SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date of Report: November 15, 1996
BANKUNITED FINANCIAL CORPORATION
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(Exact name of Registrant as specified in its charter)
FLORIDA 5-43936 65-0377773
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
255 ALHAMBRA CIRCLE, CORAL GABLES, FLORIDA 33134
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(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code: (305) 569-2000
Page 1 of 4 Pages
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
On November 15, 1996 the Registrant completed its acquisition of
Suncoast Savings and Loan Association, FSA ("Suncoast"). In connection with the
acquisition, the Registrant issued (i) one share of its Series I Class A Common
Stock, $.01 par value, for each share of Common Stock, $1.10 par value, of
Suncoast, and (ii) one share of its 8% Noncumulative Convertible Preferred
Stock, Series 1996, for each share of 8% Noncumulative Convertible Preferred
Stock, Series A, $5.00 par value, of Suncoast. In the acquisition Suncoast
merged into BankUnited, FSB, a wholly owned subsidiary of the Registrant.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired. The following
financial statements and related items of Suncoast have been previously filed in
the Registrant's Registration Statement on Form S-4 (the "Registration
Statement"), registration no. 333-13211, filed with the Securities and
Exchange Commission on October 1, 1996, and declared effective
on October 2, 1996.
(1) Consolidated Statements of Financial Condition as of
June 30, 1996 and 1995.
(2) Consolidated Statements of Operations for each of the
years in the three year period ended June 30, 1996.
(3) Consolidated Statements of Cash Flows for each of the
years in the three year period ended June 30, 1996.
(4) Consolidated Statements of Stockholders' Equity for each
of the years in the three year period ended June 30, 1996.
(5) Notes to Consolidated Financial Statements.
(6) Report of Independent Certified Public Accountants.
(b) Pro forma financial information. The following pro forma
financial information has been previously filed in the Registration Statement
under the caption "Unaudited Pro Forma Condensed Combined Financial Statements"
in the prospectus:
(1) Unaudited Pro Forma Condensed Combined Statement of
Financial Condition at June 30, 1996 with related notes.
(2) Unaudited Pro Forma Condensed Combined Statements of
Operations for the nine months ended June 30, 1996 and for the year ended
September 30, 1996 with related notes.
(c) Exhibits.
2.1 Agreement and Plan of Merger dated as of July 15, 1996
previously filed in the Registration Statement as
Exhibit A to the prospectus.
2.2 Amendment dated October 11, 1996 to Agreement and Plan
of Merger dated as of July 15, 1996.
Page 2 of 4 Pages
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
BANKUNITED FINANCIAL CORPORATION
By: /s/ Samuel A. Milne
----------------------------
Samuel A. Milne
Executive Vice President and
Chief Financial Officer
Dated: December 2, 1996
Page 3 of 4 Pages
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BANKUNITED FINANCIAL CORPORATION
FORM 8-K
INDEX TO EXIBITS
Sequentially
Exhibit Numbered
No. Page
- ------- ------------
2.2 Amendment dated October 11, 1996 to Agreement and
Plan of Merger dated as of July 15, 1996............. 4
Page 4 of 4 Pages
October 11, 1996
Suncoast Savings and Loan Association, FSB
4000 Hollywood Boulevard
Hollywood, Florida 33021
Ladies and Gentlemen:
Reference is made to that certain Agreement and Plan of Merger (the
"Merger Agreement"), dated as of July 15, 1996 by and between BankUnited
Financial Corporation, a Florida corporation ("BankUnited"), and Suncoast
Savings and Loan Association, FSA, a federally chartered savings association
("Suncoast"). For good and valuable consideration BankUnited and Suncoast hereby
agree that the Merger Agreement is amended as follows:
1. The recitals to the Merger Agreement and Section 1.01(bd) of the
Merger Agreement are amended to provide that the term "Merger Sub" in the Merger
Agreement ("Merger Sub") shall be defined as BankUnited, FSB, a federally
chartered savings bank ("BankUnited, FSB").
2. By executing this agreement below, BankUnited, FSB agrees to be
bound by the terms of the Merger Agreement applicable to the Merger Sub.
Except as amended by this agreement, the Merger Agreement shall
remain in full force and effect in accordance with its terms.
Very truly yours,
BankUnited Financial Corporation
By: /s/ Samuel A. Milne
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Accepted and agreed to
as of the above date.
Suncoast Savings and Loan Association, FSA
By: /s/ Albert J. Finch
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BankUnited, FSB
By: /s/ Samuel A. Milne
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