SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-4/A
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
(Amendment No. 2)
BANKUNITED FINANCIAL CORPORATION
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(Name of the Issuer)
BANKUNITED FINANCIAL CORPORATION
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(Name of Person(s) Filing Statement)
9% NONCUMULATIVE PERPETUAL PREFERRED STOCK
(Title of Class of Securities)
06652B 30 1
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(CUSIP Number of Class of Securities)
SAMUEL A. MILNE
CHIEF FINANCIAL OFFICER
BANKUNITED FINANCIAL CORPORATION
255 ALHAMBRA CIRCLE
CORAL GABLES, FLORIDA 33134
(305) 569-2000
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(Name, Address, and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
Copy to:
Marsha D. Bilzin, Esq.
Stuzin and Camner, P.A.
550 Biltmore Way, Suite 700
Coral Gables, Florida 33134
(305) 442-4994
JULY 16, 1997
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(Date Tender Offer First Published, Sent or Given to Security Holders)
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION AMOUNT OF FILING FEE
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$11,787,500.00 $2,357.50
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[ ] Check box if any part of the fee is offset as provided by Rule 0-11 (a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $2,357.50
Form or Registration No.: Not applicable
Filing Party: Not applicable
Date Filed: Not applicable
<PAGE>
This Amendment No. 2 amends and supplements the Rule 13e-4 Issuer
Tender Offer Statement on Schedule 13E-4 dated July 16, 1997, as amended by
Amendment No. 1 thereto, dated August 11, 1997 (as so amended the "Schedule
13E-4"), filed by BankUnited Financial Corporation, a Florida corporation (the
"Company"), in connection with the Company's offer to purchase any and all of
its outstanding shares of 9% Noncumulative Perpetual Preferred Stock, par value
$.01 per share, liquidation preference $10.00 per share (the "Shares"), at
$10.25 per share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated July 16, 1997 (the "Offer to
Purchase") and the related Letter of Transmittal (which together with the Offer
to Purchase, constitutes the "Offer"), copies of which were previously filed as
Exhibits (a)(1) and (a)(2) to the Schedule 13E-4, respectively, and incorporated
by reference therein. Terms defined in the Schedule 13E-4 and not separately
defined herein shall have the meanings specified in the Schedule 13e-4.
The following information amends the information previously included in
the Schedule 13E-4. This Amendment No. 2 to Schedule 13E-4 also constitutes the
final amendment to the Schedule 13E-4 pursuant to Rule 13e-4(c)(3) under the
Securities Exchange Act of 1934, as amended.
ITEM 8. ADDITIONAL INFORMATION.
Item 8 is hereby supplemented and amended by adding the following
information thereto:
The Offer expired at 5:00 pm, New York City time, on August 15, 1997.
Pursuant to the Offer, the Company acquired 448,583 Shares at a purchase price
of $10.25 per share. As stated in Section 1 of the Offer to Purchase, the
Company, may in its sole discretion, subsequent to August 29, 1997 (ten business
days after the expiration of the Offer), determine to purchase any outstanding
Shares in open market purchases, privately negotiated transactions or otherwise,
on such terms and at such prices as the Company may determine from time to time.
A copy of the Company's Press Release dated August 22, 1997 announcing
the preliminary results of the Offer is attached hereto as Exhibit (a)(7).
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(7) Form of Press Release issued by the Company, dated August 22,
1997.
2
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: August 28, 1997
/S/ SAMUEL A. MILNE
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Name: Samuel A. Milne
Title: Executive Vice President and Chief
Financial Officer
3
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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(a)(8) Form of Press Release issued by the Company, dated August 22,
1997.
EXHIBIT 99.a.8
Schedule 13E-4 Exhibit (a)(8)
FOR IMMEDIATE RELEASE
August 22, 1997
BANKUNITED FINANCIAL CORPORATION COMPLETES TENDER OFFER
CORAL GABLES, FLA.--Alfred R. Camner, Chairman of the Board and Chief Executive
Officer of BankUnited Financial Corporation, Coral Gables, Florida, the holding
company of BankUnited, FSB, announced today that the Company's offer to purchase
any and all of its outstanding shares of 9% Noncumulative Perpetual Preferred
Stock at a price of $10.25 per share expired on Friday, August 15, 1997.
The stock is listed on the NASDAQ National Market System under the symbol
"BKUNO."
Camner reported that the Company purchased 448,583 shares which he noted would
save the company $350,000 annually in preferred dividend payments. He stated,
"We determined not to extend the time for our tender as a result of interest
rates having recently trended upward which could reduce the market price of the
preferred stock. Additionally, the preferred stock, which is not convertible, is
subject to call during the coming year. Because of the reduced number of total
shares outstanding, we believe it is possible that the shares of this preferred
stock will no longer trade on the NASDAQ National Market System."
Camner said that the determination of the actual number of shares to be
purchased is subject to final confirmation of proper delivery of all shares
tendered and not withdrawn. Payment for the shares tendered will occur as
promptly after proper delivery, Camner added.
BankUnited Financial currently has fifteen branch offices in Dade, Broward and
Palm Beach counties, Florida, and has two additional branches schedule to open
within the next 60 days. At June 30, 1997, the Company had assets of $1.8
billion, deposits of $1.1 billion and stockholders' equity of $101 million.
BankUnited Financial Corporation trades on the Nasdaq National Market. Its
common stock trades under the symbol BKUNA, and its preferred stocks trade under
the symbols, BKUNP, BKUNO, BKUNN and BKUNZ.
* * *
CONTACT: SAMUEL MILNE, CFO, BANKUNITED, (305) 569-2000
Distributed by: Boardroom Communications, (954) 321-6334
Contact: Linda Greck or Julie Silver
