SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
BANKUNITED FINANCIAL CORPORATION
(Name of Issuer)
CLASS A COMMON STOCK
(Title of Class of Securities)
06652B103
(CUSIP Number)
Alfred R. Camner
Camner, Lipsitz and Poller, 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
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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.
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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
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Number 7) Sole Voting Power
of 1,678,189
--------------------------------------------------------------
Shares
8) Shared Voting Power
Beneficially
202,042
Owned --------------------------------------------------------------
By 9) Sole Dispositive Power
Each 1,678,189
Reporting --------------------------------------------------------------
10) Shared Dispositive Power
Person
193,078
with
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Page 2 of 10 pages
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11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,880,232
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12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
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(13) Percent of Class Represented by Amount in Row (11)
9.6%
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(14) Type of Reporting Person
IN
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Page 3 of 10 pages
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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 exercise of options to acquire
shares of Class A Common Stock and Class B Common Stock (collectively, the
"Common Stock") and shares of Noncumulative Convertible Preferred Stock, Series
B (the "Series B Preferred Stock"), and (ii) upon the conversion of shares of
the Class B Common Stock and the Series B Preferred Stock beneficially owned by
the Reporting Person, including shares which may be received upon the exercise
of options to purchase Class B 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 Chairman of the Board and Chief
Executive Officer and Director of the Corporation and BankUnited, FSB, and
Senior Managing Director of the law firm of Camner, Lipsitz and Poller,
Professional Association, 550 Biltmore Way, Suite 700, Coral Gables, Florida.
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 1.
ITEM 4. PURPOSE OF TRANSACTION
See Exhibit 1.
Page 4 of 10 pages
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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 the exercise of stock options and conversion of
the Class B Common Stock and Series B Preferred Stock) 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>
Alfred R. Camner 1,678,189 202,042 1,678,189 193,078 1,880,232 (9.6%)
(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 that would be received upon the exercise of options
to acquire 516,568 shares of Class B Common Stock) owned by the
Reporting Person; 846,172 shares of Class A Common Stock that would be
received upon the conversion of 565,661 shares of Series B Preferred
Stock (including shares that would be received upon the exercise of
options to acquire 435,000 shares of Series B Preferred Stock); 8,965
shares of Class A Common Stock that the Reporting Person has the right
to acquire by the exercise of options; and 134,972 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, and 7,142
shares of Class A Common Stock that would be received upon the
conversion of 4,775 shares of Series B Preferred Stock held by Anne
Camner. The Reporting Person has been granted voting power over these
shares 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 27,057 shares
of Class B Common Stock) owned by Anne Solloway; 8,964 shares of Class
A Common Stock that Anne Solloway has the right to acquire by the
exercise of options; and 3,744 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"); 11,346 shares of Class A Common Stock that would be
received upon the conversion of 7,585 shares of Series B Preferred
Stock held in the Trust and 33,400 shares of Class A Common Stock held
in the Trust.
(5) Also includes 93,676 shares of Class A Common Stock that would be
received upon the conversion of 93,676 shares of Class B Common Stock
(including shares that would be received upon the exercise of options
to purchase 79,719 shares of Class B Common Stock) which are held by
the Camner Family Foundation, Inc. a non-profit charitable foundation
within the meaning of Section 501(c)(3) of the Internal Revenue Code,
of which the Reporting Person is a director.
Page 5 of 10 pages
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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 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 1 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 1 Description of transactions in the Corporation's stock by the
Reporting Person.
Page 6 of 10 pages
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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: March 31, 1999 /s/ ALFRED R. CAMNER
----------------------------------
Alfred R. Camner
Page 7 of 10 pages
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
1 Description of transactions in the Corporation's stock by the
Reporting Person.
Page 8 of 10 Pages
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EXHIBIT 1
This amended Schedule 13D has been filed to reflect acquisitions of
securities by the Reporting Person which 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 April 8, 1998 (the date of the last transaction
reported in Amendment No. 6 to this Schedule 13D). The stock and stock options
granted by the Corporation as indicated below have been granted under the
Corporation's 1996 Incentive Compensation and Stock Award Plan (the "1996 Plan")
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> <C>
2/17/99 1,856 $7.00 The Reporting Person was granted 1,241 shares
of Series B Preferred Stock (based on a fair
market value of $10.47 per share) as a bonus
for services rendered during the 1998 fiscal
year.
1/4/99 2,007 $8.00 Dividends on the Series B Preferred Stock
paid in shares of Class A Common Stock.
11/18/98 404 $8.875 The Reporting Person and his mother were
each granted 202 shares of Class A Common
Stock under the 1996 Plan.
11/18/98 1,200 -- The Reporting Person and his mother were
each granted an option to acquire 600 shares
of Class A Common Stock under the 1996
Plan.
10/14/98 37,397 $7.25 The Reporting Person was granted 25,000
shares of restricted Series B Preferred Stock
(based on a fair market value of $10.8452 per
share) under the 1996 Plan, which convert into
37,397 shares of Class A Common Stock.
10/14/98 179,508 -- Option granted under the 1996 Plan to acquire
120,000 shares of Series B Preferred Stock
which convert into 179,508 shares of Class A
Common Stock.
9/30/98 1,715 $11. 00 Dividend on Series B Preferred Stock paid in
shares of Class A Common Stock.
8/26/98 330 $10.975 The Reporting Person and his mother were
each granted 165 shares of Class A Common
Stock under the 1996 Plan.
Page 8 of 10 pages
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C> <C>
8/26/98 1,200 -- the Reporting Person and his mother were
each granted on option to acquire 600 shares
of Class A Common Stock under the 1996
Plan.
6/30/98 880 $16.50 Dividend on Series B Preferred Stock paid in
shares of Class A Common Stock.
5/20/98 210 $17.075 The Reporting Person and his mother were
each granted 105 shares of Class A Common
Stock under the 1996 Plan.
5/20/98 1,200 -- The Reporting Person and his mother were
each granted an option to acquire 600 shares
of Class A Common Stock under the 1996
Plan.
</TABLE>
Page 10 of 10 pages
