SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 8)
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
<PAGE>
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.
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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
- --------------------------------------------------------------------------------
Number 7) Sole Voting Power
of 1,713,935
Shares -----------------------------------------------------
Beneficially 8) Shared Voting Power
Owned 211,542
By -----------------------------------------------------
Each 9) Sole Dispositive Power
Reporting 1,713,935
Person -----------------------------------------------------
with 10) Shared Dispositive Power
204,486
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Page 2 of 10 pages
<PAGE>
11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,925,478
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12) Check if the Aggregate Amount in Row (11) excludes certain
shares [X] *
* Does not include shares subject to options which are
not exercisable within 60 days.
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13) Percent of Class Represented by Amount in Row (11)
9.9%
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14) Type of Reporting Person
IN
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Page 3 of 10 pages
<PAGE>
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 exercisable
within 60 days 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 exercisable within 60 days. 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 by the Reporting Person (assuming the exercise of stock
options exercisable within 60 days and the conversion of all shares of Class B
Common Stock and Series B Preferred Stock which are either held or subject to
options exercisable within 60 days).
<TABLE>
<CAPTION>
Voting Dispositive
Power Power Total
--------------------- -------------------- (Percent of
Sole Shared Sole Shared Shares Outstanding)
---- ------ ---- ------ -------------------
<S> <C> <C> <C> <C> <C>
Alfred R. Camner 1,713,935 211,542 1,713,935 204,486 1,925,478 (9.9%)
(1)(2)(3)(4) (2)
<FN>
- ---------------------------
(1) Includes shares which are held or may be acquired by Anne Camner, the
Reporting Person's wife. The Reporting Person has been granted voting
power for these shares under a revocable proxy.
(2) Includes shares which are held or may be acquired by Anne Solloway, the
Reporting Person's mother. The Reporting Person has been granted voting
and dispositive power under a durable family power of attorney as to
all shares held by Anne Solloway.
(3) Includes shares which are held or may be acquired by an irrevocable
trust for the benefit of the Reporting Person's descendants, of which
the Reporting Person is trustee.
(4) Also includes shares which are held or may be acquired 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.
</FN>
</TABLE>
Anne Camner is a United States citizen and private investor 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 and 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.
Page 5 of 10 pages
<PAGE>
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
<PAGE>
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
-----------------------
February 22, 2000 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
<PAGE>
Exhibit 1
This amended Schedule 13D has been filed to reflect acquisitions of
securities by the Reporting Person which in the aggregate increase the Reporting
Person's beneficial ownership of the Class A Common Stock by one percent or more
since the last amendment.
Set forth below is a summary of the Reporting Person's acquisitions in
the Corporation's stock since February 17, 1999 (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>
12/17/99 3,000 $7.375 Open market purchase with personal funds,
for investment purposes.
12/7/99 5,000 $8.8178 Open market purchase with personal funds,
for investment purposes.
12/7/99 7,000 $8.8178 Open market purchase with personal funds,
for investment purposes, by trust for the
benefit of descendants (the "Trust").
11/17/99 75,000 -- Option to purchase 75,000 shares of Class A
Common Stock at an exercise price of $8.625
per share, granted under the 1996 Plan as a
bonus for fiscal 1999 services. This option is
not exercisable within 60 days.
11/17/99 138 $8.625 The Reporting Person and his mother were
each granted 69 shares of Class A Common
Stock under the 1996 Plan for directors' fees.
11/17/99 1,200 -- The Reporting Person's mother was granted
an option under the 1996 Plan to purchase
1,200 shares of Class A Common Stock at an
exercise price of $8.625, for directors' fees.
10/6/99 3,170 $7.9375 Dividends on Series B Preferred Stock paid in
shares of Class A Common Stock, including
2,958 shares paid to the Reporting Person, 82
shares paid to his wife and 130 shares paid to
the Trust.
Page 9 of 10 pages
<PAGE>
8/25/99 1,200 -- The Reporting Person and his mother were
each granted an option under the 1996 Plan to
acquire 600 shares of Class A Common Stock
at an exercise price of $9.71875, for directors'
fees.
8/25/99 372 $9.71875 The Reporting Person and his mother were
each granted 186 shares of Class A Common
Stock under the 1996 Plan, for directors' fees.
7/1/99 2,043 Dividends on Series B Preferred Stock paid in
shares of Class A Common Stock.
5/27/99 74,795 -- Option granted under the 1996 Plan to
purchase 50,000 shares of Series B Preferred
Stock at an exercise price of $13.1834 per
share. This option is not exercisable within 60
days.
5/26/99 1,200 -- The Reporting Person and his mother were
each granted an option under the 1996 Plan to
acquire 600 shares of Class A Common Stock
at an exercise price of $9.0625 per share, for
directors' fees.
5/26/99 394 $9.0625 The Reporting Person and his mother were
each granted 197 shares of Class A Common
Stock under the 1996 Plan, for directors' fees.
4/1/99 3,165 $7.125 Dividends on Series B Preferred Stock paid in
shares of Class A Common Stock.
3/24/99 17,950 -- Option granted as a bonus under the 1996 Plan
to purchase 12,000 shares of Series B
Preferred Stock at an exercise price of $9.817
per share.
</TABLE>
Page 10 of 10 pages
