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EX-99.1 - EXHIBIT 99.1 - BENIHANA INCex99_1.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K


CURRENT REPORT


Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of report (Date of earliest event reported):     August 22, 2011

 
BENIHANA INC.
 
 
(Exact name of registrant as specified in its charter)
 


 
Delaware
 
0-26396
 
65-0538630
 
 
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
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 or former address, if changed since last report
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

 
x
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


 
 

 
 
Item 8.01
Other Events

On August 22, 2011, following conversations with Institutional Shareholder Services (ISS), Benihana Inc. provided to ISS the information attached to this report as Exhibit 99.1 in connection with the proposal to reclassify the Company’s Class A Common Stock into Common Stock.  The information set forth in Exhibit 99.1 is incorporated by reference herein and may be presented in the future in connection with management presentations concerning the Company.

Item 9.01
Financial Statements and Exhibits

(d)  Exhibits:

Exhibit
Number
 
Exhibit
 
Information disclosed by Benihana Inc. to Institutional Shareholder Services on August 22, 2011


 
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


 
BENIHANA INC.
   
   
Dated: August 22, 2011
By:  /s/ J. David Flanery
 
J. David Flanery
 
Chief Financial Officer