-----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, LPGp8gz18cIRQp5DwZCfYHRYGZuqrSsjSQKwwMZWHFuLlFVy1o6ky2/ujzqFqrXn Imd89igsFXMktMKAwykCmQ== 0001193125-03-094380.txt : 20031215 0001193125-03-094380.hdr.sgml : 20031215 20031215170823 ACCESSION NUMBER: 0001193125-03-094380 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20031215 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAMNER ALFRED R CENTRAL INDEX KEY: 0000905475 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: BANKUNITED FINANCIAL CORP STREET 2: 255 ALHAMBRA CIRCLE CITY: CORAL GABLES STATE: FL ZIP: 33134 BUSINESS PHONE: 3055770600 MAIL ADDRESS: STREET 1: 550 BILTMORE WAY STREET 2: SUITE 700 CITY: CORAL GABLES STATE: FL ZIP: 33134 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43936 FILM NUMBER: 031055223 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 SC 13D/A 1 dsc13da.htm AMENDMENT 12 Amendment 12

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934

(Amendment No. 12)

 

 

 

 

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)

 

 

November 19, 2003


(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 Q.

 

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.

 


CUSIP No. 06652B103

 


  1.  

Name of Reporting Person; S.S. or I.R.S. Identification No. of above person

 

Alfred R. Camner

   

  2.  

Check the Appropriate Box if a Member of a Group

(a)    ¨

(b)    x

   

  3.  

SEC Use Only

 

   

  4.  

Source of Funds

 

PF, AF, 00

   

  5.  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

 

  ¨

  6.  

Citizenship or Place of Organization

United States

Calculations:

   

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

OF

WITH

 

  7.    Sole Voting Power

 

        2,551,640


  8.    Shared Voting Power

 

        202,023


  9.    Sole Dispositive Power

 

        2,071,370


10.    Shared Dispositive Power

 

        195,468


 

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,753,753

   

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

  ¨

13.  

Percent of Class Represented by Amount in Row (11)

 

8.6%

   

14.  

Type of Reporting Person

 

IN

   


Item 1.   Security and Issuer

 

This amended and restated Schedule 13D (this “Schedule 13D”) relates to shares of Class A Common Stock (the “Class A Common Stock”) of BankUnited Financial Corporation (the “Company”), a savings and loan holding company, the principal subsidiary of which is BankUnited, FSB. The address of the Company’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 upon the conversion of shares of Noncumulative Convertible Preferred Stock, Series B (“the Series B Preferred Stock”) and Class B Common Stock beneficially owned by the Reporting Person. 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 Schedule 13D is filed by the Reporting Person, a United States citizen, whose principal occupations are serving as Chairman of the Board, Chief Executive Officer and a Director of the Company 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 33134.

 

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

 

The information contained in Exhibit 1 is incorporated by reference herein.

 

Item 4.   Purpose of Transaction

 

The Reporting Person acquired the securities covered by this Schedule 13D/A as performance-based compensation from the Company, to be held for investment purposes. (See Exhibit 1 hereto.) The Reporting Person continuously reviews his equity investments in the Company. As a result, the Reporting Person has, from time to time, acquired, and may, from time to time, acquire, additional securities of the Company for his own account or for purposes of his tax and inheritance planning, either through the exercise of stock options, the receipt of awards under the Company’s employee benefit plans, through one or more privately negotiated transactions, on the open market or otherwise. In addition, while it is not the present intention of the Reporting Person to do so, the Reporting Person


may, and reserves the right to, dispose of all or a portion of his securities of the Company, now held or hereafter acquired (either alone or in conjunction with the Company’s other stockholders), in one or more privately negotiated transactions, on the open market or otherwise. Any sales by the Reporting Person could cause a change of control of the Company and might result in a change in the composition of the board of directors or management.

 

Item 5.   Interest in Securities of the Issuer

 

Set forth below is information relating to the beneficial ownership of Class A Common Stock by the Reporting Person (the conversion of the Series B Preferred Stock has been calculated assuming no issuance of fractional shares and no aggregation of Series B Preferred Stock beneficially owned indirectly or in different accounts).

 

Voting Power

  Dispositive Power

  Total (% of
Shares Outstanding


Sole

  Shared

  Sole

  Shared

   

2,551,640

  202,023   2,071,370   195,468   (8.6%)

(1)(2)

  (3)(4)   (1)   (3)    

 

1. Includes the following shares:

 

  (i) 537,819 shares of Class A Common Stock based upon the Reporting Person’s ownership of 359,529 shares of Series B Preferred Stock

 

  (ii) 628,464 shares of Class A Common Stock based upon the Reporting Person’s ownership of options exercisable within 60 days for 420,125 shares of Series B Preferred Stock.

 

  (iii) 311,669 shares of Class A Common Stock based upon the Reporting Person’s ownership of 311,669 shares of Class B Common Stock.

 

  (iv) 436,500 shares of Class A Common Stock based upon the Reporting Person’s ownership of options exercisable within 60 days for 436,500 shares of Class B Common Stock.

 

  (v) 156,586 shares of Class A Common Stock based upon the Reporting Person’s ownership of options exercisable within 60 days for 156,586 shares of Class A Common Stock.

 

  (vi) 8,777 shares of Class A Common Stock based upon the ownership by certain irrevocable trusts established for the benefit of the Reporting Person’s descendants of 5,868 shares of Series B Preferred Stock and 42,266 shares of Class A Common Stock based upon the ownership by these same irrevocable trusts of 42,266 shares of Class B Common Stock. The Reporting Person is the trustee of these irrevocable trusts.

 

2. Includes 429,317 shares of Class A Common Stock based upon the Reporting Person’s ownership of 286,996 shares of restricted Series B Preferred Stock.

 

3. Includes the following shares:

 


(i)    17,226 shares of Class A Common Stock based upon Anne Solloway’s ownership of 17,226 shares of Class B Common Stock and 21,336 shares of Class A Common Stock based upon Anne Solloway’s ownership of 329 shares of Class A Common Stock and options exercisable within 60 days for 21,007 shares of Class A Common Stock. Anne Solloway is the Reporting Person’s mother, and the Reporting Person has been granted voting and dispositive power as to all shares held by Anne Solloway under a durable family power of attorney;

 

(ii)    93,676 shares of Class A Common Stock based upon the ownership of the Alfred R. Camner Family Charitable Foundation, Inc. of 93,676 shares of Class B Common Stock. The Alfred R. Camner Family Charitable Foundation, Inc. is a non-profit charitable foundation of which the Reporting Person and his wife are trustees; and

 

(iii)    63,230 shares of Class A Common Stock based upon the ownership of an irrevocable grantor’s trust (or “rabbi trust”) established by the Company of 26,720 shares of Series B Preferred Stock and 23,260 shares of Class B Common Stock. The Reporting Person is the sole beneficiary of the rabbi trust.

 

4.    Includes 4,641 shares of Class A Common Stock based upon Anne Camner’s ownership of 3,103 shares of Series B Preferred Stock and 1,914 shares of Class A Common Stock based upon Anne Camner’s ownership of 1,914 shares of Class B Common Stock. Anne Camner is the Reporting Person’s wife, and the Reporting Person has been granted voting power over these shares under a revocable proxy.

 

See Exhibit 1 for information on the Reporting Person’s transactions in the class of securities reported as well as transactions in shares of Class B Common Stock and Series B Preferred Stock, both of which are convertible into the class of securities reported.

 

Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

On October 29, 2002, the Compensation Committee approved a grant to the Reporting Person under the 2002 Plan, of long-term performance-based compensation in the form of 50,000 restricted shares of Series B Preferred Stock. See Exhibit 1 for details on this grant. The shares, which are subject to being earned by the achievement of performance goals over a three-year performance period and vesting over a period 9 years thereafter, will vest immediately in the event of a change in control. In September 2003, the Reporting Person and the Company entered into an amendment to his employment agreement, under which the Reporting Person agreed not to convert any of his shares of Series B Preferred Stock into Class B Common Stock under certain circumstances, unless he first converted an equivalent number of Class B Common shares into Class A Common Stock. See Exhibit 2.

 

Item 7.   Material to Be Filed as Exhibits

 

Exhibit 1

   Description of transactions in the Company’s stock by the Reporting Person.

Exhibit 2

   Form of Amendment to Employment Agreement.


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: December 12, 2003

/s/    Alfred R. Camner        

Alfred R. Camner

 


EXHIBIT INDEX

 

Exhibit

  

Description


1

   Description of transactions in the Company’s stock by the Reporting Person.

2

   Form of Amendment to Employment Agreement.

 

EX-1 3 dex1.htm DESCRIPTION OF TRANSACTIONS Description of Transactions

Exhibit 1

 

This Schedule 13D has been filed to reflect acquisitions of securities by the Reporting Person.

 

Set forth below is a summary of the Reporting Person’s acquisitions in the Company’s stock since October 23, 2002. The Reporting Person received the restricted stock grants and stock option grants indicated below under the Company’s 2002 Plan as performance-based compensation for service to the Company. The transactions were effected at the Company’s principal executive offices in Coral Gables, Florida.

 

    

Number of
Shares of

Class A
Common Stock

   Price Per    Description of
Date

   Acquired

   Share

  

Transaction Effected


11/19/03

   6,578    $ 25.38    The Compensation Committee of the Company’s Board of Directors determined that a portion (20%) of the annual bonus earned by the Reporting Person for fiscal 2003 service, based on the accomplishment of performance goals, should be granted and paid in the form of 4,398 restricted shares of Series B Preferred Stock, in lieu of cash. The market value per share on the date of grant was $37.97 (calculated by multiplying the closing market price of the Company’s Class A Common Stock on the date of grant by 1.4959, the number of shares of Class A Common Stock into which the Series B stock could ultimately be converted). The restrictions on these shares lapse over a period of nine (9) years commencing on the second anniversary of the date of grant.

10/29/03

   74,795    $ 22.57    The Reporting Person was granted long-term performance-based compensation in the form of an award under the 2002 Plan of 50,000 restricted shares of Series B Preferred Stock. The market value per share of the Series B Preferred Stock on the date of grant was $33.76 (calculated by multiplying the closing market price of the Company’s Class A Common Stock on the date of grant by 1.4959, the number of shares of Class A Common Stock into which the Series B stock could ultimately be converted). The new restricted stock grant is subject to being earned by the achievement of performance goals over a period of three years from the date of grant and, if and when earned, is further subject to


                 pro-rata vesting over a period of 9 years from the date on which the shares are deemed earned. The shares will vest immediately upon the death or disability of the Reporting Person or a change in control of the Company. The Reporting Person is entitled to vote the restricted shares from the date of grant, to the extent that the additional vote from such shares would not increase the Reporting Person’s total voting power to more than fifty percent of the total outstanding voting power of the Company’s shareholders. No dividends will be paid or accrued on the restricted stock unless and until the shares are deemed earned.

9/29/03

   112,192    $ 21.36    The Reporting Person does not have beneficial ownership of these shares. The Reporting Person was granted a stock option under the 2002 Plan to purchase 75,000 shares of Series B Preferred Stock, at an exercise price of $31.95 per share, as a part of his compensation for fiscal 2003. The option vests and becomes exercisable pro-rata over a period of nine years, in eight equal installments, commencing on the second anniversary of the date of grant. The option has a term of 10 years.

9/05/03

   112,192    $ 21.81    The Reporting Person does not have beneficial ownership of these shares. This option was granted a bonus for extraordinary services rendered in connection with the Company’s successful public offering of its Class A Common Stock. The Reporting Person was granted a stock option under the 2002 Plan to purchase 75,000 shares of Series B Preferred Stock, at an exercise price of $32.63 per share. The option vests and becomes exercisable pro-rata over a period of nine years, in eight equal installments, commencing on the second anniversary of the date of grant. The option has a term of 10 years.

09/05/03

   22,439    $ 21.81    The Reporting Person was granted restricted shares of Series B Preferred Stock as a bonus for extraordinary services rendered in connection with the Company’s successful public offering of its Class A Common Stock. The market value per share on the date of grant was $32.62 (calculated by multiplying the closing market price of the Company’s Class A Common Stock on the date of grant by 1.4959, the number of shares of Class A Common Stock into which the Series B stock could ultimately be converted). These shares vest pro-rata over a period of nine years in eight equal installments, commencing on the second anniversary of the date of grant.
EX-2 4 dex2.htm AMENDMENT TO EMPLOYMENT AGREEMENT Amendment to Employment Agreement

Exhibit 2

 

AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT

 

This Amendment No. 3 (the “Amendment”) to the Second Amended and Restated Employment Agreement effective as of April 1, 2002 (the “Agreement”) is made by and between BankUnited Financial Corporation, a Florida corporation (the “Company”) and Alfred R. Camner (the “Executive”) and is effective as of September 29, 2003.

 

RECITALS

 

WHEREAS, the Company currently has the following three classes of capital stock outstanding: (i) Class A Common Stock, par value $0.01 per share (the “Class a Common Stock”), (ii) Class B Common Stock, par value $0.01 per share (the “Class B Common Stock”), and (ii) Noncumulative Convertible Preferred Stock, Series B (the “Series B Preferred Stock”); and

 

WHEREAS, 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; and

 

WHEREAS, the Company’s Articles of Incorporation, as amended (the “Articles”), currently authorize the Company to issue up to: (i) 60 million shares of Class A Common Stock, (ii) 3 million shares of Class B Common Stock, and (iii) 10 million shares of preferred stock (including, but not limited to, the Series B Preferred Stock); and

 

WHEREAS, the Company’s Board of Directors has in the past, and may in the future, award the Executive equity based compensation and performance awards including, without limitation, restricted shares of Series B Preferred Stock and options to purchase shares of Series B Preferred Stock; and

 

WHEREAS, if performance goals are met on 150,000 performance-based, restricted shares of Series B Preferred Stock which were granted to the Executive in October 2002, the Company will need to reserve additional shares of Class B Common Stock for issuance upon the conversion of shares of Series B Preferred Stock, and this additional reservation of shares would cause the total of issued and reserved shares of Class B Common Stock to exceed the number of shares authorized for issuance; and

 

WHEREAS, the necessity for this additional reservation of Class B Common Stock could occur as early as December 31, 2003, when performance goals on 120,000 of the performance-based shares granted to the Executive will be measured and could be met; and

 

WHEREAS, the Compensation Committee of the Board of the Directors has noted that the excess of the number of issued and reserved shares over the number of authorized shares could be avoided if the Executive were to agree, as a part of his employment agreement, not to convert any shares of Series B Preferred Stock held by him into shares of Class B Common Stock, unless he first converted an equivalent number of shares of Class B Common Stock into shares of Class A Common Stock;

 

NOW, THEREFORE BE IT RESOLVED, in consideration of the mutual agreements and premises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:


1. Section 5 of the Agreement is hereby amended by adding a third paragraph to read as follows:

 

“Executive hereby agrees that, during the term of this Agreement, he shall not convert any of the shares of Noncumulative Convertible Preferred Stock, Series B which he now owns or may own in the future into shares of Class B Common Stock, if such conversion would cause the total number of shares of Class B Common Stock issued to exceed the number of shares of Class B Common Stock authorized for issuance, unless the Executive first converts to Class A Common Stock, a number of shares of Class B Common Stock that is at least equal to the number of shares that would be issuable upon conversion of the Series B Preferred shares.”

 

2. Except as modified by this Amendment, all other terms and conditions of the Agreement remain in full force and effect.

 

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed and the Executive has hereunto set his hand, all as of the day and year as first written above.

 

BANKUNITED FINANCIAL

CORPORATION

     

ALFRED R. CAMNER

By:           By:    
 
       
Name   Lawrence H. Blum       Name:   Alfred R. Camner
Title:  

Vice Chairman of the Board and

Secretary

           

 

ATTEST:
By:    
 
Name    
Title:    
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