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BFC Invests in Renowned International Restaurant Chain Benihana; Acquires First Installment of $20 Million Convertible Preferred Stock Private Placement.


FORT LAUDERDALE Fort Lauderdale (lô`dərdāl), residential, commercial, and resort city (1990 pop. 149,377), seat of Broward co., SE Fla., on the Atlantic coast; settled around a fort built (c.1837) in the Seminole War, inc. 1911. , Fla. -- BFC BFC Buffalo Field Campaign (West Yellowstone, Montana)
BFC Betty Ford Center
BFC British Fashion Council
BFC Bicycle Friendly Community
BFC Bible Fellowship Church
BFC Boavista Futebol Clube
 Financial Corporation ("BFC") (Nasdaq:BFCF BFCF Bremerton Freight Car Ferry ) today announced the completion and funding of the first tranche of a transaction previously announced on May 18, 2004, under which it agreed to acquire $20,000,000 aggregate principal amount of Benihana Inc. (Nasdaq:BNHNA) and (Nasdaq:BNHN) 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".
 (the "Preferred Stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders.

Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate.
") in a private placement.

"Starting in 1964 as a tiny four-table restaurant on New York's Westside, Benihana has evolved into an international symbol of great entertainment and excellent food," commented Alan B. Levan, Chairman and Chief Executive Officer of BFC. "We invested in Benihana because we believe in its continuing success and growth. By pioneering its personalized style of presentation while serving more than 100 million meals, Benihana has clearly demonstrated that it is a high-energy company with a winning recipe. Our investment in Benihana fits well with BFC's practice of long-term investing in diverse companies in support of operating management's growth strategies. We are very pleased with our new relationship and are committed to Benihana's management and their strategic vision for this renowned and venerable brand."

BFC's Preferred Stock is convertible into Common Shares of Benihana at a conversion price of $19.00 per share, carries a cash dividend of 5.0%, and issued shares vote on an "as if converted" basis on all matters put to a vote of the holders of Common Shares. BFC purchased and Benihana issued $10,000,000 of the Preferred Stock at the closing and with the balance to be issued from time to time during the two-year period commencing on the first anniversary of the closing.

"The Benihana concept and product has established our Company as a very successful and long running food and entertainment icon," commented Joel A. Schwartz, President and Chief Executive Officer of Benihana Inc. "Our rare longevity grows out of our long lasting commitment to and relationship with our customers. It is in that spirit we welcome BFC to the Benihana family." Schwartz added, "We at Benihana cherish a strong and stable partner such as BFC, a company dedicated to nurturing and supporting this veteran management team's vision for our Company."

Under the terms of the transaction, BFC is entitled to nominate one director at all times and one additional director in the event that dividends are not paid for two consecutive quarters. BFC has declined to nominate a director pursuant to this provision so long as John E. Abdo continues as a director of both BFC and Benihana. Mr. Abdo has been a member of the Benihana Board of Directors since 1990, and a member of the BFC Board of Directors since 1988, becoming a BFC Vice Chairman in 1993.

BFC invests in and acquires businesses in diverse industries. It styles itself a long-term investor Long-term investor

A person who makes investments for a period of at least five years in order to finance his or her long-term goals.
 that typically is in support of and in partnership with growth-oriented management teams in both public and privately held companies privately held company

A firm whose shares are held within a relatively small circle of owners and are not traded publicly.
. BFC itself has grown recently, with its market capitalization Market Capitalization

A measure of a public company's size. Market capitalization is the total dollar value of all outstanding shares. It's calculated by multiplying the number of shares times the current market price. This term is often referred to as market cap.
 growing from approximately $26 million as of January 2003 to over $260 million today.

About BFC:

BFC (Nasdaq:BFCF) is a growing and diversified holding company that invests in and acquires companies in different industries. BFC currently maintains controlling interests in various businesses, including: BankAtlantic Bancorp (NYSE NYSE

See: New York Stock Exchange
:BBX BBX Business Basic Extended
BBX Business Barter Exchange
BBX Blue Bell, Pennsylvania (Airport Code)
BBX Blockbuster Express (UK video store) 
) and its subsidiaries, BankAtlantic and Ryan Beck & Co.; and Levitt Corporation (NYSE:LEV) and its subsidiaries including Levitt and Sons(TM) and Core Communities, as well as Levitt Corporation's 37% ownership in Bluegreen Corporation (NYSE:BXG). BFC's direct and indirect diverse ownership interests span a variety of business sectors, including consumer and commercial banking; brokerage and investment banking services; the development of single and multi-family homes, development of master-planned suburban communities; and the development, marketing and sales of vacation resorts on a time-share, vacation club model.

For further information, please visit our websites: http://www.BFCFinancial.com. To receive future news releases or announcements directly via Email, please click on the Email Broadcast Sign Up button on http://www.BFCFinancial.com.

BFC Contact Info: Investor Relations Investor relations

The process by which the corporation communicates with its investors.
: Leo Leo, in astronomy
Leo [Lat.,=the lion], northern constellation lying S of Ursa Major and on the ecliptic (apparent path of the sun through the heavens) between Cancer and Virgo; it is one of the constellations of the zodiac.
 Hinkley, Phone: 954-760-5151, Fax: 954-760-5415 Email: InvestorRelations@BFCFinancial.com Mailing Address: BFC Financial Corporation, Investor Relations 1750 East Sunrise Blvd., Fort Lauderdale, FL 33304

Corporate Communications Corporate communications is the process of facilitating information and knowledge exchanges with internal and key external groups and individuals that have a direct relationship with an enterprise. : Sharon Lyn, Phone: 954-760-5151, Fax: 954-760-5415 Email: CorpComm@BFCFinancial.com

About Benihana:

Benihana, now in its 40th year and one of the nation's largest chains of Asian restaurants, currently operates 69 restaurants nationwide, including 56 Benihana teppanyaki restaurants, five Haru sushi restaurants, seven RA Sushi Bar Restaurants and one Doraku restaurant. In addition, a total of 23 franchised Benihana teppanyaki restaurants are now open or under development in the U.S. and Latin America.

Benihana Inc. Contact Info::

Joel A. Schwartz or Michael R. Burris

305-593-0770

Benihana Corporate Relations:

Anreder & Company

Steven Anreder

212-532-3232

Statements in this release may constitute forward looking statements and are made pursuant to the Safe Harbor Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.
 Provision of the Private Securities and Litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute.

When a person begins a civil lawsuit, the person enters into a process called litigation.
 Reform Act of 1995. Forward looking statements are based largely on expectations and are subject to a number of risks and uncertainties including but not limited to the risks and uncertainties associated with economic, competitive, and other factors affecting BFC Financial Corporation and Benihana Inc. and their operations, markets, and products, the future success of Benihana's growth initiatives and its ability to profitably manage that growth, the future profitability levels of Benihana and BFC, and other risks and factors detailed in reports filed by BFC and Benihana with the Securities and Exchange Commission.
COPYRIGHT 2004 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2004, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1USA
Date:Jul 1, 2004
Words:903
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