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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. 5
Benihana Inc.
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(Name of Issuer)
Class A Common Stock, $0.10 par value
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(Title of Class of Securities)
082047200
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(CUSIP Number)
November 30, 1999
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
Page 1 of 11 pages
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CUSIP No. 082047200 13G
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
Goldman Sachs Asset Management, a separate operating division of
Goldman, Sachs & Co.
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
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3. SEC Use Only
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4. Citizenship or Place of Organization
New York
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5. Sole Voting Power
Number of 411,600
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
310,800
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 576,000
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
310,800
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
886,800
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
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11. Percent of Class Represented by Amount in Row (9)
34.5%
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12. Type of Reporting Person
IA
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Page 2 of 11 pages
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CUSIP No. 082047200 13G
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
The Managers Funds on behalf of
Managers Special Equity Fund
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
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3. SEC Use Only
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4. Citizenship or Place of Organization
New York
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5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
153,300
Owned by
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Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
153,300
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
153,300
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
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11. Percent of Class Represented by Amount in Row (9)
6.0%
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12. Type of Reporting Person
IC
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Page 3 of 11 pages
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CUSIP No. 082047200 13G
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
The Diversified Investors Funds Group on behalf of
Diversified Investors Special Equity Fund
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
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3. SEC Use Only
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4. Citizenship or Place of Organization
New York
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5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
157,500
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
157,500
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
157,500
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
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11. Percent of Class Represented by Amount in Row (9)
6.1%
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12. Type of Reporting Person
IC
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Page 4 of 11 pages
Item 2(a). Name of Persons Filing:
Goldman Sachs Asset Management, The Managers Funds on behalf
of Managers Special Equity Fund and The Diversified
Investors Funds Group on behalf of Diversified Investors
Special Equity Fund.
Item 2(b). Address of Principal Business Office or, if none, Residence:
for Goldman Sachs Asset Management:
1 New York Plaza, New York, NY 10004
for The Managers Fund:
40 Richards Avenue, Norwalk, CT 06854
for The Diversified Investors Funds Group:
4 Manhattanville Road, Purchase, NY 10577
Item 2(c). Citizenship:
Goldman Sachs Asset Management - New York
The Managers Funds - Massachusetts
The Diversified Investors Funds Group - New York
Item 2(d). Title of Class of Securities:
Class A Common Stock, $.10 par value
Item 2(e). CUSIP Number:
082047200
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or
13d-2(b) or (c), check whether the person filing is a :
(a).[_] Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o).
(b).[_] Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c).[_] Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d).[X] Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
The Managers Funds on behalf of Managers Special
Equity Fund and The Diversified Investors Funds
Group on behalf of Diversified Investors Special
Equity Fund
(e).[X] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
Goldman Sachs Asset Management, a separate operating
division of Goldman, Sachs & Co.
(f).[_] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g).[_] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h).[_] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i).[_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j).[_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Page 5 of 11 pages
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Item 4. Ownership.(1)(2)
(a). Amount beneficially owned:
See the response(s) to Item 9 on the attached cover page(s).
(b). Percent of Class:
See the response(s) to Item 11 on the attached cover page(s).
(c). Number of shares as to which such person has:
(i). Sole power to vote or to direct the vote: See the
response(s) to Item 5 on the attached cover page(s).
(ii). Shared power to vote or to direct the vote: See the
response(s) to Item 6 on the attached cover page(s).
(iii). Sole power to dispose or to direct the disposition
of: See the response(s) to Item 7 on the attached
cover page(s).
(iv). Shared power to dispose or to direct the disposition
of: See the response(s) to Item 8 on the attached
cover page(s).
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on behalf of another
Person.
Commonwealth of Pennsylvania Public School
Employees' Retirement System
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being 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
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
and are held in the ordinary course of business and 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.
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(1) This filing amends the Schedule 13G filed on January 10, 1999 by, among
others, The Managers Funds on behalf of Managers Special Equity Fund and The
Diversified Investors Funds Group on behalf of Diversified Investors Special
Equity Fund.
(2) In accordance with Securities and Exchange Commission ("SEC") Release
No. 34-39538 (January 12, 1998), this filing reflects the securities
beneficially owned by the asset management division of Goldman, Sachs & Co. (the
"Asset Management Division"). This filing does not reflect securities, if any,
beneficially owned by any other division of Goldman, Sachs & Co. The Asset
Management Division disclaims beneficial ownership of the securities
beneficially owned by (i) any client accounts with respect to which it or its
employees have voting or investment discretion, or both, and (ii) certain
investment entities, of which its affiliate is the general partner, managing
general partner or other manager, to the extent interests in such entities are
held by persons other than the Asset Management Division.
Page 6 of 11 pages
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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.
Date: December 10, 1999
GOLDMAN, SACHS & CO. on behalf of
Goldman Sachs Asset Management
By: /s/ Roger S. Begelman
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Name: Roger S. Begelman
Title: Attorney-in-fact
THE MANAGERS FUNDS on behalf of Managers Special
Equity Fund
By: /s/ Roger S. Begelman
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Name: Roger S. Begelman
Title: Attorney-in-fact
THE DIVERSIFIED INVESTORS FUNDS GROUP on behalf of
Diversified Investors Special Equity Fund
By: /s/ Roger S. Begelman
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Name: Roger S. Begelman
Title: Attorney-in-fact
Page 7 of 11 pages
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INDEX TO EXHIBITS
Exhibit No. Exhibit
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99.1 Power of Attorney, dated December 21, 1998, relating to
Goldman, Sachs & Co.
99.2 Power of Attorney, dated December 31, 1998, relating to
The Managers Funds on behalf of Managers Special Equity
Fund.
99.3 Power of Attorney, dated December 31, 1998, relating to
The Diversified Investors Funds Group on behalf of
Diversified Investors Special Equity Fund.
Page 8 of 11 pages
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Exhibit (99.1)
POWER OF ATTORNEY
This power of attorney will expire on December 31, 2000.
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, as amended,
giving and granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of December 21, 1998.
GOLDMAN, SACHS & CO.
By: The Goldman, Sachs & Co. L.L.C.
By:/s/ Robert J. Katz
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Name: Robert J. Katz
Title: Executive Vice President
Page 9 of 11 pages
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Exhibit (99.2)
POWER OF ATTORNEY
This power of attorney will expire December 31, 2000.
KNOW ALL PERSONS BY THESE PRESENTS that THE MANAGERS FUNDS ("Trust") does
hereby make, constitute and appoint each of Hans L. Reich and Roger S. Begelman,
acting individually, its true and lawful attorney, to execute and deliver in its
name and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, as amended, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of December 31, 1998.
THE MANAGERS FUNDS
On Behalf of Managers Special Equity Fund
By:/s/ Donnald S. Rumery
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Name: Donnald S. Rumery
Title: Treasurer/Secretary
Page 10 of 11 pages
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Exhibit (99.3)
POWER OF ATTORNEY
This power of attorney will expire December 31, 2000.
KNOW ALL PERSONS BY THESE PRESENTS that THE DIVERSIFIED INVESTORS FUNDS
GROUP ("Trust") does hereby make, constitute and appoint each of Hans L. Reich
and Roger S. Begelman, acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, as amended,
giving and granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of December 31,1998.
THE DIVERSIFIED INVESTORS FUNDS GROUP
On Behalf of Diversified Investors Special Equity Fund
By:/s/ Robert A. Colby
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Name: Robert A. Colby
Title: Secretary
Page 11 of 11 pages
