MIAMI, Sept. 12, 2011 /PRNewswire/ -- Benihana Inc.
(NASDAQ: BNHN; BNHNA), operator of the nation's largest chain of
Japanese theme and sushi restaurants, 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).
(Logo:
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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. To learn more about Benihana Inc.
and its three restaurant concepts, please view the corporate video
at www.benihana.com/about/video.
In connection with the proposed resubmission of the
reclassification to the Company's stockholders, the Company will
file a registration statement with the Securities and Exchange
Commission. The Company's stockholders are encouraged to
read the registration statement and any other relevant documents
filed with the SEC, including the proxy statement/prospectus that
will be part of the registration statement, because they will
contain important information. The final proxy
statement/prospectus will be mailed to the Company's stockholders.
Investors will be able to obtain a free copy of the documents
filed with the SEC by the Company at the SEC's website
http://www.sec.gov. In addition, investors will be able to
obtain a free copy of the relevant documents filed by the Company
online at the Investor Relations section of www.benihana.com/about.
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy securities, nor shall there be any
sale of securities in any jurisdiction in which such solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of such jurisdiction.
The Company and its directors, executive officers and other
members of management and employees may be deemed, under SEC rules,
to be participants in the solicitation of proxies from the
stockholders of the Company in respect of the reclassification
proposal. Information regarding the interests, if any, of
such potential participants will be available in the registration
statement and proxy statement/prospectus and the other relevant
documents filed with the SEC when they become available.
Safe Harbor Statement
Except for the historical matters contained herein, statements
in this press release are forward-looking and are made pursuant to
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Investors are cautioned that forward-looking
statements involve risks and uncertainties that may affect the
business and prospects of the Benihana, including, without
limitation: risks related to Benihana's business strategy,
including the Renewal Program and marketing programs; risks related
to Benihana's ability to operate successfully in the current
challenging economic environment; risks related to Benihana's
efforts to strengthen its Benihana Teppanyaki concept and build its
RA Sushi and Haru brands; and other risks and uncertainties that
may cause results to differ materially from those set forth in the
forward-looking statements. Past performance may not be indicative
of future results. Although Benihana believes the expectations
reflected in such forward-looking statements are based upon
reasonable assumptions, there can be no assurance that its
expectations will be realized. In addition to the risks and
uncertainties set forth above, investors should consider the risks
and uncertainties discussed in Benihana's filings with the
Securities and Exchange Commission, including, without limitation,
the risks and uncertainties discussed under the heading "Risk
Factors" in such filings. Benihana does not undertake any
obligation to publicly update any forward-looking statement to
reflect events or circumstances after the date on which any such
statement is made or to reflect the occurrence of unanticipated
events.
Media Contact
Jeremy Fielding / Anntal
Silver
Kekst and Company
(212) 521-4800
SOURCE Benihana Inc.