-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wo9SzEZlOOu5r+aHRR4ydkgZoHlZClSPmoVZgyFtwkJCxUubeAKc4xp9OSN33gh3 Kfd2fZWh9v7zc8gZVxyDdA== 0000935226-98-000001.txt : 19980123 0000935226-98-000001.hdr.sgml : 19980123 ACCESSION NUMBER: 0000935226-98-000001 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980120 ITEM INFORMATION: FILED AS OF DATE: 19980122 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BENIHANA INC CENTRAL INDEX KEY: 0000935226 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 650538630 STATE OF INCORPORATION: DE FISCAL YEAR END: 0327 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-26396 FILM NUMBER: 98511094 BUSINESS ADDRESS: STREET 1: 8685 NW 53RD TERRACE CITY: MIAMI STATE: FL ZIP: 33166 BUSINESS PHONE: 3055930770 MAIL ADDRESS: STREET 1: 8685 NW 53RD TERRACE CITY: MIAMI STATE: FL ZIP: 33166 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 1997 --------------------------------------------- Benihana Inc. - ------------------------------------------------------------------------------- (Exact Name of Registrant as specified in its Charter) Delaware 0-12644 65-0538630 - ------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 8685 Northwest 53rd Terrace, Miami, Florida 33166 - ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (ZIP Code) Registrant's telephone number, including area code: (305) 593-0770 The Exhibit Index for this document is located at page 9. Item 7. Financial Statements and Exhibits (a) Financial Statements of Businesses Acquired. The following financial statements of Rudy's Restaurant Group, Inc.("Rudy's") are filed as part of this Current Report on Form 8-K: (i) Consolidated Financial Statements of Rudy's Restaurant Group, Inc. and Subsidiaries for the fiscal years ended September 29, 1996 and October 1, 1995 audited by Deloitte & Touche LLP, Independent Certified Public Accountants are incorporated by reference to the Financial Statements included in Rudy's Restaurant Group, Inc.'s Annual Report on Form 10-KSB for its fiscal year ended September 29, 1996.* (ii) Unaudited Consolidated Financial Statements of Rudy's Restaurant Group, Inc. and Subsidiaries for the 36 weeks ended June 8, 1997 and June 9, 1996 are incorporated by reference to the unaudited Financial Statements included in Rudy's Restaurant Group, Inc.'s Quarterly Report on Form 10-QSB for the 36 weeks ended June 8, 1997.* (b) Pro Forma Financial Information. The following pro forma statements of Benihana Inc. ("Benihana") are filed as part of this amended Current Report on Form 8-K: (i) Unaudited Pro Forma Income Statement for the fiscal year ended March 30, 1997.* (ii) Unaudited Pro Forma Income Statement for the twenty-eight weeks ended October 12, 1997.* (iii) Unaudited Pro Forma Balance Sheet at October 12, 1997.* (c) Exhibits: Item Ref in 17 CFR Exhibit 229.601(b) Exhibit Number ---------- ------- ------- 2. Agreement and Plan of Merger dated as of 2.1 July 22, 1997 by and among Benihana, Benihana Merger Corp., Rudy's Restaurant Group, Inc., Bayview Partners and Douglas M. Rudolph. -2- Incorporated by reference to Exhibit 10.14 to Benihana's Quarterly Report on Form 10-Q for the quarter ending July 20, 1997. 4. Warrant Agreement dated December 1, 1997 between 4.1 Benihana and Douglas M. Rudolph including the form of the Warrant for 200,000 shares of Benihana's Class A Common Stock delivered to Douglas M. Rudolph. 23. Consent of Deloitte & Touche LLP to the filing 23.1 of the Consolidated Financial Statements of Rudy's Restaurant Group, Inc.and Subsidiaries incorporated herein by reference. Consent of Deloitte & Touche LLP to the 23.2 incorporation by reference of the Consolidated Financial Statements of Rudy's Restaurant Group, Inc. and Subsidiaries to Benihana's Registration Statement on Form S-3, Registration No. 333-13977 effective October 17, 1996. - -------------------- * Filed with this Amendment SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BENIHANA INC. By: /s/ Joel A. Schwartz --------------------------- Joel A. Schwartz, President Dated: January 16, 1998 -3- PRO FORMA FINANCIAL INFORMATION On December 1, 1997, Benihana acquired Rudy's through the merger of Rudy's with a wholly owned subsidiary of Benihana for consideration, together with certain severance and non-competition payments to Rudy's personnel, aggregated approximately $20.0 million. In addition, Douglas M. Rudolph, the chief executive officer of Rudy's, was granted a warrant to purchase 200,000 shares of the Class A Stock at an exercise price of $8.00 per share. The following unaudited pro forma combined statements of income for the year ended March 30, 1997 and for the twenty-eight week period ended October 12, 1997 give effect to the acquisition of Rudy's by Benihana. These statements of income give effect to the acquisition as if the acquisition was made as of the first day of each of the respective periods presented. The unaudited pro forma condensed balance sheet gives effect to the acquisition as if it had occurred as of October 12, 1997. The unaudited pro forma statements of operations have been prepared adjusting the Rudy's fiscal periods to coincide with those of Benihana. These pro forma statements may not be indicative of the results that would have occurred if the purchase had occurred as of the beginning of each of the periods presented in the accompanying statements of income. The pro forma financial information should be read in conjunction with the historical financial statements and related notes of Benihana and Rudy's. -4- Pro Forma Statement of Operations Year Ended March 30, 1997 (In thousands, except per share data)
Rudy's Restaurant Pro Forma Benihana Inc. Group, Inc. Adjustments Combined ------------ ----------------- ----------- ---------- REVENUES Net restaurant sales $84,415 $16,345 $ - $100,760 Other income 789 61 850 ------- ------- --------- -------- Total Revenues 85,204 16,406 101,610 ------- ------- --------- -------- COSTS AND EXPENSES Cost of sales 21,658 4,857 26,515 Restaurant expenses 51,246 8,586 59,832 General & administrative expenses 4,217 730 (46)(1) 4,901 Interest expense 904 108 027 (2) 2,039 ------- ------- -------- -------- Total costs and expenses 78,025 14,281 981 93,287 ------- ------- -------- -------- Income from operations before income taxes 7,179 2,125 (981) 8,323 Income tax provision 2,232 (3,304) 3,813 (3) 2,741 ------- ------- -------- -------- Net income $ 4,947 $ 5,429 $ (4,794) $ 5,582 ======= ======= ======== ======== Income Per Common Share Primary earnings per common share $ 0.80 $ 0.91 Fully diluted income per common share $ 0.78 $ 0.89 ======= ======== Average shares and equivalent outstanding 6,069 123 (4) 6,192
(1) Elimination of salaries of certain Rudy's terminated employees and certain other administrative costs that have been eliminated as a result of the acquisition and to record amortization of goodwill over 25 years as follows: Elimination of Rudy's administrative costs $ (603) Amortization of goodwill 497 Amortization of deferred financing charges 60 --------- Net reduction of general and administrative expenses $ (46) ========= (2) Interest on net additional borrowing of $12,997 at 7.90% (3) Tax effect of above items and tax adjustment of Rudy's tax rate to that expected by Benihana as follows: Tax effect of deductible pro forma adjustments $ (150) Normalization of Rudy's tax provision 3,963 --------- $ 3,813 ========= (4) Incremental shares assuming exercise of warrant issued in connection with the acquisition and repurchase of shares under the treasury method. -5- Pro Forma Statement of Operations Twenty-eight Weeks Ended October 12, 1997 (In thousands, except per share data)
Rudy's Restaurant Pro Forma Benihana Inc. Group, Inc. Adjustments Combined ------------ ----------------- ----------- ---------- REVENUES Net restaurant sales $48,444 $ 9,020 $ - $ 57,464 Other income 337 81 418 ------- ------- --------- -------- Total Revenues 48,781 9,101 57,882 ------- ------- --------- -------- COSTS AND EXPENSES Cost of sales 12,497 2,461 14,958 Restaurant expenses 29,372 4,735 34,107 General & administrative expenses 2,535 358 7)(1) 2,900 Interest expense 377 42 553 (2) 972 ------- ------- -------- -------- Total costs and expenses 44,781 7,596 560 52,937 ------- ------- -------- -------- Income from operations before income taxes 4,000 1,505 (560) 4,945 Income tax provision 1,220 263 113 (3) 1,596 ------- ------- -------- -------- Net income $ 2,780 $ 1,242 $ (673) $ 3,349 ======= ======= ======== ======== Pro Forma Income Per Common Share Primary earnings per common share $ 0.44 $ 0.54 Fully diluted income per common share $ 0.44 $ 0.53 ======= ======== Average shares and equivalent outstanding 6,133 123 (4) 6,256
(1) Elimination of salaries of certain Rudy's terminated employees and certain other administrative costs that have been eliminated as a result of the acquisition and to record amortization of goodwill over 25 years as follows: Elimination of Rudy's administrative costs $ (292) Amortization of goodwill 267 Amortization of deferred financing charges 32 --------- Net reduction of general and administrative expenses $ 7 ========= (2) Interest on net additional borrowing of $12,997 at 7.90% (3) Tax effect of above items and tax adjustment of Rudy's tax rate to that expected by Benihana as follows: Tax effect of deductible pro forma adjustments $ (91) Normalization of Rudy's tax provision 204 --------- $ 113 ========= (4) Incremental shares assuming exercise of warrant issued in connection with the acquisition and repurchase of shares under the treasury method. -6- Pro Forma Balance Sheet As of October 12, 1997
(In thousands, except per share data) Rudy's Restaurant Pro Forma Pro Forma Benihana Inc. Group, Inc. Adjustments Combined ------------ ----------------- ----------- --------- Assets: Current assets: Cash $ 7,213 $ 2,717 $(9,046) (1) $ 884 Receivables, net 337 39 376 Inventories 2,955 245 3,200 Prepaid expenses 992 73 1,065 ------- ------- ------- ------- Total current assets 11,497 3,074 (9,046) 5,525 Property and equipment 26,268 5,047 200 (2) 31,515 Deferred income taxes 1,355 3,337 4,692 Excess of purchase price over net assets of business acquired 156 710 11,540 (2) 12,406 Other assets 2,243 637 246 (3) 3,126 ------- ------- ------- ------- $41,519 $12,805 $ 2,940 $57,264 ======= ======= ======= ======= Liabilities and stockholders' equity Current liabilities: Accounts payable and accrued expenses $ 6,565 $ 1,151 $- $ 7,716 Current maturities of long-term debt and obligations under capital leases 1,422 379 318 (4) 2,119 ------- ------- ------- ------- Total current liabilities 7,987 1,530 318 9,835 Long-term debt 5,018 655 12,679 (4) 18,352 Obligations under capital leases 3,526 3,526 Stockholders' equity Preferred stock 2 2 Common stock 356 38 (38) (5) 356 Class A common stock 252 252 Additional paid-in capital 14,984 17,852 (17,289) (5)(6) 15,547 Retained earnings (deficit) 9,510 (7,270) 7,270 (5) 9,510 Treasury stock, at cost (116) (116) ------- ------- ------- ------- Total stockholders' equity 24,988 10,620 (10,057) 25,551 ------- ------- ------- ------- $41,519 $12,805 $ 2,940 $57,264 ======= ======= ======= =======
(1) Reflects the following: Acquisition of Rudy's: Cash paid to holders of Rudy's shares (3,765 shares at $5.29) $(19,917) Cash portion of non-competition agreements (631) Acquisition costs (565) -------- Total cash for acquisition of Rudy's (21,113) Borrowings under Credit Agreement 18,000 Repay existing bank indebtedness (5,687) Payment of bank fees related to Credit Agreement (246) -------- (9,046) ======== (2) Represents cost of the Rudy's acquisition over the fair value of net assets acquired and the allocation of such: -7- Rudy's purchase cost: Cash paid for acquisition $ 21,113 Present value of additional obligation under non-competition agreement to D. Rudolph 684 Acquisition costs of $300 previously paid and included in excess of purchase price over net assets of business acquired 300 Fair market value of warrant issued to D. Rudolph 563 ----------- Total purchase costs $ 22,660 =========== Allocation of purchase costs: Excess of fair market value of property and equipment over original cost $ 200 Net assets acquired 10,620 Excess of costs over the fair value of net assets acquired 11,840 ---------- Total allocation of purchase costs $ 22,660 ========== (3) Record bank fees relating to Credit Agreement of $358, less $112 previously paid (4) Record new bank debt and repayment of existing debt and balance due on non-competition agreement with D. Rudolph as follows:
long term Current portion portion Total --------- ------- ------- Bank borrowings under Credit Agreement $ 17,000 $ 1,000 $18,000 Repayment of existing debt (4,854) (833) (5,687) Discounted non-competition agreement 533 151 684 -------- ------- ------- Net increase in debt $ 12,679 $ 318 $12,997 ======== ======= =======
(5) Eliminate equity of Rudy's (6) Record fair market value of warrant issued to D. Rudolph -8- EXHIBIT INDEX Exhibit No. Exhibit Page - ------- ------- ---- 23.1 Consent of Deloitte & Touche LLP to the filing of the 10 Consolidated Financial Statements of Rudy's Restaurant Group, Inc. and Subsidiaries incorporated herein by reference. 23.2 Consent of Deloitte & Touche LLP to the incorporation 11 by reference of the Consolidated Financial Statements of Rudy's Restaurant Group, Inc. and Subsidiaries to Benihana's Registration Statement on Form S-3, Registration No. 333-13977 effective October 17, 1996. -9- Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this amendment to Form 8-K of Benihana Inc. of our report dated December 20, 1996, appearing in the Annual Report on Form 10-KSB of Rudy's Restaurant Group, Inc. and Subsidiaries for the year ended September 29, 1996. Deloitte & Touche, LLP Miami, Florida January 16, 1998 -10- Exhibit 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement No. 333-13977 of Benihana Inc. on Form S-3 of our report dated December 20, 1996, appearing in the Annual Report on Form 10-KSB of Rudy's Restaurant Group, Inc. and Subsidiaries for the year ended September 29, 1996. Deloitte & Touche, LLP Miami, Florida January 16, 1998 -11- -----END PRIVACY-ENHANCED MESSAGE-----