sc13da1008037002_11222011.htm

CUSIP NO. 082047101

1	NAME OF REPORTING PERSON RHA TESTAMENTARY TRUST
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 - 0 -
	8	SHARED VOTING POWER 2,153,744
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 2,153,744
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,153,744
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.0%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 082047101

1	NAME OF REPORTING PERSON BENIHANA OF TOKYO, INC.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 - 0 -
	8	SHARED VOTING POWER 2,153,744
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 2,153,744
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,153,744
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.0%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. 082047101

1	NAME OF REPORTING PERSON KEIKO ONO AOKI
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 - 0 -
	8	SHARED VOTING POWER 2,153,744
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 2,153,744
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,153,744
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.0%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 082047101

1	NAME OF REPORTING PERSON THOMAS L. JONES
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 082047101

1	NAME OF REPORTING PERSON JOSEPH L. MANSON
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 082047101

1	NAME OF REPORTING PERSON YUTAKA NAKAMURA
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 082047101

The following constitutes Amendment No. 10 to the Schedule 13D filed by the undersigned (“Amendment No. 10”). This Amendment No. 10 amends the Schedule 13D as specifically set forth.

Item 2.

Identity and Background.

Item 2 is hereby amended and restated to read as follows:

(a) This statement is filed by Benihana of Tokyo, Inc., a New York corporation (“BOT”), RHA Testamentary Trust, a trust established under the laws of New York (the “Trust”), Keiko Ono Aoki, Thomas L. Jones, Joseph L. Manson and Yutaka Nakamura. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement as further described in Item 6.

The Trust, as the sole shareholder of BOT, may be deemed to beneficially own the shares of Common Stock owned by BOT. Ms. Aoki, as the sole trustee of the Trust, may be deemed to beneficially own the shares of Common Stock owned by BOT. Each of Messrs. Jones, Manson and Nakamura is a BOT nominee for the Board of Directors of the Issuer. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b) The principal business address of BOT is 645 Fifth Avenue, NY, New York 10022. The principal business address of each of Ms. Aoki and the Trust is 641 Fifth Avenue, NY, New York 10022. The principal business address of Mr. Jones is MassMutual Tower, Rooms 1101-3, 11th Floor, 38 Gloucester Road, Wanchai, Hong Kong. The principal business address of Mr. Manson is c/o Baker & Hostetler LLP, 1050 Connecticut Avenue, N.W. Suite 1100, Washington, D.C. 20036. The principal business address of Mr. Nakamura is 2-1-1 Kakigara-cho Nihonbashi Chuo-ku, Tokyo 103-8520. The officers and directors of BOT and, to the extent that such persons are not also Reporting Persons, their principal occupations and business addresses are set forth on Schedule A filed with Amendment No. 7 to the Schedule 13D and incorporated by reference in this Item 2.

(c) The principal business of BOT is the operation of certain Benihana-brand restaurants in Hawaii. The principal business of the Trust is to own all of the shares of BOT. The principal occupation of Ms. Aoki is founder of Altesse, a New York consultancy firm, and owner of Keiko Aoki Specialty Catering. The principal occupation of Mr. Jones is serving as Co-Head of the Asia office of Alvarez & Marsal Holdings LLC, a global performance improvement, turnaround management and business consulting firm. The principal occupation of Mr. Manson is serving as a partner in the Washington, D.C. office of the law firm Baker & Hostetler LLP. The principal occupation of Mr. Nakamura is serving as an Advisor for the Royal Park Hotels And Resorts Co., Ltd., a hotel chain operator.

(d) No Reporting Person, nor any person listed on Schedule A filed with Amendment No. 7 to the Schedule 13D, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) No Reporting Person, nor any person listed on Schedule A filed with Amendment No. 7 to the Schedule 13D, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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 laws or finding any violation with respect to such laws.

CUSIP NO. 082047101

(f) Ms. Aoki and Messrs. Jones, Manson and Nakamura are citizens of the United States of America. The citizenship of the persons listed on Schedule A filed with Amendment No. 7 to the Schedule 13D, who are not Reporting Persons, is set forth therein.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

On November 16, 2011, BOT delivered a letter to the Issuer (the “Nomination Letter”) nominating Messrs. Jones, Manson and Nakamura, (the “Nominees”), as set forth therein, and announcing its intention to solicit proxies for their election to the Issuer’s Board at the Issuer’s annual meeting of shareholders to be held on January 10, 2012, or any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”). The Reporting Persons believe that the terms of four (4) directors currently serving on the Board expire at the Annual Meeting. The Reporting Persons intend to engage in discussions with management, the Board and shareholders of the Issuer regarding the nomination of directors at the Annual Meeting and the composition of the Issuer’s Board generally.

Item 5.

Interest in Securities of the Issuer.

Items 5(a) - (c) are hereby amended and restated to read as follows:

(a) The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 6,936,775 shares of Common Stock outstanding as of November 4, 2011, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 16, 2011.

As of the close of business on November 22, 2011, BOT owned directly 2,153,744 shares of Common Stock, constituting approximately 31.0% of the shares of Common Stock outstanding. The Trust, as the sole shareholder of BOT, may be deemed to beneficially own the 2,153,744 shares of Common Stock owned by BOT, constituting approximately 31.0% of the shares of Common Stock outstanding. Ms. Aoki, as the sole trustee of the Trust, may be deemed to beneficially own the 2,153,744 shares of Common Stock owned by BOT, constituting approximately 31.0% of the shares of Common Stock outstanding.

As of the close of business on November 22, 2011, none of the Nominees directly owned any shares of Common Stock. Each of the Nominees, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, is deemed the beneficial owner of the 2,153,744 shares of Common Stock beneficially owned by BOT. Each of the Nominees disclaims beneficial ownership of such Shares.

(b) Each of the Trust and Ms. Aoki is deemed to have sole voting and dispositive power over the shares of Common Stock reported as beneficially owned by BOT by virtue of their respective positions as described in Item 2.

CUSIP NO. 082047101

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On November 23, 2011, the Reporting Persons entered into a Joint Filing and Solicitation Agreement in which, among other things, (a) the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer, (b) the Reporting Persons agreed to solicit proxies or written consents in connection with the Solicitation, and (c) BOT agreed to bear all expenses incurred in connection with the Solicitation, including approved expenses incurred by any of the parties in connection with the Solicitation, subject to certain limitations. A copy of this agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Except as set forth herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

99.1

Joint Filing and Solicitation Agreement by and among RHA Testamentary Trust, Benihana of Tokyo, Inc., Keiko Ono Aoki Thomas L. Jones, Joseph L. Manson and Yutaka Nakamura, dated November 23, 2011.

99.2

Powers of Attorney for Thomas L. Jones, Joseph L. Manson and Yutaka Nakamura.

CUSIP NO. 082047101

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 23, 2011

RHA TESTAMENTARY TRUST

By:	/s/ Keiko Ono Aoki
	Name:	Keiko Ono Aoki
	Title:	Sole Trustee

BENIHANA OF TOKYO, INC.

By:	/s/ Keiko Ono Aoki
	Name:	Keiko Ono Aoki
	Title:	President and Chief Executive Officer

	/s/ Keiko Ono Aoki
	KEIKO ONO AOKI
	Individually and as Attorney-in-Fact for Thomas L. Jones, Joseph L. Manson and Yutaka Nakamura