SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
BANK UNITED CORP.
(Name of Registrant as Specified in its Charter)
_____________________________________________________________________
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1. Amount Previously Paid:
2. Form, Schedule or Registration Statement No.:
3. Filing Party:
4. Date Filed:
BANK UNITED CORP.
3200 SOUTHWEST FREEWAY
SUITE 2000
HOUSTON, TEXAS 77251-1370
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
------------------------
To the Stockholders of Bank United Corp.:
The Annual Meeting of Stockholders (the "Meeting") of Bank
United Corp., a Delaware corporation (the "Company"), will be held
on March 16, 2000, at 10:00 a.m., at The Renaissance Houston Hotel,
No. 6 Greenway Plaza East, Houston, Texas for the following purposes:
(1) To elect four members to the Board of Directors to serve for
a three-year term as Class I Directors; and
(2) To transact such other business as may properly come before
the Meeting and any adjournment thereof.
Stockholders entitled to notice of and to vote at the Meeting
were determined as of the close of business on January 28, 2000, the
record date fixed by the Board of Directors for such purpose. A list
of stockholders entitled to vote at the Meeting will be available to
any stockholder, for any purpose relevant to the Meeting, for ten days
before the Meeting, from 8:30 a.m. to 5:00 p.m. at the Company's
Houston offices at 3200 Southwest Freeway, Suite 2600, Houston, Texas.
By Order of the Board of
Directors
/s/ RANDOLPH C. HENSON
Randolph C. Henson
SECRETARY
February 11, 2000
YOUR VOTE IS IMPORTANT.STOCKHOLDERS ARE REQUESTED TO COM-
PLETE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING
STAMPED ENVELOPE WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.
BANK UNITED CORP.
3200 SOUTHWEST FREEWAY
SUITE 2000
HOUSTON, TEXAS 77251-1370
------------------------
PROXY STATEMENT
------------------------
February 11, 2000
The accompanying proxy is solicited by the Board of Directors of Bank
United Corp., a Delaware corporation (the "Company"), for use at the Annual
Meeting of Stockholders to be held on March 16, 2000, at 10:00 a.m. at The
Renaissance Houston Hotel, No. 6 Greenway Plaza East, Houston, Texas, and at any
adjournments thereof (the "Meeting"). This Proxy Statement and the accompanying
proxy are first being mailed to stockholders on or about February 11, 2000.
Holders of record of the Company's (1) Class A Common Stock, par value $.01
per share (the "Class A Common Stock"), (2) Corporate Premium Income Equity
Securities (the "Corporate PIES"), and (3) Preferred Stock Series A (the
"Preferred Stock Series A") as of the close of business on January 28, 2000 are
entitled to notice of and to vote at the Meeting. As of that date, 32,438,926
shares of Class A Common Stock, 2,000,000 Corporate PIES and 1,200,000 shares of
Preferred Stock Series A were issued and outstanding. The shares of Class A
Common Stock, the Corporate PIES, and the Preferred Stock Series A are the only
outstanding voting securities of the Company. Each share of Class A Common Stock
outstanding as of the record date will be entitled to one vote on each matter to
properly come before the Meeting. Each of the Corporate PIES and each share of
Preferred Stock Series A outstanding as of the record date will be entitled to
one-tenth of one vote on each matter properly to come before the Meeting.
Holders of Class A Common Stock, Corporate PIES, and Preferred Stock Series A
may vote at the Meeting in person or by proxy. Execution of a proxy will not in
any way affect a stockholder's right to attend the Meeting and vote in person.
Any stockholder giving a proxy has the right to revoke it by written notice to
the Secretary of the Company at any time before it is exercised or, if a
stockholder is present at the Meeting, he or she may revoke his or her proxy by
voting his or her shares personally at the Meeting.
The persons named as attorneys in the proxy are officers of the Company.
All properly executed proxies received by the Company prior to or at the Meeting
will be voted in accordance with the specifications made thereon. Proxies on
which no specification has been made will be voted FOR the election to the Board
of Directors of the nominees named herein.
The Board of Directors knows of no other matters to be presented at the
Meeting. If any other matter should be presented at the Meeting upon which a
vote may properly be taken, shares represented by all proxies received by the
Board of Directors may be voted with respect thereto in accordance with the
judgment of the persons named therein. The proxy also confers on persons named
therein discretionary authority to vote with respect to any matter presented at
the Meeting for which advance notice was not received by the Company in
accordance with the Company's Bylaws.
The presence in person or by proxy of shares of Class A Common Stock,
Corporate PIES, and Preferred Stock Series A representing a majority of total
voting power of such shares outstanding as of the record date will constitute a
quorum. Directors will be elected by plurality. Any stockholder giving a proxy
has the right to withhold authority to vote for any individual nominee to the
Board of Directors by writing that nominee's name in the space provided on the
proxy or to withhold authority with respect to any other matters submitted to a
vote of the stockholders. Votes that are withheld will be excluded entirely from
the vote and will have no effect. Abstentions may be specified on all proposals
and will be counted as present for purposes of determining a quorum regarding
the item on which the abstention is voted. Under the rules of the National
Association of Securities Dealers, Inc., brokers who hold shares in street name
have the authority to vote on the election of directors. With respect to any
other proposals, no broker may vote shares held for customers without specific
1
instructions from such customers. Under applicable Delaware law, a broker
non-vote will not count as a vote for or against the proposals, and will not be
included in calculating the number of votes necessary for approval of such
matters.
An Annual Report to Stockholders, containing consolidated financial
statements for the fiscal year ended September 30, 1999, is being mailed
contemporaneously with this Proxy Statement to all stockholders as of the record
date.
The cost of soliciting proxies will be borne by the Company. The Company
has engaged Corporate Investors Communications to assist in the solicitation of
proxies, and will pay that firm a fee for such services estimated to be
approximately $3,500. In addition to soliciting stockholders by mail, the
Company may request banks and brokers to solicit their customers who have stock
of the Company registered in the name of the nominee and, if so, will reimburse
such banks and brokers for their reasonable out-of-pocket expenses.
ELECTION OF DIRECTORS
DIRECTORS
The Board of Directors of the Company consists of 12 members and is divided
into three classes. The members of each class are elected for a term of three
years with one class being elected annually. Each director of the Company is
also a director of Bank United, a federally chartered savings bank (the "Bank").
The following table sets forth certain information with respect to the directors
of the Company, including information regarding their ages and when they became
directors.
DIRECTOR OF DIRECTOR OF
THE COMPANY THE BANK TERM
NAME AGE SINCE SINCE EXPIRES
- ------------------------------------- --- ----------- ------------ --------
Lewis S. Ranieri, Chairman........... 52 1988 1988 2000
Barry C. Burkholder.................. 59 1996 1991 2000
Lawrence Chimerine................... 59 1996 1990 2000
David M. Golush...................... 55 1996 1988 2001
Paul M. Horvitz...................... 64 1996 1990 2002
Alan E. Master....................... 60 1996 1995 2000
Anthony J. Nocella................... 58 1996 1990 2001
Salvatore A. Ranieri................. 51 1988 1988 2001
Scott A. Shay........................ 42 1988 1988 2002
Patricia A. Sloan.................... 56 1996 1988 2002
Michael S. Stevens................... 50 1996 1996 2002
Kendrick R. Wilson III............... 52 1996 1988 2001
During fiscal 1999, the Board of Directors of the Company held 16 meetings.
Each of the Directors attended at least 75% of the meetings of the Board of
Directors and each Committee on which he or she serves, except for Mr. Wilson
who attended 61% of such meetings.
COMMITTEES OF THE BOARD OF DIRECTORS
The Company's Board of Directors has established two standing committees:
an Audit Committee and a Compensation Committee. The Board of Directors does not
currently have a standing nominating committee. The following is a brief
description of the committees of the Board of Directors:
AUDIT COMMITTEE. The Audit Committee meets with management to consider the
adequacy of the internal controls and the objectivity of financial reporting.
The Audit Committee also meets with the independent auditors and with
appropriate financial personnel and internal auditors of the Company regarding
these matters. The Audit Committee recommends to the Board the appointment of
the independent auditors. Both the internal auditors and the independent
auditors periodically meet alone with the Audit Committee and have unrestricted
access to the Audit Committee. The Audit Committee consists of Messrs. Master
and Chimerine and Dr. Horvitz, none of whom is an employee of the Company, with
Dr. Horvitz serving as Chair. The Audit Committee held 6 meetings during fiscal
1999.
2
COMPENSATION COMMITTEE. The Compensation Committee's functions include
administering management incentive compensation plans and making recommendations
to the Board with respect to the compensation of directors and officers of the
Company. The Compensation Committee also supervises the Company's employee
benefit plans. The Compensation Committee consists of all directors except Mr.
Burkholder and Mr. Nocella, with Mr. Lewis Ranieri serving as Chair. The
Compensation Committee held 2 meetings during fiscal 1999.
To the extent that any permitted action taken by the Board conflicts with
action taken by the Compensation Committee, the action taken by the Board shall
control. Mr. Burkholder and Mr. Nocella have recused themselves from Board
deliberations regarding their compensation and it is anticipated that this
practice will continue.
COMPENSATION OF DIRECTORS
Each director, except Mr. Burkholder and Mr. Nocella, who are employees of
the Bank, receives a single annual retainer of $25,000 for service on the boards
of directors of the Company and the Bank. All non-employee directors also
receive a fee of $1,000 for each in person meeting of the Board of Directors of
the Company that they attend and a fee of $500 for each telephonic meeting of
the Board and each meeting of any Committee of the Board that they attend. The
chair of the Audit Committee receives an additional annual retainer of $2,000.
Non-employee directors are also eligible to participate in the Director Stock
Compensation Plan and the Directors Supplemental Savings Plan. Directors who are
employees of the Company or any subsidiary do not receive additional
compensation for service as directors, and are not eligible to participate in
the Director Stock Plan or the Directors Supplemental Savings Plan. See also
"Executive Officer Compensation -- The Director Stock Compensation Plan", " --
Directors Supplemental Savings Plan" and "Security Ownership of Certain
Beneficial Owners and Management -- Certain Relationships and Related
Transactions".
DIRECTORS TO BE ELECTED AT THE MEETING
The four nominees for Class I director, Messrs. Lewis S. Ranieri,
Burkholder, Chimerine, and Master, are currently serving as directors of the
Company. Each of the nominees for director has consented to serve for a new term
if elected. In the event that any nominee for any reason should become
unavailable for election, proxies will be voted for a nominee or nominees
designated by the Board of Directors.
LEWIS S. RANIERI. Mr. Ranieri is the Chairman of the Company. He was also
the President and Chief Executive Officer ("CEO") of the Company and Chairman of
the Bank from 1988 until July 15, 1996. Mr. Ranieri is the Chairman and CEO of
Ranieri & Co., Inc. ("Ranieri & Co."), positions he has held since founding
Ranieri & Co. in 1988. Mr. Ranieri is a founder of Hyperion Partners L.P., a
Delaware limited partnership ("Hyperion Partners") and of Hyperion Partners II
L.P., a Delaware limited partnership ("Hyperion Partners II"). He is also
Chairman of Hyperion Capital Management, Inc., a registered investment advisor
("Hyperion Capital"), and The Hyperion Total Return Fund, Inc. He is director of
Transworld Home Healthcare, Inc., the Hyperion 1999 Term Trust, Inc., the
Hyperion 2002 Term Trust, Inc., and Hyperion 2005 Investment Grade Opportunity
Trust, Inc. Mr. Ranieri is also Chairman and President of various other indirect
subsidiaries of Hyperion Partners and Hyperion Partners II. Along with his
brother, Salvatore A. Ranieri, and Scott A. Shay, Mr. Ranieri controls the
general partner of Hyperion Partners. Along with Mr. Shay, Mr. Ranieri controls
the general partner of Hyperion Partners II, an investment partnership formed to
make investments primarily in the financial and real estate sectors of the
economy. He is a director of Delphi Financial Group, Inc. and a director of
American Marine Holdings, Inc. ("American Marine").
Mr. Ranieri is a former Vice Chairman of Salomon Brothers Inc. ("Salomon"),
where he was employed from 1968 to 1987, and was one of the principal developers
of the secondary mortgage market. While at Salomon, Mr. Ranieri helped to
develop the capital markets as a source of funds for housing and commercial real
estate and to establish Salomon's then leading position in the mortgage-backed
securities area. He is a member of the National Association of Home Builders
Mortgage Roundtable.
Mr. Ranieri is a Trustee for the Parish of Our Lady of the Rosary/Shrine of
St. Elizabeth Ann Seton and the Environmental Defense Fund. Mr. Ranieri is also
a director of the Peninsula Hospital Center in Queens, New York. Mr. Ranieri
received his Bachelor of Arts degree from St. John's University.
3
BARRY C. BURKHOLDER. Mr. Burkholder has been the President and CEO of the
Company since July 15, 1996, and has held similar positions with the Bank since
joining it on April 10, 1991. Since July 15, 1996, Mr. Burkholder also has been
Chairman of the Bank. Prior to joining the Bank, Mr. Burkholder was employed at
Citicorp/Citibank for 15 years. Mr. Burkholder became associated with Citicorp
through its then newly formed Consumer Services Group in 1976, and then became a
member of its International Staff. Mr. Burkholder moved to Citibank Savings in
London where he was named Chairman and Managing Director in 1977. Mr. Burkholder
returned to the United States in 1981 to become President of Citicorp
Person-to-Person, now part of Citicorp Mortgage, Inc., a nationwide mortgage
lending business with related mortgage banking, servicing, and insurance
activities. In 1984, he was named Chairman and CEO of Citibank Illinois, and two
years later became Central Division Executive for the U.S. Consumer Bank. As
Central Division Executive, Mr. Burkholder was responsible for Citicorp's
consumer banking activities in the Midwest and Southeast. Mr. Burkholder began
his career at Ford Motor Company in the financial planning area and moved to
Certain-teed Corporation, where his last position prior to joining Citicorp was
as President of its real estate development subsidiary. Mr. Burkholder received
a B.S. and an M.B.A. from Drexel University. He is a former President of the
Houston Symphony and serves on its Executive Committee. He is a Director of the
Greater Houston Partnership and a trustee of Drexel University.
LAWRENCE CHIMERINE, PH.D. Dr. Chimerine has served as President of his own
economic consulting firm, Radnor International Consulting Inc., since 1990. He
is currently also the Managing Director and Chief Economist of the Economic
Strategy Institute in Washington, D.C. Dr. Chimerine served as Chairman and
Chief Executive Officer of the WEFA Group from 1987 to 1990 and of Chase
Econometrics from 1979 to 1987, both of which provide economic consulting
services. He was manager of economic research for the IBM Corporation from 1965
to 1979. Dr. Chimerine received a B.S. from Brooklyn College and a Ph.D. from
Brown University.
ALAN E. MASTER. Mr. Master began his career with Chemical Bank in 1961 as a
commercial lending officer, became a Branch Office Head, and worked on start-ups
or clean-ups of banks in Miami, Florida. In 1973, he joined Barnett Banks of
Florida ("Barnett") and led a unit of Barnett formed from the reorganization and
merger of five subsidiaries of Barnett. In 1977, he became President, CEO, and
Chief Financial Officer, and in 1978 was elected Vice Chairman, of United
Americas Bank of New York. Mr. Master joined The Merchants Bank of New York in
1979 as Executive Vice President and was elected a director in 1980. In 1983,
Mr. Master joined Ensign Bank FSB in New York City as President and CEO. In
1991, Mr. Master established a consulting practice specializing in the financial
services and banking sectors. In 1996, he joined PaineWebber, Inc. as an
Investment Executive. Mr. Master is a director of Thunder Wave, Inc., has served
on the Board of Trustees of the Hyperion Government Mortgage Trust II, has
participated in meetings of the Advisory Board of Hyperion Partners and Hyperion
Partners II and is a past member of the Advisory Board of the Johnson Graduate
School of Management of Cornell University. In August 1998, Mr. Master joined
Bank Hapoalim, New York City, as the Director of Private Banking USA. Mr. Master
received a B.A. from Cornell University and has completed course work in finance
and accounting at the New York University Graduate School of Business
Administration.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE NOMINEES FOR
DIRECTOR.
DIRECTORS WHOSE TERMS EXTEND BEYOND THE MEETING
DAVID M. GOLUSH. Mr. Golush is a Managing Director of Ranieri & Co., with
which he has been associated since the firm's founding in 1988. He is an officer
of direct and indirect subsidiaries of Hyperion Partners and Hyperion Partners
II. Mr. Golush was employed by Salomon from 1972 to 1987 and was a Vice
President from 1975. From 1984 to 1987, he was Chief Administrative Officer of
Salomon's Mortgage and Real Estate Department. From 1966 to 1972 he held
positions in public accounting and private industry. He has been a certified
public accountant in New York since 1972. Mr. Golush received a B.B.A. from the
University of Cincinnati. He is Treasurer of the New York Police & Fire Widows'
& Children's Benefit Fund, Inc. and a member of the board of the Jewish
Federation of Central New Jersey.
PAUL M. HORVITZ, PH.D. Dr. Horvitz has been on the faculty of the
University of Houston since 1977. From 1967 to 1977, Dr. Horvitz held positions
as Assistant Director of Research, Director of Research and Deputy to the
Chairman at the Federal Deposit Insurance Corporation ("FDIC"). Prior to joining
the FDIC he
4
was an economist at the Federal Reserve Bank of Boston and the Office of
Comptroller of the Currency. From 1983 to 1990, Dr. Horvitz was a member of the
Board of Directors of the Federal Home Loan Bank ("FHLB") of Dallas, and in
1986 and 1987 he was a member of the Federal Savings and Loan Advisory Council.
He is currently a member of the Shadow Financial Regulatory Committee. Dr.
Horvitz received a B.A. from the University of Chicago, an M.B.A. from Boston
University, and a Ph.D. from Massachusetts Institute of Technology.
ANTHONY J. NOCELLA. Mr. Nocella has been the Vice Chairman and the Chief
Financial Officer of the Company and the Bank since July 27, 1997. Prior to that
date, Mr. Nocella had served as the Executive Vice President and Chief Financial
Officer of the Company since June 27, 1996, and has held those same positions
with the Bank since joining it in July 1990. He manages the Commercial Banking
and Financial Markets (Mortgage Banking and Investment Portfolio) Groups of the
Bank. From 1988 to 1990, Mr. Nocella provided consulting services to the Bank as
President of Nocella Management Company, a firm that specialized in asset and
liability management consulting for financial institutions. From 1981 to 1987,
Mr. Nocella served as Executive Vice President and Chief Financial Officer of
Meritor Financial Group, as well as President of the Company's commercial
banking/financial markets arm, Meritor Financial Markets ("Meritor"). During his
13 years at Meritor (1974-1987), he also served as President of PSFS Management
Company, Inc., the holding company of The Philadelphia Saving Fund Society, the
nation's largest savings institution at the time. Mr. Nocella's other positions
have included Controller and Director of Financial Services for American
Medicorp (now Humana), Senior Managing Auditor and Consultant for KPMG LLP and
adjunct professor of finance at St. Joseph's University and Drexel University.
Mr. Nocella, a Certified Public Accountant, received an undergraduate degree in
accounting from LaSalle University and an M.B.A. in computer science and finance
from Temple University. He also completed the graduate Bank Financial Management
Program of the Wharton School at the University of Pennsylvania. Mr. Nocella is
the President and a director of the Community Bankers Association of Southeast
Texas, a delegate and member of the Mortgage Finance and Accounting Committees
of the America's Community Bankers, is Chairman and a director of the Texas
Savings and Community Bankers Association, and delegate and past President of
the Financial Executives Institute.
SALVATORE A. RANIERI. Mr. Ranieri is an attorney and private investor. Mr.
Ranieri was formerly the General Counsel and a Managing Director of Ranieri &
Co. He was also the Vice President, Secretary and General Counsel of the Company
from 1988 until July 15, 1996. He is a director of Hyperion Capital, as well as
of various other direct and indirect subsidiaries of Hyperion Partners. Along
with his brother, Lewis S. Ranieri, and Scott A. Shay, Mr. Ranieri controls the
general partner of Hyperion Partners. Mr. Ranieri was one of the original
founders of Ranieri & Co. and of Hyperion Partners. Prior to joining Ranieri &
Co., he had been President of Livia Enterprises, Inc., a private venture capital
and real estate investment company that oversaw investments in the real estate,
construction, and manufacturing sectors. In addition to his business experience,
Mr. Ranieri is also a lawyer. During his career, his practice has included
corporate, litigation, real estate and regulatory matters. Until 1984, he had
been a member of a law firm in New York City. He is admitted to practice law in
New York and various federal courts. He received his Bachelor of Arts degree
from New York University and his Juris Doctor degree from Columbia Law School.
SCOTT A. SHAY. Mr. Shay has been a Managing Director of Ranieri & Co.,
since its formation in 1988. He was also a Vice President of the Company from
1988 until July 15, 1996. Mr. Shay is currently a director of Hyperion Capital,
Inc., iOwn.com, and Transworld Healthcare, Inc., as well as an officer or
director of other direct and indirect subsidiaries of Hyperion Partners and
Hyperion Partners II. Mr. Shay is also a director of the general partner of
Cardworks, L.P., a credit card servicer, and of Capital Lease Funding, L.P., a
specialized commercial mortgage bank. Additionally, he is a director of Bank
Hapoalim B.M. in Tel Aviv, Israel. Along with Lewis S. Ranieri and Salvatore A.
Ranieri, Mr. Shay controls the general partner of Hyperion Partners. Along with
Mr. Lewis S. Ranieri, Mr. Shay controls the general partner of Hyperion Partners
II. Prior to joining Ranieri & Co., Mr. Shay was a director at Salomon where he
was employed from 1980 to 1988. Mr. Shay was involved with Salomon's thrift
mergers and acquisitions practice and with mortgage banking financing and
mergers and acquisitions. Mr. Shay graduated Phi Beta Kappa from Northwestern
University with a B.A. in economics and received a Master of Management degree
with distinction from Northwestern's Kellogg Graduate School of
5
Management. Mr. Shay serves as Vice President and Treasurer of the Jewish Youth
Connection, Inc., a non-profit organization.
PATRICIA A. SLOAN. Ms. Sloan is a Managing Director of Ranieri & Co. and
has an economic interest in Hyperion Partners and Hyperion Partners II. She is
also a director of certain funds managed by Hyperion Capital Management,
including Hyperion 1999 Term Trust, Inc., Hyperion 2002 Term Trust, Inc.,
Hyperion Investment Grade Opportunity Term Trust, Inc., and the Hyperion Total
Return Fund, Inc. Prior to joining Ranieri & Co. in 1988, Ms. Sloan was employed
at Salomon from 1972 to 1988, where she served as director of Salomon's
Financial Institutions Group. Prior to joining Salomon, Ms. Sloan was employed
at Bache & Co., Inc. from 1965 to 1972. Ms. Sloan received a B.A. from Radcliffe
College and an M.B.A. from Northwestern University.
MICHAEL S. STEVENS. Mr. Stevens has been a Director of the Company since
August 1996, and a Director of the Bank since October 1996. Mr. Stevens is
Chairman of Michael Stevens Interests, Inc., a real estate development and
management company, which he founded in 1981. Since its inception, the company
has developed, acquired, and managed over 80 real estate projects valued at over
$550 million and representing over 9 million square feet of building area and
9,000 apartment units. Through September 1999, Mr. Stevens served as the
founding Vice Chairman-Finance of the Board of the Harris County-Houston Sports
Authority, and led the negotiating team responsible for the Houston Astros new
downtown baseball stadium, the new proposed downtown Arena for the Houston
Rockets, as well as the proposed NFL stadium for the expansion team recently
awarded to Houston. Mr. Stevens serves on the Board of Directors of Memorial
Hermann Foundation, is on the Urban Center Advisory Board of the Brookings
Institute, serves on the Board of the 2012 Foundation, which is working to bring
the Olympics to Houston, and is currently a member of the Steering Committee of
the Houston Metropolitan Study Group. Mr. Stevens is the Houston Chair for Texas
Exile, a gun crime initiative funded by the Governor's Criminal Justice
Division. From 1995 through 1997, in addition to having served as Assistant to
the Mayor for Housing and Inner-City Revitalization, Mr. Stevens served as
chairman of the Houston Housing Finance Corporation and the Houston
Redevelopment Authority, and was instrumental, during the administration of
Mayor Bob Lanier, for the major downtown revitalization currently underway. He
was also 1996-97 chairman of the Fannie Mae National Advisory Council. Among his
other volunteer positions, Mr. Stevens serves as a deacon at Second Baptist
Church and is chairman of the Church's Centurion Foundation. He graduated from
the University of Houston in 1973 with a Bachelors in Business Administration.
KENDRICK R. WILSON III. Mr. Wilson currently is a Managing Director at
Goldman Sachs & Co., a New York-based investment banking firm. Prior to his
joining Goldman Sachs & Co. in March 1998, Mr. Wilson served as Vice Chairman of
Lazard Freres & Co. LLC from 1990 to March 1998, as President of Ranieri & Co.
from March 1988 to December 1989, and Senior Executive Vice President for E.F.
Hutton from April 1987 to February 1988. Mr. Wilson has an economic interest in
Hyperion Partners. He is a director of Celanese A.G., American Marine, and
Meigher Communications, Inc. Mr. Wilson received a B.A. from Dartmouth College
and an M.B.A. from Harvard Business School.
Mr. Lewis Ranieri and Mr. Salvatore Ranieri are brothers. No other director
or executive officer is related to any other director or executive officer by
blood, marriage, or adoption. There are no existing arrangements or
understandings between a director and any other person pursuant to which such
person was elected a director.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and executive officers, and
persons who own more than ten percent of a registered class of the Company's
equity securities, to file with the Securities and Exchange Commission (the
"Commission") initial reports of ownership and reports of changes in ownership
of Common Stock and other equity securities of the Company. Officers, directors
and greater than ten percent stockholders are required by the Commission's
regulations to furnish the Company with copies of all Section 16(a) forms they
file.
Based solely on its review of the forms received by it and written
representations from certain reporting persons that they were not required to
file Forms 5 for the fiscal year ended September 30, 1999, the Company believes
that during the year ended September 30, 1999, all filing requirements
applicable to the Company's officers, directors and greater than 10%
stockholders were met.
6
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of the record date, the outstanding capital stock of the Company
entitled to vote at the Meeting consisted of 32,438,926 shares of Class A Common
Stock, 2,000,000 Corporate PIES, and 1,200,000 shares of Preferred Stock Series
A. Each share of Class A Common Stock entitles the holder thereof to one vote
per share and each of the Corporate PIES and each share of Preferred Stock
Series A is entitled to one-tenth of one vote per share on each matter on which
the stockholders of the Company are entitled to vote.
The following table sets forth information, as of the record date, about
certain persons who own beneficially more than 5% of the Company's voting stock.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AMOUNT AND NATURE
OF BENEFICIAL PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER TITLE OF CLASS OWNERSHIP CLASS
- ---------------------------------------- --------------------- ----------------- ----------
Franklin Resources, Inc................. Class A Common Stock 1,644,281 5.0%(1)
777 Mariners Island Blvd.
San Mateo, CA 94404
Neuberger Berman, LLC................... Class A Common Stock 1,904,750 6.72%(2)
605 Third Ave.
New York, NY 10158-3698
- ------------
(1) According to the Schedule 13G filed by Franklin Resources, Inc. ("FRI")
with the Commission, the securities reported in the table are beneficially
owned by one or more open or closed-end investment companies or other
managed accounts which are advised by direct or indirect investment advisory
subsidiaries (the "Adviser Subsidiaries") of FRI pursuant to advisory
agreements. The advisory agreements grant to such Adviser Subsidiaries all
investment and voting power over the securities owned by such advisory
clients. Of the shares reported in the table, (i) Franklin Advisers, Inc., a
subsidiary of FRI, has sole power to vote or direct the vote, and sole power
to dispose or direct the disposition, of over 1,607,900 shares, and (ii)
Franklin Management, Inc., a subsidiary of FRI, has sole power to direct the
vote, and sole power to dispose or direct the disposition of 36,381 shares.
(2) According to Amendment No 1 to the Schedule 13G filed by Neuberger Berman,
LLC ("Neuberger") with the Commission, Neuberger serves as sub-adviser,
and Neuberger Berman Management Inc. ("Neuberger Management") serves as
investment manager, respectively of Neuberger's various mutual funds that
hold the shares reported in the table in the ordinary course of business. Of
the shares represented in the table, (i) Neuberger has sole power to vote or
direct the vote over 769,850 shares and shared power to vote or direct the
vote over 1,116,400 shares, and (ii) shared power to dispose or direct the
disposition of 1,904,750 shares.
7
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information, as of the date hereof,
regarding the shares of Class A Common Stock beneficially owned by each
director, each executive officer of the Company set forth in the Summary
Compensation Table below, and all of the directors and executive officers of the
Company as a group. None of the Corporate PIES or the Preferred Stock Series A
are beneficially owned by any director or any executive officer of the Company.
MANAGEMENT OWNERSHIP OF CLASS A COMMON STOCK
NUMBER OF SHARES
AND NATURE OF PERCENT
NAME BENEFICIAL OWNERSHIP(1) OF CLASS
- ------------------------------------- ----------------------- --------
Lewis S. Ranieri, Chairman........... 1,209,468(2) 3.73%
Barry C. Burkholder.................. 97,674 *
Lawrence Chimerine................... 6,138 *
David M. Golush...................... 139,782(3) *
Paul M. Horvitz...................... 4,138 *
Alan E. Master....................... 1,530(4) *
Anthony J. Nocella................... 43,614 *
Salvatore A. Ranieri................. 414,000(5) 1.28
Scott A. Shay........................ 335,367(6) 1.03
Patricia A. Sloan.................... 80,000 *
Michael S. Stevens................... -- *
Kendrick R. Wilson III............... 113,655(7) *
Ronald D. Coben...................... 9,038 *
Jonathon K. Heffron.................. 23,826 *
Wayne J. Sadin....................... -- *
Directors and executive officers as a
group (17 persons)................. 2,490,936 7.68%
- ------------
* Percentages do not exceed 1% of the issued and outstanding shares.
(1) Calculated in accordance with Rule 13d-3 under the Exchange Act. Nature of
beneficial ownership is direct unless indicated otherwise by footnote.
Beneficial ownership of shares owned indirectly arises from shared voting
and investment power, unless otherwise indicated.
(2) Includes 1,207,818 shares held by LSR Hyperion Corp., a corporation that is
wholly owned by Mr. Lewis Ranieri.
(3) Includes 37,782 shares held by Mr. Golush's wife and 40,000 shares held by
a family limited partnership as to which Mr. Golush shares voting and
investment power.
(4) Includes 1,380 shares held by Mr. Master's wife.
(5) All shares are held by SAR Hyperion Corp., a corporation that is wholly
owned by Mr. Salvatore Ranieri.
(6) Includes 330,000 shares held by SAS Hyperion Corp., a corporation that is
wholly owned by Mr. Shay. Excludes 4,058 shares held in trust for minor
children, as to which Mr. Shay disclaims beneficial ownership.
(7) All shares are held by KRW Hyperion Corp., a corporation that is wholly
owned by Mr. Wilson.
8
MANAGEMENT OWNERSHIP OF BANK PREFERRED STOCK
The following table sets forth with respect to the Bank's Preferred Stock,
Series A and Series B, as of the date hereof: (1) shares beneficially owned by
all directors of the Company; (2) each of the executive officers named in the
Summary Compensation Table set forth herein; and (3) shares beneficially owned
by all directors and executive officers of the Company as a group.
MANAGEMENT OWNERSHIP OF BANK PREFERRED STOCK
SERIES A SERIES B
------------------------------------ ------------------------------------
NUMBER OF SHARES NUMBER OF SHARES
AND NATURE OF PERCENT AND NATURE OF PERCENT
NAME BENEFICIAL OWNERSHIP(1) OF CLASS BENEFICIAL OWNERSHIP(1) OF CLASS
- ------------------------------------- ----------------------- --------- ----------------------- ---------
Lewis S. Ranieri, Chairman........... -- * -- *
Barry C. Burkholder.................. 8,000 * -- *
Lawrence Chimerine................... 1,000 * 1,000 *
David M. Golush...................... 2,100 * -- *
Paul M. Horvitz...................... 400(2) * -- *
Alan E. Master....................... 600 * 2,000 *
Anthony J. Nocella................... 1,000 * 2,000 *
Salvatore A. Ranieri................. -- * -- *
Scott A. Shay........................ -- * -- *
Patricia A. Sloan.................... -- * -- *
Michael S. Stevens................... -- * -- *
Kendrick R. Wilson III............... -- * -- *
Ronald D. Coben...................... 200 * -- *
Jonathon K. Heffron.................. 478 * -- *
Wayne J. Sadin....................... -- * -- *
Directors and executive officers as a
group (17 persons)................. 15,310 * 5,000 *
- ------------
* Percentages do not exceed 1% of the issued and outstanding shares.
(1) Calculated in accordance with Rule 13d-3 under the Exchange Act. Nature of
beneficial ownership is direct unless indicated otherwise by footnote.
(2) Includes 200 shares held directly and 200 shares held by Dr. Horvitz's
spouse.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Bank has from time to time made home mortgage or consumer loans to
directors and executive officers of the Company in the ordinary course of
business, and on the same terms and conditions, including interest rates and
collateral, as those of comparable transactions prevailing at the time with
non-affiliated parties. No such loans are nonperforming or involve more than the
normal risk of collectibility or present other unfavorable features.
As a general benefit to all full-time employees with at least six months of
service (excluding executive officers), the Bank will waive the 1% origination
fee for a mortgage loan for the purchase or refinance of the employee's
principal residence. In addition, the Bank offers a 0.50% discount on its posted
rates for consumer installment loans made to employees.
The disinterested directors of the Bank approved an agreement with a
subsidiary of Hyperion Partners II, Cardholder Management Services L.P. ("CMS"),
whereby CMS acts as the servicer for a debit card offered to customers of the
Bank and a credit card portfolio originated by the Bank. Lewis S. Ranieri, Scott
A. Shay, David M. Golush and Patricia A. Sloan, who are directors of the
Company, have a material interest in Hyperion Partners II. During fiscal 1998,
the Bank paid CMS an aggregate of $288,290 pursuant to this agreement. The
Company believes that the terms and conditions of this agreement were as
favorable to the Bank as those that could have been arranged with an independent
third party. The Bank has made arrangements with
9
another firm to provide these services beginning in the second quarter of fiscal
2000. At that time, the agreement with CMS will be terminated.
In August 1999, the Company entered into a consulting agreement pursuant to
which Lewis S. Ranieri serves as a consultant to the Company providing strategic
and managerial advice to the Company in exchange for an annual consulting fee of
$350,000. The consulting agreement will be in effect until the earliest of (1)
the third anniversary of the agreement, (2) the date that is 180 days after the
date on which either Mr. Ranieri or the Company delivers written notice to the
other party terminating the agreement, or (3) the date on which Mr. Ranieri
becomes disabled or dies. The consulting agreement does not prevent Mr. Ranieri
from engaging in business endeavors which may be competitive with the businesses
of the Company. Mr. Ranieri is paid an annual retainer and meeting fees for his
service as a director of the Company and of the Bank.
The Company and the Bank have entered into an agreement with Hyperion
Partners acknowledging the relative value, as among the parties, of their claims
in certain litigation pending against the United States relating to an agreement
entered into in 1988 in connection with the Bank's acquisition of certain assets
of an insolvent savings and loan in which the government agreed to waive or
forbear from the enforcement of certain regulatory requirements. The agreement
confirms that the Company and the Bank are entitled to receive 85% of the
amount, if any, recovered as a result of the settlement of or a judgment on such
claims, and that Hyperion Partners is entitled to receive 15% of such amount. In
addition, pursuant to this agreement, Hyperion Partners is paying 15% of related
legal fees. The agreement was approved by the disinterested directors of the
Company. The plaintiffs in the case (Hyperion Partners, the Bank and the
Company) have agreed to continue to cooperate in good faith and will use their
best efforts to maximize the total amount, if any, that they may recover. The
litigation is ongoing and no payments were made during fiscal 1999 pursuant to
this arrangement.
10
EXECUTIVE OFFICER COMPENSATION
SUMMARY OF CASH AND CERTAIN COMPENSATION
The following table sets forth the cash and non-cash compensation for each
of the last three fiscal years awarded to or earned by the CEO of the Company
and the other four most highly compensated executive officers of the Company and
the Bank.
SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION
------------------------------------
ANNUAL COMPENSATION AWARDS
---------------------------------------- -------------------------
OTHER SECURITIES PAYOUTS
ANNUAL UNDERLYING -------
COMPEN- RESTRICTED OPTIONS/ LTIP
SALARY BONUS(1) SATION(3) STOCK(4) SARS(5) PAYOUTS(6)
NAME AND POSITION YEAR ($) ($) ($) ($) (#) ($)
- -------------------------------------- ---- ------- --------- -------- ---------- ----------- -------
Barry C. Burkholder................... 1999 475,000 875,000 -- 690,156 77,500 --
President and 1998 375,000 825,000 -- -- 20,000 --
Chief Executive Officer 1997 375,000 725,000 65,770 -- 30,000 --
Anthony J. Nocella.................... 1999 350,000 662,500 -- 631,000 43,200 --
Vice Chairman and 1998 315,000 585,000 -- -- 18,000 --
Chief Financial Officer 1997 315,000 500,000 -- -- 25,000 --
Jonathon K. Heffron................... 1999 250,000 450,000 -- 394,375 34,000 --
Executive Vice President, 1998 225,000 400,000 -- -- 16,000 --
General Counsel, and 1997 225,000 350,000 -- -- 15,000 --
Chief Operating Officer
Ronald D. Coben....................... 1999 225,000 310,000 -- 394,375 27,000 --
Executive Vice President 1998 200,000 275,000 -- -- 15,000 --
Community Banking 1997 200,000 200,000 -- -- 10,000 --
Wayne J. Sadin(2)..................... 1999 200,000 225,000 -- 394,375 27,000 --
Executive Vice President 1998 101,538 100,000 -- -- 20,000 --
Chief Information Officer 1997 -- -- -- -- -- --
ALL
OTHER
COMPEN-
SATION(7)
NAME AND POSITION ($)
- -------------------------------------- --------
Barry C. Burkholder................... 9,051
President and 7,856
Chief Executive Officer 5,498
Anthony J. Nocella.................... 47,010
Vice Chairman and 18,127
Chief Financial Officer 5,607
Jonathon K. Heffron................... 5,687
Executive Vice President, 4,800
General Counsel, and 5,613
Chief Operating Officer
Ronald D. Coben....................... 5,771
Executive Vice President 4,749
Community Banking 4,807
Wayne J. Sadin(2)..................... 3,394
Executive Vice President --
Chief Information Officer --
- ------------
(1) For all named executives, the bonus column includes payments from the
Company's annual bonus plan. These and all other management bonuses were
paid as determined by the Compensation Committee and were based on the
Company's financial and the executive's individual performance for the
respective fiscal year. The Company's financial performance is measured by
net income, return on assets, and return on equity as compared to the Bank's
annual business plan and a specified peer group of other thrifts of
comparable size.
(2) Mr. Sadin was hired by the Company on March 30, 1998 as Executive Vice
President, Chief Information Officer. In fiscal 1998, Mr. Sadin received one
grant of 10,000 options as of the date he joined the Company and another
grant of 10,000 options on the Company's annual grant date of July 30, 1998.
(3) Each executive was provided an auto allowance, financial planning services,
and country club and dining club memberships. However, only in the case of
Mr. Burkholder for fiscal 1997 did the aggregate value of such auto
allowance, financial planning services, and memberships exceed the lesser of
$50,000 or 10% of such officer's annual cash compensation. Therefore, the
value of auto allowances, financial planning services, and club memberships
are included only for Mr. Burkholder for fiscal 1997.
(4) A total of 63,500 shares of Class A Common Stock of the Company were awarded
to the named executive officers in April 1999. These shares vest 20% on
April 9, 2001, 30% on April 9, 2002 and 50% on April 9, 2003 ("Officers
Restricted Stock"). The dollar amounts reported for fiscal 1999 reflect the
fair market value of the Company Class A Common Stock as of the date of
grant (April 9,1999), without diminution for restrictions on transfer. Based
on the closing sale price of the Company Class A Common Stock on the NASDAQ
on September 30, 1999, these shares had an aggregate value of $2.1 million
($32.375 per share), without giving effect to the diminution of value
attributable to the restrictions on such stock. Dividends are payable on the
Officers Restricted Stock at the same rate as all other shares of Company
Common Stock, whether or not vested.
(5) In fiscal 1999, 1998, and 1997, the Company issued options to purchase an
aggregate of 208,700, 89,000, and 80,000 shares, respectively, to named
executives pursuant to option agreements under the 1996 Stock Incentive
Plan.
(6) Represents the dollar value of all payouts pursuant to long-term incentive
plans ("LTIP"). A LTIP is any plan providing compensation intended to
serve as incentive for performance to occur over a period longer than one
fiscal year, whether such performance is measured by reference to financial
performance of the registrant or an affiliate, the registrant's stock price,
or any other measure, but excluding restricted stock, stock option and stock
appreciation right ("SAR") plans. The Company made no such payments for
the periods presented.
(7) "All Other Compensation" amounts represent contributions by the Company to
each executive's account in the Bank's 401(k) Plan. For fiscal 1999 and
1998, the amounts include interest paid on a distribution from the Bank's
Supplemental Executive Savings Plan for Messrs. Burkholder and Nocella. For
fiscal 1999 and 1997, the amounts include a tax equalization amount paid to
Messrs. Burkholder, Nocella, Heffron, and Coben.
11
OPTION GRANTS IN LAST FISCAL YEAR. The following table sets forth
individual grants of options to purchase Class A Common Stock of the Company
under the 1996 Stock Incentive Plan that were made during fiscal 1999 to the
executive officers named in the Summary Compensation Table. All options granted
in fiscal 1999 had an exercise price no less than the fair market value at the
date of grant.
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/
UNDERLYING SARS
OPTIONS/ GRANTED TO EXERCISE
SARS EMPLOYEES OR BASE GRANT DATE
GRANTED IN FISCAL PRICE EXPIRATION PRESENT VALUE(2)
NAME (#) YEAR(2) ($/SH) DATE $
- ------------------------------------- ---------- ---------- -------- ---------- ----------------
Barry C. Burkholder.................. 77,500 7.28 38.875 4/9/2009 1,485,675
Anthony J. Nocella................... 43,200 4.06 38.875 4/9/2009 828,144
Jonathon K. Heffron.................. 34,000 3.20 38.875 4/9/2009 651,780
Ronald D. Coben...................... 27,000 2.54 38.875 4/9/2009 517,590
Wayne J. Sadin....................... 27,000 2.54 38.875 4/9/2009 517,590
- ------------
(1) All options have an exercise price equal to the fair market value of the
Class A Common Stock on the date of grant and vest pursuant to the following
schedule: (i) 20% on April 9, 2001; (ii) 30% on April 9, 2002; (iii) 50% on
April 9, 2003.
(2) Based upon options to purchase an aggregate of 1,063,900 shares of Class A
Common Stock of the Company granted to all employees in fiscal 1999. No SARs
were granted during fiscal 1999.
(3) The grant date present value is based on the Black-Scholes Option pricing
model and results in a grant date present value of $19.17 per share. The
calculation included the following assumptions: estimated volatility of
42.35%; risk-free interest rate of 5.11% (based on returns available through
U.S. Treasury bonds); dividend yield of 1.60% (assumes dividend yield paid
through expiration); and 3,652 days to expiration of options. Option values
are dependent on general market conditions and the performance of the
Company's Class A Common Stock. There can be no assurance that the values in
this table will be realized.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES. The following table sets forth, with respect to the executive officers
named in the Summary Compensation Table, the aggregate number of options
exercised during fiscal 1999, any value realized thereon, the number of
unexercised options at the end of the fiscal year (exercisable and
unexercisable) and the value thereof.
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS AT IN-THE-MONEY OPTIONS/SARS
SHARES FISCAL YEAR END(#) AT FISCAL YEAR-END(1)($)
ACQUIRED ON VALUE ---------------------------- ----------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------------- ----------- ----------- ----------- ------------- ----------- -------------
Barry C. Burkholder.................. -- -- 503,327 115,500 6,018,756 --
Anthony J. Nocella................... -- -- 167,959 76,200 1,934,998 --
Jonathon K. Heffron.................. -- -- 113,112 59,000 1,312,122 --
Ronald D. Coben...................... -- -- 28,534 48,000 300,542 --
Wayne J. Sadin....................... -- -- -- 47,000 -- --
- ------------
(1) Total value of options based on a fair market value of $32.375 per share as
of September 30, 1999, the closing sale price of the Company Class A Common
Stock as reported by the NASDAQ on that date.
MANAGEMENT COMPENSATION PROGRAM
In connection with its initial public offering in 1996, the Board of
Directors of the Company approved a Management Compensation Program providing
for the following: (1) a cash bonus of $4.0 million; (2) an award of 318,342
shares of Class B Common Stock, which had restrictions on transferability until
July 28, 1999; and (3) the issuance of 1,154,520 options to purchase shares of
Company common stock; (such options became fully vested on June 26, 1999 and
were exercisable as of July 28, 1999). The options expire if not exercised
within ten years of the date of grant. No further grants or compensation may be
made or awarded under this program.
THE 1999 STOCK INCENTIVE PLAN
The Company has adopted the 1999 Stock Incentive Plan. This plan is
designed to promote the success and enhance the value of the Company by linking
the interests of certain of the full-time employees of the Company and the Bank
to those of the Company's stockholders and by providing an incentive for
outstanding performance.
12
Non-employee directors are not eligible to participate in this plan. The total
number of shares of Class A Common Stock granted under the 1999 Stock Incentive
Plan may not exceed 900,000 shares.
The 1999 Stock Incentive Plan is administered by the Compensation
Committee. Four types of awards may be granted to Participants under the 1999
Stock Incentive Plan: (1) stock options (both non-qualified and incentive, (2)
stock appreciation rights ("SARs"), (3) restricted Common Stock and (4)
performance units. As of September 30, 1999, there were 814,750 options
outstanding under this plan and 19,000 shares of Class A Common Stock of the
Company remained available for future grants under this plan. These shares were
not awarded to any director or executive named in the Summary Compensation
Table. No SARs have been granted under the 1999 Stock Incentive Plan.
In the event of a "Change of Control" (as defined in the 1999 Stock
Incentive Plan, (1) any option or SAR that is not then exercisable and vested
will become fully exercisable and vested, (2) the restrictions on any restricted
stock will lapse and (3) all performance units will be deemed earned. The 1999
Stock Incentive Plan defines a Change of Control as (1) the acquisition of 25%
or more of the common stock of the Company, (2) a change in a majority of the
Board of Directors, unless approved by the incumbent directors (other than as a
result of a contested election), and (3) certain reorganizations, mergers,
consolidations, liquidations, or dissolutions.
THE 1996 STOCK INCENTIVE PLAN
The Company has adopted the 1996 Stock Incentive Plan. This plan is
designed to promote the success and enhance the value of the Company by linking
the interests of certain of the full-time employees of the Company and the Bank
to those of the Company's stockholders and by providing an incentive for
outstanding performance. Non-employee directors are not eligible to participate
in this plan. The total number of shares of Class A Common Stock granted under
the 1996 Stock Incentive Plan may not exceed 1,600,000 shares.
The 1996 Stock Incentive Plan is administered by the Compensation
Committee. Four types of awards may be granted to Participants under the 1996
Stock Incentive Plan: (1) stock options (both non-qualified and incentive), (2)
SARs, (3) restricted Class A Common Stock and (4) performance units. As of
September 30, 1999, there were 1,197,800 options outstanding under this plan and
326,200 shares of Class A Common Stock of the Company remained available for
future grants under this plan. No SARs have been granted under the 1996 Stock
Incentive Plan. In fiscal 1999, the Parent Company's Board of Directors awarded
74,500 shares of Class A Common Stock of the Company to executive officers under
its 1996 Stock Incentive Plan.
In fiscal 1998, the Company's Board of Directors granted performance units
to executive officers and other key officers and employees under the 1996 Stock
Incentive Plan. These units, which equate to shares of the Company's Class A
Common Stock on a one-for-one basis, will be earned based on the achievement of
certain corporate performance goals over a performance period beginning October
1, 1997, and ending September 30, 2000. Upon completion of the performance
period, the Compensation Committee will determine the number of units that have
been earned based on the Company's performance. Cash will be distributed to the
participants equal to the number of performance units multiplied by the fair
value of the Company's Class A Common Stock as of September 30, 2000. The
maximum number of performance units that can be earned is 201,000 in the
aggregate. Compensation expense totalling $1.9 million and $731,000 was recorded
in fiscal 1999 and 1998 for these units.
In the event of a "Change of Control" (as defined in the 1996 Stock
Incentive Plan), (1) any option or SAR that is not then exercisable and vested
will become fully exercisable and vested, (2) the restrictions on any restricted
stock will lapse and (3) all performance units will be deemed earned. The 1996
Stock Incentive Plan defines a Change of Control as (1) the acquisition of 25%
or more of the common stock of the Company, (2) a change in a majority of the
Board of Directors, unless approved by the incumbent directors (other than as a
result of a contested election), and (3) certain reorganizations, mergers,
consolidations, liquidations, or dissolutions.
THE DIRECTOR STOCK COMPENSATION PLAN
The Company has adopted the Director Stock Compensation Plan in order to
(1) promote a greater identity of interest between the Company's non-employee
directors (each an "Eligible Director") and its stockholders, and (2) attract
and retain individuals to serve as directors and to provide a more direct link
between directors' compensation and stockholder value. The plan is administered
by the Board of Directors of the Company. A
13
maximum of 250,000 shares of Class A Common Stock is available for issuance and
available for grants under this plan.
The Director Stock Plan permits each Eligible Director to make an annual
irrevocable election to receive shares of Class A Common Stock in lieu of all or
any portion of their Annual Retainer. In addition, each eligible director is
granted stock options to purchase 1,000 shares of the Company's Class A Common
Stock when first elected to the Company's Board of Directors and following each
annual stockholders' meeting thereafter. The exercise price for the options will
be 115% of the fair market value of Class A Common Stock at the date of grant.
These options will become vested and exercisable if and when the fair value of
the Company's Class A Common Stock equals or exceeds the exercise price of the
option on any day during the 30-day period commencing on the first anniversary
of the date of the grant. If such stock does not attain such fair market value
during the 30-day period, then the option is cancelled. Vested options will
expire if not exercised within ten years of the date of grant. Any unvested
Director options terminate and are cancelled as of the date the optionee's
service as a Director ceases for any reason. All Director options become fully
vested and exercisable upon a Change of Control. The Company granted a total of
10,000 Director options each year during fiscal 1999, 1998, and 1997. At
September 30, 1999, there were 20,000 options outstanding and 230,000 shares
available for future grant under this Plan.
MANAGEMENT EMPLOYMENT ARRANGEMENTS
The Parent Company entered into new employment agreements for Messrs.
Burkholder, Nocella, Heffron, and Coben on the effective date of its initial
public offering in 1996, and for Mr. Sadin on the effective date of July 1,
1999. These agreements supercede all prior employment arrangements.
Mr. Burkholder's agreement with the Company provides for his employment for
three years at an annual base salary of not less than $475,000 and a
discretionary bonus. Mr. Nocella's agreement with the Company provides for his
employment for three years at an annual base salary of not less than $350,000
and a discretionary bonus. Mr. Heffron's agreement with the Company provides for
his employment for three years at an annual base salary of not less than
$250,000 and a discretionary bonus. Mr. Coben's agreement with the Company
provides for his employment for three years at an annual base salary of not less
than $225,000 and a discretionary bonus. Mr. Sadin's agreement with the Parent
Company provides for his employment for three years at an annual base salary not
less than $200,000 and a discretionary bonus. These agreements provide that the
period of employment is automatically extended on the first day of each month so
that the period of employment terminates three years from such date, unless the
executive or the Company gives notice to terminate such automatic extension at
least sixty days before such monthly renewal date. In addition, upon a Change of
Control, if the executive is still employed by the Company, the period of
employment will be extended until the third anniversary of the effective date of
the Change of Control or if the period of employment has terminated prior to the
Change of Control, a new three year employment period shall commence upon a
Change of Control. If for any reason other than cause the Company elects to
terminate the employment of any of the above executives before the scheduled
expiration date of his agreement, the executive's employment will be deemed to
have been terminated by the Company without cause for purpose of the severance
and retirement benefits described below.
Under the terms of Mr. Burkholder's employment agreement, the amount of the
discretionary bonus paid to Mr. Burkholder is in the sole discretion of the
Board of Directors of the Company, which will take into account such matters as
(1) the Company's actual financial performance as compared to its budgeted
financial performance, (2) Mr. Burkholder's performance in implementing new
business initiatives approved by the Board of Directors of the Company, (3) Mr.
Burkholder's performance in improving the financial performance of any division
or unit of the Company or the Bank, or any of their respective subsidiaries as
determined by the Board of Directors of the Company in its sole discretion, (4)
the Company's actual financial performance compared to its peers', and (5) Mr.
Burkholder's total compensation as compared to the total compensation of CEOs at
comparable financial institutions. The discretionary bonuses to be paid to the
other executive officers are at the discretion of the CEO and the Board of
Directors of the Company.
Under each agreement described above, if the executive's employment is
terminated by the Company other than for cause or disability or by the executive
for good reason or within a 30-day period following the first anniversary of a
Change of Control, he is generally entitled to (1) receive a lump sum equal to
three times (for Messrs. Burkholder, Nocella, and Heffron) or two times (for
Messrs. Coben and Sadin) his annual base salary
14
and the higher of his most recent bonus under the Company's annual incentive
plans and the highest bonus under such annual incentive plans for the last three
full fiscal years prior to the effective date of the Change of Control, (2)
continue in the Company's welfare benefit plans for three years (for Messrs.
Burkholder, Nocella, and Heffron) or two years (for Messrs. Coben and Sadin) and
(3) receive in a lump sum a supplemental pension amount based on three years
(for Messrs. Burkholder, Nocella, and Heffron) or two years (for Messrs. Coben
and Sadin) of deemed employment after termination, (4) have all stock options,
restricted stock and other stock-based compensation become immediately
exercisable or vested, (5) receive outplacement services, at the Company's sole
expense, as incurred, up to a maximum of $45,000 (for Messrs. Burkholder,
Nocella and Heffron), and $25,000 (for Messrs. Coben and Sadin). A change of
control ("Change of Control") is generally defined for purposes of these
agreements as (1) the acquisition of 25% or more of the common stock of the
Company, (2) a change in a majority of the Board of Directors, unless approved
by the incumbent directors (other than as a result of a contested election) and
(3) certain reorganizations, mergers, consolidations, liquidations or
dissolutions. If any payment or distribution by the Company to an executive is
determined to be subject to the excise tax imposed by Section 4999 of the Code,
the amount of payment or distribution may be reduced so that the excise tax
liability of the executive is minimized.
NON-QUALIFIED RETIREMENT SAVINGS PLAN
The Supplemental Executive Savings Plan ("SESP") is available to a select
group of management and other highly compensated employees. Eligible employees
are allowed to make irrevocable decisions prior to the beginning of the plan
year to defer up to 20% of compensation (as defined in the SESP) and up to 100%
of bonus income. The monies deferred earn interest at a rate approximately equal
to the Bank's five-year borrowing rate. The Bank does not contribute to the
SESP. The SESP is funded from the general assets of the Bank and participants
are general unsecured creditors of the Bank. As of September 30, 1999, there
were thirteen participants in the SESP, the total amount of deferrals and
interest equaled approximately $907,000 and the rate of interest for the SESP
was 6.80%.
DIRECTORS SUPPLEMENTAL SAVINGS PLAN
The Directors Supplemental Savings Plan ("DSSP") is available to outside
directors. Eligible directors are allowed to make irrevocable decisions prior to
the beginning of the plan year to defer up to 100% of cash retainer and meeting
fees. The monies deferred earn interest at a rate approximately equal to the
Bank's five-year borrowing rate. The Bank does not contribute to the DSSP. The
DSSP is funded from the general assets of the Bank, and participants are general
unsecured creditors of the Bank. As of September 30, 1999, there were three
participants in the DSSP, the total amount of deferrals and interest equaled
approximately $282,000 and the rate of interest for the DSSP was 6.80%.
STANDARD ARRANGEMENTS WITH DIRECTORS
See "-- Directors and Officers of Registrant -- Compensation of Directors."
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee determines the compensation of the Company's
executive officers. The Compensation Committee consists of all of the directors
of the Company other than Barry C. Burkholder and Anthony J. Nocella. No other
member of the Compensation Committee is an officer or employee of the Company or
the Bank. Lewis S. Ranieri, Salvatore A. Ranieri and Scott A. Shay are also
members of the Compensation Committee of the Bank and are also members of
various boards of directors and compensation committees of various companies
which are subsidiaries of, or entities controlled by, Hyperion Partners and, in
the case of Lewis S. Ranieri, Scott A. Shay and David M. Golush, of subsidiaries
of, or entities controlled by, Hyperion Partners II as well.
15
REPORT OF THE COMPENSATION COMMITTEE
AND STOCK AWARD COMMITTEE
ON EXECUTIVE COMPENSATION
The Compensation Committee includes only directors who are not employees of
the Company or the Bank. The Committee is responsible for recommending to the
full Board of Directors the compensation arrangements and plans for senior
management and directors.
COMPENSATION PHILOSOPHY
The Committee believes that the ultimate goal of executive compensation
should be to closely align the interests of executives with the long-term
interests of the Company and its stockholders and to enable the Company to
attract, retain and reward executive officers who contribute to the long-term
success of the Company. Executive officer compensation generally consists of (1)
a base salary, (2) a variable, discretionary cash bonus, (3) stock options, and
(4) other equity-based incentives based on individual and Company performance.
BASE SALARY AND BONUSES
It is the policy of the Committee that the total cash compensation paid to
executives of the Company should be competitive with cash compensation paid by
the Company's competitors. The Committee emphasizes bonus compensation that
rewards performance which exceeds budget or anticipated results, rather than
base salary and salary increases. Bonuses are determined by the Board based on
recommendations of the Committee. Company performance measures considered by the
Committee in recommending bonuses include net income, return on assets and
return on equity. Individual performance measures vary depending on the
executive's area of responsibility. No specific weight is applied to any
particular measure in establishing total cash compensation levels. The Company
has entered into employment agreements with certain of its executives which
specify the terms and conditions of their employment. These agreements
incorporate post-Change in Control employment arrangements, which the Company
believes are an important aspect of the terms of employment of senior executive
officers, recognizing the importance to the Company of retaining its senior
executive officers during and after an attempted or successful Change in Control
(as defined in the agreements).
STOCK-BASED AWARDS
The Committee recognizes that stock options and other equity-based
incentives are important in motivating executives and focusing the executive's
attention on stock price as a significant measure of performance. All options
granted to executive officers of the Company have been granted with an exercise
price equal to the fair market value of the Class A Common Stock on the date of
grant so that executives realize gain only to the extent the Company's stock
price appreciates. The quantity of options and other stock-based awards made
during fiscal 1999 under the 1996 Stock Incentive Plan reflect the compensation
level of the individual executive, the individual's contribution to the success
of the Company and the Bank and the Committee's assessment of the individual's
potential for future contribution to the success of the Company. The Committee
also considers an appropriate vesting schedule designed to retain senior
executive officers while encouraging officers to view their compensation and
Company performance over the long-term.
COMPENSATION OF THE CEO
The salary, bonus and other incentives paid or awarded to the CEO are
determined based in part on the same Company and individual criteria described
above. Effective August 1, 1996, the Company and the CEO entered into a new
three-year employment agreement. This agreement provides that the period of
employment is automatically extended on the first day of each month so that the
period of employment terminates three years from such date, unless the CEO or
the Company gives notice to terminate such automatic extension at least sixty
days before such monthly renewal date. Bonus compensation for the period of
fiscal 1996 prior to April 9, 1996, was based on a formula set forth in the
prior employment agreement and was determined based upon the Company's (1)
return on average assets and (2) asset growth. Under the terms of the new
employment agreement, the amount of the discretionary bonus is in the sole
discretion of the Board of Directors of the Company, which takes into account
such matters as (1) the Company's actual financial performance as compared to
its budgeted financial performance, (2) the CEO's performance in implementing
new business initiatives approved by the
16
Board of Directors, (3) the CEO's performance in improving the financial
performance of any division or unit of the Company or the Bank, or any of their
respective subsidiaries, as determined by the Board of Directors in its sole
discretion, (4) the Company's actual financial performance compared to its
peers, and (5) the CEO's total compensation as compared to the total
compensation of CEOs at comparable financial institutions. None of these factors
has a specific weight and no particular formula or procedure is used. Primary
consideration is given to individual contribution with periodic evaluation of
compensation of other CEOs of comparable institutions. Mr. Burkholder's fiscal
1997 compensation included payouts and awards under the Compensation Program,
which satisfied the terms of his former employment agreement.
Lewis S. Ranieri, Chairman Salvatore A. Ranieri
Lawrence Chimerine, Ph.D. Scott A. Shay
David M. Golush Patricia A. Sloan
Paul M. Horvitz, Ph.D. Michael S. Stevens
Alan E. Master Kendrick R. Wilson, III
17
STOCK PRICE PERFORMANCE GRAPH
The following chart compares the cumulative total return to stockholders
for the period from August 8, 1996, when trading in the Class A Common Stock
commenced on The NASDAQ Stock Market's National Market, through September 30,
1999, for a holder of Class A Common Stock against the cumulative total return
of the NASDAQ Composite Index and a peer group consisting of the following
financial institutions reported on in the Merrill Lynch Thrift Financial Guide:
Andover Bancorp Inc.; Astoria Financial Corp.; Bay View Capital Corporation;
Charter One Financial, Inc.; Chittenden Corp.; Commercial Federal Corporation;
Dime Bancorp, Inc.; Golden State Bancorp Inc.; Golden West Financial Corp.;
GreenPoint Financial Corp.; Peoples Bank; Peoples Heritage Financial Group,
Inc.; Roslyn Bancorp Inc.; Sovereign Bancorp, Inc.; St. Paul Bancorp Inc.;
Washington Federal Inc.; Washington Mutual, Inc.; and Webster Financial Corp.
The peer group is the same as the peer group used in the February 10, 1999 Proxy
Statement except that H. F. Ahmanson, Albank Financial Corporation, Long Island
Bancorp, Inc., and Sis Bancorp Inc. were deleted because they were merged with
other financial institutions in the peer group during the fiscal year. The chart
depicts the value on September 30, 1999, of a $100 investment made on August 8,
1996, with all dividends reinvested.
COMPARISON OF 38 MONTH CUMULATIVE TOTAL RETURN*
AMONG BANK UNITED CORP., THE NASDAQ STOCK MARKET (U.S.) INDEX
AND A PEER GROUP
[LINEAR GRAPH PLOTTED FROM DATA IN TABLE BELOW]
BANK UTD CORP
Cumulative Total Return
----------------------------------------
8/8/96 9/96 9/97 9/98 9/99
BANK UNITED CORP. 100 124 225 185 170
PEER GROUP 100 107 180 152 141
NASDAQ STOCK MARKET (U.S.) 100 108 148 151 245
*$100 INVESTED ON 8/8/96 IN STOCK OR INDEX -
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING SEPTEMBER 30.
(a) Fully adjusted share price is adjusted for stock splits, stock dividends and
cash dividends.
(b) Note: Peer group returns weighted using beginning of the period market
capitalization.
18
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
The following table sets forth information concerning executive officers of
the Company and executive officers of the Bank who do not serve on the Board of
Directors of the Company. All executive officers of the Company and the Bank are
elected by the Board of Directors of the Company and the Board of Directors of
the Bank, respectively, and serve until their successors are elected and
qualified. There are no arrangements or understandings between the Company and
any person pursuant to which such individual was elected an executive officer of
the Company or the Bank.
PRINCIPAL OCCUPATION DURING LAST FIVE YEARS
NAME AGE POSITION AND OCCUPATION
- ------------------------------------- ---- ----------------------------------------------------
Jonathon K. Heffron.................. 47 Chief Operating Officer of the Company since July
15, 1996 and of the Bank since May 1994. General
Counsel of the Company since July 15, 1996 and of
the Bank since May 1990. Prior to joining the Bank,
Mr. Heffron served for two years as President and
CEO of First Northern Bank, Keene, New Hampshire.
Prior to joining First Northern Bank, Mr. Heffron
served for more than 10 years in several capacities
at the FHLB Board, Washington, D.C. and at the FHLB
Dallas, including as Attorney Advisor, Trial
Attorney, General Counsel, Chief Administrative
Officer, and Chief Operating Officer. Mr. Heffron
received a B.A. Magna Cum Laude from the University
of Minnesota, a J.D. from Southwestern University
School of Law, and an LL.M. from the National Law
Center of George Washington University. Mr. Heffron
is a member of the Government Affairs Steering
Committee and the FHLB System Committee of America's
Community Bankers. Mr. Heffron was a director of the
FHLB of Dallas from 1995 to 1996.
Ronald D. Coben...................... 42 Executive Vice President -- Community Banking of the
Company since July 15, 1996 and of the Bank since
July 1996. Previously, Mr. Coben served as Regional
Retail Director and Marketing Director since joining
the Bank in October 1989. Prior to joining the Bank,
Mr. Coben was employed by Texas Commerce Bancshares
(Chemical Bank) since 1986 as Vice President and
Manager of the Relationship Banking Division of the
Retail Bank. Prior to joining Texas Commence Banc-
shares, Mr. Coben served as the Director of Market
Research for ComputerCraft, Inc. and Foley's De-
partment Stores. Mr. Coben received a B.A. degree
from the University of Texas at Austin. Mr. Coben is
a member of the the Board of Directors of the
Houston Festival Foundation, Inc.
19
NAME AGE POSITION AND OCCUPATION
- ------------------------------------- ---- ----------------------------------------------------
Karen J. Hartnett.................... 51 Senior Vice President -- Human Resources of the
Company since July 15, 1996 and of the Bank since
January 1991. Prior to joining the Bank, Ms.
Hartnett was employed by Equimark as Senior Vice
President Human Resources since 1989. From 1988 to
1989, Ms. Hartnett was Senior Vice President and
Chief Personnel Officer for NCNB Texas, and she
served predecessor organizations as Vice President
and as Director of Human Resources from 1983. Ms.
Hartnett's human resources experiences include
positions at Zale Corporation, Mobil Oil Corporation
and Sweet Briar College. Ms. Hartnett received an
A.B. from Sweet Briar College in 1970. Ms. Hartnett
serves on the Board of Trustees for the Houston
Ballet Foundation and is a lifetime member of the
Houston Livestock Show and Rodeo.
Sonny B. Lyles....................... 54 Senior Vice President and Chief Credit Officer of
the Company since July 15, 1996 and of the Bank
since February 1991. Prior to joining the Bank, Mr.
Lyles was employed by First Union National Bank as
Senior Credit Officer beginning in 1983. Prior to
joining First Union National Bank, Mr. Lyles was
employed at First Tulsa Bank, Florida National Bank
and South Carolina National Bank. Mr. Lyles received
a B.A. from Wofford College. Mr. Lyles is a member
of the Board of the Texas Chapter, and a member of
the International Board of Directors of Robert
Morris Associates, a trade association of bank
lending and credit officers. Mr. Lyles is the
Wofford College alumni representative from Houston.
Wayne J. Sadin....................... 46 Executive Vice President and Chief Information
Officer of the Company and the Bank since March 30,
1998. Prior to joining the Company, Mr. Sadin was
employed by Michigan National Bank, a subsidiary of
National Australia Bank, as Senior Vice President,
Chief Technology Officer and Director of Information
Technology since 1992. From 1990 to 1992 Mr. Sadin
was employed by Data-Link Systems, a subsidiary of
Mellon Bank, as Vice President of Products and
Operations. From 1981 to 1990 Mr. Sadin was employed
by Murray Financial Corporation as Senior Vice
President and Director of Human Resources and
Information Technology. Prior to joining Murray, Mr.
Sadin held various engineering, technology
management, and consulting positions. Mr. Sadin
received a B.S. degree from Boston University and an
M.S. degree from the University of Texas, and
completed the program in Delivering Information
Services at the Harvard Business School. Mr. Sadin
is a Certified Computing Professional, with four
certificates: Management, Procedural, Systems
Programming, and Business Programming.
20
DATE FOR SUBMISSION OF STOCKHOLDER PROPOSALS
In order for proposals submitted by stockholders pursuant to the
Commission's Rule 14a-8 to be included in the Company's Proxy Statement and
proxy relating to the Company's next Annual Meeting of Stockholders, such
proposals must be received by the Company at its principal executive offices not
later than October 13, 2000. A stockholder choosing not to use the procedures
established in Commission Rule 14a-8 to submit a proposal for action at the
Company's next Annual Meeting of Stockholders must deliver the proposal to the
Secretary of the Company not later than the close of business on December 17,
2000 nor earlier than the close of business on November 17, 2000.
OTHER MATTERS
The firm of KPMG LLP served as the Company's independent accountants for
the year ended September 30, 1999 and has been selected as the Company's
independent accountants for the year ending September 30, 2000. A member of the
firm of KPMG LLP is expected to be present at the Meeting with the opportunity
to make a statement if so desired and will be available to respond to
appropriate questions.
KPMG LLP was selected as the Company's independent accountants on June 3,
1999 following the dismissal of Deloitte & Touche, LLP ("Deloitte"), who served
as the Company's independent auditors prior to that date. Deloitte's report on
the Company's financial statements for the two years prior to their dismissal
did not contain an adverse opinion or a disclaimer of opinion, and was not
qualified or modified as to uncertainty, audit scope or accounting principles.
The decision to change auditors was recommended by the Audit Committee and
approved by the Board of Directors of the Company.
During the Company's two most recent fiscal years and any subsequent
interim period preceding the Company's change in accountants, there were no
disagreements with Deloitte on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure which, if not
resolved to the satisfaction of Deloitte, would have caused Deloitte to make
reference to the matter in their report. During the Company's two most recent
fiscal years and any subsequent interim period preceding the Company's change in
accountants, Deloitte did not advise the Company with respect to any of the
matters listed in paragraphs (a)(1)(v)(A)-(D) of Item 304 of the Commission's
Regulation S-K.
During the Company's two most recent fiscal years and any subsequent
interim period preceding the Company's change in accountants, the Company did
not consult with KPMG LLP relating to the application of the accounting
principles to a specified transaction, or the type of opinion KPMG might render
on the Company's financial statements.
Whether or not you are planning to attend the Meeting, you are urged to
complete, date and sign the enclosed proxy and return it in the enclosed
envelope at your earliest convenience.
By Order of the Board of Directors
/s/ RANDOLPH C. HENSON
Randolph C. Henson
SECRETARY
21
BANK UNITED CORP.
ANNUAL MEETING OF STOCKHOLDERS
MARCH 16, 2000
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Barry C. Burkholder, Anthony J. Nocella
and Jonathon K. Heffron, and each of them, as proxies, each with full power
of substitution, to vote all shares of Class A Common Stock, Premium Income
Equity Securities, and Preferred Stock Series A of Bank United Corp. (the
"Company"), that the undersigned is entitled to vote at the Annual Meeting
of Stockholders to be held on March 16, 2000, and any adjournment thereof,
in accordance with the instructions specified herein and with discretionary
authority with respect to such other matters as may properly come before
such meeting and any adjournment thereof.
YOU MAY REVOKE THIS PROXY AT ANY TIME PRIOR TO THE VOTE AT THE
ANNUAL MEETING. ALL SHARES REPRESENTED BY PROXIES WILL BE VOTED AS
DIRECTED. UNLESS OTHERWISE DIRECTED, SHARES WILL BE VOTED FOR EACH OF
THE NOMINEES FOR CLASS I DIRECTOR, AND IN ACCORDANCE WITH THE JUDGMENT
OF THE PERSONS VOTING SUCH PROXIES WITH RESPECT TO ANY OTHER BUSINESS
PROPERLY BROUGHT BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
The undersigned hereby revokes any proxy heretofore given to vote
such shares, and acknowledges receipt of the Notice of Annual Meeting
and Proxy Statement relating to the March 16, 2000 Annual Meeting of
Stockholders.
(Please SEE REVERSE SIDE and date and sign.) BANK UNITED CORP.
P.O. BOX 11234
NEW YORK, N.Y. 10203-0234
1. ELECTION OF CLASS I FOR all nominees [ ] WITHHOLD AUTHORITY to vote [ ] *EXCEPTIONS [ ]
DIRECTORS listed below for all nominees listed below
Nominees: LEWIS S. RANIERI, BARRY C. BURKHOLDER, LAWRENCE CHIMERINE, and ALAN
E. MASTER
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE NOMINEES, MARK THE
"EXCEPTIONS" BOX AND WRITE THE NAME OF ANY EXCLUDED NOMINEE OR NOMINEES IN THE
SPACE PROVIDED BELOW.)
* Exceptions ___________________________________________________________________
CHANGE OF ADDRESS MARK HERE [ ]
*Please sign exactly as name appears
hereon. Joint owners should each
sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as
such.
Dated _______________________, 2000
_____________________________________
_____________________________________
Signature of Shareholder(s)*
(PLEASE SIGN, DATE AND RETURN VOTES MUST BE INDICATED
THIS PROXY IN THE ENCLOSED (X) IN BLACK OR BLUE INK. [X]
POSTAGE PREPAID ENVELOPE.)