SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
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BANKUNITED FINANCIAL CORPORATION BANKUNITED CAPITAL III
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(Exact name of registrant as specified (Exact name of registrant as
in its charter) specified in its charter)
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FLORIDA 65-0377773 DELAWARE APPLIED FOR
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(State or other jurisdiction of (I.R.S. Employer (State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.) incorporation or organization) Identification No.)
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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, and telephone number, Address, including ZIP Code, and telephone number,
including area code, of registrant's principal executive offices) including area code, of registrant's principal executive offices)
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Securities to be registered pursuant to Section 12 (b) of the act:
___% Cumulative Trust Preferred Securities of BankUnited Capital III
____% Junior Subordinated Deferrable Interest Debentures of BankUnited
Financial Corporation
BankUnited Financial Corporation Guarantee with respect to the Trust
Preferred Securities
If this Form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [X]
If this Form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is to become effective
pursuant to General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: 333-28677 and 333-28677-01
Securities to be registered pursuant to Section 12(g) of the act: None
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The information is set forth under the caption "Description of the
Preferred Securities," "Description of the Junior Subordinated Debentures,"
"Description of the Guarantee," and "Relationship Among the Preferred
Securities, the Junior Subordinated Debentures, the Expense Agreement and the
Guarantee" in the prospectus contained in the Form S-2 Registration Statement,
the Amendment No. 1 to Form S-2 on Form S-3, and the Amendment No. 2 to Form S-3
of BankUnited Financial Corporation and BankUnited Capital III which were filed
with the Securities and Exchange Commission (the "Commission") on June 6, 1997,
February 20, 1998 and February 27, 1998, respectively (collectively, and
together with all subsequent amendments, the "Form S-3 Registration Statement")
(File Nos. 333-28677 and 333-28677-01), which Form S-3 Registration Statement is
incorporated herein by reference.
Item 2. EXHIBITS *
1. Form of certificate for the ___% Cumulative Trust Preferred
Securities of BankUnited Capital III (included as an exhibit
to Exhibit 4.7 to the Form S-3 Registration Statement).
2. Trust Agreement of BankUnited Capital III (Exhibit 4.6 to the
Form S-3 Registration Statement).
3. Form of Amended and Restated Trust Agreement of BankUnited
Capital III (Exhibit 4.7 to the Form S-3 Registration
Statement).
4. Form of Indenture with respect to BankUnited Financial
Corporation's ___% Junior Subordinated Deferrable Interest
Debentures (Exhibit 4.3 to the Form S-3 Registration
Statement).
5. Form of ____% Junior Subordinated Deferrable Interest
Debenture (included as an exhibit to Exhibit 4.3 of the Form
S-3 Registration Statement).
6. Form of Guarantee Agreement for BankUnited Capital III
(Exhibit 4.9 to the Form S-3 Registration Statement).
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* Exhibits containing a parenthetical reference in their description are
incorporated herein by reference from the documents described in the
parenthetical reference.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
BANKUNITED FINANCIAL CORPORATION
DATE: March 2, 1998 By: /s/ SAMUEL A. MILNE
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Samuel A. Milne
Executive Vice President and
Chief Financial Officer
BANKUNITED CAPITAL III
By: /s/ NANCY L. ASHTON
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Nancy L. Ashton
Administrative Trustee
