As filed with the Securities and Exchange Commission on April 11, 1997
Registration No. 333- ______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BANKUNITED FINANCIAL CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
FLORIDA 65-0377773
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
255 Alhambra Circle
Coral Gables, Florida 33134
(305) 569-2000
--------------------------------------------------
(Address, including ZIP Code, and telephone number,
including area code, of registrant's principal executive offices)
Alfred R. Camner
Chairman of the Board
BankUnited Financial Corporation
255 Alhambra Circle
Coral Gables, Florida 33134
(305) 569-2000
-------------------------------------------------
(Name, address, including ZIP Code, and telephone
number, including area code, of agent for
service)
Copies to:
Marsha D. Bilzin, Esq.
Stuzin and Camner,
Professional Association
550 Biltmore Way, Suite 700
Coral Gables, Florida 331314
(305) 442-4994
Approximate date of commencement of proposed sale to
the public: As soon as practicable after the effective date of
the Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
OF SECURITIES TO BE REGISTERED REGISTERED (1) PER UNIT OFFERING PRICE FEE
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, $.01 par value . . . . . . 822,889 $9.6875(2) $7,971,737.10(2) $2,415.68
shares
=========================================================================================================================
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933 (the "Securities
Act"), the number of securities registered hereby includes an undetermined
number of shares resulting from any stock splits, stock dividends or
similar transactions relating to the registered securities.
(2) Pursuant to Rule 457(c) under the Securities Act, estimated for the
purpose of calculating the registration fee based on the average of the
bid and asked prices of the Class A Common Stock on April 10, 1997, as
quoted on the Nasdaq National Market System.
-----------------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
822,889 Shares
BANKUNITED FINANCIAL CORPORATION
CLASS A COMMON STOCK
BankUnited Financial Corporation ("BankUnited"), hereby registers up to
822,889 shares (the "Shares") of its Series I Class A Common Stock, par value
$.01 per share ("Class A Common Stock"), for the account of a selling
stockholder (the "Selling Stockholder") in connection with the proposed resale
by the Selling Stockholder of such Shares. BankUnited is the holding company for
BankUnited, FSB, Coral Gables, Florida (the "Bank").
BankUnited will not receive any of the proceeds from the sale of the
Shares by the Selling Stockholder.
BankUnited will pay all of the expenses of this offering, except that
the Selling Stockholder will bear the cost of any brokerage commissions or
discounts incurred in connection with the sale of the Shares and related legal
expenses. The Shares may be sold by the Selling Stockholder directly or through
underwriters, dealers or agents in market transaction or in privately negotiated
transactions. See "Plan of Distribution."
Each share of Class A Common Stock is entitled to a one-tenth vote on
all matters upon which stockholders have the right to vote. The Class A Common
Stock is listed for trading on the Nasdaq National Market ("Nasdaq") under the
symbol "BKUNA." On April 10, 1997 the closing bid and ask prices of the Class A
Common Stock, as quoted on Nasdaq, were $9.625 and $9.75, respectively, and the
reported last sale price was $9.625.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE SECURITIES OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR
OTHER OBLIGATIONS OF ANY BANK OR NON-BANK SUBSIDIARY AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE SAVINGS ASSOCIATION INSURANCE FUND OR
ANY OTHER FEDERAL OR STATE GOVERNMENT AGENCY.
---------------------
No person is authorized to give any information or to make any
representation not contained in this Prospectus and, if given or made, such
information or representation should not be relied upon as having been
authorized by BankUnited or any other person. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any securities
in any jurisdiction to any person to whom it is not lawful to make any such
offer or solicitation in such jurisdiction. Neither the delivery of this
Prospectus shall, under any circumstances, create an implication that there has
been no change in the affairs of BankUnited since the date of this Prospectus.
The date of this Prospectus is April 11, 1997.
<PAGE>
AVAILABLE INFORMATION
BankUnited has filed a Registration Statement on Form S-3 with the
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
of which this Prospectus constitutes a part. This Prospectus omits certain
information contained in the Registration Statement, and reference is hereby
made to the Registration Statement and the exhibits thereto for further
information about BankUnited and the securities offered hereby. Statements
contained herein regarding the provisions of documents filed as exhibits to the
Registration Statement are not necessarily complete, and each such statement is
qualified in its entirety by reference to the copy of the applicable document
filed with the Commission. The Registration Statement, and the exhibits thereto,
may be inspected and copied at prescribed rates at the Commission's public
reference facilities at the addresses indicated below.
BankUnited and Suncoast Savings and Loan Association, FSA ("Suncoast")
entered into an Agreement and Plan of Merger dated as of July 15, 1996, as
amended, pursuant to which on November 15, 1996 Suncoast merged into BankUnited,
FSB, a wholly owned subsidiary of BankUnited, with BankUnited, FSB as the
surviving corporation (the "Merger"). In the Merger, each outstanding share of
Suncoast Common Stock was converted into one share of BankUnited Class A Common
Stock, and each outstanding share of Suncoast Preferred Stock was converted into
one share of BankUnited Series 1996 Preferred Stock.
BankUnited is, and Suncoast was, subject to the information reporting
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and, in accordance therewith, files or has filed reports, proxy
statements and other information with the Commission and the Office of Thrift
Supervision ("OTS"), respectively. The Registration Statement discussed above,
as well as reports, proxy statements and other information filed by BankUnited
pursuant to the informational requirements of the Exchange Act, can be inspected
and copied at the public reference facilities maintained by the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, and at the following regional
offices of the Commission: the Northeast Regional Office, 7 World Trade Center,
Suite 1300, New York, New York 10048; and the Midwest Regional Office, Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
such material can be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.
Additional information may also be obtained at no cost from the Commission
internet site at http://www.sec.gov. In addition, equity securities of
BankUnited are traded on Nasdaq and reports, proxy statements, and other
information concerning BankUnited are available for inspection and copying at
the offices of the Nasdaq Stock Market, Inc., 1735 K Street, N.W., Washington,
D.C. 20006. Reports (including annual reports to shareholders, Form 10-K
reports, and Form 10-Q reports), proxy statements and other information filed by
Suncoast pursuant to the informational requirements of the Exchange Act can be
inspected and copied at the public reference facilities maintained by the OTS at
1700 G Street, N.W., Washington, D.C. 20552 or at the OTS Southeast Regional
Office, 1475 Peachtree Street, N.E., Atlanta, Georgia 30309. The Suncoast Common
Stock and the Suncoast Preferred Stock were listed for trading on Nasdaq and
such reports, proxy statements and other information concerning Suncoast should
also be available for inspection and copying at the offices of the Nasdaq Stock
Market, Inc., 1735 K Street, N.W. Washington, D.C. 20006.
2
<PAGE>
INFORMATION INCORPORATED BY REFERENCE
The following BankUnited documents are incorporated by reference herein
(Commission File No. 5-43936):
(1) BankUnited's Annual Report on Form 10-K/A for the year ended
September 30, 1996 filed with the Commission on December 23, 1996.
(2) BankUnited's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1996 filed with the Commission on February 14, 1997.
(3) BankUnited's Current Reports on Form 8-K dated November 15, 1996,
December 30, 1996, February 25, 1997, March 24, 1997 and April 2, 1997 filed
with the Commission on December 2, 1996, January 9, 1997, February 25, 1997,
March 26, 1997 and April 4, 1997, respectively.
(4) BankUnited's Current Report on Form 8-K dated March 5, 1993 filed
with the Commission to register BankUnited's Class A Common Stock under Section
12(g) of the Securities Exchange Act of 1934, as amended.
Suncoast's Annual Report on Form 10-K for the year ended June 30, 1996
filed with the OTS on September 27, 1996, is also incorporated by reference
herein.
Suncoast's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996 filed with the OTS on November 13, 1996, is also incorporated
by reference herein.
All documents filed with the Commission by BankUnited pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus, but prior to the termination of the offering to which this
Prospectus relates, shall be deemed to be incorporated herein by reference and
such documents will be deemed to be a part hereof from the date of filing of
such documents. Any statement contained in this Prospectus or in a document
incorporated or deemed to be incorporated by reference herein will be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded will not
be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. COPIES OF ANY SUCH DOCUMENTS, OTHER THAN
EXHIBITS THERETO, ARE AVAILABLE WITHOUT CHARGE TO ANY PERSON, INCLUDING ANY
BENEFICIAL OWNER, TO WHOM THIS PROSPECTUS IS DELIVERED UPON WRITTEN OR ORAL
REQUEST TO BANKUNITED FINANCIAL CORPORATION, 255 ALHAMBRA CIRCLE, CORAL GABLES,
FLORIDA 33134, ATTENTION: NANCY L. ASHTON, (305) 569-2000
3
<PAGE>
BANKUNITED FINANCIAL CORPORATION
BankUnited is a Florida corporation which is the savings and loan
holding company for BankUnited, FSB (the "Bank"). BankUnited, through the Bank,
provides banking and financial services to its customers through 14 branch
offices in Dade, Broward and Palm Beach counties in Florida.
BankUnited's principal executive offices are located at 255 Alhambra
Circle, Coral Gables, Florida 33134, and its telephone number is (305) 569-2000.
For further information about the business and operations of BankUnited,
reference is made to BankUnited's reports incorporated herein by reference. See
"Information Incorporated by Reference."
USE OF PROCEEDS
BankUnited will not receive any of the proceeds from the sale of the
Shares being offered by the Selling Stockholder.
SELLING STOCKHOLDER
The following table sets forth the number of shares of Class A Common
Stock being registered under the Registration Statement (of which this
Prospectus forms a part) on behalf of the Selling Stockholder and certain
information regarding the Selling Stockholder.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED BEFORE OFFERING OWNED AFTER OFFERING
----------------------- SHARES --------------------
NAME NUMBER PERCENT OFFERED NUMBER PERCENT
- ---- ------ ------- ------- ------ -------
<S> <C> <C> <C> <C> <C>
Dr. Phillip Frost (1) 997,888(2) 11.74% 822,889 174,999 2.3%
</TABLE>
- --------------
(1) Dr. Phillip Frost is the spouse of Patricia Frost, a director of
BankUnited and the Bank.
(2) Does not include 2,196 shares of Class A Common Stock and options to
acquire 4,155 shares of Class A Common Stock held by Dr. Frost's wife,
Patricia Frost.
PLAN OF DISTRIBUTION
The Selling Shareholder has advised BankUnited that he may from time to
time sell all or a portion of the Shares offered hereby in one or more
transactions in the over-the-counter market, on the Nasdaq National Market, on
any exchange on which the Common Stock may then be listed, in negotiated
transactions or otherwise, or a combination of such methods of sale, at market
prices prevailing at the time of sale or prices related to such prevailing
market prices, or at negotiated prices. The Selling Shareholder may effect such
transactions by selling the Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from the Selling Shareholder and/or purchasers of the
Shares for whom they may act as agent (which compensation may be in excess of
customary commissions). In connection with such sales, the Selling Shareholder
and any broker-dealers or agents participating in such sales may be deemed to be
underwriters as that term is defined under the Securities Act and any
4
<PAGE>
discount or commission received by them and any profit on the resale of shares
as principals would be deemed to be underwriting discounts or commissions under
the Securities Act. Neither BankUnited nor the Selling Shareholder can estimate
at the present time the amount of commissions or discounts, if any, that will be
paid by the Selling Shareholder on account of his sales of the Shares from time
to time.
BankUnited will pay certain expenses in connection with this offering,
estimated to be approximately $43,000, but will not pay for any underwriting
commissions and discounts, if any, or counsel fees or other expenses of the
Selling Shareholder. BankUnited has agreed to indemnify the Selling Shareholder,
his agents and representatives, and any underwriters, against certain
liabilities, including certain liabilities under the Securities Act. The Selling
Shareholder has also agreed to indemnify BankUnited, its directors, officers,
agents and representatives against certain liabilities, including certain
liabilities under the Securities Act.
LEGAL MATTERS
The validity of the shares of Class A Common Stock offered hereby will
be passed upon for BankUnited by Stuzin and Camner, Professional Association
("Stuzin and Camner") Miami, Florida.
Alfred R. Camner, Chairman of the Board, Chief Executive Officer,
President and a Director of BankUnited, is the senior managing director and a
shareholder of Stuzin and Camner, and Marc Lipsitz, a director of BankUnited, is
the managing partner of Stuzin and Camner. As of April 10, 1997 directors and
employees of Stuzin and Camner directly and indirectly owned in the aggregate
268,423 shares of BankUnited's Class A Common Stock, 684,160 shares of
BankUnited's Class B Common Stock and 107,578 shares of BankUnited's Preferred
Stock (including shares that may be acquired by the exercise of options, but not
including shares received upon the conversion of other classes of stock).
EXPERTS
The financial statements of BankUnited incorporated in this Prospectus
by reference to BankUnited's Annual Report on Form 10-K/A for the year ended
September 30, 1996 have been so incorporated in reliance on the report of Price
Waterhouse LLP, independent certified public accountants, given on the authority
of said firm as experts in auditing and accounting.
The financial statements of Suncoast incorporated in this Prospectus by
reference to Suncoast's Annual Report on Form 10-K for the year ended June 30,
1996 have been so incorporated in reliance on the report of Price Waterhouse
LLP, independent certified public accountants, given on the authority of said
firm as experts in auditing and accounting.
5
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the offering of the securities
to which this Registration Statement relates which will be borne by BankUnited,
are as set forth below. With the exception of the Securities and Exchange
Commission ("SEC") and National Association of Securities Dealers, Inc. filing
fees, all amounts shown are estimates.
AMOUNT*
------
SEC registration fee.............................. $ 2,415.68
NASDAQ listing fee................................ $ 16,457.78
Transfer agent's fees and expenses................ $ 1,000.00
Legal fees and expenses........................... $ 15,000.00
Accounting fees and expenses...................... $ 7,500.00
Miscellaneous..................................... $ 1,000.00
-------------
TOTAL........................................... $ 43,373.46
=============
* The Selling Stockholder will not pay any of the expenses of this
offering but the Selling Stockholder will bear the cost of any
brokerage commissions or discounts incurred in connection with the sale
of the Shares and the legal expenses associated with such sales.
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Articles IX of the Articles of Incorporation of BankUnited
provides that BankUnited shall indemnify its officers and directors to the
fullest extent permitted by law.
The Bylaws of BankUnited provide that BankUnited will
indemnify any person against whom an action is brought or threatened because
that person is or was a director, officer or employee of BankUnited for any
amount for which that person becomes liable under a judgment in such action and
reasonable costs and expenses, including attorneys' fees. Such indemnification
may only be made, however, if (i) final judgment on the merits is in his or her
favor or (ii) in case of settlement, final judgment against him or her or final
judgment in his or her favor, other than on the merits, if a majority of the
Board of Directors of BankUnited determines that he or she was acting in good
faith within the scope of his or her duties and for a purpose he or she could
have reasonably believed under the circumstances was in the best interests of
BankUnited.
II-1
<PAGE>
Section 607.0831 of the Florida Business Corporation Act
provides, among other things, that a director is not personally liable for
monetary damages to a company or any other person for any statement, vote,
decision, or failure to act, by the director, regarding corporate management or
policy, unless the director breached or failed to perform his or her duties as a
director and such breach or failure constitutes (a) a violation of criminal law,
unless the director had reasonable cause to believe his or her conduct was
lawful or had no reasonable cause to believe his or her conduct was unlawful;
(b) a transaction from which the director derived an improper personal benefit;
(c) a circumstance under which the liability provisions of Section 607.0834 of
the Florida Business Corporation Act (relating to the liability of the directors
for improper distributions) are applicable; (d) willful misconduct or a
conscious disregard for the best interest of the company in the case of a
proceeding by or in the right of the company to procure a judgment in its favor
or by or in the right of a shareholder; or (e) recklessness or an act or
omission in bad faith or with malicious purpose or with wanton and willful
disregard of human rights, safety or property, in a proceeding by or in the
right of someone other than such company or a shareholder.
Section 607.0850 of the Florida Business Corporation Act
authorizes, among other things, BankUnited to indemnify any person who was or is
a party to any proceeding (other than an action by or in the right of
BankUnited) by reason of the fact that he is or was a director, officer,
employee or agent of BankUnited (or is or was serving at the request of
BankUnited in such a position for any entity) against liability incurred in
connection with such proceeding, if he or she acted in good faith and in a
manner reasonably believed to be in the best interests of BankUnited and, with
respect to criminal proceedings, had no reasonable cause to believe his or her
conduct was unlawful.
Florida law requires that a director, officer or employee be
indemnified for expenses (including attorneys' fees) to the extent that he or
she has been successful on the merits or otherwise in the defense of any
proceeding. Florida law also allows expenses of defending a proceeding to be
advanced by a company before the final disposition of the proceedings, provided
that the officer, director or employee undertakes to repay such advance if it is
ultimately determined that indemnification is not permitted.
Florida law states that the indemnification and advancement of
expenses provided pursuant to Section 607.0850 is not exclusive and that
indemnification may be provided by a company pursuant to other means, including
agreements or bylaw provisions. Florida law prohibits indemnification or
advancement of expenses, however, if a judgment or other final adjudication
establishes that the actions of a director, officer or employee constitute (i) a
violation of criminal law, unless he or she had reasonable cause to believe his
or her conduct was lawful or had no reasonable cause to believe his or her
conduct was unlawful; (ii) a transaction from which such person derived an
improper personal benefit; (iii) willful misconduct or conscious disregard for
the best interests of the company in the case of a derivative action or a
proceeding by or in the right of a shareholder, or (iv) in the case of a
director, a circumstance under which the liability provisions of Section
607.0834 of the Florida Business Corporation Act (relating to the liability of
directors for improper distributions) are applicable.
BankUnited has purchased director and officer liability
insurance that insures directors and officers against liabilities in connection
with the performance of their duties.
II-2
<PAGE>
Item 16. EXHIBITS.*
--------
The following is a list of Exhibits to this Registration
Statement:
2.1 Agreement and Plan of Merger, dated July 15, 1996, between
BankUnited Financial Corporation ("BankUnited") and Suncoast
Savings and Loan Association, FSA. (Exhibit 2.1 to
BankUnited's Form S-4 Registration Statement, File No.
333-13211, as filed with the Securities and Exchange
Commission on October 1, 1996).
4.1 Articles of Incorporation of BankUnited (Exhibit 3.1 to
BankUnited's Form 10-K Report for the year ended
September 30, 1996).
4.2 Bylaws of BankUnited (Exhibit 4.5 to BankUnited's
Post-Effective Amendment No. 1 on Form S-8 to Form S-4
Registration Statement, File No. 333-13211, as filed with the
Securities and Exchange Commission on November 14, 1996).
5.1 Opinion of Stuzin and Camner, P.A. regarding the legality of
the securities being registered.
12.1 Statement regarding calculation of ratios (Exhibit 12.1 to
BankUnited's Form 10-K Report for the year ended September 30,
1996).
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Stuzin and Camner, P.A. (set forth in Exhibit 5.1
to this Registration Statement).
24.1 Power of attorney (set forth on the signature page in Part II
of this Registration Statement).
- -----------------
* Exhibits containing a parenthetical reference in their description are
incorporated herein by reference from the documents described in the
parenthetical reference.
II-3
<PAGE>
Item 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement; and
(iii) To include any material information
with respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to Item 15 of this Registration Statement, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit, or
proceeding)
II-4
<PAGE>
is asserted by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Coral Gables, State of Florida on March 31, 1997.
BANKUNITED FINANCIAL CORPORATION
By: /S/ ALFRED R. CAMNER
------------------------------------
Alfred R. Camner
Chairman of the Board, President and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Alfred R. Camner, Earline G. Ford and
Marc D. Jacobson and each of them, his true and lawful attorneys-in-fact and
agents with full power of substitution and resubstition, for him and in his
name, place and stead, in any and all capacities, to sign any or all amendments
to this Registration Statement and to file the same, with all exhibits thereto
and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to
be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on March 31, 1997 by the following
persons in the capacities indicated.
<TABLE>
<CAPTION>
<S> <C>
/S/ ALFRED R. CAMNER Chairman of the Board, Chief Executive
- --------------------------- Officer, President and Director
Alfred R. Camner (Principal Executive Officer)
/S/ LAWRENCE H. BLUM Director
- ---------------------------
Lawrence H. Blum
/S/ EARLINE G. FORD Executive Vice President, Treasurer and
- --------------------------- Director
Earline G. Ford
/S/ SAMUEL A. MILNE Senior Vice President and Chief Financial
- --------------------------- Officer (Principal Financial Officer and
Samuel A Milne Principal Accounting Officer)
/S/ MARC D. JACOBSON Director
- ---------------------------
<PAGE>
/S/ ALLEN M. BERNKRANT Director
- ---------------------------
Allen M. Bernkrant
- --------------------------- Director
Patricia L. Frost
/S/ NEIL MESSINGER Director
- ---------------------------
Neil Messinger
/S/ MARC LIPSITZ Director
- ---------------------------
Marc Lipsitz
/S/ ANNE W. SOLLOWAY Director
- ---------------------------
Anne W. Solloway
/S/ ALBERT J. FINCH Director
- ---------------------------
Albert J. Finch
Director
- ---------------------------
Norman Mains
/S/ IRVING P. COHEN Director
- ---------------------------
Irving P. Cohen
/S/ E.J. GIUSTI Director
- ---------------------------
E.J. Giusti
<PAGE>
/S/ BRUCE FRIESNER Director
- ---------------------------
Bruce Friesner
Director
- ---------------------------
Christina Cuervo Migoya
Executive Vice President, Chief Operating
- --------------------------- Officer and Director
James A. Dougherty
</TABLE>
<PAGE>
Exhibit Index
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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5.1 Opinion of Stuzin and Camner, P.A. regarding the legality of the
securities being registered.
23.1 Consent of Price Waterhouse LLP.
EXHIBIT 5.1
BankUnited Financial Corporation
255 Alhambra Circle
Coral Gables, Florida 33134
Ladies and Gentlemen:
We are acting as your counsel with regard to the registration by
BankUnited Financial Corporation, a Florida corporation, of up to 822,889 shares
of its Series I Class A Common Stock, $.01 par value per share (the "Shares"),
pursuant to a Registration Statement on Form S-3 (the "Registration Statement")
to be filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended. The Shares were issued to the Selling Stockholder named in
the Registration Statement. We understand that the Shares may be sold from time
to time to the public by the Selling Stockholder, or his successors in interest,
as described in the Registration Statement.
We are familiar with the relevant documents and materials used in
preparing the Registration Statement. Based on our review of such relevant
documents and materials and of such other documents and materials as we have
deemed necessary and appropriate we are of the opinion that the Shares have been
legally issued and are fully paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus constituting part of such Registration Statement.
Very truly yours,
STUZIN AND CAMNER,
PROFESSIONAL ASSOCIATION
Coral Gables, Florida
Date: April 11, 1997
EXHIBIT 23.1
[PRICE WATERHOUSE]
To the Board of Directors
BankUnited Financial Corporation
We consent to the incorporation herein by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
November 4, 1996, except as to Note 18 which is as of November 15, 1996,
appearing on Page 54 of BankUnited Financial Corporation's Annual Report on Form
10-K/A for the year ended September 30, 1996, and our report dated August 12,
1996 relating to the financial statements of Suncoast Savings and Loan
Association, FSA. We also consent to the reference to us under the heading
"Experts" in such Prospectus.
Miami, Florida
April 10, 1997
