SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
BANKUNITED FINANCIAL CORPORATION
(Name of Issuer)
CLASS A COMMON STOCK
(Title of Class of Securities)
06652B103
(CUSIP Number)
ALFRED R. CAMNER
STUZIN AND CAMNER, P.A.
550 BILTMORE WAY, SUITE 700
CORAL GABLES, FLORIDA 33134
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
SEE ITEM 3
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
Page 1 of 10 pages
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CUSIP No. 06652B103
- --------------------------------------------------------------------------------
1) Name of Reporting Person; S.S. or I.R.S. Identification No. of Above
Person
Alfred R. Camner
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2) Check the Appropriate Box if a Member of a Group
(b) [X] The Reporting Person disclaims membership in a group.
- --------------------------------------------------------------------------------
3) SEC Use Only
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4) Source of Funds
See Item 3.
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
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6) Citizenship or Place of Organization
United States
- --------------------------------------------------------------------------------
Number 7) Sole Voting Power
of 1,471,042
Shares -----------------------------------------------------
8) Shared Voting Power
Beneficially 181,282
Owned -----------------------------------------------------
By 9) Sole Dispositive Power
Each 1,471,042
Reporting -----------------------------------------------------
10) Shared Dispositive Power
Person 174,118
with
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11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,652,324
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11)
8.9%
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14) Type of Reporting Person
IN
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ITEM 1. SECURITY AND ISSUER
This amended Schedule 13D relates to shares of Class A Common Stock
(the "Class A Common Stock") of BankUnited Financial Corporation (the
"Corporation"), a savings and loan holding company, the principal subsidiary of
which is BankUnited, FSB. The address of the Corporation's principal executive
offices is 255 Alhambra Circle, Coral Gables, Florida 33134.
The shares of Class A Common Stock shown in Item 5 as beneficially
owned by Alfred R. Camner (the "Reporting Person") include shares that would be
received by the Reporting Person (i) upon the conversion of shares of the
Corporation's Class B Common Stock (the "Class B Common Stock," and collectively
with the Class A Common Stock, the "Common Stock") and the Corporation's
Noncumulative Convertible Preferred Stock, Series B (the "Series B Preferred
Stock"), beneficially owned by the Reporting Person and (ii) upon the exercise
of options to acquire Common Stock and Series B Preferred Stock. Each share of
Series B Preferred Stock is convertible into 1.4959 shares of Class B Common
Stock and each share of Class B Common Stock is convertible into one share of
Class A Common Stock.
ITEM 2. IDENTITY AND BACKGROUND
This amended Schedule 13D is filed by the Reporting Person, a United
States citizen, whose principal occupations are attorney and member of the law
firm of Stuzin and Camner, Professional Association, 550 Biltmore Way, Suite
700, Coral Gables, Florida, and Chairman of the Board, Chief Executive Officer,
President and Director of the Corporation and BankUnited, FSB.
The Reporting Person during the last five years has not (a) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (b) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
been or been subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
See Exhibit A.
ITEM 4. PURPOSE OF TRANSACTION
See Exhibit A.
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ITEM 5. INTEREST IN SECURITIES OF ISSUER
Set forth below is information relating to the beneficial ownership of
Class A Common Stock (assuming conversion of the Class B Common Stock and
Preferred Stock and exercise of stock options) by the Reporting Person.
<TABLE>
<CAPTION>
VOTING DISPOSITIVE
POWER POWER TOTAL
------------------------ ------------------------ (PERCENT OF
SOLE SHARED SOLE SHARED SHARES OUTSTANDING)
---- ------ ---- ------ -------------------
<S> <C> <C> <C> <C> <C> <C>
Alfred R. Camner 1,471,042 181,282 1,471,042 174,118 1,652,324 (8.9%)
(1) (2)(3)(4)(5) (1) (3)(5)
</TABLE>
---------------------------
(1) Reflects 688,080 shares of Class A Common Stock that would be received
upon the conversion of 688,080 shares of Class B Common Stock
(including shares received upon the exercise of options to acquire
516,568 shares of Class B Common Stock) owned by the Reporting Person;
174,691 shares of Class A Common Stock that would be received upon the
conversion of 116,780 shares of Series B Preferred Stock owned by the
Reporting Person; 7,165 shares of Class A Common Stock that the
Reporting Person has the right to acquire by the exercise of options;
and 129,898 shares of Class A Common Stock owned by the Reporting
Person.
(2) Includes 1,914 shares of Class A Common Stock that would be received
upon the conversion of 1,914 shares of Class B Common Stock held
individually by Anne Camner, the Reporting Person's wife, as to which
shares the Reporting Person has been granted voting power under a
revocable proxy.
(3) Includes 31,856 shares of Class A Common Stock that would be received
upon the conversion of 31,856 shares of Class B Common Stock (including
shares received upon the exercise of options to acquire 27,638 shares
of Class B Common Stock) owned by Anne Solloway; 7,164 shares of Class
A Common Stock that Anne Solloway has the right to acquire by the
exercise of options; and 3,272 shares of Class A Common Stock owned by
Anne Solloway. The Reporting Person has been granted voting power under
a durable family power of attorney as to all shares held by Anne
Solloway.
(4) Includes 10,000 shares of Class A Common Stock that would be received
upon the conversion of 10,000 shares of Class B Common Stock held in an
irrevocable trust for the benefit of the Reporting Person's descendants
(the "Trust"); and 33,400 shares of Class A Common Stock held in the
Trust.
(5) Also includes options to purchase 93,676 shares of Class B Common Stock
(convertible into 93,676 shares of Class A Common Stock) transferred by
the Reporting Person as a bona fide gift to the Camner Family
Foundation, Inc. The Camner Family Foundation, Inc. is a non-profit
charitable foundation within the meaning of Section 501(c)(3) of the
Internal Revenue Code.
Anne Camner is a United States citizen, who is a private investor and
whose address is 550 Biltmore Way, Suite 700, Coral Gables, Florida 33134.
Anne Camner during the last five years has not (a) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(b) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding been or been subject
to
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a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Anne Solloway is a United States citizen, who is a private investor and
whose address is 550 Biltmore Way, Suite 700, Coral Gables, Florida 33134.
Anne Solloway during the last five years has not (a) been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
(b) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding been or been subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
See Exhibit A for information on the Reporting Person's transactions in
the class of securities reported.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
See Item 5.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A Description of transactions in the Corporation's stock
by the Reporting Person.
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SIGNATURE.
After reasonable 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:
/S/ ALFRED R. CAMNER
-------------------------------
Alfred R. Camner
Page 7 of 10 pages
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EXHIBIT A
This amended Schedule 13D has been filed to reflect acquisitions of
securities by the Reporting Person which substantially increase the Reporting
Person's beneficial ownership of the Class A Common Stock.
Set forth below is a summary of the Reporting Person's acquisitions in
the Corporation's stock since June 30, 1997 (the date of the last transaction
reported in Amendment No. 5 to this Schedule 13D). The stock options referred to
below have been granted under the Corporation's stock option plans. These plans
are the Nonstatutory 1992 Stock Option Plan (the "1992 Plan"), the 1994
Incentive Stock Option Plan (the "1994 Plan"), and the 1996 Incentive
Compensation and Stock Award Plan (the "1996 Plan"). Shares of Common Stock
granted by the Corporation (but not including shares issued in lieu of cash
dividend payments) have been granted under the 1992 Stock Bonus Plan (the "1992
Bonus Plan") or the 1996 Plan, and shares of Series B Preferred Stock granted by
the Corporation have been granted under the 1996 Plan. Shares of stock and
options granted under the 1996 Plan and the 1992 Bonus Plan have been granted
for services rendered as a director or officer of the Corporation. All
transactions were effected at the Corporation's principal executive offices in
Coral Gables, Florida.
<TABLE>
<CAPTION>
NUMBER OF
NUMBER OF SHARES SHARES PRICE PER DESCRIPTION OF
DATE ACQUIRED DISPOSED SHARE TRANSACTION EFFECTED
- -------- ---------------- --------- --------- -----------------------------------
<S> <C> <C> <C>
4/8/98 67,397 See The Reporting Person used his personal funds to
Description purchase for investment purposes, in a public
offering, 28,500 shares of Class B Common Stock
(convertible into 28,500 shares of Class A Common
Stock) at a price of $14.00 per share, and, in a
simultaneous direct offering by the Corporation,
25,000 shares of Series B Preferred Stock
(convertible into 37,397 shares of Class A Common
Stock) at a price of $20.9426 per share, and 1,500
shares of Class A Common Stock at a price of $14.00
per share.
3/17/98 52,356 -- Option to acquire 35,000 shares of Series B Preferred
Stock, which convert into 52,356 shares of Class A
Common Stock, granted under the 1996 Plan.
2/23/98 268 $13.493 The Reporting Person and his mother were each
granted 134 shares of Class A Common Stock under
the 1996 Plan.
2/23/98 1,200 -- The Reporting Person and his mother were each
granted an option to acquire 600 shares of Class A
Stock under the 1996 Plan.
</TABLE>
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<TABLE>
<CAPTION>
NUMBER OF
NUMBER OF SHARES SHARES PRICE PER DESCRIPTION OF
DATE ACQUIRED DISPOSED SHARE TRANSACTION EFFECTED
- -------- ---------------- --------- --------- -----------------------------------
<S> <C> <C> <C>
2/23/98 194,467 -- Option to acquire 130,000 shares of Series B
Preferred Stock, which convert into 194,467 shares of
Class A Common Stock, granted under the 1996 Plan.
1/5/98 573 $15.40625 Dividends on the Series B Preferred Stock paid in
shares of Class A Common Stock.
12/15/97 1,139 -- Option to acquire 762 shares of Series B Preferred
Stock, which convert into 1,139 shares of Class A
Common Stock, granted under the 1996 Plan.
11/17/97 240 $13.235 The Reporting Person and his mother were each granted
120 shares of Class A Common Stock under the 1996
Plan.
11/17/97 1,020 -- The Reporting Person and his mother were each granted
an option to acquire 510 shares of Class A Common
Stock under the 1996 Plan.
10/27/97 149,590 -- Option to acquire 100,000 shares of Series B
Preferred Stock, which convert into 149,590 shares of
Class A Common Stock, granted under the 1996 Plan.
10/27/97 29,918 -- 20,000 shares of restricted Series B Preferred Stock,
which convert into 29,918 shares of Class A Common
Stock, granted under the 1996 Plan.
10/27/97 74,795 -- Option to acquire 50,000 shares of Series B Preferred
Stock, which convert into 74,795 shares of Class A
Common Stock, granted under the 1996 Plan.
</TABLE>
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<TABLE>
<CAPTION>
NUMBER OF
NUMBER OF SHARES SHARES PRICE PER DESCRIPTION OF
DATE ACQUIRED DISPOSED SHARE TRANSACTION EFFECTED
- -------- ---------------- --------- --------- -----------------------------------
<S> <C> <C> <C>
10/10/97 3,674 -- Shares of Class A Common Stock acquired by the
Reporting Person pursuant to the conversion of 2,200
shares of Noncumulative Convertible Preferred Stock,
Series 1996 (the "Series 1996 Preferred Stock") at a
conversion rate of 1.67 shares of Class A Common
Stock for each share of Series 1996 Preferred Stock.
10/10/97 33,400 -- Shares of Class A Common Stock acquired by the Trust
upon the conversion of 20,000 shares of Series 1996
Preferred Stock at a conversion rate of 1.67 shares
of Class A Common Stock for each share of Series 1996
Preferred Stock.
9/30/97 748 $13.125 Dividend on Series B Preferred Stock paid in shares
of Class A Common Stock.
8/25/97 280 $10.741 The Reporting Person and his mother were each granted
140 shares of Class Common Stock under the 1992 Bonus
Plan.
8/25/97 930 -- The Reporting Person and his mother were each granted
an option to acquire 465 shares of Class A Common
Stock under the 1996 Plan.
</TABLE>
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