SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
BANKUNITED FINANCIAL CORPORATION BANKUNITED CAPITAL II
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(Exact name of registrant as (Exact name of registrant
specified in its charter) as specified in its charter)
FLORIDA 65-0377773 DELAWARE APPLIED FOR
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(State or other (I.R.S. Employer (State or other (I.R.S. Employer
jurisdiction of Identification No.) jurisdiction of Identification No.)
incorporation or incorporation or
organization) organization)
255 ALHAMBRA CIRCLE 255 ALHAMBRA CIRCLE
CORAL GABLES, FLORIDA 33134 CORAL GABLES, FLORIDA 33134
(305)569-2000 (305)569-2000
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(Address,including ZIP Code, (Address,including ZIP Code,
and telephone number, including and telephone number, including
area code, of(registrant's area code, of(registrant's
principal executive offices) principal executive offices)
Securities to be registered pursuant to Section 12 (b) of the act: None
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box. [ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the act:
9.60% Trust Preferred Securities of BankUnited Capital II
9.60% Junior Subordinated Deferrable Interest Debentures of
BankUnited Financial Corporation
BankUnited Financial Corporation guarantee with respect to Trust
Preferred Securities
<PAGE>
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The information is set forth under the captions "Description of the
Preferred Securities" "Description of the Junior Subordinated Debentures," and
"Description of the Guarantee" in the prospectus contained in Amendment No. 1 to
the Form S-2 Registration Statement of BankUnited Financial Corporation and
BankUnited Capital II as filed with the Securities and Exchange Commission on
May 30, 1997 (File Nos. 333-27597 and 333-27597-01) which is incorporated herein
by reference.
Item 2. EXHIBITS *
1. Form of certificate for the 9.60% Trust Preferred Securities
of BankUnited Capital II (Included as an exhibit to Exhibit
4.7 to Amendment No. 1 to the Form S-2 Registration Statement
of BankUnited Financial Corporation and BankUnited Capital II,
File Nos. 333-27597 and 333-27597-01, as filed with the
Securities and Exchange Commission on May 30, 1997).
2. Trust Agreement of BankUnited Capital II (Exhibit 4.6 to
Amendment No. 1 to the Form S-2 Registration Statement of
BankUnited Financial Corporation and BankUnited Capital II,
File Nos. 333- 27597 and 333-27597-01, as filed with the
Securities and Exchange Commission on May 30, 1997).
3. Form of Amended and Restated Trust Agreement of BankUnited
Capital II (Exhibit 4.7 to Amendment No. 1 to the Form S-2
Registration Statement of BankUnited Financial Corporation and
BankUnited Capital II, File Nos. 333-27597 and 333-27597-01,
as filed with the Securities and Exchange Commission on May
30, 1997).
4. Form of Indenture with respect to BankUnited Financial
Corporation's 9.60% Junior Subordinated Debentures (Exhibit
4.3 to Amendment No. 1 to the Form S-2 Registration Statement
of BankUnited Financial Corporation and BankUnited Capital II,
File Nos. 333-27597 and 333-27597-01, as filed with the
Securities and Exchange Commission on May 30, 1997).
5. Form of Guarantee Agreement for BankUnited Capital II (Exhibit
4.9 to Amendment No. 1 to Form S-2 Registration Statement of
BankUnited Financial Corporation and BankUnited Capital II,
File Nos. 333-27597 and 333-27597-01, as filed with the
Securities and Exchange Commission on May 30, 1997).
* Exhibits containing a parenthetical reference in their description are
incorporated herein by reference from the documents described in the
parenthetical reference.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment No. 1 to the Form
8-A registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
BANKUNITED FINANCIAL CORPORATION
DATE: June 3, 1997 By: /s/ SAMUEL A. MILNE
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Samuel A. Milne
Executive Vice President and
Chief Financial Officer
BANKUNITED CAPITAL II
By: /s/ NANCY L. ASHTON
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Nancy L. Ashton
Administrative Trustee
