Benihana Announces Results of Shareholder Vote

Board Reaffirms Commitment to Reclassification Proposal; Intends to Present Proposal to Shareholders Again in Near Future

Benihana Inc. (NASDAQ: BNHN; BNHNA) announced the preliminary results of today's Special Meeting for stockholders to consider the proposal to simplify the Company's capital structure by reclassifying each share of Class A Common Stock into one share of Common Stock. The Company said that it received the overwhelming support of stockholders voting at the meeting who were not affiliated with the Company's largest stockholder, Benihana of Tokyo (BOT). Excluding BOT votes, Georgeson, the Company's proxy solicitor, believes that approximately 82% of votes cast by holders of Common Stock voted in favor of the reclassification proposal. Although the majority of votes cast at the meeting were strongly in favor of the proposal, as a result of BOT's large voting block, the Company expects that by a small margin of approximately 275,000 shares of Common Stock the proposal did not receive the required approval by a majority of the outstanding shares of Common Stock. All other classes of stock voted a majority of shares outstanding in favor of the proposal (The reclassification proposal requires the higher burden of not just a majority of shares voting, but a majority of all outstanding shares of Common Stock).

In view of the Board of Directors' continued belief that the reclassification proposal is in the best interest of all Benihana stockholders, the Company also today stated that, if the final vote confirms that the reclassification proposal was not approved at today's Special Meeting, it intends to present the proposal to stockholders as soon as possible. Benihana will re-file an S-4 Registration Statement to enable stockholders to vote again on the reclassification proposal. In conjunction with that vote, the Company said that it has been informed by BFC Financial Corporation that it intends to convert additional shares of its Series B Preferred Stock into Common Stock prior to the new record date to help obtain shareholder approval.

Richard C. Stockinger, Benihana Inc.'s Chairman, Chief Executive Officer, and President, commented, "We are pleased by the strong support our proposal received from independent stockholders. We believe this overwhelming endorsement demonstrates that both major institutional investors and retail shareholders understand the advantages they will derive from the reclassification. We believe the preliminary result reflected the role played by a single, large shareholder in shaping the result of the vote, as well as the potential confusion we believe some retail stockholders may have experienced as a result of that shareholder's name being so close to the Company's name. Therefore if the final vote confirms our preliminary results, and in light of BFC's stated intention to convert a portion of its preferred stock holdings into Common Stock and vote such shares in favor of the proposal, it is appropriate to give our stockholders another opportunity to demonstrate their support for this proposal as soon as practicable. If all shareholders who supported the proposal vote in favor again at the new upcoming special meeting, then the Company expects to prevail."

About Benihana

Headquartered in Miami, Benihana Inc. (NASDAQ GS: BNHN, BNHNA) is the nation's leading operator of Japanese theme and sushi restaurants with 96 restaurants nationwide, including 63 Benihana restaurants, eight Haru sushi restaurants and 25 RA Sushi restaurants. In addition, 18 franchised Benihana restaurants are operating in the United States, Latin America and the Caribbean.


Logos, product and company names mentioned are the property of their respective owners.

Reader Comments:

Be the first to leave a comment for this article

Tweet