SC 13G/A 1 d37316_sc13d-a.txt AMENDMENT NO. 7 TO SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(B) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(b) (Amendment No. 7)(1) Benihana Inc. (Name of Issuer) Common Stock, $.10 par value (Title of Class of Securities) 082047101 (CUSIP Number) May 9, 2002 (Date of Event Which Requires Filing of this Statement) ---------- Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1 (b) |X| Rule 13d-1 (c) |_| Rule 13d-1 (d) (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilites of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 082047101 13G Page 2 of 5 Pages -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Trust U/W of Vincent Terranova -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 444,736 -------------------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY -------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 444,736 WITH -------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 0 -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 444,736 -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 13.55% -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* OO Trust -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP No. 082047101 13G Page 3 of 5 Pages Trust U/W of Vincent Terranova Item 1(a). Name of Issuer: Benihana Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 8685 NW 53rd Terrace Miami, Florida 33166 Item 2(a). Name of Person Filing: Trust U/W of Vincent Terranova Item 2(b). Address of Principal Business Office, or, if None, Residence: c/o Robert Becht, P.O. Drawer H, Valley Cottage, New York 10989 Item 2(c). Citizenship: United States Item 2(d). Title of Class of Securities: Common Stock, $.10 par value Item 2(e). CUSIP NUMBER: 082047101 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person Filing is a: (a) |_| Broker or dealer registered under Section 15 of the Act. (b) |_| Bank as defined in Section 3(a)(6) of the Act. (c) |_| Insurance Company as defined in Section 3(a)(19) of the Act. (d) |_| Investment Company registered under Section 8 of the Investment Company Act. (e) |_| Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. (f) |_| Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see 13d-1(b)(1)(ii)(F). (g) |_| Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G); see Item 7. (h) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(H). CUSIP No. 082047101 13G Page 4 of 5 Pages Trust U/W of Vincent Terranova Item 4. Ownership. If the percent of the class owned, as of December 31 of the year covered by the statement, or as of the last day of any month described in Rule 13d-1(b)(2), if applicable, exceeds five percent, provide the following information as of that date and identify those shares which there is a right to acquire. (a) Amount beneficially owned: 444,736 (b) Percent of class: 13.55% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote 444,736 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 444,736 (iv) Shared power to dispose or to direct the disposition of 0 Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the Beneficial owner of more than five percent of the class of securities, check the following [ ]. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Reported on by the Parent Holding Company. Not applicable. Item 8. Identification and Classification of members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. CUSIP No. 082047101 13G Page 5 of 5 Pages Trust U/W of Vincent Terranova Item 10. Certification. By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true and correct. May 9, 2002 --------------------------------------- (Date) TRUST U/W OF VINCENT TERRANOVA By: /s/ Robert Becht --------------------------------------- (Signature) Robert Becht, Trustee --------------------------------------- (Name/Title)