DEFA14A 1 proxy2004def-9704.txt SCHEDULE 14A (Rule 14a - 101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by registrant [X] Filed by a party other than the registrant [ ] Check the appropriate box: [ ] Preliminary proxy statement [ ] Definitive proxy statement [X] Definitive additional materials [ ] Soliciting material pursuant to 240.14a-12 Benihana Inc. ------------------------------------------------------------------------------- (Name of Registrant as Specified in its Charter) ------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than registrant) Payment of filing fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(I) (1) and 0-11. 1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------------------- 2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------------------- 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:1 ------------------------------------------------------------------------------- 4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------------------- 5) Total fee paid: ------------------------------------------------------------------------------- [ ] Fee paid previously with preliminary materials: ------------------------------------------------------------------------------- [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount previously paid: ------------------------------------------------------------------------------- 2) Form, schedule or registration statement No.: ------------------------------------------------------------------------------- 3) Filing party: ------------------------------------------------------------------------------- 4) Date filed: ------------------------------------------------------------------------------- 1 Set forth the amount on which the filing fee is calculated and state how it was determined. BENIHANA INC. 8685 Northwest 53rd Terrace Miami, Florida 33166 PROXY SUPPLEMENT TO PROXY STATEMENT FOR 2004 ANNUAL MEETING OF STOCKHOLDERS To be held on Tuesday, September 28, 2004 The purpose of this Proxy Supplement to the Proxy Statement dated September 3, 2004 (the "Proxy Statement"), for the 2004 Annual Meeting of Stockholders (the "Annual Meeting") of Benihana Inc. (the "Corporation"), to be held on Tuesday, September 28, 2004, is to correct the location of the Annual Meeting, the beneficial ownership and percent of class owned of Common Stock of Taka Yoshimoto, Michael R. Burris and all (11) directors and Officers as a group, the beneficial ownership and percent of class owned of Class A Stock of Michael R. Burris and all (11) directors and Officers as a group, and to correct the biography of Darwin C. Dornbush. The Proxy Statement sets forth that the Annual Meeting will be held at 10:00 a.m. on Tuesday, September 28, 2004, at the "Doral Golf Resort and Spa, 4400 N.W. 87th Avenue, Miami, Florida 33178." Such location is hereby amended to read as follows: "Inter-Continental West Miami Hotel, 2505 Northwest 87th Avenue, Miami, Florida 33172." The date and time of the Annual Meeting remains at 10:00 a.m., Tuesday, September 28, 2004. The Common Stock and Class A Stock beneficial ownership tables set forth under the heading "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" of the Proxy Statement reads as follows: COMMON STOCK
Name (and address if applicable) of Position with Amount and Nature of Percent Beneficial Owners, Officers and Directors the Corporation Beneficial Ownership(1)(6) of Class ----------------------------------------- --------------- ------------------------- -------- Benihana of Tokyo, Inc.(2) Stockholder 1,535,668 43.6% 232 East 63rd Street New York, New York 10021 BFC Financial Corporation(3) Stockholder 526,315 15.0% 1750 East Sunrise Boulevard Ft. Lauderdale, Florida 33304 Springhouse Capital, LP (4) Stockholder 270,900 7.7% 520 Madison Avenue, 35th Floor New York, New York FMR Corp. (4) Stockholder 373,300 10.6% 82 Devonshire Street Boston, MA 02109 Joel A. Schwartz President and 38,333 1.1% Chief Executive Officer/Director Taka Yoshimoto Executive Vice 8,000 * President - Restaurant Operations/Director John E. Abdo Director 20,000 * Norman Becker Director 2,500 * Michael R. Burris Senior Vice President - 24,087 * Finance and Treasurer Kevin Y. Aoki Vice President - 1,535,718(2) 43.6% Marketing/Director Darwin C. Dornbush Secretary/Director 1,546,168(2) 43.8% Kyle Aoki Stockholder 1,535,668(2) 43.6% Grace Aoki Stockholder 1,535,668(2) 43.6% All (11) directors and 1,639,138 46.3% Officers as a group CLASS A STOCK Name (and address if applicable) of Position with Amount and Nature of Percent Beneficial Owners, Officers and Directors the Corporation Beneficial Ownership(7) of Class ----------------------------------------- --------------- ----------------------- -------- Springhouse Capital, LP (4) Stockholder 815,114 13.2% 520 Madison Avenue, 35th Floor New York, New York 10022 Royce & Associates, LLC(4) Stockholder 730,455 11.9% 1414 Avenue of the Americas New York, New York 10019 FMR Corp. (4) Stockholder 562,225 9.1% 82 Devonshire Street Boston, MA 02109 Dalton, Grierner, Hartman, Stockholder 516,944 8.4% Maher & Co. (4) 565 5th Avenue New York, NY 10017 David M. Knott(4) Stockholder 385,872 6.3% 485 Underhill Boulevard, Ste. 205 Syosset, New York 11791 Joel A. Schwartz President and Chief 408,249 6.2% Executive Officer/Director Taka Yoshimoto Executive Vice 225,450 3.5% President- Restaurant Operations/Director Kevin Y. Aoki Vice President - 98,678 1.6% Marketing/Director Michael R. Burris(8) Senior Vice President - 239,150 3.7% Finance and Treasurer Juan C. Garcia Vice President - Controller 120,750 1.9% John E. Abdo Director 65,667 1.1% Norman Becker Director 69,367 1.1% Darwin C. Dornbush Secretary/Director 53,892 * Max Pine Director 33,917 * Robert B. Sturges Director 11,667 * Yoshihiro Sano Director 11,667 * All (11) directors and Officers as a group 1,455,208 19.5% * less than 1% COMMON STOCK Such tables are hereby amended in their entirety as follows: Name (and address if applicable) of Position with Amount and Nature of Percent Beneficial Owners, Officers and Directors the Corporation Beneficial Ownership(1)(6) of Class ----------------------------------------- --------------- -------------------------- -------- Benihana of Tokyo, Inc.(2) Stockholder 1,535,668 43.6% 232 East 63rd Street New York, New York 10021 BFC Financial Corporation(3) Stockholder 526,315 15.0% 1750 East Sunrise Boulevard Ft. Lauderdale, Florida 33304 Springhouse Capital, LP (4) Stockholder 270,900 7.7% 520 Madison Avenue, 35th Floor New York, New York FMR Corp. (4) Stockholder 373,300 10.6% 82 Devonshire Street Boston, MA 02109 Joel A. Schwartz President and 38,333 1.1% Chief Executive Officer/Director Taka Yoshimoto Executive Vice 25,500 * President - Restaurant Operations/Director John E. Abdo Director 20,000 * Norman Becker Director 2,500 * Michael R. Burris Senior Vice President - 21,500 * Finance and Treasurer Kevin Y. Aoki Vice President - 1,535,718(2) 43.6% Marketing/Director Darwin C. Dornbush Secretary/Director 1,546,168(2) 43.8% Kyle Aoki Stockholder 1,535,668(2) 43.6% Grace Aoki Stockholder 1,535,668(2) 43.6% All (11) directors and 1,654,051 46.7% Officers as a group CLASS A STOCK Name (and address if applicable) of Position with Amount and Nature of Percent Beneficial Owners, Officers and Directors the Corporation Beneficial Ownership(7) of Class ----------------------------------------- --------------- ----------------------- -------- Springhouse Capital, LP (4) Stockholder 815,114 13.2% 520 Madison Avenue, 35th Floor New York, New York 10022 Royce & Associates, LLC(4) Stockholder 730,455 11.9% 1414 Avenue of the Americas New York, New York 10019 FMR Corp. (4) Stockholder 562,225 9.1% 82 Devonshire Street Boston, MA 02109 Dalton, Grierner, Hartman, Stockholder 516,944 8.4% Maher & Co. (4) 565 5th Avenue New York, NY 10017 David M. Knott(4) Stockholder 385,872 6.3% 485 Underhill Boulevard, Ste. 205 Syosset, New York 11791 Joel A. Schwartz President and Chief 408,249 6.2% Executive Officer/Director Taka Yoshimoto Executive Vice 225,450 3.5% President- Restaurant Operations/Director Kevin Y. Aoki Vice President - 98,678 1.6% Marketing/Director Michael R. Burris(8) Senior Vice President - 241,737 3.8% Finance and Treasurer Juan C. Garcia Vice President - Controller 120,750 1.9% John E. Abdo Director 65,667 1.1% Norman Becker Director 69,367 1.1% Darwin C. Dornbush Secretary/Director 53,892 * Max Pine Director 33,917 * Robert B. Sturges Director 11,667 * Yoshihiro Sano Director 11,667 * All (11) directors and Officers as a group 1,457,795 19.6% * less than 1%
The biography of Darwin C. Dornbush, a director of the Corporation, as set forth in the Proxy Statement under the heading "ELECTION OF DIRECTORS" reads as follows: "DARWIN C. DORNBUSH Director Since 1995 Class I Director (Term to expire in 2005), Secretary Age 74 Mr. Dornbush is currently and has been since October 1964 a partner in the law firm of Dornbush Schaeffer Strongin & Weinstein, LLP. (formerly known as Dornbush Mensch Mandelstam & Schaeffer, LLP). He has served as the Secretary of the Corporation and its predecessor since September1983, and has been a Director since August 1995. He has served as Secretary and a Director of our principal stockholder, Benihana of Tokyo, since 1980. Mr. Dornbush is also a director of Cantel Medical Corp." Such biography is hereby amended to read in its entirety as follows: "DARWIN C. DORNBUSH Director Since 1995 Class I Director (Term to expire in 2005), Secretary Age 74 Mr. Dornbush is currently and has been since October 1964 a partner in the law firm of Dornbush Schaeffer Strongin & Weinstein, LLP. (formerly known as Dornbush Mensch Mandelstam & Schaeffer, LLP). He has served as the Secretary of the Corporation and its predecessor since September1983, and has been a Director since August 1995. He has served as Secretary and a Director of our principal stockholder, Benihana of Tokyo, since 1980. Mr. Dornbush is also a director of Cantel Medical Corp. and Levitt Corporation." If you have any questions or need assistance in voting your shares, please call Georgeson Shareholder Communications Inc. toll-free at (866) 432-2791. Dated: September 7, 2004 By Order of the Board of Directors Darwin C. Dornbush Secretary