Benihana Plans $20 Million Convertible Preferred Stock Private Placement.

Business Editors

MIAMI--(BUSINESS WIRE)--May 18, 2004

Benihana Inc. (Nasdaq:BNHNA) (Nasdaq:BNHN), today announced that it had reached an agreement in principle to sell $20 million aggregate principal amount of Convertible Preferred Stock (the "Preferred Stock") to BFC Financial Corporation (Nasdaq:BFCF) in a private placement. BFC is a diversified holding company with operations in banking, real estate and other industries. John E. Abdo, a director of Benihana, is Vice Chairman, a director and a significant shareholder of BFC.

If issued, the Preferred Stock will be convertible into Common Shares of Benihana at a conversion price of $19.00 per share, will carry a cash dividend of 5.0%, and will vote on an "as if converted" basis on all matters put to a vote of the holders of Common Shares. In addition, under certain circumstances, the approval of the holders of a majority of the Preferred Stock will be required for certain events outside the ordinary course of business.

The closing of the transaction, which is subject to the execution of definitive documentation and customary closing conditions, is expected to occur within the next four to six weeks. Benihana will issue $10 million of the Preferred Stock at the closing and will issue the balance of the Preferred Stock from time to time during the two year period commencing on the first anniversary of the closing.

The holders of the Preferred Stock will be 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 indicated that it does not intend to nominate a director pursuant to this provision at this time.

The Preferred Stock will be subject to redemption at its original issue price 10 years from the date of closing and, at Benihana's option, may be redeemed for cash or Common Shares valued at then-current market prices. In addition, the Preferred Stock may be redeemed at any time beginning three years from the date of issue if the price of the Common Shares is at least $38.00 for 60 consecutive trading days.

Joel A. Schwartz, the President of Benihana, stated, "the proposed financing allows Benihana to take advantage of the recent appreciation in our stock price. In addition, the transaction is a time- and cost- effective transaction that ensures our access to growth capital as Benihana maintains and accelerates its growth. We are embarking on a significant program of capital improvements to our core Benihana restaurants, and we expect to continue the expansion of RA Sushi and Haru. We also expect that we may make additional opportunistic acquisitions of compatible concepts in the Asian sector. BFC's long-term investment horizon is consistent with our goals and we welcome their investment in Benihana."

Alan Levan, Chairman, President and Chief Executive Officer of BFC, stated, "BFC has confidence in the long-term future and operating management of Benihana. The Asian segment of the restaurant industry offers tremendous opportunities for growth and Benihana is the long time leader in that market. Benihana represents a tremendous addition to the growing portfolio of operating companies with whom we seek to maintain long-term relationships."

Neither the Preferred Stock nor the Common Shares issuable upon its conversion will be registered under the Securities Act of 1933, as amended, or any applicable state securities laws. Unless so registered, the Preferred Stock and such Common Shares may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Preferred Stock or the Common Shares.

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.

About BFC Financial Corporation

BFC Financial Corporation (Nasdaq:BFCF) is a holding company as a consequence of its ownership of 13 million shares of the common stock of BankAtlantic Bancorp (NYSE:BBX) and approximately 3.3 million shares of Levitt Corporation (NYSE:LEV).

Statements in this press release concerning the Company's business outlook or future economic performance, anticipated profitability, revenues, expenses or other financial items, together with other statements that are not historical facts, are "forward-looking statements" as that term is defined under Federal Securities Laws. "Forward-looking statements" are subject to risks, uncertainties and other factors which could cause actual results to differ materially from those stated in such statements. Such risks, uncertainties and factors include, but are not limited to, that the contemplated transaction will not be consummated or will be consummated on different terms than those described, that the funds won't be utilized as anticipated, that the expected growth will not be achieved or not be profitable, as well as other risks detailed in the Company's filings with the Securities and Exchange Commission. The Company disclaims any obligations to update any forward-looking statement as a result of developments occurring after the date of this press release.