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 [x ] Definitive proxy statement [ ] Definitive
additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Benihana Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
Benihana Inc.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
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:
- --------------------------------------------------------------------------------
[ ] 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:
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4) Date filed:
- --------------------------------------------------------------------------------
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1 Set forth the amount on which the filing fee is
calculated and state how it was determined.
<PAGE>
BENIHANA INC.
NOTICE OF 1999 ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders:
The Annual Meeting of the Stockholders of BENIHANA INC. (the
"Corporation") will be held at the Doral Hotel & Country Club, 4400 N.W. 87th
Avenue, Miami, Florida 33178, on August 5, 1999, at 10:00 a.m. for the
following purposes:
1. For the holders of the Corporation's Common Stock, to elect a Class
I Director for a term of three years and a Class III Director for a term of two
years (Proposal 1);
2. For the holders of the Corporation's Class A Common Stock, to elect
a Class I Director for a term of three years (Proposal 2).
3. For the holders of the Corporation's Common Stock and Class A Common
Stock, voting together as a single class, to permit participants in the
Corporation's Administrative Incentive Compensation Plan (the "Plan") to elect
to receive all or a portion of their awards under the Plan in shares of the
Corporation's Class A Common Stock (Proposal 3).
4. For the holders of the Corporation's Common Stock and Class A Common
Stock, voting together as a single class, to ratify the appointment of Deloitte
& Touche LLP as the independent accountants of the Corporation for the fiscal
year ending March 26, 2000 (Proposal 4).
5. To transact such other business as may properly be brought before
the Annual Meeting.
Stockholders of record at the close of business on Tuesday, June 15,
1999 shall be entitled to notice of, and to vote at, the Annual Meeting as
provided above. A copy of the Annual Report to Stockholders for the fiscal year
ended March 28, 1999 is enclosed herewith.
You are cordially invited to attend the Annual Meeting. Whether or not
you plan to be present, kindly complete, date and sign the enclosed forms of
proxy with respect to all shares of Common Stock and Class A Common Stock which
you may own and mail them promptly in the enclosed return envelope to assure
that your shares of Common Stock and Class A Common Stock are represented. This
may save the Corporation the expense of further proxy solicitation. If you own
shares of both the Common Stock and Class A Common Stock, you will receive two
proxies, each of which must be dated, signed and returned as described above. If
you do attend the Annual Meeting, you may revoke your prior proxy and vote your
shares in person if you wish.
Dated: June 22, 1999 By Order of the Board of Directors
Darwin C. Dornbush
Secretary
<PAGE>
BENIHANA INC.
8685 Northwest 53rd Terrace
Miami, Florida 33166
PROXY STATEMENT
for
Annual Meeting of Stockholders
To Be Held on August 5, 1999
Your proxies are solicited by the Board of Directors of Benihana Inc.
(the "Corporation") for use at the Annual Meeting of Stockholders (the
"Meeting") to be held at Doral Hotel & Country Club, 4400 N.W. 87th Avenue,
Miami, Florida, 33178 at 10:00 a.m. on Thursday, August 5, 1999 and at any
adjournment or adjournments thereof for the purposes set forth in the attached
Notice of Meeting. This Proxy Statement and the forms of proxy are being mailed
to stockholders on or about June 22, 1999. .
The record date for determining the holders of the Corporation's Common
Stock, par value $.10 per share ("Common Stock"), and Class A Common Stock, par
value $.10 per share ("Class A Stock"), entitled to notice of and to vote at the
Meeting is the close of business on June 15, 1999.
At the meeting, a Class I and a Class III Director is to be elected by
the holders of the Common Stock voting separately as a class, the Class I
Director to serve for a term of three years and the Class III Director to serve
for a term of two years, and until their respective successors have been elected
and qualified (Proposal 1).
Additionally, a Class I Director is to be elected by the holders of the
Class A Common Stock voting separately as a class, to serve for a term of three
years, and until his successor has been elected and qualifed (Proposal 2).
Holders of the Common Stock and Class A Common Stock are also being
asked to permit participants in the Plan to elect to receive all or a portion of
their awards under the Plan in shares of the Corporation's Class A Common Stock
(Proposal 3) and to ratify the appointment of Deloitte & Touche LLP as the
independent accountants of the Corporation for the fiscal year ending March 26,
2000 (Proposal 4). With respect to such proposals, holders of the Common Stock
and Class A Common Stock will vote together as a class (with each share of Class
A Stock having 1/10 vote per share and with each share of Common Stock having
one vote per share).
The Board of Directors recommends that the holders of the Common Stock
vote FOR the election of the nominees for Class I and Class III Directors named
herein (Proposal 1), that the holders of the Class A Common Stock vote FOR the
election of the nominee for Class I Director named herein (Proposal 2), and that
the holders of both classes vote FOR permitting participants in the Plan to
elect to receive all or a portion of their awards under the Plan in shares of
the Corporation's Class A Common Stock (Proposal 3) and FOR the ratification of
Deloitte & Touche LLP as the independent public accountants of the Corporation
(Proposal 4).
Any proxy given pursuant to this solicitation may be revoked at any
time by the stockholder giving it, insofar as it has not been exercised, by
delivery to the Assistant Secretary of the Corporation of a written notice of
revocation bearing a date later than the proxy, by submission of a later dated
and properly executed proxy. Any written notice revoking a proxy should be sent
to Benihana Inc., 8685 Northwest 53rd Terrace, Miami, Florida 33166, Attention:
Juan Garcia, Assistant Secretary.
The voting securities of the Corporation consist solely of the Common
Stock and Class A Stock, of which 3,576,616 shares and 2,567,509 shares,
respectively, were issued and outstanding on June 15, 1999 , the record date
for determining the stockholders entitled to a vote at the Meeting.
Shares represented at the Meeting by properly executed proxies will be
voted in accordance with the instructions indicated in such proxies unless such
proxies have previously been revoked. If no instructions are indicated such
shares will be voted (i) FOR the election of the two nominees of the Board of
Directors for the position of Class I and Class III Directors (ii) FOR election
of the nominee of the Board of Directors for the position of Class I Director
1
<PAGE>
(Proposal 2), (iii) FOR permitting participants in the Plan to elect to receive
all or a portion of their awards under the Plan in shares of the Corporation's
Class A Common Stock (Proposal 3) and (iv) FOR the ratification of Deloitte &
Touche LLP as the independent public accountants of the Corporation (Proposal
4).
The Board of Directors is not aware of any other matters to be brought
before the Meeting. If, however, other matters are properly presented, proxies
representing shares of Common Stock and Class A Stock will be voted on such
matters in accordance with the best judgment of the proxy holders.
Votes at the meeting will be tabulated by an independent inspector of
election appointed by the Corporation or the Corporation's transfer agent. As a
plurality of votes cast is required for the election of directors, abstentions
and broker non-votes will have no effect on the outcome of such election. As the
affirmative vote of a majority of votes represented at the meeting by the Common
Stock and Class A Stock (voting together as a class, with each share of Common
Stock having one vote and each share of Class A Stock having 1/10 vote) in
person or represented by proxy is necessary for Proposal 3 (permitting
participants in the Plan to elect to receive all or a portion of their awards
under the Plan in shares of the Corporation's Class A Common Stock) and Proposal
4 (the ratification of the Corporation's auditors) an abstention will have the
same effect as a negative vote but "broker non-votes" will have no effect on the
outcome of the vote.
Brokers holding shares for beneficial owners must vote those shares
according to the specific instructions they receive from beneficial owners. If
specific instructions are not received, brokers may vote those shares in their
discretion, depending on the type of proposal involved. The Corporation believes
that, in accordance with New York Stock Exchange rules applicable to such voting
by brokers, brokers will have discretionary authority to vote with respect to
any shares as to which no instructions are received from beneficial owners with
respect to the election of directors and Proposal 4, but will have no such
authority with respect to Proposal 3. Shares as to which brokers have not
exercised such discretionary authority or received instructions from beneficial
owners are considered "broker non- votes."
PROPOSALS 1 AND 2: ELECTION OF DIRECTORS
The Corporation's Certificate of Incorporation provides that the Board
of Directors shall be divided into three classes with the term of office of one
class expiring each year. The current directors have been elected to the classes
set forth opposite their names below (Mr. Kevin Aoki was elected by the Board of
Directors during the 1999 fiscal year). The terms of office of Robert B.
Greenberg and Taka Yoshimoto as Class I Directors and Kevin Aoki as a Class III
Director will expire at the Meeting. Messrs. Greenberg and Yoshimoto are
proposed to be re-elected as Class I Directors and Mr. Aoki is proposed to be
elected as a Class III Director, each to hold office for a three-year term and
in the case of Mr. Aoki to hold office for a two-year term as set forth in the
Corporation's Certificate of Incorporation and until their respective successors
shall have been duly elected and qualified.
The Corporation's Certificate of Incorporation also provides that when
the Board of Directors is divided into at least two classes, as is presently the
case, the holders of the Class A Stock vote separately as a class to elect 25%
(or the next higher whole number) of each class of the Board; provided, however,
the number of directors so elected by the holders of the Class A Stock may not
exceed 25% (or the next higher number) of the entire Board and holders of the
Class A Stock do not vote for the election of directors at any meeting of
stockholders if the terms of office of directors so elected by such holders
representing at least 25% of the Board of Directors do not expire at such
meeting. Holders of the Common Stock vote separately as a class for the
remainder of each class of the Board. The Board of Directors currently consists
of seven members, of which two members (more than 25% of the Board, rounded to
the nearest whole director) are Class A Directors. Messrs. Robert B. Greenberg,
a Class I Director, and John E. Abdo, a Class II Director, currently serve as
Class A Directors.
The persons named as proxies in the enclosed form of proxy have been
selected by the Board of Directors. It is intended that the shares represented
by the proxies, unless authorization is withheld, shall be voted for the
election as Directors of the nominees set forth in the following table, who have
been designated by the Board of Directors and who are presently Directors of the
Corporation. Although it is not contemplated that such nominees will be unable
to serve, should such a situation arise prior to the balloting at the Meeting,
the persons named in the proxy will vote the shares represented by the proxy for
such substitute nominee(s) as they deem advisable.
2
<PAGE>
The following table sets forth certain information with respect to the
nominees for the position of Class I and Class III Directors:
Name Age Position with the Corporation
---- --- -----------------------------
Robert B. Greenberg (1) 55 Class I Director
Taka Yoshimoto (2) 53 Class I Director, Executive
Vice President - Operations
Kevin Aoki (3) 31 Class III Director, Vice President -
Marketing
(1) Mr. Greenberg is currently a financial consultant to several
businesses, including Ergovision, Inc., which is now known as
"EyeCity.com", and Insight Laser Vision Centers. From July to December,
1998, Mr. Greenberg was the Chairman and Chief Executive Officer of
Ergovision, Inc., a company that markets specialty consumer eyeglasses,
sunglasses, and eyedrops, and is currently establishing a major
internet site. Until December 31, 1997, Mr. Greenberg was the Chief
Executive Officer of Sterling Vision, Inc., and Sterling Vision of
California, Inc., the franchiser of Sterling Optical, Ipco Optical,
Site for Sore Eyes, and other optical chains. Mr. Greenberg was also
Chief Executive Officer and Director of Insight Laser Centers, Inc. and
Sterling Vision Care of California, an optical HMO. For the five years
prior thereto, Mr. Greenberg served as president of Natural Cosmetic
Licensing, Inc., and its predecessor, the licenser of I-Natural
Cosmetic Products. Mr. Greenberg has served as a Director of the
Corporation and its predecessor since 1983.
(2) Mr. Yoshimoto has served as Executive Vice President of the Corporation
and its predecessor since 1989 and as the Director of Operations from
June 1985 until August 1989. Mr. Yoshimoto has served as a Director of
the Corporation and its predecessor since 1990.
(3) Mr. Aoki has served as Vice President - Marketing and a Director of the
Corporation since November 1998. For two years prior thereto, he
served as General Manager of Benihana of Tokyo, Inc. ("BOT"), the
originator of the Benihana concept and a principal shareholder of the
Corporation (see "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT"). From 1993 through 1996, Mr. Aoki served as Unit Manager
for the Corporation's Chicago and Dallas restaurants, and as Manager of
Sales for the Corporation's New York region. Mr. Aoki is the son of
Rocky H. Aoki, who resigned as Chairman of the Board and Chief
Executive Officer of the Corporation on May 18, 1998.
The following table sets forth certain information with respect to the
remaining Class I and Class II Directors, each of whom will continue in office,
and the executive officers of the Corporation.
Name Age Position with the Corporation
---- --- -----------------------------
John E. Abdo (1) 55 Class II Director
Norman Becker (2) 61 Class II Director
Joel A. Schwartz (3) 58 Class III, Director, President
and Chief Executive Officer
Darwin C. Dornbush (4) 69 Class III, Director, Secretary
Michael R. Burris (5) 49 Senior Vice President - Finance and
Treasurer
Juan C. Garcia (6) 35 Vice President-Controller
No executive officer of the Corporation has any family relationship to any
other.
- ------------------
3
<PAGE>
(1) Mr. Abdo is and currently has been for more than the last five years,
President of the Abdo Companies, Inc., a real estate development and
construction firm headquartered in South Florida. Mr. Abdo is also
the Vice Chairman of the Board of Directors and Chairman of the
Executive Committee of BankAtlantic Bancorp., Inc., the holding
company for BankAtlantic, F.S.B. Mr. Abdo is the Vice Chairman of the
Board of Directors and Chairman of the Executive Committee for
BankAtlantic, FSB. Mr. Abdo is the Vice Chairman of the Board of
Directors of BFC Financial Corporation, the second-tier holding
company for BankAtlantic Bancorp, Inc. as well as the controlling
shareholder of BankAtlantic Bancorp, Inc. Mr. Abdo has served as a
Director of the Corporation and its predecessor since 1990. (2) Mr.
Becker is currently, and has been for more than ten years, self-
employed in the practice of public accounting. Prior thereto, Mr.
Becker was a partner with Touche Ross & Co.,the predecessor of Deloitte
& Touche LLP for a period in excess of 10 years. In addition, Mr.
Becker is an officer and director of Correction Services, Inc., a
publicly-held corporation. Mr. Becker has served as a Director of the
Corporation since 1997.
(3) Mr. Schwartz has been President and a Director of the Corporation and
its predecessor since 1982 and has served as Chief Executive Officer
since May 18, 1998. He served as the Executive Vice President of BOT
from September 1980 until May 1983.
(4) Mr. Dornbush is currently and has been for more than the past five
years a partner in the law firm of Dornbush Mensch Mandelstam &
Schaeffer, LLP. He has served as the Secretary and a Director of the
Corporation and its predecessor since 1983 and as Secretary and a
Director of BOT since 1980. Mr. Dornbush is also a director
of Cantel Industries, Inc.
(5) Mr. Burris has served as Senior Vice President - Finance and Chief
Financial Officer of the Corporation since January 1999. He was
appointed Vice President - Finance and Treasurer of the Corporation
effective Janaury 1, 1995. Prior to his appointment with the
Corporation, Mr. Burris was a partner with Deloitte & Touche LLP.
(6) Mr. Garcia was appointed as Vice President - Controller effective
January 28, 1999. He served as Controller of the Corporation and its
predecessor since July 1994. Prior to his appointment with the
Corporation, Mr. Garcia served the Corporation as Assistant Controller.
COMMITTEES; MEETINGS OF THE BOARD OF DIRECTORS
The Corporation has a Compensation Committee, an Audit Committee and a
Stock Option Committee. Each such committee consists of directors who are not
employed by the Corporation: Robert B. Greenberg and Norman Becker in the case
of the Audit Committee; Robert B. Greenberg, John E. Abdo and Darwin C. Dornbush
in the case of the Compensation Committee; and Norman Becker, Darwin C. Dornbush
and John E. Abdo in the case of the Stock Option Committee. The Audit Committee
reviews the Corporation's financial statements, reviews the arrangements and
scope of the Corporation's year-end audit, reviews the Corporation's internal
accounting practices and controls and the recommendations of the Corporation's
auditors and makes recommendations to management based on its review. The
Compensation Committee reviews and approves management compensation and the
Stock Option Committee administers the Corporation's Stock Option Plans. The
Audit Committee met on two occasions and the Compensation Committee and Stock
Option Committees met from time to time during the fiscal year ended March 28,
1999.
During the fiscal year ended March 28, 1999, there were four meetings
of the Board of Directors. No director attended fewer than 75% of the meetings
of the Board and committees of which he was a member.
4
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following is information relating to the beneficial ownership of
the Corporation's Common Stock and Class A Stock by all persons known by the
Corporation to own beneficially more than 5% of the Corporation's Common Stock
and Class A Stock issued and outstanding as at June 15, 1999 and by all
executive officers and directors of the Corporation. Except as otherwise noted,
the named person owns directly and exercises sole voting power and investment
discretion over the shares listed as beneficially owned by such person.
5
<PAGE>
<TABLE>
<CAPTION>
COMMON STOCK
Name (and address if applicable) of Position with Amount and Nature of
Beneficial Owners, Officers and Directors the Corporation Beneficial Ownership Percent of Class
- ----------------------------------------- --------------- -------------------- ----------------
<S> <C> <C> <C>
Benihana of Tokyo, Inc. Stockholder 1,830,405 (1) 51.2%
8685 Northwest 53rd Terrace
Miami, Florida 33166
Trust U/W Vincent Terranova Stockholder 569,436 15.9%
33 South Park Terrace
Congers, New York 10920
Carl J. Terranova Stockholder 256,700 7.2%
159 Chrystie Street
New York, NY 10002
FMR Corp. Stockholder 341,400 9.6%
82 Devonshire Street
Boston, MA 02109
Joel A. Schwartz President and 38,333 (2) 1.1%
Chief Executive
Officer/Director
Robert B. Greenberg Director 11,690 (3) *
Taka Yoshimoto Executive Vice 8,000 (4) *
President-Restaurant
Operations/Director
John E. Abdo Director 27,500 (5) *
Norman Becker Director 2,500 (6) *
Michael R. Burris Senior Vice President- 26,000 (7) *
Finance and Treasurer
Juan C. Garcia Vice President - 2,500 (8) *
Controller
Darwin C. Dornbush Secretary/Director 17,500 (1,9) *
All (9) directors and 1,964,428 (1,10) 53.7%
officers as a group
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<PAGE>
<CAPTION>
CLASS A COMMON STOCK
Name (and address if applicable of Position with Amount and Nature of
Beneficial Owners, Officers and Directors the Corporation Beneficial Ownership Percent of Class
- ----------------------------------------- --------------- -------------------- ----------------
<S> <C> <C> <C>
Benihana of Tokyo, Inc. Stockholder 105,263 (1, 11) 3.9%
8685 Northwest 53rd Terrace
Miami, Florida 33166
Trust U/W Vincent Terranova Stockholder 329,800 12.8%
33 South Park Terrace
Congers, New York 10920
Commonwealth of Pennsylvania Stockholder 149,800 5.8%
Public School Employees'
Retirement System
5 North 5th Street
Harrisburg, PA 17101
FMR Corp. Stockholder 254,800 9.9%
82 Devonshire Street
Boston, MA 02109
Goldman, Sachs & Co. (10) Stockholder 575,100 (12) 22.4%
The Goldman Sachs Group, L.P.
85 Broad Street
New York, NY 10004
Douglas R. Rudolph Stockholder 200,000 (13) 7.2%
212 Bal Bay Drive
Bal Harbor, FL 33154
Joel A. Schwartz President and 131,667 (14) 4.9%
Chief Executive
Officer/Director
Taka Yoshimoto Executive Vice 76,667 (15) 2.9%
President-Restaurant
Operations/Director
Kevin Aoki Vice President - 3,833 (16) *
Marketing/Director
Michael R. Burris Vice President - 57,667 (17) 2.2%
Finance
Juan C. Garcia Vice President - 22,167 (18) *
Controller
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<PAGE>
<CAPTION>
CLASS A COMMON STOCK
Name (and address if applicable of Position with Amount and Nature of
Beneficial Owners, Officers and Directors the Corporation Beneficial Ownership Percent of Class
- ----------------------------------------- --------------- -------------------- ----------------
<S> <C> <C> <C>
John E. Abdo Director 242,500 (19) 9.6%
Norman Becker Director 500 (20) *
Darwin C. Dornbush Secretary/Director 1,000 (1,21) *
Robert Greenberg Director - (22) -
All (9) officers and directors 1,045,864 (23) 35.3%
as a group
- -----------------
* less than 1%
</TABLE>
(1) The capital stock of BOT (the "BOT Stock") is held in a voting trust of
which Kevin Aoki, Vice President- Marketing and a Director of the
Corporation, Darwin C. Dornbush, the Secretary and a Director of the
Corporation, and Grace Aoki, Kevin Aoki's sister, are the trustees. In
addition, beneficial interest in the BOT Stock is held by a trust of
which Messrs. Kevin Aoki and Darwin C. Dornbush are the trustees. By
reason of such positions such individuals may be deemed to share
beneficial ownership of the BOT Stock and the shares of the Corporation
owned by BOT.
(2) Includes 10 shares owned by Mr. Schwartz's son, as to which Mr.
Schwartz disclaims beneficial interest. Includes options to acquire
7,500 shares which Mr. Schwartz currently has the right to exercise.
(3) Includes 640 shares owned by Mr. Greenberg's wife and 10,000 shares
subject to options owned by Mr. Greenberg which are exercisable within
60 days.
(4) Includes 5,000 shares subject to options owned by Mr. Yoshimoto which
are currently exercisable.
(5) Includes 17,500 shares subject to options owned by Mr. Abdo which are
exercisable within 60 days.
(6) Includes 2,500 shares subject to options owned by Mr. Becker which
are exercisable within 60 days.
(7) Includes 25,000 shares subject to options owned by Mr. Burris which
are currently exercisable.
(8) Includes 2,500 shares subject to options owned by Mr. Garcia which
are currently exercisable.
(9) Includes 17,500 shares subject to options owned by Mr. Dornbush
which are exercisable within 60 days.
(10) Includes an aggregate of 87,500 shares of Common Stock subject to
options owned by such directors and officers which are exercisable
within 60 days.
(11) Comprised of 105,263 shares receivable upon conversion of 700 shares of
the Corporation's Convertible Preferred Stock owned by BOT.
(12) Based solely upon a report on schedule 13G filed by Goldman, Sachs &
Co. and the Goldman Sachs Group, L.P. relating to accounts managed or
advised by such persons. In such Schedule 13G, Goldman, Sachs & Co.
and the Goldman Sachs Group, L.P. disclaim beneficial ownership of such
shares.
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<PAGE>
(13) Comprised of 200,000 shares receivable through exercise of a warrant.
(14) Includes 131,667 shares subject to options owned by Mr. Schwartz which
are exercisable within 60 days; does not include 88,333 shares subject
to options not exercisable within 60 days.
(15) Includes 76,667 shares subject to options owned by Mr. Yoshimoto which
are exercisable within 60 days; does not include 53,333 shares subject
to options not exercisable within 60 days.
(16) Includes 3,333 shares subject to option owned by Mr. Aoki which are
exercisable within 60 days; does not incude 6,667 shares which are not
exercisable within 60 days.
(17) Includes 56,667 shares subject to options owned by Mr. Burris which
are exercisable within 60 days; does not include 38,333 shares which
are not exercisable within 60 days.
(18) Includes 22,167 shares subject to options owned by Mr. Garcia which
are exercisable within 60 days, does not include 23,333 shares which
are not exercisable within 60 days.
(19) Includes 200,000 shares owned by a trust, of which Mr. Abdo is the sole
trustee and beneficiary. Does not include 10,000 shares subject to
options not exercisable within 60 days.
(20) Does not include 10,000 shares subject to options owned by Mr. Becker
not exercisable within 60 days.
(21) Does not include 10,000 shares subject to options owned by Mr. Dornbush
not exercisable within 60 days.
(22) Does not include 10,000 shares subject to options owned by Mr.Greenberg
not exercisable within 60 days.
(23) Includes an aggregate of 290,500 shares of Class A Common Stock subject
to options owned by such directors and officers which are exercisable
within 60 days; does not include 250,000 shares subject to options not
exercisable within 60 days.
Rules promulgated by the Securities and Exchange Commission (the "SEC")
govern the reporting of securities transactions by directors, executive officers
and holders of 10% or more of the Corporation's Common Stock or Class A Stock.
Based solely upon its review of copies of reports filed with the SEC and
received by the Corporation, the Corporation believes that its directors and
executive officers have filed all required reports on a timely basis. Except for
one filing with respect to Mr. Garcia, Vice President-Controller was
inadvertently filed late.
9
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth, for the fiscal years ended March 28,
1999, March 29, 1998, and March 30, 1997, compensation paid by the Corporation
and its predecessors (see "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS") to
the Chief Executive Officer and to the other executive officers of the
Corporation who received more than $100,000 in salary and bonus during fiscal
year 1999, including salary, bonuses, stock options and certain other
compensation:
<TABLE>
SUMMARY COMPENSATION TABLE
Annual Compensation
<CAPTION>
Long-Term Compensation(1)
Name and Principal Position Year Salary Bonus Payouts(1) Options
- --------------------------- ---- ------ ----- ---------- -------
<S> <C> <C> <C> <C> <C>
$ $ $ #
Rocky H. Aoki, Consultant; 1999 500,000 154,667 50,000
former Chairman of the 1998 396,154 136,667 165,000
Board (2) 1997 350,000 86,666 35,000
Joel A. Schwartz, President 1999 279,519 99,667 50,000
and Chief Executive 1998 252,980 95,000 95,000
Officer (2) 1997 247,692 63,334 25,000
Taka Yoshimoto, Executive 1999 150,709 61,333 30,000
Vice President (4) 1998 137,788 60,000 50,000
1997 134,615 40,000 15,000
Michael R. Burris, Senior 1999 137,500 51,333 20,000
Vice President-Finance 1998 127,644 50,000 40,000
and Treasurer (5) 1997 125,000 33,334 10,000
- -------------------
</TABLE>
(1) The Corporation has a long term Administrative Incentive Compensation
Plan and Employee Stock Option Plans described herein. The Corporation
does not award stock appreciation rights or restricted stock awards.
(2) Rocky H. Aoki resigned as Chairman of the Board, Chief Executive
Officer and as a director of the Corporation and BOT effective May 18,
1998. Mr. Aoki continues to serve the Corporation as a consultant at an
annual salary of $500,000, pursuant to the terms of a five year
employment agreement with the Corporation, entered into effective May
15, 1995 and amended December 11, 1997 and May 18, 1998. The agreement
provides for annual salary increases based on cost-of-living
adjustments and bonuses and additional salary increases as may be
determined by the Board from time to time. The agreement also provides
that if the Corporation should experience a "change-in-control" (as
therein defined), Mr. Aoki will have the right to terminate his
consulting arrangement and receive a severance pay equal to his base
compensation for the remainder of the term of the agreement. Mr. Aoki
is prohibited from competing with the Corporation for a period of three
years after his termination with the Corporation.
(3) Joel A. Schwartz, the President and Chief Executive Officer of the
Corporation, is employed by the Corporation on a full-time basis at an
annual salary of $255,000, pursuant to the terms of a five year
employment agreement with the Corporation entered into effective May
15, 1995 and amended December 11, 1997. The amended agreement expires
December 2002. The agreement provides for annual salary increases based
on cost-of-living adjustments and bonuses and additional salary
increases as may be determined by the Board from time to time. Mr.
Schwartz is prohibited from competing with the Corporation for a period
of one year after any termination of his employment with the
Corporation.
10
<PAGE>
(4) Pursuant to the terms of an Employment Agreement entered into as of
April, 1995 and amended December 11, 1997. Mr. Yoshimoto, Executive
Vice President of the Corporation, is employed at an annual
salary of $140,000. The amended agreement expires December 2000.
Mr. Yoshimoto is prohibited from competing with the Corporation
for a period of one year after certain termination of employment
with the Corporation.
(5) Pursuant to the terms of an Employment Agreement entered into as
of January 1, 1995 and amended December 11, 1997. Mr. Burris,
Senior Vice President of Finance and Treasurer of the
Corporation, is employed at an annual salary of $137,500. The
amended agreement expires December 2000. Mr. Burris is prohibited
from competing with the Corporation for a period of one year
after certain termination of employment with the Corporation.
Stock Options
The Corporation maintains the 1994 Employees' Stock Option Plan (the
"1994 Plan"); the 1996 Class A Stock Option Plan (the "1996 Plan") and the 1997
Employees Class A Stock Option Plan (the "1997 Plan") for employees, and a plan
for directors, the Directors' Stock Option Plan (the "Directors' Plan), see
"Directors' Compensation." The 1994 Plan makes available for grant options to
purchase 500,000 shares of Common Stock; of such options, options to purchase
10,000 shares have been granted and options to purchase 490,000 shares are
available for grant. The 1996 Plan makes available for grant options to purchase
300,000 shares of Class A Common Stock; of such options to purchase 288,507
shares have been granted and options to purchase 11,493 shares are available for
grant. The 1997 Plan makes available for grant options to purchase 750,000
shares of Class A Common Stock of; such options to purchase 657,000 have been
granted and options to purchase 93,000 are available for grant. In addition, as
of March 28, 1999, options to purchase 36,000 shares of Common Stock were
outstanding under employee stock option plans of the Corporation which have
expired.
The purpose of the 1994 Plan, the 1996 Plan, 1997 Plan and Directors'
Plan is to enable the Corporation to attract, retain and motivate key employees
and directors by providing them an equity participation in the Corporation.
Employees of BOT are also eligible to participate in the 1994 Plan and 1996
Plan. The 1994 Plan, 1996 Plan and 1997 Plan provide for incentive stock options
(ISO's) under Section 422A of the Internal Revenue Code of 1986, as amended, and
for options which are not ISO's. Options granted under the 1994 Plan, 1996 Plan
and the 1997 Plan may not have terms exceeding ten years, and in the case of the
options which are ISO's, may not provide for an option exercise price of less
than 100% of the fair market value of the Corporation's Common Stock on the day
of the grant (110% of such fair market value in the case of optionees holding
10% or more of the combined voting rights of the Corporation's securities). In
the 1995 merger of BNC into a subsidiary of the Corporation (the
"Reorganization"), each option to purchase shares of BNC stock under BNC's stock
option plans automatically became an outstanding option to purchase an equal
number of shares of Common Stock of the Corporation at the price provided by
such options.
Options Granted in Fiscal 1999
The following information is furnished for the fiscal year ended March
28, 1999 with respect to the individuals set forth in the Summary Compensation
Table who were granted stock options during the fiscal year ended 1999 that
received more than $100,000 in salary and bonuses during the fiscal year ended
1999. Options to purchase 169,500 shares of Class A Stock were granted on
September 10, 1998 under the 1997 Plan.
<TABLE>
<CAPTION>
% of Total
Options Potential Realized Value at
Number Granted to Assumed Annual Rates of
Of Employees in Option Expiration Stock Appreciation for
Options Fiscal Year Price Date Option Term
------- ------------ ------ ---------- ----------------------------
<S> <C> <C> <C> <C> <C> <C>
5% 10%
-- ---
Rocky H. Aoki 50,000 29.5% $ 7.06 September 10, 2008 $222,078 $562,790
Joel A. Schwartz 50,000 29.5% $ 7.06 September 10, 2008 $222,078 $562,790
Taka Yoshimoto 30,000 17.7% $ 7.06 September 10, 2008 $133,247 $337,674
Michael R. Burris 20,000 11.8% $ 7.06 September 10, 2008 $ 88,831 $225,116
</TABLE>
11
<PAGE>
Aggregate Option Exercise in Fiscal 1999 and Fiscal Year End Option Values
The following information is furnished for the fiscal year ended March
28, 1999 for stock option exercises during such fiscal year and the value
realized upon exercise by the individuals set forth in the Summary Compensation
Table during the fiscal year ended March 28, 1999 and the value of outstanding
options held by such executive officer as of March 28, 1999.
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised in the
Options at 3/28/99 Money Options at 3/28/99
---------------------------- ---------------------------
Shares
Acquired on Value Non- Non-
Name Exercise Realized Exercisable Exercisable Exercisable Exercisable
- ---- ------------ -------- ----------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
COMMON STOCK: # $ # # $ $
Joel A. Schwartz -0- -0- 7,500 -0- 61,875 -0-
Taka Yoshimoto -0- -0- 5,000 -0- 41,250 -0-
Michael R. Burris -0- -0- 25,000 -0- 83,750 -0-
CLASS A COMMON
STOCK:
Rocky H. Aoki -0- -0- 175,000 75,000 220,231 127,083
Joel A. Schwartz -0- -0- 115,000 55,000 199,479 127,083
Taka Yoshimoto -0- -0- 65,000 30,000 125,938 76,250
Michael R. Burris -0- -0- 48,333 21,667 89,167 50,833
</TABLE>
Deferred Compensation Plans
The Corporation has a deferred compensation plan whereby certain key
employees may elect to defer up to 20% of their salary and up to 100% of their
bonus until retirement or termination of employment. Employees may select from
various investment options for their account. Investment earnings are credited
to their accounts.
Incentive Plan
Restaurant Incentive Plan. The Corporation maintains an incentive bonus
program under which certain of its administrative and restaurant employees,
based on their performance, may be eligible for cash awards.
Under the restaurant incentive program, the awards are divided among
restaurant management personnel and chefs who have been determined to have
contributed significantly to the Corporation's operating goals. In addition,
incentive bonuses of small numbers of shares of Common Stock are also offered to
selected restaurant employees.
Administrative Incentive Compensation Plan. Under the Administrative
Incentive Compensation Plan, awards are allocated to employees in the
Corporation's headquarters, including executive officers, if the Corporation
exceeds annual targeted returns on equity as determined by the Compensation
Committee of the Board of Directors. The purpose of the plan is to align the
interests of management and the Corporation's stockholders by providing
incentives, which are directly related to identified operating objectives, to
the officers and administrative employees of the Corporation and its
subsidiaries upon whose judgment, initiative and efforts the Corporation largely
depends for the successful conduct of its business. Awards are made by the
Compensation Committee of the Board of Directors and the senior management of
the Corporation out of a bonus pool which is a predetermined percentage of the
amount by which the Corporation's Net Income After Taxes exceeds the amount
required for the annual targeted return on equity for such year. For awards in
excess of $1,000, one-third of the amount awarded is paid immediately to the
employee and the remaining two-thirds is payable ratably over the succeeding two
years. Amounts allocated under the plan may be taken in cash or deferred in a
non-qualified deferred compensation plan. The amount of award for any individual
is capped at 50% of the employee's eligible salary, which is defined as the
amount of ordinary salary less 40% of the FICA salary base.
12
<PAGE>
For the purposes of this Plan, the return on equity is computed by
dividing after tax income (computed before allocations to the Incentive
Compensation Plan) by the amount of stockholders' equity as of the beginning of
the year. The target rate of return on equity, which is approved annually by the
Compensation Committee of the Board of Directors was 16% for the fiscal year
ended March 28, 1999, which rate represented a Net Income After Taxes of
$4,516,000. During fiscal year 1999, amounts were paid with respect to
performance awards granted in 1997 and 1998. For the fiscal year ended March 28,
1999, $575,000 was accrued under the plan for payment of bonuses to employees,
including executive officers. Shareholder approval is being sought at the
Meeting (see Proposal 3) to permit participants in the Plan to elect to receive
all or a portion of their awards under the Plan in shares of the Corporation's
Class A Common Stock.
Directors' Compensation
Non-employee directors of the Corporation receive directors' fees of
$12,000 a year plus $1,000 for each meeting attended and $500 for each committee
meeting attended. All directors are reimbursed for expenses incurred on behalf
of the Corporation.
In addition, each director who is not an employee of the Corporation
participates in the Directors' Plan pursuant to which options to purchase 2,500
shares of Common Stock have been granted in each year since 1994 thru 1997, and
options to purchase 10,000 shares of Class A Common Stock were granted in 1998
and pursuant to which options to purchase an additional 10,000 shares of Class A
Common Stock will be automatically granted annually to each such non-employee
director on the date of the Corporation's Annual Meeting of Stockholders. Each
option granted under the Director's Plan has an exercise price equal to the fair
market value of the Common Stock on the date of grant for a term of 10 years and
becomes exercisable as to 50% of the number of shares covered thereby on each of
the first two anniversaries of the date of grant. As amended, the Directors'
Plan authorizes the grant of options to purchase an aggregate of 35,000 shares
of Common Stock and 200,000 shares of Class A Common Stock; as of March 28,
1999, options to purchase an aggregate of 35,000 shares of Common Stock and
options to purchase an aggregate of 40,000 shares of Class A Common Stock,
respectively, have been granted under the Directors' Plan.
Compensation Committee Interlocks
and Insider Participation
The Corporation's Compensation Committee consists of each of John E.
Abdo, Robert B. Greenberg and Darwin C. Dornbush, each of whom is a non-employee
member of the Corporation's Board of Directors.
None of such committee members was an officer or employee of the
corporation or had any relationship with the Corporation requiring disclosure
under the heading "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS", except for
Darwin C. Dornbush, who serves as the Secretary of the Corporation.
REPORT ON EXECUTIVE COMPENSATION BY THE
COMPENSATION COMMITTEE AND STOCK OPTION COMMITTEE
Compensation Policy. The Corporation's Compensation Committee is
responsible for setting and administering the policies which govern annual
executive salaries, raises and bonuses. In addition, the Corporation's
Stock Option Committee is responsible for administering the Corporation's
Employee Stock Option Plans. The Compensation Committee consists of each of
John E. Abdo, Robert B. Greenberg and Darwin C. Dornbush, each of whom is a
non-employee member of the Corporation's Board of Directors. The Stock
Option Committee consists of Norman Becker, Darwin C. Dornbush and John E.
Abdo.
The policy of the Compensation Committee is to recommend compensation
for the Corporation's Chief Executive Officer and the Corporation's other
executive officers, reflecting the contribution of such executives to the
Corporation's growth in sales and earnings, and the implementation of the
Corporation's strategic plans for growth. In addition, in order to assure the
Corporation's ability to attract and retain managerial talent, an attempt is
made to keep compensation competitive with compensation offered by other
restaurant companies of comparable quality, size and performance.
13
<PAGE>
Long-term incentive compensation policy consists of the award of stock
options under the Corporation's stock option plans, which serve to identify the
reward for executive performance with increases in value for stockholders and
bonuses under the Corporation's Administrative Incentive Compensation Plan.
Corporation's Performance and Chief Executive Officer Compensation.
Executive compensation for the fiscal year ended March 28, 1999 consisted of
base salary and bonus. The Compensation Committee met from time to time during
such fiscal year. All salary compensation paid to the Chief Executive Officer
and to the Corporation's other executive officers during the fiscal year ended
March 28, 1999 was in accordance with the terms of written employment agreements
with such officers.
In addition, the former Chief Executive Officer and each of the
Corporation's other executive officers received awards during the fiscal year
ended March 28, 1999 under the Corporation's Administrative Incentive
Compensation Plan. Under this Plan, the aggregate amount available for awards to
all executive officers is determined by a formula based on the amount by which
return on the Corporation's stockholder's equity exceeds preset targets;
allocation of this amount among the Chief Executive Officer and the other
executive officers is made by the Compensation Committee (in the case of the
Chief Executive Officer) and by the Chief Executive Officer (in the cases of the
other executive officers) based upon the level of management responsibility of
the various executive officers and the relative contributions of each to the
long-term success and increase in profitability of the Corporation. Each of
these factors was equally considered.
The Stock Option Committee awarded stock options under the 1997 Plan to
the former Chairman of the Board and each of the Corporation's other executive
officers during the fiscal year ended March 28, 1999, as described in the table
above entitled "Options Granted in Fiscal 1999" in the amounts described
therein. The Stock Option Committee determined to continue the Corporation's
longstanding policy of using the award of stock options (which provide value to
the executive over time as growth in the market price in the Corporation's stock
reflects the successful achievement of the Corporation's business objectives) to
identify the success of the corporation's executives with the growth in equity
value to the Corporation's stockholders. The size of the awards made were
determined based upon the level of management responsibility of various
executive officers, their respective contribution to the achievement of the
performance objectives of the Corporation and the Committee's view of an
appropriate equity position to be maintained by the Corporation's executive
officers in light of the Corporation's market capitalization. Each of these
factors was equally considered.
Compensation Committee
John E. Abdo
Robert B. Greenberg
Darwin C. Dornbush
Stock Option Committee
John E. Abdo
Norman Becker
Darwin C. Dornbush
14
<PAGE>
PERFORMANCE GRAPH
Comparison of five year cumulative return among Benihana Inc., the NASDAQ stock
market-US index and a peer group.
<TABLE>
<CAPTION>
FISCAL YEAR ENDING
COMPANY 1994 1995 1996 1997 1998 1999
- ------- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Benihana Inc. 100.00 255.68 422.73 290.91 454.55 472.73
SIC Code Index 100.00 101.35 131.93 124.87 154.53 201.05
NASDAQ Market Index-U.S. 100.00 105.74 143.28 162.90 239.66 319.88
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
BOT owns shares representing approximately 51.2% of the votes
represented by the Corporation's Common Stock, which class elects 75% of the
directors and, therefore, BOT is able to control the Corporation through the
election of a majority of its directors.
The BOT Stock is held in a voting trust of which Kevin Aoki, Vice
President-Marketing and a Director of the Corporation, Darwin C. Dornbush, the
Secretary and a Director of the Corporation, and Grace Aoki, Kevin Aoki's
sister, are the trustees. In addition, beneficial interest in the BOT Stock is
held by a trust of which Messrs. Kevin Aoki and Darwin C. Dornbush are the
trustees.
The Corporation originally acquired a substantial portion of its assets
(including 11 Benihana restaurants) from BOT in 1983. On May 15, 1995 the
Corporation, pursuant to the terms of an Agreement and Plan of Reorganization
dated as of December 27, 1994 and amended as of March 17, 1995 (the
"Reorganization Agreement") by and among the Corporation, BNC Merger Corp., a
Delaware corporation and the Corporation's wholly-owned subsidiary ("Mergerco"),
BNC and BOT, acquired 17 company-owned and 4 licensed Benihana restaurants (the
"BOT Restaurants") from BOT and all rights to the Benihana name and BOT's trade
names, service marks and proprietary systems in the United States (except for
rights related to the State of Hawaii described below) and Central and South
America and the islands in the Caribbean Sea (the "Territory") for consideration
consisting of (i) $3,000,000 in cash, (ii) 2,000 shares of the Corporation's
Series A Convertible Preferred Stock (the "Preferred Stock") which have an
aggregate liquidation preference of $2,000,000 and are convertible into 300,000
shares of the Corporation's Class A Stock, (iii) 76,905 shares of the
Corporation's Common Stock and (iv) a 7 1/2% , 5-year, unsecured promissory note
of the Corporation in the principal amount of $650,000. In addition the
Corporation assumed the ordinary course of business liabilities of BOT relating
to the BOT Restaurants of approximately $6,307,000 (including capitalized lease
obligations) at May 15, 1995. Simultaneously therewith and also pursuant to the
Reorganization Agreement, Mergerco was merged into BNC and BNC became a
wholly-owned subsidiary of the Corporation. Under the terms of the
Reorganization Agreement, each BNC stockholder became entitled to receive one
share of the Common Stock of the Corporation for each share of BNC Common Stock
owned and one share of the Class A Stock of the Corporation for each share of
BNC Class A Common Stock owned and each option or warrant to acquire shares of
BNC stock became an identical option or warrant to purchase the same number of
shares of the same class of the Corporation's stock at the same price.
Under the Reorganization Agreement, BOT retained its ownership of a
Benihana restaurant in Honolulu, Hawaii (the "Honolulu Restaurant") and all
rights to the Marks and related intellectual property outside the Territory. The
Corporation also granted to BOT a perpetual license to operate the Honolulu
Restaurant and an exclusive license to own and operate Benihana restaurants in
Hawaii (the "Hawaiian Restaurants"). This license is royalty free with respect
to any Hawaiian restaurant beneficially owned by Rocky H. Aoki. The Corporation
has a right of first refusal to purchase any Hawaiian restaurant or any joint
venture or sublicensing thereof proposed to be made by BOT with an unaffiliated
third party; and, in the event any Hawaiian restaurant is sold, sublicensed or
transferred to a third party not affiliated with Rocky H. Aoki, the Corporation
will be entitled to receive royalties from such restaurant equal to 6% of gross
revenues.
15
<PAGE>
PROPOSAL 3:
The Corporation is requesting shareholder approval for a proposal to
permit participants in the Corporation's Administrative Incentive Compensation
Plan (the "Plan") to elect to receive all or a portion of their awards under the
Plan in shares of the Corporation's Class A Common Stock.
The Plan was adopted in 1996 to improve the long term sustainable
results of operations of the Corporation by more fully aligning the interests of
management and key employees with the shareholders of the Corporation by making
available to employees at the Corporation's headquarters, including executive
officers, potential annual incentive compensation based on the Corporation's
financial results. Under the Plan, prior to each of the Corporation's fiscal
years, the Compensation Committee of the Board of Directors establishes a target
return on the stockholders' equity for the ensuing fiscal year. A portion,
determined by a formula in the Plan, of the amount by which the Corporation's
actual Net Income for such fiscal year exceeds the Net Income required to
produce the target return on stockholders' equity, is available for allocation
among the approximately 50 executive, managerial and staff and administrative
employees at the Corporation's Miami, Florida headquarters. Bonus allocations
are made from the available amount by the Compensation Committee (in the case of
the Chief Executive Officer) and by the Corporation's senior executives (for all
other eligible employees) on the basis of the eligible salaries (as defined in
the Plan) of such employees. If this proposal is approved, recipients of bonuses
will have the option to receive all or a portion of their bonuses in Class A
Common Stock at a price equal to 85% of its then current market price, computed
on the basis of the average closing price of the Class A Common Stock on the
seven trading days immediately preceding the amount of the bonus awards.
During the Corporation's fiscal year ended March 28, 1999, each of the
following persons set forth in the Summary Compensation Table received bonus
payments under the Plan as follows:
NAME POSITION AMOUNTS OF PAYMENTS
---- -------- -------------------
Rocky H. Aoki Consultant, Chairman of $154,667
the Board and CEO 1
Joel A. Schwartz President and CEO 2 $ 99,667
Taka Yoshimoto Executive Vice President $ 61,333
Michael R. Burris Senior Vice President-Finance $ 51,333
All (6) Executive Officers as a Group $386,000
All employees, other than Executive Officers, as a Group $ 85,933
If the stock purchase feature of the Plan had been approved prior to
the start of the Corporation's Fiscal Year ended March 28, 1999, the Plan
participants would have had the option to receive to purchase shares of the
Corporation's Class A Common Stock at a price of $9.38 per share, which would
have been 85% of the average market price of the Class A Common Stock during the
seven trading day period immediately preceding the announcement of the bonus
awards for all or a portion of the payments described in the foregoing table.
The feature of the Plan permitting recipients of bonuses to elect to
receive all or a portion of their bonuses in the Corporation's Class A Common
Stock was a part of the Plan when the Plan was adopted by the Board in 1996,
but, in accordance with the rules of the National Association of Securities
Dealers, Inc. relating to the use of the Corporation's stock in compensation
plans, implementation of this feature was suspended pending shareholder
approval. The Board of Directors recommends a vote FOR this proposal 3 because
it believes that permitting employees to receive their bonuses in whole or in
part in shares of the Corporation's Class A Common Stock will more fully effect
the purpose of the Plan which is to align the interests of the executive
officers and other headquarters employees with the interests of the
Corporation's shareholders and to provide incentive compensation to such
employees which relates directly to increases in shareholder value.
- ---------------
1 Mr. Aoki served as Chairman of the Board and Chief Executive Officer
until May 18, 1998 and has served as a consultant since that date.
2 Mr. Schwartz has served as Chief Executive Officer since May 18, 1998.
16
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE
IN FAVOR OF PERMITTING PARTICIPANTS IN THE PLAN TO ELECT TO RECEIVE
ALL OR A PORTION OF THEIR AWARD UNDER THE PLAN IN SHARES OF THE
CORPORATION'S CLASS A COMMON STOCK
PROPOSAL 4: RATIFICATION OF DELOITTE & TOUCHE LLP AS ACCOUNTANTS
The firm of Deloitte & Touche LLP, or its predecessor Touche Ross &
Co., has audited the financial statements of the Corporation and its predecessor
since its formation in 1982 and the Board of Directors desires to continue the
services of that firm for the current fiscal year ending March 26, 2000. The
affirmative vote of a majority of the votes cast on the proposal at the Meeting
is required to ratify such appointment. This vote is not required by the
Corporation's Certificate of Incorporation or By-Laws. However, the Board of
Directors will appoint other independent public accountants if the appointment
of Deloitte & Touche LLP is not approved by a majority of the votes of the
shares represented and voting thereon at the Meeting. A representative of
Deloitte & Touche LLP is expected to be present at the Meeting and will have the
opportunity to make a statement if he or she wishes and will be available to
respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE
IN FAVOR OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP
17
<PAGE>
ANNUAL REPORT
The Corporation's 1999 Annual Report is being mailed to stockholders
contemporaneously herewith.
STOCKHOLDER PROPOSALS
Stockholder proposals which are intended for inclusion in the
Corporation's Proxy Statement for the Meeting to be held in 2000 should be
addressed to the Assistant Secretary of the Corporation at 8685 Northwest 53rd
Terrace, Miami, Florida 33166, and must be received no later than February 12,
2000.
In order to comply with applicable provision of the Corporation's
By-Laws, stockholders intending to present proposals at the Annual Meeting to be
held in 2000 must give notice thereof to the Secretary of the Corporation no
earlier than 60 days or later than 30 days prior to the date of such Annual
Meeting. In addition, in accordance with applicable rules of the Securities and
Exchange Commission, proxies submitted in connection with the 2000 Annual
Meeting may confer discretionary authority to vote in respect of any matter to
come before such meeting as to which the Corporation has not received notice by
May 1, 2000.
PROXY STATEMENT EXPENSES
Proxies will be solicited by mail. Certain officers and regular
employees of the Corporation may solicit the return of proxies by telephone,
telegraph or personal interview. No such officers and regular employees of the
Corporation will receive additional compensation for their soliciting efforts.
Brokerage houses will be requested to forward the soliciting materials to
beneficial owners. The expenses in connection with the solicitation of the
accompanying forms of proxy, including the cost of preparing, printing and
mailing the Notice of Meeting, Proxy Statement and forms of proxy either have
been or will be borne by the Corporation.
FORM 10-K
THE CORPORATION WILL PROVIDE WITHOUT CHARGE TO EACH STOCKHOLDER, UPON WRITTEN
REQUEST DIRECTED TO JUAN C. GARCIA, ASSISTANT SECRETARY, AT 8685 NORTHWEST 53RD
TERRACE, MIAMI, FLORIDA 33166, A COPY OF THE CORPORATION'S ANNUAL REPORT ON FORM
10-K (INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO) FOR THE FISCAL
YEAR ENDED MARCH 28, 1999.
Date: June 15, 1999 Order of the Board of Directors
---------------------------------
By: Darwin C. Dornbush, Secretary
18
<PAGE>
BENIHANA INC.
Class A Common Stock
Proxy - For the Annual Meeting of Stockholders -August 5, 1999.
This Proxy is solicited on behalf of the Board of Directors.
The undersigned stockholder of BENIHANA INC., revoking any previous
proxy for such stock, hereby appoints Joel A. Schwartz and Darwin C. Dornbush,
or any one of them, the attorneys and proxies of the undersigned, with full
power of substitution, and hereby authorizes them to vote all shares of Class A
Common Stock of BENIHANA INC. which the undersigned is entitled to vote at the
Annual Meeting of Stockholders to be held on August 5, 1999 at 10:00 a.m. at
Doral Hotel & Country Club, 4400 N.W. 87th Avenue, Miami, Florida 33178, and any
adjournment thereof on all matters coming before said meeting.
In the event no contrary instructions are indicated by the undersigned
stockholder, the proxies designated hereby are authorized to vote the shares as
to which the proxy is in accordance with the recommendation of the Board of
Directors set forth on this card.
The Board of Directors Recommends a Vote FOR Proposal 2, Proposal 3 and Proposal
4.
For each proposal, mark one box |_| in blue or black ink.
Proposal 2. Election of Director
FOR THE NOMINEE WITHHOLD AUTHORITY
Robert B. Greenberg
Class I Director
|-| |-|
Proposal 3. Activate Stock Feature of the Administrative Incentive
Compensation Plan.
FOR AGAINST ABSTAIN
|-| |-| |-|
Proposal 4. Ratification of Deloitte & Touche LLP as Accountants.
FOR AGAINST ABSTAIN
|-| |-| |-|
19
<PAGE>
Please sign here exactly as your name(s) appear(s) on this Proxy.
- -----------------------------------------------------------------
(Signature)
- -----------------------------------------------------------------
(Signature)
Dated:--------------------------
If signing for an estate, trust or corporation, title or capacity should be
stated. If shares are held jointly, each holder should sign. If a partnership,
sign in partnership name by authorized person.
20
<PAGE>
BENIHANA INC.
Common Stock
Proxy - For the Annual Meeting of Stockholders - August 5, 1999.
This Proxy is solicited on behalf of the Board of Directors.
The undersigned stockholder of BENIHANA INC., revoking any previous
proxy for such stock, hereby appoints Joel A. Schwartz and Darwin C. Dornbush,
or any one of them, the attorneys and proxies of the undersigned, with full
power of substitution, and hereby authorizes them to vote all shares of Common
Stock of BENIHANA INC. which the undersigned is entitled to vote at the Annual
Meeting of Stockholders to be held on August 5, 1999 at 10:00 a.m. at Doral
Hotel & Country Club, 4400 N.W. 87th Avenue, Miami, Florida 33178, and any
adjournments thereof on all matters coming before said meeting.
In the event no contrary instructions are indicated by the undersigned
stockholder, the proxies designated hereby are authorized to vote the shares as
to which the proxy is in accordance with the recommendation of the Board of
Directors set forth on this card.
The Board of Directors Recommends a Vote FOR the election of the nominee of the
Board of Directors (Proposal 1), and FOR Proposal 3 and Proposal 4.
For each proposal, mark one box |_| in blue or black ink.
Proposal 1. Election of Directors.
FOR THE NOMINEE WITHHOLD AUTHORITY
Taka Yoshimoto
Class I Director
|-| |-|
Kevin Aoki
Class III Director
|-| |-|
Proposal 3. Activate Stock Feature of the Administrative Incentive
Compensation Plan.
FOR AGAINST ABSTAIN
|-| |-| |-|
Proposal 4. Ratification of Deloitte & Touche LLP as Accountants.
FOR AGAINST ABSTAIN
|-| |-| |-|
21
<PAGE>
Please sign here exactly as your name(s) appear(s) on this Proxy.
- ----------------------------------------------------------------
(Signature)
- ----------------------------------------------------------------
(Signature)
Dated:----------------------
If signing for an estate, trust or corporation, title or capacity should be
stated. If shares are held jointly, each holder should sign. If a partnership,
sign in partnership name by authorized person.
22
<PAGE>
