As filed with the Securities and Exchange Commission on April 7, 1997
Registration No. 333-13211
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 2 on Form S-3* to
FORM S-4
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)
Copy to:
MARSHA D. BILZIN, ESQ.
STUZIN AND CAMNER,
PROFESSIONAL ASSOCIATION
550 BILTMORE WAY, SUITE 700
CORAL GABLES, FLORIDA 33134
(305) 442-4994
--------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: From time to time after this Post-Effective Amendment becomes
effective.
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 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. [ ]
* Filed as a Post-Effective Amendment on Form S-3 to such Form S-4
Registration Statement pursuant to the provisions of Rule 401(e) and
the procedure described therein.
---------------------------
This Post-Effective Amendment shall become effective upon order of the
Commission pursuant to Section 8(c) of the Securities Act of 1933.
===============================================================================
<PAGE>
PROSPECTUS
---------------------
BANKUNITED FINANCIAL CORPORATION
134,624 Shares of Series I Class A Common Stock
80,000 Shares of 8% Noncumulative Convertible Preferred Stock
---------------------
This Prospectus relates to 134,624 shares of BankUnited Series I Class
A Common Stock, par value $.01 per share ("BankUnited Class A Common Stock"),
and 80,000 shares of BankUnited 8% Noncumulative Convertible Preferred Stock,
Series 1996, par value $.01 per share ("BankUnited Series 1996 Preferred Stock")
that may be issued upon exercise of outstanding stock warrants (the "Warrants")
by the holders thereof. The Warrants were issued pursuant to that certain
Underwriters' Warrant Agreement (the "Warrant Agreement") dated as of July 9,
1993 by and among Suncoast Savings and Loan Association, FSA ("Suncoast"),
Josephthal, Lyon & Ross, Inc., Southern Research Partners, Inc., and Rodman and
Renshaw, Inc., and originally entitled the holders thereof to receive shares of
Suncoast Common Stock, par value $1.10 per share ("Suncoast Common Stock) and
Suncoast 8% Noncumulative Convertible Preferred Stock, Series A, par value $5.00
per share ("Suncoast Preferred Stock").
BankUnited Financial Corporation ("BankUnited") and Suncoast entered
into an Agreement and Plan of Merger dated as of July 15, 1996, as amended (the
"Merger Agreement"), 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. In addition,
BankUnited assumed the obligations of Suncoast under the Warrant Agreement. As a
result the Warrants are no longer exercisable for shares of Suncoast Common
Stock and Suncoast Preferred Stock, but instead, upon exercise thereof the
holder will be entitled to receive shares of BankUnited Class A Common Stock and
BankUnited Series 1996 Preferred Stock on a one share for one share basis.
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 7, 1997.
<PAGE>
AVAILABLE INFORMATION
BankUnited has filed a Registration Statement with the Commission
covering the shares of the BankUnited Class A Common Stock and the BankUnited
Series 1996 Preferred Stock issued and reserved for issuance in connection with
the Merger. As permitted by the rules and regulations of the Commission, this
Prospectus omits certain information, exhibits and undertakings contained in the
Registration Statement. For further information pertaining to the securities
offered hereby, reference is made to the Registration Statement, including the
exhibits filed as a part thereof. Such additional information may be inspected
and copied as set forth below.
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 below,
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.
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.
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<PAGE>
(3) BankUnited's Current Reports on Form 8-K dated November 15, 1996,
December 30, 1996, February 25, 1997, and 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 7, 1997, respectively.
(4) BankUnited's Current Report on From 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.
(5) BankUnited's Form 8-A Registration Statement dated November 5, 1996
filed with the Commission to register BankUnited's Series 1996 Preferred 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
2
<PAGE>
BANKUNITED
BankUnited is a Florida corporation which is the savings and loan
holding company for BankUnited, FSB. BankUnited, through BankUnited, FSB,
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."
THE WARRANTS
Currently, holders of the Warrants, which expire on July 9, 1998, have
the right to purchase (a) up to 80,000 shares of BankUnited Series 1996
Preferred Stock at an exercise price of $18.00 per share, (b) up to 134,624
shares of BankUnited Series Class A Common Stock at an exercise price of $10.70
per share, or (c) any combination of BankUnited Series 1996 Preferred Stock or
BankUnited Class A Common Stock at the exercise prices set forth above which
results in an aggregate exercise price of up to $1,440,000. Pursuant to the
terms of the Warrant Agreement shares of BankUnited Series 1996 Preferred Stock
issued upon exercise of the Warrants may not be redeemed by BankUnited prior to
July 1, 2003.
USE OF PROCEEDS
The net proceeds to BankUnited from the issuance of shares of
BankUnited Class A Common Stock and BankUnited Series 1996 Preferred Stock upon
the exercise of the Warrants (approximately $1,440,000, assuming the exercise of
all the Warrants) will be used for general corporate purposes.
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.
3
<PAGE>
LEGAL MATTERS
The validity of the shares of the BankUnited Class A Common Stock and
BankUnited Series 1996 Preferred Stock to be issued to the holders of Warrants
upon the exercise thereof has been 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
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 March 14, 1997 directors and employees of
Stuzin and Camner directly and indirectly owned in the aggregate 268,423 shares
of the BankUnited Class A Common Stock, 684,160 shares of the BankUnited Class B
Common Stock and 107,578 shares of the BankUnited 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).
4
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Securities and Exchange Commission
registration fee.................................... $ *
Nasdaq National Market Listing Fee.................. $ *
Blue Sky Fees and Expenses.......................... $ *
Legal Services and Expenses......................... $2,000**
TOTAL............................................. $2,000**
========
* Previously paid in connection with this S-4 Registration Statement.
** Estimated.
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.
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
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<PAGE>
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.
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
("Suncoast"). (Exhibit 2.1 to BankUnited's Form S-4
Registration Statement, File
II-2
<PAGE>
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 Statement of Designation of Series I Class A Common Stock and
Class B Common Stock of BankUnited, as amended. (Exhibit 4.9
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).
4.3 Statement of Designation of 8% Noncumulative Convertible
Preferred Stock, Series 1996, of the Company (Exhibit 4.8 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).
4.4 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 (Exhibit 5.1 to
BankUnited's Form S-4 Registration Statement, File
No. 333-13211, as filed with the Securities and Exchange
Commission on October 1, 1996).
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.
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.
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;
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<PAGE>
(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.
(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.
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference 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) 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.
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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 April 7, 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 his true and lawful
attorney-in-fact and agent with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective 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 attorney-in-fact
and agent 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 attorney-in-fact and agent, or his substitute, 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 April 7, 1997 by the following
persons in the capacities indicated.
/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/ JAMES A. DOUGHERTY Chief Operating Officer, Executive Vice
- ----------------------------- President and Director
James A. Dougherty
<PAGE>
/S/ EARLINE G. FORD Executive Vice President, Treasurer and
- ----------------------------- Director
Earline G. Ford
/S/ SAMUEL A. MILNE Executive Vice President and Chief Financial
- ----------------------------- Officer (Principal Financial Officer and
Samuel A. Milne Principal Accounting Officer)
/S/ MARC D. JACOBSON Director
- -----------------------------
Marc D. Jacobson
/S/ ALLEN M. BERNKRANT Director
- -----------------------------
Allen M. Bernkrant
/S/ PATRICIA L. FROST Director
- -----------------------------
Patricia L. Frost
/S/ BRUCE FRIESNER Director
- -----------------------------
Bruce Friesner
/S/ ALBERT J. FINCH Director
- -----------------------------
Albert J. Finch
/S/ IRVING P. COHEN Director
- -----------------------------
Irving P. Cohen
/S/ ANNE W. SOLLOWAY Director
- -----------------------------
Anne W. Solloway
/S/ CHRISTINA CUERVO MIGOYA Director
- -----------------------------
Christina Cuervo Migoya
<PAGE>
/S/ NEIL MESSINGER Director
- -----------------------------
Neil Messinger
/S/ ELIA J. GIUSTI Director
- -----------------------------
Elia J. Giusti
/S/ NORMAN E. MAINS Director
- -----------------------------
Norman E. Mains
/S/ MARC LIPSITZ Director
- -----------------------------
Marc Lipsitz
<PAGE>
Exhibit Index
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------- ------------------------
2.1 Agreement and Plan of Merger, dated July 15,
1996, between BankUnited Financial
Corporation ("BankUnited") and Suncoast
Savings and Loan Association, FSA
("Suncoast"). (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 Statement of Designation of Series I Class A
Common Stock and Class B Common Stock of
BankUnited, as amended. (Exhibit 4.9 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). *
4.3 Statement of Designation of 8% Noncumulative
Convertible Preferred Stock, Series 1996, of
the Company (Exhibit 4.8 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). *
4.4 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 (Exhibit 5.1 to BankUnited's Form
S-4 Registration Statement, File No. 333-
13211, as filed with the Securities and
Exchange Commission on October 1, 1996). *
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.
23.3 Consent of Stuzin and Camner, P.A.
24.1 Power of attorney (set forth on the signature
page in Part II of this Registration
Statement.
* Incorporated by reference.
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-4 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.
/s/ PRICE WATERHOUSE
- -----------------------------
Price Waterhouse
Miami, Florida
April 4, 1997
EXHIBIT 23.2
CONSENT OF COUNSEL
We hereby consent to the use of our opinion as Exhibit 5.1 to this
Registration Statement on Form S-4 and to the use of our name under the caption
"Legal Matters" in the Prospectus constituting part of such Registration
Statement.
/s/ STUZIN AND CAMNER
------------------------
Stuzin and Camner,
Professional Association
Coral Gables, Florida
Date: April 7, 1997
