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OMB Number: 3235-0145
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
BENIHANA INC.
(Name of Issuer)
CLASS A COMMON STOCK
(Title of Class of Securities)
082047200
(CUSIP Number)
Herschel S. Weinstein, Esq.
Dornbush Mensch Mandelstam & Schaeffer, LLP
747 Third Avenue
New York, New York 10017
(212) 759-3300
(Name, Address and Telephone Number of Person Authorized
to Receive Notice and Communications)
June 8, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and
is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. |_|
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See
ss.240.13d-7 for other parties to whom copies are to be sent.
*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 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 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number.
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CUSIP No. ..........082047200..........
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
..........Trust U/A June 8, 1998 between Rocky H. Aoki as
Grantor and Kevin Aoki and Darwin C. Dornbush as Trustees;
Taxpayer identification number 13-7141606........................
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) ...........................................................
(b) ...........................................................
3. SEC USE ONLY ...................................................
4. Source of Funds (See Instructions) ..........N/A................
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) .............................................
6. Citizenship or Place of Organization ..........New York.........
Number of Shares 7. Sole Voting Power ..........150,000 shares
Beneficially Owned by (see response to Item 5).....................
Each Reporting Person 8. Shared Voting Power ........................
With
9. Sole Dispositive Power ..........150,000
shares ......................................
10. Shared Dispositive Power ...................
11. Aggregate Amount Beneficially Owned by Each Reporting Person
..........150,000 shares.........................................
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)...............................................
13. Percent of Class Represented by Amount in Row (11)..........5 .6%
.................................................................
14. Type of Reporting Person (See Instructions)
.........................................00.......................
..................................................................
..................................................................
..................................................................
..................................................................
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Item 1. Security and Issuer
This statement relates to the Class A Common Stock, par value $.10 per
share (the "Common Stock"), of Benihana Inc., a Delaware corporation
(the "Company"). The principal executive offices of the Company are
located at 8685 Northwest 53rd Terrace, Miami, Florida 33166.
Item 2. Identity and Background
The entity filing this report is Trust U/A dated June 8, 1998 between
Rocky H. Aoki, Grantor ("Grantor") and Kevin Aoki and Darwin C.
Dornbush, Trustees (the "Filing Person"). The Filing Person was formed
under the laws of the State of New York to hold the Voting Trust
Certificates (and, indirectly, the 150,000 shares of Class A Common
Stock (the "Subject Shares") which are the subject of this Schedule
13D) as described in Item 4 below. The Filing Person's business address
is c/o Dornbush Mensch Mandelstam & Schaeffer, LLP, 747 Third Avenue,
New York, New York 10017.
(d)-(e) The Filing Person has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or
been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which such individual 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 violations with respect
to such laws, in each case during the last five years.
Item 3. Source and Amount of Funds or Other Consideration
The Voting Trust Certificates described in Item 5 were contributed to
the Filing Person by Grantor and no consideration was paid therefor.
Item 4. Purpose of the Transaction
The Filing Person was formed at the request of the Grantor to hold the
Voting Trust Certificates. The Filing Person has no plans or proposals
which would relate to or would result in any of the transactions
described in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
Benihana of Tokyo, Inc., a New York corporation ("BOT"), owns the
Subject Shares which constitute 5.6% of the Class A Common Stock. All
issued and outstanding equity of BOT is owned by a voting trust (the
"Voting Trust") U/A dated as of February 2, 1983 among Rocky H. Aoki as
Grantor, Rocky H. Aoki, Katsu Aoki and Darwin C. Dornbush as Trustees
and BOT (the "Voting Trust Agreement"). The Voting Trust has the power
to vote, but not dispose of, the shares of BOT. Rocky H. Aoki has
resigned as a trustee of the Voting Trust and was succeeded as trustee
by Kevin Aoki. All of the certificates representing interests in the
Voting Trust (the "Voting Trust Certificates") were contributed by
Grantor to the Filing Person and are owned by the Filing Person.
Accordingly, the Filing Person may be deemed to have indirect
beneficial ownership of 100% of the equity of BOT and of the Subject
Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
The Voting Trust was formed pursuant to a Voting Trust Agreement which
gives to the trustees of the Voting Trust the sole authority to vote
the shares of BOT stock owned by the Voting Trust.
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The Filing Person was formed pursuant to a Trust Agreement dated June
8, 1998 between the Grantor, as Grantor, and Kevin Aoki and Darwin C.
Dornbush.
Item 3. Material to be Filed as Exhibits
1. Voting Trust Agreement dated as of February 2, 1983 among
Rocky H. Aoki, shareholder, Rocky H. Aoki, Katsu Aoki and
Darwin C. Dornbush, Trustees, and Benihana of Tokyo, Inc.
Incorporated by reference to Exhibit 1 of the Schedule 13D
filed by the Filing Person on the date hereof relating to the
Company's Common Stock.
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, complete and
correct.
June 18, 1998
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Date
Trust U/A Dated June 8, 1998 between Rocky H. Aoki, as Grantor,
and Kevin Aoki and Darwin C. Dornbush, as Trustees
By: /s/ Darwin C. Dornbush
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Signature
Darwin C. Dornbush, Trustee
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Name/Title
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representatives authority to sign on behalf of such person shall be filed with
the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
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