-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TyrBxJhhPSXXNMKpENEo6toAAGnxYEA61AnLN8vQt/k2/9eddCy8E9fjTsq6dDTL i1omgC0aHJ9s7ibXmjPZLw== 0001144204-08-023209.txt : 20080418 0001144204-08-023209.hdr.sgml : 20080418 20080418161646 ACCESSION NUMBER: 0001144204-08-023209 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080418 DATE AS OF CHANGE: 20080418 GROUP MEMBERS: MOMAR CORPORATION GROUP MEMBERS: UNITED EQUITIES COMPANY, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BANKUNITED FINANCIAL CORP CENTRAL INDEX KEY: 0000894490 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 650377773 STATE OF INCORPORATION: FL FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-43701 FILM NUMBER: 08764796 BUSINESS ADDRESS: STREET 1: 255 ALHAMBRA CIRCLE CITY: CORAL GABLES STATE: FL ZIP: 33134 BUSINESS PHONE: 3055692000 MAIL ADDRESS: STREET 1: 255 ALHAMBRA CIRCLE CITY: CORAL GABLES STATE: FL ZIP: 33134 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARX MOSES CENTRAL INDEX KEY: 0000941992 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 2123492875 MAIL ADDRESS: STREET 1: 160 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10038 SC 13D 1 v111101_sc13d.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. _____)* 
 
BANKUNITED FINANCIAL CORPORATION
(Name of Issuer)


CLASS A COMMON STOCK
(Title of Class of Securities)


06652B103
(CUSIP Number)

Emanuel J. Adler, Esq.
Blank Rome LLP
405 Lexington Avenue
New York, NY 10174
212-885-5000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)


April 8, 2008
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
 
The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on 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 (however, see the Notes)
 
PAGE 1 OF 11

 
CUSIP No.  06652B103
 
 
     
1
NAMES OF REPORTING PERSONS.
 
     
 
MOSES MARX
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
   
(a) x
   
(b) o
3
SEC USE ONLY
 
     
     
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
     
  PF  
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
     
   
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     
  United States  
 
7
SOLE VOTING POWER
 
   
 
  
1,955,000
Number of
8
SHARED VOTING POWER
Shares
   
Beneficially
   N/A
Owned by
9
SOLE DISPOSITIVE POWER
Each Reporting
   
Person With
  
1,955,000
 
10
SHARED DISPOSITIVE POWER
 
   
    
N/A
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
     
 
1,955,000
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 
 
     
      
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
     
 
5.55%
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
     
  IN  
 
PAGE 2 OF 11

 
CUSIP No.  06652B103
 
 
     
1
NAMES OF REPORTING PERSONS.
 
     
 
MOMAR CORPORATION
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
   
(a) x
   
(b) o
3
SEC USE ONLY
 
     
     
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
     
 
WC
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
     
   
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     
 
Maryland
 
 
7
SOLE VOTING POWER
 
   
 
  
1,000,000
Number of
8
SHARED VOTING POWER
Shares
   
Beneficially
   N/A
Owned by
9
SOLE DISPOSITIVE POWER
Each Reporting
   
Person With
  
1,000,000
 
10
SHARED DISPOSITIVE POWER
 
   
    
N/A
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
     
 
1,000,000
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 
 
     
      
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
     
 
2.84%
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
     
  CO  
 
PAGE 3 OF 11

 
CUSIP No.  06652B103
 
 
     
1
NAMES OF REPORTING PERSONS.
 
     
 
UNITED EQUITIES COMPANY, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
   
(a) x
   
(b) o
3
SEC USE ONLY
 
     
     
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
     
  WC  
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
     
   
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     
 
New York
 
 
7
SOLE VOTING POWER
 
   
 
  
95,000
Number of
8
SHARED VOTING POWER
Shares
   
Beneficially
   N/A
Owned by
9
SOLE DISPOSITIVE POWER
Each Reporting
   
Person With
  
95,000
 
10
SHARED DISPOSITIVE POWER
 
   
    
N/A
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
     
 
95,000
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 
 
     
      
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
     
 
0.27%
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
     
 
OO
 
 
PAGE 4 OF 11

 
Item 1.  
Security and Issuer.
 
This statement relates to shares of Class A Common Stock, $.01 par value per share, of BankUnited Financial corporation (the "Company"). The principal executive offices of the Company are located at 255 Alhambra Circle, Coral Gables, FL 33134.
 
Item 2.  
Identity and Background
 
(a) Pursuant to Rule 13d-1(f)(1) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this Schedule 13D is being filed by Moses Marx, an individual, Momar Corporation, a Maryland corporation ("Momar"), and United Equities Company, LLC, a New York limited liability company (“United Equities”). Mr Marx, Momar and United Equities (collectively called the "Reporting Persons") are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Exchange Act.
 
(b) - (c)
 
Moses Marx
 
Mr. Marx is principally employed as a private investor. Mr. Marx conducts his investment activities in his personal account and through entities he controls, including Momar and United Equities. The principal business address of each of Mr. Marx and such entities is 160 Broadway, New York, New York 10038.
 
Momar
 
Momar is a Maryland corporation which is a holding company for investments, principally in securities and real estate, made by Mr. Marx. The principal business address of Momar is located at 160 Broadway, New York, New York 10038. Pursuant to Instruction C to Schedule 13D, Moses Marx, the President of Momar, is the sole director and executive officer of Momar.
 
United Equities
 
United Equities is a New York limited liability company which is a private investment company. The principal business address of United Equities is located at 160 Broadway, New York, New York 10038. Pursuant to Instruction C to Schedule 13D, Moses Marx is the majority member and the sole manager of United Equities.
 
(d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws.
 
(f) Mr. Marx is a citizen of the United States of America.
 
PAGE 5 OF 11

 
Item 3.  
Source and Amount of Funds or Other Consideration.
 
The source and amount of the funds used by the Reporting Persons to purchase the shares of Class A Common Stock reported in Item 5(c) are as follows:
 
Reporting Person
 
Number of Shares
 
Amount of Funds
 
Source of Funds
 
Moses Marx
   
695,662    
 
$
3,006,553.13    
 
Personal Funds
 
Momar Corporation
   
328,610    
 
$
1,345,319.70    
 
Working Capital
 
United Equities Company, LLC
   
36,536    
 
$
228,871.50    
 
Working Capital
 
                   
 
Item 4.  
Purpose of Transaction.

The Reporting Persons acquired the shares of Class A Common Stock of the Company reported herein as being owned by each of them for investment purposes. The Reporting Persons noted that the Class A Common Stock of the Company was trading at approximately 20% of book value per share and, therefore, felt such stock was undervalued. The Reporting Persons further noted that there was a short position in the Class A Common Stock in excess of 50% of the public float of such shares. Moreover, for 58 consecutive days through the date hereof, the Class A Common Stock of the Company has been listed on the “threshold securities list” (the daily list of securities for which sellers failed to deliver 10,000 or more shares in the previous five trading days and in which such level of fails equals 0.5% or more of the outstanding shares of such class of securities).
 
Depending upon market conditions and other factors that each of the Reporting Persons may deem material to their respective investment decisions, the Reporting Persons may purchase additional shares of Class A Common Stock of the Company in the open market or in private transactions, or may dispose of all or a portion of the shares of Class A Common Stock of the Company that each now owns or hereafter may acquire. Except as otherwise set forth herein, the Reporting Persons have no plans or proposals which relate to or could result in one or more of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
 
Item 5.  
Interest in Securities of the Issuer.
 
(a) - (b)
 
According to the Company's Quarterly Report on Form 10-Q for the period ended December 31, 2007, there were, as of January 31, 2008, 35,181,086 shares of Class A Common Stock of the Company issued and outstanding.
 
Moses Marx
 
Moses Marx beneficially owns 1,955,000 shares of Class A Common Stock, comprising 5.55% of the issued and outstanding shares of the Class A Common Stock, including (i) 860,000 shares (2.44%) owned directly by Mr. Marx; (ii) 1,000,000 shares (2.84%) owned of record by Momar, and (iii) 95,000 shares (0.27%) owned of record by United Equities, of which, with respect to the shares described in clause (ii) and (iii), Mr. Marx may be deemed to be a beneficial owner by virtue of his being the only person in a position to determine the investment and voting decisions of Momar and United Equities with respect to such shares.
 
Mr. Marx has the sole power to vote and dispose of all such shares.
 
Momar
 
Momar owns 1,000,000 shares of Class A Common Stock, comprising 2.84% of the issued and outstanding shares of the Class A Common Stock.
 
Momar has the sole power to vote and dispose of all such shares.
 
United Equities
 
United Equities owns 95,000 shares of Class A Common Stock, comprising 0.27% of the issued and outstanding shares of the Class A Common Stock.
 
United Equities has the sole power to vote and dispose of all such shares.
 
(c) (i) During the last 60 days, Mr. Marx has made the following purchases of shares of Class A Common Stock:
 
PAGE 6 OF 11

 
 
Date
 
Number of
Shares Purchased
 
 
Price Per Share
 
02/28/2008
   
50,000
 
$
4.98
 
02/28/2008
   
25,000
 
$
4.96
 
02/29/2008
   
36,009
 
$
4.88
 
02/29/2008
   
  6,800
 
$
    4.9218
 
02/29/2008
   
18,200
 
$
4.93
 
02/29/2008
   
25,000
 
$
4.89
 
03/03/2008
   
13,991
 
$
4.88
 
03/03/2008
   
25,000
 
$
4.79
 
03/12/2008
   
    845
 
$
3.83
 
03/10/2008
   
74,165
 
$
3.97
 
03/10/2008
   
75,000
 
$
3.98
 
03/10/2008
   
66,949
 
$
3.97
 
03/12/2008
   
   8,041
 
$
4.35
 
03/20/2008
   
10,547
 
$
4.45
 
04/08/2008
   
71,313
 
$
4.30
 
04/08/2008
   
  1,788
 
$
4.24
 
04/08/2008
   
 2,800
 
$
4.25
 
04/10/2008
   
18,630
 
$
4.05
 
04/11/2008
   
75,000
 
$
4.11
 
04/11/2008
   
25,000
 
$
4.09
 
04/11/2008
   
25,000
 
$
4.10
 
04/11/2008
   
     100
 
$
4.12
 
04/11/2008
   
     233
 
$
4.13
 
04/11/2008
   
14,551
 
$
4.15
 
04/11/2008
   
     700
 
$
4.14
 
04/11/2008
   
25,000
 
$
4.05
 

(c) (ii) During the last 60 days, Momar has made the following purchases of shares of Class A Common Stock:
 
 
Date
 
Number of
Shares Purchased
 
 
Price Per Share
 
03/04/2008
   
19,030
 
$
4.41
 
03/05/2008
   
  9,580
 
$
4.53
 
03/06/2008
   
75,000
 
$
4.12
 
03/06/2008
   
75,000
 
$
4.14
 
03/07/2008
   
75,000
 
$
3.98
 
03/07/2008
   
75,000
 
$
4.00
 
               
(c) (ii) During the last 60 days, United Equities has made the following purchases of shares of Class A Common Stock:
 
 
Date
 
Number of
Shares Purchased
 
 
Price Per Share
 
02/22/2008
   
  5,000
 
$
5.10
 
02/22/2008
   
  5,366
 
$
5.25
 
03/03/2008
   
10,000
 
$
4.77
 
03/04/2008
   
10,000
 
$
4.50
 
03/05/2008
   
10,000
 
$
4.25
 
03/07/2008
   
10,000
 
$
4.00
 

Other than as set forth above, during the last 60 days, none of the Reporting Persons effected any transactions in the shares of Class A Common Stock.
 
PAGE 7 OF 11


Inasmuch as, as noted above, the Reporting Persons are aware that there is an unusually large short position in the shares, and that the shares have recently been consistently included in the threshold securities list, the Reporting Persons have been demanding to receive physical certificates representing the purchased shares and have been experiencing delays in receiving such securities.
 
(d) Each of the Reporting Persons affirms that no person other than the Reporting Persons has the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Common Stock owned by the Reporting Persons.
 
(e) It is inapplicable for the purposes hereof to state the date on which the Reporting Persons ceased to be the owners of more than five percent of the Class A Common Stock.
 
Item 6.  
Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.
 
Except as set forth above or elsewhere in this Schedule 13D, the Reporting Persons do not have any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Company, including, but not limited to, transfer or voting of any such securities, finders' fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
 
Item 7.  
Material to be Filed as Exhibits.
 
1. Agreement dated April 18, 2008 among the Reporting Persons relating to the filing of a joint statement pursuant to Rule 13d-1(k)(1).
 
PAGE 8 OF 11


SIGNATURE
 
After reasonable inquiry, and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
Date: April 18, 2008
 
 
 
/s/ Moses Marx

MOSES MARX
     
     
     
  MOMAR CORP.
 
 
 
 
 
 
  By:  
/s/ Moses Marx
 
Moses Marx, President
   

     
  UNITED EQUITIES COMPANY, LLC
 
 
 
 
 
 
  By:  
/s/ Moses Marx
 
Moses Marx, Manager
   


PAGE 9 OF 11


Exhibit Index

Exhibit No.
Description
1
Agreement dated April 18, 2008 among the Reporting Persons relating to filing of a joint acquisition statement pursuant to Rule 13d - 1(k)(1).

 
PAGE 10 OF 11

EX-1 2 v111101_ex1.htm
Exhibit 1
 
The undersigned hereby agree, pursuant to Rule 13d-1(k)(1) to file a joint statement on Schedule 13D and amendments thereto pertaining to their shares of Class A Common Stock of BankUnited Financial Corporation.
 
This agreement may be terminated for any reason by any party hereto immediately upon the personal delivery or facsimile transmission of notice to that effect to the other parties hereto.
 
This agreement may be executed in counterparts and all so executed shall constitute one agreement.
 
Date: April 18, 2008
 
 
     
 
/s/ Moses Marx

MOSES MARX
     
     
     
  MOMAR CORP.
 
 
 
 
 
 
  By:  
/s/ Moses Marx
 
Moses Marx, President
   

     
  UNITED EQUITIES COMPANY, LLC
 
 
 
 
 
 
  By:  
/s/ Moses Marx
 
Moses Marx, Manager
   


PAGE 11 OF 11

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