As filed with the Securities and Exchange Commission on
December 19, 1997.
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BANK UNITED CORP.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-3528556
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
3200 Southwest Freeway
Suite 1600
Houston, TX 77251
(Address of Principal Executive Offices)
1996 STOCK INCENTIVE PLAN
DIRECTOR STOCK COMPENSATION PLAN
EXECUTIVE MANAGEMENT COMPENSATION PROGRAM
(Full Title of the Plans)
Jonathon K. Heffron
Executive Vice President and General Counsel
3200 Southwest Freeway
Houston, TX 77251
(713) 543-6500
(Name, Address and Telephone Number of Agent for Service)
Copy to:
Craig M. Wasserman, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
TITLE AMOUNT MAXIMUM MAXIMUM AMOUNT OF
OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE
Class A Common
Stock, par value
$.01 per share 3,322,862 shares $41.375 $137,483,415.30 $41,661.64
(1) Plus such indeterminate number of shares as may be
issued to prevent dilution resulting from stock splits,
stock dividends or similar transactions in accordance
with Rule 416 under the Securities Act of 1933.
(2) Pursuant to Rule 457(h) and Rule 457(c) under the
Securities Act of 1933, the proposed maximum offering
price per share and the registration fee are based on
the reported average of the high and low prices for the
Registrant's Class A Common Stock on the Nasdaq Stock
Market National Market on December 15, 1997.
<PAGE>
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed by Bank
United Corp. (the "Company") with the Securities and Exchange
Commission (the "SEC") and are incorporated herein by refer-
ence:
(i) The Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1996 (as filed
December 20, 1996) (Commission File No. 0000906420);
(ii) The Company's Quarterly Reports on Form 10-Q for the
quarters ended December 31, 1996 (as filed February
14, 1997), March 31, 1997 (as filed May 14, 1997),
and June 30, 1997 (as filed August 14, 1997)
(Commission File No. 0000906420);
(iii)The description of the Company's Class A Common Stock
contained in the Company's Registration Statement on
Form S-1 (No. 333-06229) filed with the SEC on June
18, 1996 including the exhibits thereto, as amended
by Amendment No. 1 thereto filed on June 19, 1996, by
Amendment No. 2 thereto filed on July 26, 1996, and
by Amendment No. 3 thereto filed on August 7, 1996.
All documents filed subsequent to the date hereof by
the Company with the SEC pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") and prior to the filing of a post-effective amendment
hereto which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein
and made a part hereof from their respective dates of filing
(such documents, and the documents enumerated above, being
hereinafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document
or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein or in any other subse-
quently filed Incorporated Document modifies or supersedes such
statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to consti-
tute a part hereof.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the securities to be issued pursuant
to the Company's 1996 Stock Incentive Plan, the Director Stock<PAGE>
Compensation Plan and the Executive Management Compensation
Program will be passed upon for the Company by Jonathon K. Hef-
fron, Executive Vice President and General Counsel of the Com-
pany. Mr. Heffron beneficially owns shares and options to
purchase shares of the Company's common stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law
(the "DGCL") provides that a corporation may indemnify direc-
tors and officers as well as other employees and individuals
against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred
by them in connection with specified actions, suits or proceed-
ings, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation, a
"derivative action") if they acted in good faith and in a man-
ner they reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any
criminal action or proceeding, if they had no reasonable cause
to believe their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that in-
demnification only extends to expenses (including attorneys'
fees) incurred in connection with the defense or settlement of
such actions, and the statute requires court approval before
there can be any indemnification where the person seeking in-
demnification has been found liable to the corporation. The
statute provides that it is not exclusive of other indemnifica-
tion that may be granted by a corporation's bylaws, disinter-
ested director vote, stockholder vote, agreement or otherwise.
The Restated Certificate of Incorporation of the Com-
pany (the "Certificate") provides that each person who was or
is made a party or is threatened to be made a party to or is
involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the
fact that such person, or a person of whom such person is the
legal representative, is or was a director or officer of the
Company or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation or
of a partnership, joint venture, trust or other enterprise, in-
cluding service with respect to employee benefit plans, whether
the basis of such proceeding is alleged action in an official
capacity as a director, officer, employee or agent or in any
other capacity while serving as a director, officer, employee
or agent, will be indemnified and held harmless by the Company
to the fullest extent authorized by the DGCL, as the same ex-
ists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the
Company to provide broader indemnification rights than said law
permitted the Company to provide prior to such amendment),
against all expense, liability and loss reasonably incurred or
suffered by such person in connection therewith. Such right to
-2-<PAGE>
indemnification includes the right to have the Company pay the
expenses incurred in defending any such proceeding in advance
of its final disposition, subject to the provisions of the
DGCL. Such rights are not exclusive of any other right which
any person may have or thereafter acquire under any statute,
provision of the Certificate, By-Laws, agreement, vote of
stockholders or disinterested directors or otherwise. No re-
peal or modification of such provision will in any way diminish
or adversely affect the rights of any director, officer, em-
ployee or agent of the Company thereunder in respect of any oc-
currence or matter arising prior to any such repeal or modifi-
cation. The Certificate also specifically authorizes the Com-
pany to maintain insurance and to grant similar indemnification
rights to employees or agents of the Company.
The DGCL permits a corporation to provide in its cer-
tificate of incorporation that a director of the corporation
shall not be personally liable to the corporation or its stock-
holders for monetary damages for breach of fiduciary duty as a
director, except for liability for (i) any breach of the
director's duty of loyalty to the corporation or its stockhold-
ers, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii)
payments of unlawful dividends or unlawful stock repurchases or
redemptions, or (iv) any transaction from which the director
derived an improper personal benefit.
The Certificate provides that a director of the Com-
pany will not be personally liable to the Company or its stock-
holders for monetary damages for breach of fiduciary duty as a
director, except, if required by the DGCL as amended from time
to time, for liability (i) for any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for
acts or omissions not in good faith or which involve inten-
tional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL, which concerns unlawful payments of
dividends, stock purchases or redemptions, or (iv) for any
transaction from which the director derived an improper per-
sonal benefit. Neither the amendment nor repeal of such provi-
sion will eliminate or reduce the effect of such provision in
respect of any matter occurring, or any cause of action, suit
or claim that, but for such provision, would accrue or arise
prior to such amendment or repeal.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
-3-<PAGE>
ITEM 8. EXHIBITS.
Exhibit Number Description
4.1 Bank United Corp. 1996 Stock Incentive
Plan (filed as Exhibit 10.26 to the
Company's registration statement on Form
S-1 (No. 333-06229) and incorporated by
reference herein)
4.2 Bank United Corp. Director Stock Compen-
sation Plan (filed as Exhibit 10.27 to
the Company's registration statement on
Form S-1 (No. 333-06229) and incorporated
by reference herein)
5 Opinion of Jonathon K. Heffron, executive
Vice President and General Counsel
15.1 Letter of Deloitte & Touche LLP regarding
unaudited interim financial information
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Jonathon K. Heffron (included
in his opinion filed as Exhibit 5)
24 Power of Attorney
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes to file,
during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the regis-
tration statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in the reg-
istration statement;
(iii) To include any material information with respect
to the plan of distribution not previously dis-
closed in the registration statement or any ma-
terial change to such information in the reg-
istration statement;
-4-<PAGE>
provided, however, that paragraphs (a)(i) and (a)(ii)
above do not apply if the information required to be
included in a post-effective amendment by those para-
graphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorpo-
rated by reference in the registration statement.
(b) The undersigned registrant hereby undertakes that,
for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(c) The undersigned registrant hereby undertakes to re-
move from registration by means of a post-effective
amendment any of the securities being registered
which remain unsold at the termination of the offer-
ing.
(d) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the
Securities Act of 1933, each filing of the regis-
trant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where ap-
plicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Ex-
change Act) that is incorporated by reference in the
registration statement shall be deemed to be a new
registration statement relating to the securities of-
fered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.
(e) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission
such indemnification is against public policy as ex-
pressed in the Securities Act of 1933 and is, there-
fore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of
the registrant in the successful defense of any ac-
tion, suit or proceeding) is asserted by such direc-
tor, officer or controlling person in connection with
the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has
-5-<PAGE>
been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question
whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and
will be governed by the final adjudication of such
issue.
-6-<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in Houston, Texas, on December 19, 1997.
BANK UNITED CORP.
By:/s/ BARRY C. BURKHOLDER
Barry C. Burkholder
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURES TITLE DATE
(1) Principal Executive Officer:
/s/ BARRY C. BURKHOLDER President and December 19, 1997
Barry C. Burkholder Chief Executive Officer
(2) Principal Financial and
Accounting Officer:
/s/ ANTHONY J. NOCELLA Chief Financial Officer December 19, 1997
Anthony J. Nocella
(3) Directors:
* Director December 19, 1997
Lewis S. Ranieri
* Director December 19, 1997
Salvatore A. Ranieri
* Director December 19, 1997
Scott A. Shay
Director December 19, 1997
Barry C. Burkholder
* Director December 19, 1997
Lawrence Chimerine, Ph.D.
* Director December 19, 1997
David M. Golush<PAGE>
* Director December 19, 1997
Paul M. Horvitz, Ph.D.
* Director December 19, 1997
Alan E. Master
Director December 19, 1997
Anthony J. Nocella
* Director December 19, 1997
Patricia A. Sloan
* Director December 19, 1997
Kendrick R. Wilson III
* Director December 19, 1997
Michael S. Stevens
*Signed pursuant to a power of attorney granted to Barry C. Burkholder and
Jonathon K. Heffron.<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
4.1 Bank United Corp. 1996 Stock Incentive Plan (filed as
Exhibit 10.26 to the Company's registration statement
on Form S-1 (No. 333-06229) and incorporated by ref-
erence herein)
4.2 Bank United Corp. Director Stock Compensation Plan
(filed as Exhibit 10.27 to the Company's registration
statement on Form S-1 (No. 333-06229) and incorpo-
rated by reference herein)
5 Opinion of Jonathon K. Heffron, Executive Vice Presi-
dent and General Counsel
15.1 Letter of Deloitte & Touche LLP regarding unaudited
interim financial information
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Jonathon K. Heffron (included in his opin-
ion filed as Exhibit 5)
24 Power of Attorney<PAGE>
EXHIBIT 5
[BANK UNITED CORP. LETTERHEAD]
December 19, 1997
Ladies and Gentlemen:
With reference to the registration statement on Form S-8 which
Bank United Corp. (the "Company") proposes to file with the Se-
curities and Exchange Commission (the "SEC") under the Securi-
ties Act of 1933, as amended, registering 3,322,862 shares of
Class A common stock, par value $.01 per share, of the Company
(the "Shares") which may be offered and sold by the Company un-
der the Bank United Corp. 1996 Stock Incentive Plan, the Di-
rector Stock Compensation Plan and the Executive Management
Compensation Program (collectively, the "Plans"), which Shares,
under the terms of the Plans may be authorized and unissued
shares, treasury shares, or shares purchased on the open market
or otherwise, I am of the opinion that:
(i) the Company is a corporation duly orga-
nized, validly existing and in good standing under the
laws of the State of Delaware, and
(ii) all proper corporate proceedings have been
taken so that any Shares to be offered and sold which are
of original issuance, upon sale and payment therefor in
accordance with the Plans and the resolutions of the Board
of Directors relating to the offering and sale of common
shares thereunder, will be legally issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion with the SEC in
connection with the registration statement referred to above.
Very truly yours,
/s/ Jonathon K. Heffron
Jonathon K. Heffron<PAGE>
EXHIBIT 15.1
Bank United Corp.
3200 Southwest Freeway
Houston, Texas
We have made a review, in accordance with standards established
by the American Institute of Certified Public Accountants, of
the unaudited interim financial information of Bank United
Corp. and its subsidiaries (collectively known as the
"Company") for the periods ended December 31, 1996 and 1995,
March 31, 1997 and 1996, and June 30, 1997 and 1996, as
indicated in our reports dated January 23, 1997, April 22,
1997, and July 23, 1997, respectively; because we did not
perform an audit, we expressed no opinion on that information.
We are aware that our reports referred to above, which were
included in your Quarterly Reports on Form 10-Q for the
quarters ended December 31, 1996, March 31, 1997, and June 30,
1997, are being used in this Registration Statement.
We also are aware that the aforementioned reports, pursuant to
Rule 436(c) under the Securities Act of 1933, are not
considered a part of the Registration Statement prepared or
certified by an accountant or a report prepared or certified by
an accountant within the meaning of Sections 7 and 11 of that
Act.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Houston, Texas
December 17, 1997
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of Bank United Corp. on Form S-8 of our
report dated October 28, 1996, appearing in the Annual Report
on Form 10-K of Bank United Corp. for the year ended September
30, 1996.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Houston, Texas
December 17, 1997
EXHIBIT 24
BANK UNITED CORP.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each Director of Bank
United Corp. whose signatures appears below and the Authorized Rep-
resentative in the United States whose signature appears below con-
stitutes and appoints Barry C. Burkholder and Jonathon K. Heffron
and each of them, with full power to act without the other, his true
and lawful attorneys-in-fact and agents, with full and several power
of substitution, for him and in his name, place and stead, in any
and all capacities, to sign a registration statement on Form S-8 to
be filed with the Securities and Exchange Commission on December 19,
and any or all amendments, including post-effective amendments, and
supplements thereto file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents
and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as they or
he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or their or
his substitute, may lawfully do or cause to be done by virtue
hereof.
NAME TITLE SIGNATURE DATE
Lewis S. Ranieri Director /s/ Lewis S. Ranieri 12/19/97
Salvatore A. Ranieri Director /s/ Salvatore A. Ranieri 12/19/97
Barry C. Burkholder Director _____________________________ ________
Lawrence Chimerine,
Ph.D. Director /s/ Lawrence Chimerine, Ph.D. 12/19/97
David M. Golush Director /s/ David M. Golush 12/19/97<PAGE>
BANK UNITED CORP.
POWER OF ATTORNEY
Page -2-
NAME TITLE SIGNATURE DATE
Paul M. Horvitz, Ph.D. Director /s/ Paul M. Horvitz, Ph.D. 12/19/97
Alan E. Master Director /s/ Alan E. Master 12/19/97
Anthony J. Nocella Director __________________________ ________
Scott A. Shay Director /s/ Scott A. Shay 12/19/97
Patricia A. Sloan Director /s/ Patricia A. Sloan 12/19/97
Michael S. Stevens Director /s/ Michael S. Stevens 12/19/97
Kendrick R. Wilson III Director /s/ Kendrick R. Wilson III 12/19/97
