Get Started for Free Contexxia identifies hard-to-find pieces of information in SEC filings. No more highlighters, no more redlining, no more poring over huge documents. BENIHANA INC (935226) 10-K/A published on Jul 30, 2012 at 5:00 pm
Reporting Period: Mar 31, 2012
Mr. Abdo has been principally employed since June 1984 as the Vice Chairman of the Board of Directors and Chairman of the Executive Committee of each of BankAtlantic Bancorp, Inc. (“BankAtlantic Bancorp”), a bank holding company whose common stock is listed on the New York Stock Exchange under the symbol “BBX,” and BankAtlantic, BankAtlantic Bancorp’s bank subsidiary. He has served as Vice Chairman of the Board of Directors of Bluegreen Corporation (“Bluegreen”), which markets and manages interests in resorts and residential communities, since March 2002 and as Vice Chairman of the Board of BFC Financial Corporation (“BFC”), a diversified holding company, since June 1987. Mr. Abdo also served as Vice Chairman of the Board of Directors of the real estate development company Woodbridge Holdings Corporation (formerly Levitt Corporation) (“Woodbridge”) from August 1984 through September 2009 when it merged with BFC. Mr. Abdo is the President and Chief Executive Officer of Abdo Companies, Inc., a real estate development, construction and real estate brokerage firm, a position he has held for more than 35 years. Mr. Abdo is a member of the Board of Directors and the Finance Committee of PACA (Performing Arts Center Authority) and is also the former President and a current member of the Board of Directors, and current Chairman of the Investment Committee, of the Broward Performing Arts Foundation, a $100 million state of the art twin concert hall venue located in Fort Lauderdale, Florida. Mr. Abdo brings to the Board a strong business and financial background, significant experience as a board member of other public companies, extensive experience in the real estate industry (which is directly applicable to the Company because it leases or owns sites in multiple markets) and the perspective of a major Company shareholder due to his position with BFC, which in turn makes him a valuable contributor to the Board.
Mr. Gray is a managing partner of Coliseum Capital Management, a private firm that makes long-term investments in both public and private companies, which he co-founded in December 2005. From January 2005 to November 2005, Mr. Gray was a consultant for Stadium Capital Management, LLC, a private firm with a long-term approach to equity investing. In 2003, Mr. Gray was appointed Executive Vice President, Strategic Projects and Capital Management at Burger King Corp. From 1994 to 2003, Mr. Gray held several executive positions with the Metromedia Restaurant Group, comprised of S&A Restaurant Corp. and Metromedia Steakhouses Company, LP, which included the Bennigan’s, Steak & Ale, Ponderosa and Bonanza restaurant concepts, rising to Executive Vice President, Strategic Development and Concept Services. From 1993 to 1994, Mr. Gray also was Executive Vice President at Ponderosa Steakhouses. Prior to that time, Mr. Gray served as an Associate at Kluge & Co. and an Analyst within Morgan Stanley’s Merchant Banking Group. Mr. Gray holds both a BSE in Finance from the Wharton School of Business and a BS in Mechanical Engineering from the School of Engineering & Applied Science at the University of Pennsylvania. Mr. Gray has served on the board of directors of DEI Holdings, Inc. since February 2009 until its sale in June 2011 and has served on the board of directors of both Uno Chicago Grill since July 2010 and New Flyer Industries Inc. since May 2012. Mr. Gray brings to the Board substantial industry experience and business experience and the perspective of a major Company shareholder due to his interest in Coliseum Capital Management.
Since March 2012, Mr. Snead has served as President and Chief Executive Officer of Mr. Gatti’s LP, owner and franchisor of the Gatti’s Pizza concept. Previously, Mr. Snead served as the President and Chief Executive Officer of Carlson Restaurants Worldwide, Inc., the parent company of T.G.I. Friday’s, from 2002 until his retirement in 2009. From 1997 to 2002, he served as President and Chief Operating Officer of Carlson Restaurants International. Prior to that he served as Senior Vice President of Store Operations and Retail Development of Casual Corner Group (1996 to 1997); President, New Business Development and Managing Director of UK operations at Lenscrafters Corporation (1992 to 1996); and in various executive positions at Burger King Corporation (1978 to 1992). He currently provides consulting to the restaurant industry, serves on the board of directors of the National Restaurant Association and the board of directors of Rosinter Restaurant Group, an international leader in casual dining in Russia and Eastern Europe, and is a member and former Chair of the Society of International Business Fellows. He also serves on the Board of Advisors of the University of Tennessee College of Engineering. Mr. Snead’s extensive experience in the restaurant industry, including experience in international operations, makes him a valuable member of the Board of Directors.
In each case, the award was made in the form of restricted shares of the Company’s Class A Common Stock (which were converted into Common Stock as a result of our reclassification). Mr. Stockinger was granted 400,000 shares, of which 133,333 shares vested immediately upon grant, and the remainder were subject to vesting based on a combination of continued employment and achievement of specified share prices of the Common Stock, with accelerated vesting upon the completion of certain corporate transactions. The vesting of a portion of the award at grant was in recognition of the fact that Mr. Stockinger had served as Chief Executive Officer since February 9, 2009 without having been granted any equity award for such service. Mr. Ames was granted 150,000 shares of restricted stock, with some shares subject solely to time-based vesting and the remainder subject to vesting based on a combination of continued employment and achievement of specified share prices of the Common Stock, with accelerated vesting upon the completion of certain corporate transactions. Ms. Mendoza was granted 75,000 shares of restricted stock, of which 18,750 shares vested immediately, and the remainder were subject to vesting based on a combination of continued employment and achievement of specified share prices of the Common Stock, with accelerated vesting upon the completion of certain corporate transactions. In July 2011, the Compensation Committee approved an amendment to the restricted stock awards of each of these executives to make certain technical changes to the type of corporate transaction that would trigger accelerated vesting.
The employment agreements of each of Mr. Stockinger, Mr. Ames, Ms. Mendoza, and Mr. Flanery provided for a grant of restricted stock as described above. Each employment agreement also provides for a lump sum cash bonus to be paid in the event of a sale of the Company. The bonus to be paid is a function of the sale price, ranging from 25% of the executive’s base salary if the sale price is less than $10 per share of Common Stock to 150% of base salary if the sale price is $15 or more per share of Common Stock. (The agreements of Mr. Stockinger, Mr. Ames, and Ms. Mendoza originally called for the bonus to be payable only if the sale of the Company occurred during the Company’s exploration of strategic alternatives which was ongoing at the time the agreements were entered into. In May 2011, the Company’s Board of Directors terminated the possible sale process. In August 2011, the employment agreements of these executives were amended to extend this bonus to other sales of the Company. In January 2012, the Company again determined to explore strategic alternatives to maximize stockholder value, including a possible sale of the Company.) On May 22, 2012, the Company entered into an Agreement and Plan of Merger with Safflower Holdings Corp. (which is owned by funds advised by Angelo, Gordon & Co, L.P.) and Safflower Acquisition Corp., pursuant to which Safflower Holdings Corp. has agreed to acquire all of the outstanding shares of the Company’s Common Stock for $16.30 per share in cash. Pursuant to the terms of the employment agreements, the $16.30 per share sale price would entitle each of Mr. Stockinger, Mr. Ames, Ms. Mendoza, and Mr. Flanery to a bonus equal to 150% of his or her base salary, payable upon consummation of the merger. The consummation of the merger is subject to customary closing conditions, including the approval of the Company’s stockholders and regulatory clearance.