Benihana's special meeting proposal to simplify its capital structure by reclassifying each Class A common share into one share of common stock (previously reported in this space on June 10) did not receive the required approval by a majority of the outstanding common shares on September 12. All other classes of stock voted a majority of shares outstanding in favor of the proposal. The reclassification proposal required the higher burden of not just a majority of shares voting, but a majority of all outstanding common shares.
Benihana of Tokyo, Inc. ("BOT"), the company's largest shareholder owning approximately 36.8% of the common shares and 26.8% of the voting power, expressed concerns about the reclassification proposal in a letter to the Benihana Inc. board of directors that is included as an exhibit to the Schedule 13D filed June 22 (SEC file no. 005-48717). On August 5, BOT filed a Proxy Statement on Form DEFC14A to solicit votes against the proposed reclassification, stating it "would benefit certain of the Company’s insiders...while diluting and disenfranchising the vast majority" of the common stockholders.
In a press release filed by Benihana with a Form 8-K on September 12, the company indicated that it would re-file an S-4 Registration Statement to enable stockholders to vote again on the reclassification proposal as soon as possible. Regarding such vote, the company said that it has been informed by BFC Financial Corporation that it intends to convert additional shares of its Series B preferred stock into common stock prior to the new record date to help obtain shareholder approval. The new Form S-4 was filed on September 14, file no. 333-176842.
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