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
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Benihana Inc.
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(Exact Name of Registrant as specified in its Charter)
Delaware 0-12644 65-0538630
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
8685 Northwest 53rd Terrace, Miami, Florida 33166
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(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.
<PAGE>
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.
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<PAGE>
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.
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* 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
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<PAGE>
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.
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<PAGE>
<TABLE>
Pro Forma Statement of Operations
Year Ended March 30, 1997
(In thousands, except per share data)
<CAPTION>
Rudy's Restaurant Pro Forma
Benihana Inc. Group, Inc. Adjustments Combined
------------ ----------------- ----------- ----------
<S> <C> <C> <C> <C>
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
</TABLE>
(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.
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<PAGE>
<TABLE>
Pro Forma Statement of Operations
Twenty-eight Weeks Ended October 12, 1997
(In thousands, except per share data)
<CAPTION>
Rudy's Restaurant Pro Forma
Benihana Inc. Group, Inc. Adjustments Combined
------------ ----------------- ----------- ----------
<S> <C> <C> <C> <C>
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
</TABLE>
(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.
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<PAGE>
<TABLE>
Pro Forma Balance Sheet
As of October 12, 1997
<CAPTION>
(In thousands, except per share data)
Rudy's Restaurant Pro Forma Pro Forma
Benihana Inc. Group, Inc. Adjustments Combined
------------ ----------------- ----------- ---------
<S> <C> <C> <C> <C>
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
======= ======= ======= =======
</TABLE>
(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:
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<PAGE>
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:
<TABLE>
<CAPTION>
long term Current
portion portion Total
--------- ------- -------
<S> <C> <C> <C>
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
======== ======= =======
</TABLE>
(5) Eliminate equity of Rudy's
(6) Record fair market value of warrant issued to D. Rudolph
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<PAGE>
EXHIBIT INDEX
Exhibit
No. Exhibit Page
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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.
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<PAGE>
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
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<PAGE>
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
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<PAGE>
