BENIHANA INC
10-Q/A, 2000-12-28
EATING PLACES
Previous: SYSTEMONE TECHNOLOGIES INC, 8-K, EX-99.1, 2000-12-28
Next: SEPARATE ACCOUNT A OF PACIFIC LIFE INSURANCE CO, 485APOS, 2000-12-28






                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A

     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                      For the Quarter Ended October 8, 2000

                                       or,

     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                           Commission File No. 0-26396

                                  Benihana Inc.
            ---------------------------------------------------------
             (Exact name of registrant as specified in its charter)


              Delaware                          65-0538630
             ----------                      -----------------
       (State or other jurisdiction of        (I.R.S. Employer
       incorporation or organization)         Identification No.)


                8685 Northwest 53rd Terrace, Miami, Florida 33166
                -------------------------------------------------
               (Address of principal executive offices)    (Zip Code)

       Registrant's telephone number, including area code: (305) 593-0770


                                      None
-------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last report


           Indicate  by check  mark  whether  the  registrant  (1) has filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No

           Indicate  by  number of shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practicable date.


  Common Stock $.10 par value, 3,579,116 shares outstanding at November 8, 2000


           Class  A  Common   Stock   $.10  par  value,
         2,589,213 shares outstanding at November 8, 2000




<PAGE>


BENIHANA INC. AND SUBSIDIARIES

PART II - Other Information

Item 4.  Results of Vote of Security Holders.

        (a)     The registrant held its annual meeting of stockholders on
                August 3, 2000.

        (b)     The following directors were elected at the meeting:

                        John E. Abdo and Norman Becker

                Other  directors  whose term of office  continue  after the
                meeting are set forth below:

                        Joel A. Schwartz, Darwin C. Dornbush, Robert B.
                        Greenberg, Taka Yoshimoto and Kevin Aoki

        (c)     At the annual meeting,  holders of the registrant's  Common
                Stock voted to elect a Class II director and holders of the
                registrant's Class A Common Stock voted to elect a Class II
                Director for a term of three years. In addition, holders of
                the  registrant's  Common  Stock and Class A Common  Stock,
                voting  together as a single class,  voted for the approval
                of the adoption of the 2000 Employees  Class A Common Stock
                Option  Plan;  voted for the  ratification  of  Deloitte  &
                Touche  LLP  to  serve  as  the  registrant's   independent
                certified  public  accountants  for the fiscal  year ending
                April 1, 2001;  and voted  against a  stockholder  proposal
                recommending  that  the two  classes  of  Common  Stock  be
                combined into a single class.

                At the meeting,  the  following  votes for and against,  as
                well as the number of abstentions and broker non-votes were
                recorded for each matter as set forth below

<TABLE>
                     <S>                           <C>             <C>             <C>            <C>                <C>
                                                                                                  WITHHOLD           NON-
                     MATTER                        FOR             AGAINST         ABSTAIN        AUTHORITY          VOTES
                     -----------------------------------------------------------------------------------------------------

                     Election of Directors:

                     Class II
                     Norman Becker                 3,455,787                                      42,000

                     Class II
                     John E. Abdo                  2,067,200                                      158,090

                     Approval to adopt the
                     2000 Employees Class
                     A Common Stock
                     Option Plan:                  3,000,042         528,857        6,644

                     Ratification of
                     Independent Public
                     Accountants:                  3,717,007           1,970        1,339

                     Shareholder proposal
                     recommending that
                     the two classes of
                     Common Stock be
                     combined into a
                     single class:                    518,690      3,005,957       10,896

</TABLE>

<PAGE>



                                   SIGNATURES



Pursuant to the  requirements of Section 13 or 15(d) 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.
                                     (Registrant)




Date    December 28, 2000            /s/ Joel A. Schwartz
     ----------------------         ------------------------------------
                                     Joel A. Schwartz
                                     President




                                     /s/ Michael R. Burris
                                    -------------------------------------
                                     Michael R. Burris
                                     Chief Financial Officer






© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission