+ SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4 )
NATHAN'S FAMOUS, INC
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
632347100
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(CUSIP Number)
Nancy D. Lieberman
Kramer, Coleman, 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)
February 3, 2005
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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.
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 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.
(Page 1 of 4 pages)
SCHEDULE 13D
CUSIP No. 632347100 Page 2 of 4 Pages
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Howard M. Lorber
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2 Check the Appropriate Box if a Member of a Group* (a)[ ]
(b)[x]
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3 SEC Use Only
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4 Source of Funds
N/A
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5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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6 Citizenship or Place of Organization
USA
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Number of Shares 7 Sole Voting Power
391,412
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Beneficially 8 Shared Voting Power
0
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Owned by Each Reporting 9 Sole Dispositive Power
351,412
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Person 10 Shared Dispositive Power
With 0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,056,412
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12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* [x]
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13 Percent of Class Represented by Amount in Row (11)
17.3%
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14 Type of Reporting Person*
IN
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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, July 23, 1999 and
June 21, 2000 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 50,000 restricted Shares in consideration of his execution
and delivery on of a new employment contract with the Issuer. Mr. Lorber's
rights to the restricted Shares will vest ratably over the five-year term of the
employment contract.
Item 4: Purpose of the Transaction.
In consideration of his execution and delivery of a new employment contract with
the Issuer, Mr. Lorber acquired 50,000 restricted Shares. Mr. Lorbers rights to
the restricted Shares will vest ratably over the five-year term of the
employment contract.
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 February 10, 2005, Mr. Lorber beneficially
owns 1,056,412 Shares which includes (a) options exercisable within 60 days to
purchase an aggregate 665,000 Shares and (b) 75,000 Shares owned by the Howard
M. Lorber Irrevocable Trust ("Trust"), as to which Mr. Lorber disclaims
beneficial ownership.
(b) Mr. Lorber has sole power to dispose or direct the disposition of 351,412
Shares beneficially owned directly by him, which amount does not include 40,000
restricted Shares beneficially owned by him the rights to which have not yet
vested. Mr. Lorber has sole power to vote or direct the vote of the 391,412
Shares beneficially owned directly by him, including the 50,000 restricted
Shares issued to him in consideration of the execution of the new employment
contract with the Issuer.
Mr. Lorber does not have the power to dispose or direct the disposition of the
75,000 Shares beneficially owned by the Trust or to vote or direct the vote of
such Shares.
(c) During the past 60 days, Mr. Lorber acquired 50,000 Shares from the Issuer
in consideration of the execution of a new employment contract with the Issuer.
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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.
February 14, 2005
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Date
/s/Howard M. Lorber
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Signature
Howard M. Lorber Chairman & CEO
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Name/Title
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
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