Benihana National OKs pact to buy 17 Benihana of Tokyo Restaurants.MIAMI--(BUSINESS WIRE)--Jan. 3, 1995--Benihana National Corp. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :BNHN,BNHNA) today announced it has entered into a definitive agreement and plan of reorganization under which it will acquire the 17 Benihana of Tokyo restaurants privately owned by Rocky H. Aoki, the company's founder and chairman of the board, as well as all rights to the Benihana trademark and concept in the continental United States United States territory, including the adjacent territorial waters, located within North America between Canada and Mexico. Also called CONUS. . Also being acquired will be four licensed Benihana of Tokyo restaurants. The purchase price for the acquisition will be approximately $6,150,000, consisting of $3 million in cash, $2 million in principal amount of a new class of convertible preferred stock Convertible Preferred Stock Preferred stock that includes an option for the holder to convert the preferred shares into a fixed number of common shares, usually anytime after a predetermined date. Also known as "convertible preferred shares". , $500,000 worth of common stock and a five-year promissory note promissory note, unconditional written promise to pay a certain sum of money at a definite time to bearer or to a specified person on his order. Promissory notes are generally used as evidence of debt. in principal amount of $650,000. The acquisition does not include any non-U.S. rights to the Benihana trademark or concept. In addition, Aoki will retain the existing Honolulu restaurant and rights to the concept in the State of Hawaii, except for Benihana National's Maui franchise. The definitive agreement followed review and recommendation by a Special Committee of the company's Board of Directors consisting of the non-employee members of the Board. The Special Committee was advised by the investment banking firm of Josephthal, Lyon and Ross Incorporated that, in its opinion, the transaction is fair, from a financial point of view, to the public shareholders of the company. Benihana National announced it has received a commitment from its senior lender to increase, subject to the satisfaction of customary conditions, the credit facilities credit facilities npl → facilidades fpl de crédito credit facilities npl → facilités fpl de paiement credit facilities available to the company in an amount sufficient to finance the cash portion of the acquisition price and to pay related expenses. The transaction will include the formation of a new holding company which will acquire the assets being acquired from Aoki's company and simultaneously acquire Benihana National Corp. through merger. Shareholders of the company will receive shares of common stock and Class A common stock in the new holding company having identical rights and privileges to the corresponding shares owned by them in Benihana National. The transaction is expected to be consummated con·sum·mate tr.v. con·sum·mat·ed, con·sum·mat·ing, con·sum·mates 1. a. To bring to completion or fruition; conclude: consummate a business transaction. b. shortly, following the registration of the shares of the new holding company under the Securities Act of 1933 and approval of the Plan of Reorganization by the shareholders of the company. Officers and directors owning approximately 49.4 percent of the voting power of the company's common stock and Class A stock, voting together as one class for this purpose, are expected to vote in favor of upon the side of; favorable to; for the advantage of. See also: favor the consummation CONSUMMATION. The completion of a thing; as the consummation of marriage; (q.v.) the consummation of a contract, and the like. 2. A contract is said to be consummated, when everything to be done in relation to it, has been accomplished. of the transaction. Joel A. Schwartz, Benihana National's president, noted that "The reorganization will fundamentally enlarge TO ENLARGE. To extend; as, to enlarge a rule to plead, is to extend the time during which a defendant may plead. To enlarge, means also to set at liberty; as, the prisoner was enlarged on giving bail. and enhance the scope of the company's business. The resulting public company will own or license 44 Benihana restaurants in the U.S. having pro-forma combined sales for the 1994 fiscal year of approximately $70 million. As a result, we believe the company will be better positioned for future growth and financial opportunities. In addition, we anticipate that the reorganization will alleviate Alleviate To make something easier to be endured. Mentioned in: Kinesiology, Applied some of the confusion caused by the existence of two Benihana companies previously operating in the continental U.S." CONTACT: Benihana National Corp.
Joel Schwartz, 305/593-0770
or
Porter, LeVay & Rose Inc.
Zeke Rose, 212/564-4700
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