Benihana Embroiled in Shareholder Feud

MIAMI (CN) - Teppanyaki steakhouse chain Benihana is suing the widow of the company's late founder for allegedly trying to sabotage its efforts to increase capital by diluting shares.

Several years after Hiroaki "Rocky" Aoki launched Benihana of Tokyo (BOT) in 1964, he took the company public and created Benihana National to pay off debt. By 1995, those companies were acquired by Benihana.

Aoki died in July 2008, leaving his widow, Keiko, in charge of a family trust that is "at least partially dependent on BOT's ownership of shares in Benihana," according to the complaint in Miami-Dade County Court.

"Keiko Aoki, therefore, has a substantial interest in insuring that BOT shares in Benihana are not liquidated, whether or not such liquidation would be in the interests of BOT, the Aoki children, or Benihana," Benihana claims.

In a 2006 interview with New York Magazine, Aoki said some of his seven children thought that Keiko, his third wife, was a "gold digger." He added that he had "three kids from three different women at exactly the same time."

Six of Aoki's children were born to the former Olympic wrestler's first two wives. He had no children with Keiko during their six-year marriage. Aoki was suing four of his children at the time of the New York Magazine interview for trying to wrest control of his companies.

By December 2009, Benihana says it had asked shareholders to approve the creation of new shares of capital stock that would be made available for sale at the board's discretion.

When Benihana put its stock proposal to a vote, shareholders approved the measure over BOT's opposition, according to the complaint. In July 2010, Benihana says it announced it might sell the company and began a competitive bidding process.

"Upon learning of the process, Defendants undertook a course of action to disparage Benihana in an effort to frustrate the company's ability to maximize the interest of Benihana and its shareholders," according to the complaint.

As part of its plan to sabotage the sale, BOT sued Benihana and its Noodle Time subsidiary, according to the complaint. Benihana says the lawsuit was "aimed at causing prospective purchasers to questions Benihana's relationship with BOT, the value of Benihana's assets, and the stability of the company."

"Defendants have maintained a groundless legal action, made false, disparaging extrajudicial statements and attempted to cloud title to the Benihana trademarks - all of which ultimately interefered with Benihana's ability to attain full value for its shareholders," Benihana claims.

Benihana and its subsidaries, Benihana National Corp. and Noodle Time Inc., are suing Benihana of Tokyo, Keiko Aoki and Takanori Yoshimoto for deceptive and unfair trade practices, disparagement, civil conspiracy, tortuous interference and breach of contract.
The plaintiffs are represented by Alan Fein with Stearns Weaver Miller.

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