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Press Release: BFC Financial Corporation
July 6, 2004
FORT LAUDERDALE, FL -- BFC Financial Corporation ("BFC") (Nasdaq:BFCF) July 1 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 (the "Preferred Stock") 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 that typically
is in support of and in partnership with growth-oriented management teams in both public and privately held companies.
BFC itself has grown recently, with its market capitalization 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:BBX) 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: Leo 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: 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 Provision
of the Private Securities and 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.
---------------------------------------------------------------
Contact:
BFC Financial Corporation, Fort Lauderdale
Investor Relations:
Leo Hinkley, 954-760-5151
Fax: 954-760-5415
Email: InvestorRelations@BFCFinancial.com
or
Corporate Communications:
Sharon Lyn, 954-760-5151
Fax: 954-760-5415
Email: CorpComm@BFCFinancial.com
Source: BFC Financial Corporation