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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: July 17, 1996
BankUnited Financial Corporation
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(Exact name of Registrant as specified in its charter)
Florida 5-43936 65-0377773
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(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 5. Other Events.
Attached hereto as Exhibit 20.1 is a press release regarding
BankUnited Financial Corporation's agreement to acquire
Suncoast Savings and Loan Association, FSA.
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
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Samuel A. Milne
Senior Vice President and
Chief Financial Officer
Dated: July 17, 1996
Page 2 of 4 Pages
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BANKUNITED FINANCIAL CORPORATION
FORM 8-K
INDEX TO EXHIBITS
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Sequentially
Exhibit Numbered
No. Page
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20.1 Press Release regarding BankUnited Financial Corporation's agreement
to acquire Suncoast Savings and Loan Association, FSA . . . . . . . 4
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FORM-8K.
Page 3 of 4 Pages
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Exhibit 20.1
Page 4 of 4 Pages
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FOR IMMEDIATE RELEASE
BANKUNITED TO ACQUIRE SUNCOAST SAVINGS AND LOAN IN MERGER
Deal Pending Stockholder and Regulatory Approval
CORAL GABLES, FLA. - Coral Gables-based BankUnited Financial Corporation
(NASDAQ:BKUNA), parent company of BankUnited, FSB, has entered into a
definitive agreement to acquire Hollywood, Florida-based Suncoast Savings and
Loan Association, FSB (NASDAQ:SCSL), announced Alfred R. Camner, Chairman CEO
of BankUnited and Albert J. Finch, Chairman and CEO of Suncoast Savings and
Loan.
Under terms of the agreement, one share of BankUnited Class A Common Stock will
be issued for each share of Suncoast Common Stock in a tax free exchange.
BankUnited currently has 5,447,083 shares of Class A Common Stock outstanding
and expects to issue approximately 1,996,930 additional shares in connection
with the merger. Likewise, the 920,000 outstanding shares of Suncoast
Preferred Stock will be exchanged for a new issue of BankUnited Preferred Stock
having substantially similar terms to the Suncoast Preferred Stock. The
transaction, which is subject to shareholder and regulatory approvals and
various other conditions including completion of due diligence reviews, will be
accounted for as a purchase and is expected to close by December 1996.
Assets of BankUnited after the acquisition will approximate $1.3 billion,
making BankUnited the fourth largest publicly held financial institution
headquartered in the South Florida market of Dade, Broward and Palm Beach
counties. Based upon current economic conditions and levels of interest rates
and anticipated operating efficiencies from consolidation, the acquisition is
expected to be accretive to BankUnited's earnings for the September 30, 1997
fiscal year.
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Alfred Camner noted, "Our strategy all along has been to increase shareholder
value by becoming a significant franchise in the South Florida market. This
acquisition helps achieve this goal by adding Suncoast's quality operation to
our rapidly growing customer base. Suncoast's branches operate similarly to
ours and their locations fit in ideally with BankUnited's expansion strategy.
With the addition of Suncoast's $300 million of deposits in Broward county, we
expect to set the South Florida standard for customer service and efficiency."
"At $1.3 billion in assets, we will have the capacity to invest and grow in
ways never before possible for either organization," Camner further stated.
"Suncoast, for example, has demonstrated strong residential and commercial real
estate lending. With this combination, we will further build BankUnited's
growing presence in these and other areas of lending, and thereby enhance our
fee income and margins."
Albert Finch, who will become a Vice Chairman at BankUnited and a member of its
Board of Directors, observed, "We are very excited about our proposed
combination with BankUnited Financial Corporation. This association will allow
us to better serve consumers and businesses in our market area by broadening
the products, services and locations we offer to our customers. Moreover,
BankUnited shares our commitment to community involvement and quality customer
service."
Finch also said, "We are very proud of our successes over the past 11 years in
building Suncoast into the leading community bank it is today. As we face an
increasingly competitive banking environment, we are confident that this merger
with BankUnited will benefit our customers, employees, and shareholders. By
Combining our market strengths, we can take full advantage of consolidation
opportunities and a changing financial services landscape. We look forward to
completing this deal.
Also jointing Albert J. Finch on the Board of Directors of BankUnited are
present Suncoast directors, Irving P. Cohen, Elia J. Giusti and Norman E.
Mains.
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In connection with the execution of the merger agreement, each member of the
Board of Directors of Sunscoast, holding collectively, including vested
options, approximately 26% of the Suncoast Common Stock, has agreed to vote his
shares in favor of the merger. Certain directors and principal shareholders of
BankUnited, representing approximately 42% of BankUnited's voting power, have
also agreed to vote in favor of the merger.
BankUnited's Class A Common Stock traded at 7-3/8, midday today, and Suncoast's
Common Stock traded at 6-3/8. Using the above price for BankUnited Class A
Common Stock, the purchase price is approximately 1.6 times the fully diluted
book value of Suncoast Common Stock as of March 31, 1996 as adjusted for the
anticipated SAIF assessment.
BankUnited currently operates branch offices in Coral Gables, South Miami,
Coral Springs, Tamarac, Deerfield Beach, Delray Beach, Boca Raton and Boynton
Beach, Florida. At March 31, 1996, BankUnited had assets of $738 million and
deposits of $424 million.
Suncoast is a Federal Savings Association with branches located in Hollywood,
Hallandale, Pembroke Pines, Lauderdale-by- the-Sea, Delray Beach and, soon to
open, Pompano Beach, Florida. It services approximately $1.31 billion in
mortgage loans for Ginnie Mae, Fannie Mae, and Freddie Mac, as well as the
FDIC, private investors and other financial institutions. At March 31, 1996,
Suncoast had assets of $467 million and deposits of $288 million.
BankUnited Financial Corporation and Suncoast Savings and Loan Association, FSA
are traded on the Nasdaq National Market. BankUnited's common stock trades
under the symbol of BKUNA and its preferred stocks trade under the symbols
BKUNP and BKUNO. Suncoast's common stock trades under the symbol SCSL and its
preferred stock trades under the symbol SCSLP.
CONTACT: For BankUnited, (305) 569-2000, Alfred R. Camner, Chairman and
Samuel Milne, CFO:
For Suncoast, (954) 981-6400, Albert J. Finch, Chairman
Distributed by: Boardroom Communications, Inc., Plantation, FL
Phone (305) 321-6334
