
Financial Officer
General
Counsel and Secretary
|
|
|
Gabelli Funds, LLC
Officers:
|
||
|
Mario J. Gabelli
|
Chief
Investment Officer – Value Portfolios
|
|
|
Bruce N. Alpert
|
Executive
Vice President and Chief Operating Officer
|
|
|
Agnes
Mullady
|
Vice
President and President Closed-End Fund Division
|
|
|
Teton Advisors, Inc.
Directors:
|
||
|
Bruce N. Alpert
Douglas
R. Jamieson
Nicholas
F. Galluccio
Alfred
W. Fiore
Edward
T. Tokar
Howard
F. Ward
|
Chairman
See
above
Chief
Executive Officer and President
1270
Avenue of the Americas
20th
Floor
New
York, NY 10020
Beacon
Trust
Senior
Managing Director
333
Main Street
Madison,
NJ 07940
Portfolio
Manager
GAMCO
Investors, Inc.
One
Corporate Center
Rye,
NY 10580
|
|
|
Officers:
|
||
|
Bruce N. Alpert
Nicholas
F. Galluccio
Jeffrey
M. Farber
|
See
above
See
above
Chief
Financial Officer
|
|
|
Gabelli Securities, Inc.
|
||
|
Directors:
|
||
|
Robert W. Blake
|
President
of W. R. Blake & Sons, Inc.
196-20
Northern Boulevard
Flushing,
NY 11358
|
|
|
Douglas G. DeVivo
|
General
Partner of ALCE Partners, L.P.
One
First Street, Suite 16
Los
Altos, CA 94022
|
|
|
Douglas
R. Jamieson
|
President
|
|
|
Officers:
|
|
|
Douglas R. Jamieson
Christopher
J. Michailoff
Jeffrey
M. Farber
|
See
above
Secretary
Chief
Financial Officer
|
|
Gabelli & Company, Inc.
Directors:
|
|
|
James G. Webster,
III
|
Chairman
& Interim President
|
|
Irene Smolicz
|
Senior
Trader
Gabelli
& Company, Inc.
|
|
Officers:
|
|
|
James G. Webster,
III
|
See
Above
|
|
Bruce N. Alpert
Diane
M. LaPointe
Douglas
R. Jamieson
|
Vice
President - Mutual Funds
Treasurer
Secretary
|
|
Gabelli Foundation, Inc.
Officers:
|
|
|
Mario
J. Gabelli
|
Chairman,
Trustee & Chief Investment Officer
|
|
Elisa
M. Wilson
|
President
|
|
MJG-IV Limited Partnership
Officers:
|
|
|
Mario
J. Gabelli
|
General
Partner
|
11
|
SCHEDULE
II
|
|||||||||
|
INFORMATION
WITH RESPECT TO
|
|||||||||
|
TRANSACTIONS
EFFECTED DURING THE PAST SIXTY DAYS OR
|
|||||||||
|
SINCE
THE MOST RECENT FILING ON SCHEDULE 13D (1)
|
|||||||||
|
SHARES
PURCHASED AVERAGE
|
|||||||||
|
DATE SOLD(-) PRICE(2)
|
|||||||||
|
COMMON
STOCK-NATHANS FAMOUS INC
|
|||||||||
|
GAMCO
ASSET MANAGEMENT INC.
|
|||||||||
|
6/29/09 2,100 13.4586
|
|||||||||
|
6/16/09 5,200 13.8962
|
|||||||||
|
6/15/09 2,800 13.9813
|
|||||||||
|
TETON
ADVISORS, INC.
|
|||||||||
|
6/29/09 30,000 13.2347
|
|||||||||
|
6/23/09 777
13.0500
|
|||||||||
|
6/22/09 2,100 13.2581
|
|||||||||
|
6/19/09 2,100 13.5571
|
|||||||||
|
6/18/09 500
13.6300
|
|||||||||
|
6/17/09 4,500 13.7700
|
|||||||||
|
6/11/09 800
13.9237
|
|||||||||
|
GABELLI
FUNDS, LLC.
|
|||||||||
|
GABELLI
SMALL CAP GROWTH FUND
|
|||||||||
|
6/26/09 100
12.5700
|
|||||||||
|
6/17/09 2,300 13.9065
|
|||||||||
|
6/10/09 2,200 13.7689
|
|||||||||
|
6/03/09 300
12.8700
|
|||||||||
|
6/02/09 200
12.6850
|
|||||||||
|
6/01/09 4,200 12.8300
|
|||||||||
|
5/29/09 3,200 12.6727
|
|||||||||
|
(1)
UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE
EFFECTED
|
|||||||||
|
ON
THE NASDAQ GLOBAL MARKET.
|
|||||||||
|
(2)
PRICE EXCLUDES COMMISSION.
|
|||||||||
12
Exhibit
A
JOINT FILING
AGREEMENT
In accordance with Rule 13d-1(f) under
the securities Exchange Act of 1934, as amended, the undersigned hereby agree to
the joint filing with all other Reporting Entities (as such term is defined in
the Schedule 13D referred to below) on behalf of each of them of a statement on
Schedule 13D (including amendments thereto) with respect to the Common Stock of
Nathan’s Famous, Inc., and that this Agreement be included as an Exhibit to such
joint filing. This Agreement may be executed in any number of
counterparts all of which taken together shall constitute one and the same
instrument.
IN
WITNESS WHEREOF, the undersigned hereby execute this Agreement this July 9,
2009.
|
MARIO
J. GABELLI
GGCP,
INC.
MJG
ASSOCIATES, INC.
GABELLI
FOUNDATION, INC.
LICT
CORPORATION
GABELLI
FUNDS, LLC
TETON
ADVISORS, INC.
GAMCO
ASSET MANAGEMENT INC.
GAMCO
INVESTORS, INC.
GABELLI
SECURITIES, INC.
GABELLI
& COMPANY, INC.
By:/s/ Douglas R.
Jamieson
Douglas
R. Jamieson
Attorney-in-Fact
for Mario J. Gabelli & MJG Associates, Inc.
President,
Gabelli Securities, Inc.
Director
– GGCP, Inc.
Director
– Teton Advisors, Inc.
President
& Chief Operating Officer of the sole member of
Gabelli
Funds, LLC.
President
– GAMCO Asset Management Inc.
President
& Chief Operating Officer – GAMCO Investors, Inc.
Secretary
– Gabelli & Company, Inc.
|
13