UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

BENIHANA INC.

 

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.10 PER SHARE

(Title of Class of Securities)

082047101

(CUSIP Number)

ALAN B. LEVAN, 2100 WEST CYPRESS CREEK ROAD, FT. LAUDERDALE, FL 33309 (954) 940-4900

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

MAY 20, 2011

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

     This Amendment No. 2 to Schedule 13D (this “Amendment”) amends certain Items of the Schedule 13D (the “Original 13D”) filed with the Securities and Exchange Commission (the “SEC”) on July 1, 2004, as amended on August 4, 2005, by furnishing the information set forth below. Except as set forth below, all information contained in the Original 13D, as amended, is unchanged.

     This Amendment is filed by BFC Financial Corporation (“BFC”). The event which prompted the filing of this Amendment was the conversion by BFC on May 20, 2011 of 200,000 shares of Series B Convertible Preferred Stock (the “Series B Preferred Stock”) of Benihana, Inc. (the “Issuer”) into 397,328 shares of the Issuer’s Common Stock (“Common Stock”).

     Capitalized terms used but not defined herein shall have the meaning ascribed thereto in the Original 13D.

Item 2.		Identity and Background

     Item 2 is amended as follows:

     The principal executive offices of BFC are located at 2100 West Cypress Creek Road, Ft. Lauderdale, Florida 33309.

     Information as to the identity and background of the executive officers, directors and control persons of BFC is set forth on Appendix A attached hereto, which is incorporated herein by reference.

Item 3.		Source and Amount of Funds or Other Consideration

     Item 3 is amended by adding the following thereto:

     On May 20, 2011, BFC exercised the right to convert 200,000 of its 800,000 shares of Series B Preferred Stock. These 200,000 shares of Series B Preferred Stock were converted into 397,328 shares of Common Stock.

Item 4.		Purpose of Transaction.

     Item 4 is amended in its entirety as follows:

     The Issuer recently announced that it intends to submit to its stockholders a proposal to reclassify each share of Class A Common Stock of the Issuer into one share of Common Stock. BFC supports the Issuer’s reclassification proposal and believes it is in the best interests of all stockholders. BFC intends to vote all shares of the Issuer’s stock owned or controlled by it in favor of the reclassification. However, since the reclassification (in addition to requiring the approval of the voting power of the Issuer generally) requires a class vote of the Common Stock, voting by itself, BFC, in its capacity as a holder of Series B Preferred Stock, cannot participate in such separate class vote. In furtherance of its support of the proposed reclassification, on May 20, 2011, BFC converted 200,000 shares of Series B Preferred Stock (out of a total of 800,000 shares) into 397,328 shares of Common Stock, which new shares can participate in such class vote. BFC currently intends to convert additional shares of Series B Preferred Stock into shares of Common Stock for the purpose of facilitating the approval of the reclassification proposal. Additionally, Alan B. Levan and John E. Abdo have each indicated that they intend to vote any shares of the Issuer beneficially owned by them in favor of the reclassification proposal.

     Except as described herein, neither BFC nor, to the best of its knowledge, any of its executive officers, directors or control persons, currently has any plans that would result in any of the occurrences enumerated in (a) through (j) of Item 4 of Schedule 13D.

Item 5.		Interest in the Securities of the Issuer

     Item 5 is amended as follows:

     BFC may be deemed to be the beneficial owner of 1,581,227 shares of Common Stock of the Issuer, including the 397,328 shares of Common Stock it acquired upon conversion and the 600,000 remaining shares of Series B Preferred Stock which are currently convertible into 1,183,899 shares of Common Stock. These shares represent approximately 21.99% of all issued and outstanding shares of Common Stock of the Issuer. BFC possesses sole power to vote or direct the vote and sole power to dispose or direct the disposition of all of those shares. However, Alan B. Levan, BFC’s Chairman of the Board, and John E. Abdo, BFC’s Vice Chairman of the Board, collectively may be deemed to have an aggregate beneficial ownership of shares of BFC’s common stock representing approximately 71.6% of the total voting power of BFC. Accordingly, Messrs. Levan and Abdo may be deemed to beneficially own the shares of the Issuer’s securities owned by BFC.

     In addition, Mr. Abdo, may be deemed to be the beneficial owner of 79,500 shares of Common Stock, which includes 30,750 shares of Common Stock that Mr. Abdo has the right to acquire upon exercise of stock options. These shares represent approximately 1.3% of all issued and outstanding shares of Common Stock of the Issuer. Mr. Adbo possesses sole power to vote or direct the vote and sole power to dispose or direct the disposition of all those shares.

     Mr. Abdo and Mr. Levan also beneficaially own 143,000 shares and 40,000 shares, respectively, of Class A Common Stock, including 91,500 shares and 10,000 shares, respectively, that Messrs. Abdo and Levan have the right to acquire upon exercise of stock options. As described above, Class A Common Stock is not currently convertible into Common Stock; however, the Issuer recently announced that it intends to submit to its stockholders a proposal to reclassify each share of Class A Common Stock into one share of Common Stock.

     Except as set forth above, neither BFC, nor, to the best of its knowledge, any of its executive officers, directors or control persons, has effected any transaction in any Common Stock of the Issuer during the past 60 days. Except as set forth below, no person except for BFC is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock owned by BFC.

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.

Dated: May 24, 2011

APPENDIX A

IDENTITY AND BACKGROUND OF
DIRECTORS AND EXECUTIVE OFFICERS
OF BFC FINANCIAL CORPORATION

Name and Position With				Present Principal
BFC Financial Corporation		Employer and Business Address		Occupation
Alan B. Levan*		BFC Financial Corporation		Chairman, President and
Chairman of the Board, President		BankAtlantic Bancorp, Inc.		Chief Executive Officer
and Chief Executive Officer		2100 West Cypress Creek Road, Ft.		of BFC and BankAtlantic
		Lauderdale, Florida 33309		Bancorp, Inc., Chairman
				of Bluegreen Corporation
John E. Abdo*		BFC Financial Corporation		Vice Chairman of the
Vice Chairman of the Board		BankAtlantic Bancorp, Inc.		Board of BFC,
		2100 West Cypress Creek Road, Ft.		BankAtlantic Bancorp,
		Lauderdale, Florida 33309		Inc. and Bluegreen
				Corporation
John K. Grelle		BFC Financial Corporation		Executive Vice President
Executive Vice President		2100 West Cypress Creek Road, Ft.		and Chief Financial
and Chief Financial Officer		Lauderdale, Florida 33309		Officer
Jarett Levan		BFC Financial Corporation		President of
Executive Vice President		BankAtlantic Bancorp, Inc.		BankAtlantic Bancorp,
and Director		2100 West Cypress Creek Road, Ft.		Chief Executive Officer
		Lauderdale, Florida 33309		and President of
				BankAtlantic
Seth M. Wise		BFC Financial Corporation		Executive Vice President
Executive Vice President		2100 West Cypress Creek Road, Ft.
		Lauderdale, Florida 33309
Maria R. Scheker		BFC Financial Corporation		Chief Accounting Officer
Chief Accounting Officer		2100 West Cypress Creek Road, Ft.
		Lauderdale, Florida 33309
D. Keith Cobb		Self-employed		Business Consultant and
Director		c/o BFC Financial Corporation		Strategic Advisor
		2100 West Cypress Creek Road, Ft.
		Lauderdale, Florida 33309
Darwin Dornbush		Dornbush Schaeffer Strongin &		Partner
Director		Venaglia, LLP
		747 Third Avenue, 11th Floor
		New York, NY 10017
Oscar J. Holzmann		University of Miami		Associate Professor of
Director		5250 University Drive		Accounting
		317 Jenkins Hall
		Coral Gables, Florida 33124
Alan Levy		Great American Farms, Inc.		President and Chief
Director		11 Southwest 15th Street		Executive Officer
		Fort Lauderdale, Florida 33315
Joel Levy		Adler Group, Inc.		Vice Chairman
Director		1400 NW 107th Ave
		Suite 400
		Doral, Florida 33172
William Nicholson		Heritage Capital Group		Principal
Director		4811 Beach Boulevard
		Suite 300
		Jacksonville, Florida 32207
Neil A. Sterling		The Sterling Resources Group		Principal
Director		2132 Bayview Drive
		Fort Lauderdale, Florida 33305
* Messrs. Levan and Abdo may be deemed to control BFC Financial Corporation.