BANKUNITED FINANCIAL CORP
8-K, 1997-02-25
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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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: February 25, 1997

                        BANKUNITED FINANCIAL CORPORATION
             ------------------------------------------------------
             (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
               ---------------------------------------------------
               (Address of principal executive offices) (ZIP Code)

       Registrant's telephone number, including area code: (305) 569-2000


<PAGE>



Item 5.           OTHER EVENTS.

                  Attached hereto as Exhibit 20.1 is a press release announcing
                  BankUnited Financial Corporation's (the "Corporation")
                  first quarter earnings.

                  Attached hereto as Exhibit 20.2 is a press release announcing
                  the conversion of two classes of preferred stock into Class A
                  Common Stock.


<PAGE>
                                    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:  February 25, 1997


<PAGE>
                        BANKUNITED FINANCIAL CORPORATION

                                    FORM 8-K

                                INDEX TO EXHIBITS

                                                                    
EXHIBIT
  NO.  
- -------

 20.1    Press release regarding the Corporation's first quarter....  
         earnings                                                         

 22.2    Press release regarding the conversion of two classes of the
         Corporation's preferred stock..............................








                                  Exhibit 20.1


<PAGE>
                                                        Contacts:
                                                        Alfred R. Camner
                                                        Chief Executive Officer
                  NEWS RELEASE
 
                   BANKUNITED                            James A. Dougherty
                                                         Chief Operating Officer
         Nasdaq National Market:  BKUNA 
                                                         Samuel Milne
                                                         Chief Financial Officer

                                                         PHONE (305) 569-2000
- --------------------------------------------------------------------------------
            BankUnited Financial Corporation * 255 Alhambra Circle 
                         * Coral Gables, Florida 33134
               BANKUNITED, FSB * PRIVATE AND RELATIONSHIP BANKING
- --------------------------------------------------------------------------------

FOR IMMEDIATE RELEASE
- ---------------------
February 3, 1997

                  BANKUNITED'S FIRST QUARTER EARNINGS JUMP 76%;
                          DOUBLES SIZE FROM PRIOR YEAR

CORAL GABLES, FL -- BankUnited Financial Corporation, parent company of
BankUnited, FSB, today reported net income of $1.6 million for the three months
ended December 31, 1996, a 76% increase over net income of $911,000 for the same
quarter of last year.

Fully-diluted earnings after payment of preferred stock dividends amounted to
$.13 (13 cents) per share for the first quarter of fiscal 1997, on 8,045,353
average fully-diluted common shares. This compared with $.15 (15 cents) per
share a year ago, on 3,172,243 average fully-diluted common shares.

BankUnited also reported that its assets more than doubled to $1.3 billion at
December 31, 1996 as compared with $638 million a year ago. Deposits increased
149% to $878 million at December 31, 1996 from $353 million one year ago; and
loans grew to $1 billion, a 114% increase over $88 million at December 31, 1995.

Alfred R. Camner, Chairman and CEO stated that "BankUnited has shown a strong
increase in net income compared to last year. This strong earnings performance
is not yet completely reflected in year to year comparisons in earnings per
share, as a result of the almost tripling of our average common shares
outstanding from the common shares issued in the Suncoast acquisition and the
$3.6 million shares issued in our public offering in February of last year. We
fully anticipate receiving important additional benefits to our bottom line from
substantial merger cost savings as the consolidation of Suncoast operations into
BankUnited continues during this year.

BankUnited has more than doubled its size during this past year in pursuing our
goal of becoming one of the most significant franchises headquartered in South
Florida. This expansion resulted not only from our acquisition of Suncoast
Savings and Loan, which had $409 million in assets, but additionally from a high
level of internal expansion which was more than 63% during the last year.

Furthermore, we are very pleased with the initial speed with which we have
merged the operations of Suncoast into BankUnited. For example, we substantially
integrated all Suncoast branch operations into BankUnited's system including
completing name changes within 30 days of the November closing. These newly
acquired branches have strengthened our South Florida presence significantly,
particularly in Broward County where we now have eight offices.

<PAGE>
The Suncoast acquisition combined with our recently completed $50 million trust
preferred stock offering has placed us in a unique position to pursue our target
of rapid growth in the consolidated bank market in South Florida. Our total core
capitalization, now totaling approximately $140 million, will enable us to
continue rapid internal expansion during the coming year; and, of course, we
will always be interested in attractive acquisitions which are appropriate to
achieve our goals."

Headquartered in Coral Gables, BankUnited currently is the fourth largest
publicly-held financial institution based in the tri-county South Florida
region, operating 15 branches in Dade, Broward and Palm Beach counties of
southeast Florida.

BankUnited Financial Corporation is traded on the Nasdaq National Market., Its
common stock trades under the symbol of BKUNA and its preferred stocks trade
under the symbols BKUNO, BKUNP and now BKUNN.

CONTACT:          SAMUEL MILNE, CFO, BANKUNITED, (305) 569-2000
                  Distributed by:        Boardroom Communications (954) 321-6334
                  Contact:               Linda Greck or Julie Silver

<PAGE>
BankUnited Financial Corporation
FIRST QUARTER 1997 EARNINGS RELEASE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                                 THREE MONTHS ENDED
                                                                                    DECEMBER 31,
                                                                                 ------------------
                                                                       1996                          1995
                                                                       ----                          ----
                                                                 (Dollars in thousands, except per share data)
<S>                                                                 <C>                          <C>        
Total interest income.............................................  $    19,491                  $    11,324
Total interest expense............................................       12,387                        7,786
                                                                    -----------                  -----------
    Net interest income...........................................        7,104                        3,538

Provision (credit) for loan losses................................          250                         (300)
                                                                    -----------                  ------------
    Net interest income after provision for loan losses...........        6,854                        3,838

Net gain on sale of assets........................................           --                           --
Total other income................................................          600                          158
Total other expense...............................................        4,833                        2,528
                                                                    -----------                  -----------
    Income before income taxes and preferred stock dividends......        2,621                        1,468

Provision for income taxes........................................        1,022                          557
                                                                    -----------                  -----------

    Net income before preferred stock dividends...................        1,599                          911
Preferred stock dividends.........................................          672                          536
                                                                    -----------                  -----------
    Net income after preferred stock dividends....................  $       927                  $       375
                                                                    ===========                  ===========

Primary earnings per common shares:...............................  $      0.13                  $      0.16
                                                                    ===========                  ===========

Weighted average common shares and equivalents....................    7,154,658                    2,369,244
                                                                    ===========                  ===========

Fully-diluted earnings per common share:..........................  $      0.13                  $      0.15
                                                                    ===========                  ===========

Weighted average fully-diluted common shares......................    8,045,353                    3,172,243
                                                                    ===========                  ===========

Return on average equity..........................................         8.08%                        5.01%
Return on average assets..........................................         0.62%                        0.42%
Net interest yield on earning assets..............................         2.83%                        2.31%
Net interest spread...............................................         2.60%                        1.91%


                                                                                   DECEMBER 31,
                                                                                   ------------
                                                                        1996                         1995
                                                                        ----                         ----
                                                                             (Dollars in thousands)

Total assets......................................................   $1,329,044                  $   638,434
Loan receivable, net..............................................    1,046,771                      488,390
Mortgage-backed securities........................................       86,112                       52,353
Deposits..........................................................      878,166                      353,044
Borrowings........................................................      289,259                      231,775
Stockholders' equity..............................................       98,155                       46,793
Book value per common share.......................................         7.59                        10.60
</TABLE>







                                  Exhibit 22.2

<PAGE>
                                                         Contacts:
                                                         Alfred R. Camner
                                                         Chief Executive Officer
                          NEWS RELEASE
                                                         James A. Dougherty
                            BANKUNITED                   Chief Operating Officer

                  Nasdaq National Market:  BKUNA         Samuel Milne
                                                         Chief Financial Officer

                                                         PHONE (305) 569-2000
- --------------------------------------------------------------------------------
            BankUnited Financial Corporation * 255 Alhambra Circle 
                         * Coral Gables, Florida 33134
               BANKUNITED, FSB * PRIVATE AND RELATIONSHIP BANKING
- --------------------------------------------------------------------------------

FOR IMMEDIATE RELEASE
- ---------------------
February 13, 1997

                BANKUNITED ANNOUNCES CONVERSION OF TWO CLASSES OF
                                 PREFERRED STOCK

CORAL GABLES, FL -- Alfred R. Camner, Chairman and CEO of BankUnited Financial
Corporation (NASDAQ: BKUNA) today announced that Frost-Nevada, Ltd., a limited
partnership controlled by Dr. Phillip Frost, the holder of BankUnited's Series C
and Series C-II classes of preferred stock, has exercised its right to convert
both classes to Class A Common Stock. BankUnited had previously exercised its
right to call both classes of preferred stock.

The Company called all 363,636 outstanding shares of its Series C Noncumulative
Convertible Preferred Stock at $5.50 per share. The shares will be converted to
Class A Common Stock at an exchange ratio of 1.45 shares of Common Stock for
each share of Series C Preferred Stock.

BankUnited also called all 222,223 outstanding shares of its Series C-II
Noncumulative Convertible Preferred Stock at $9 per share. The shares will be
converted to Class A Common Stock at an exchange ratio of 1.32 shares of Common
Stock for each share of Series C-II Preferred Stock.

Headquartered in Coral Gables, BankUnited currently is the fourth largest
publicly-held financial institution based in the tri-county South Florida
region, operating 15 branches in Dade, Broward and Palm Beach counties of
southeast Florida.

BankUnited Financial Corporation is traded on the Nasdaq National Market. Its
common stock trades under the symbol of BKUNA, Preferred stocks trade under the
symbols BKUNO, BKUNP and BKUNN.

CONTACT:          SAMUEL MILNE, CFO, BANKUNITED, (305) 569-2000
                  Distributed by:        Boardroom Communications (954) 321-6334
                  Contact:               Linda Greck or Julie Silver



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