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 Thursday, March 19, 1998, 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 II 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 February 2, 1998, 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 1600, Houston, Texas.
By Order of the Board of
Directors
/s/ RANDOLPH C. HENSON
SECRETARY
February 16, 1998
YOUR VOTE IS IMPORTANT. STOCKHOLDERS ARE REQUESTED TO COMPLETE, 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 16, 1998
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 Thursday, March 19, 1998, 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
16, 1998.
Only holders of record of the Company's Class A Common Stock, par value
$.01 per share (the "Class A Common Stock"), as of the close of business on
February 2, 1998 are entitled to notice of and to vote at the Meeting. As of
that date, 28,354,276 shares of Class A Common Stock were issued and
outstanding. The shares of Class A Common Stock 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, and stockholders may vote 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 presence in person or by proxy of the holders of a majority of the
shares of Class A Common Stock 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 certain items when they have not received
instructions from beneficial owners. However, brokers that do not receive
instructions are entitled to vote on the election of directors. With respect to
any other proposals, no broker may vote shares held for customers without
specific 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, 1997, is being mailed
contemporaneously with this Proxy Statement to all stockholders as of the record
date.
1
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........... 51 1988 1988 2000
Barry C. Burkholder.................. 57 1996 1991 2000
Lawrence Chimerine................... 57 1996 1990 2000
David M. Golush...................... 53 1996 1988 1998
Paul M. Horvitz...................... 62 1996 1990 1999
Alan E. Master....................... 58 1996 1995 2000
Anthony J. Nocella................... 56 1996 1990 1998
Salvatore A. Ranieri................. 49 1988 1988 1998
Scott A. Shay........................ 40 1988 1988 1999
Patricia A. Sloan.................... 54 1996 1988 1999
Michael S. Stevens................... 48 1996 1996 1999
Kendrick R. Wilson III............... 51 1996 1988 1998
During fiscal 1997, the Board of Directors of the Company held 15 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.
COMMITTEES OF THE BOARD OF DIRECTORS
The Company's Board of Directors has established two 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, subject to ratification by the stockholders at the
annual meeting. 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 five meetings during fiscal
1997.
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 four meetings during fiscal 1997.
To the extent that any permitted action taken by the Company Board
conflicts with action taken by the Compensation Committee, the action taken by
the Company Board action shall control. Mr. Burkholder and Mr.
2
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 ("Annual Retainer") of $25,000 for
service on the boards of directors of 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. 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. 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 II director, Messrs. Golush, Nocella, Salvatore
Ranieri and Wilson are presently 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.
DAVID M. GOLUSH. Mr. Golush is a Managing Director of Ranieri & Co., Inc.
("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 L.P., a Delaware limited partnership ("Hyperion Partners"), and
Hyperion Partners II L.P., a Delaware limited partnership ("Hyperion Partners
II"). Mr. Golush was employed by Salomon Brothers Inc. ("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.
ANTHONY J. NOCELLA. Mr. Nocella has been the Vice Chairman and the Chief
Financial Officer of the Company since July 27, 1997. Mr. Nocella was 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 Financial Markets and Commercial Banking 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), Managing Auditor and Consultant for KPMG Peat
Marwick 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, a
director of the Texas Community Bankers Association, and delegate and past
President of the Financial Executives Institute.
SALVATORE A. RANIERI. Mr. Ranieri is 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.
3
He is a director of Hyperion Capital Management, Inc., a registered investment
advisor ("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. He
is also a director of American Marine Holdings, Inc. ("American Marine"). 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.
KENDRICK R. WILSON III. Mr. Wilson currently is a Managing Director and
head of investment banking of Lazard Freres & Co. LLC ("Lazard Freres"), a New
York-based investment banking firm. Prior to his joining Lazard Freres in 1990,
Mr. Wilson served 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 was also employed at Salomon from June 1978 to April
1987, where he became a Managing Director. Mr. Wilson has an economic interest
in Hyperion Partners. He is a director of ITT Corporation, Black Rock Asset
Investors, American Marine, American Buildings Company, Inc., and Meigher
Communications, Inc. Mr. Wilson received a B.A. from Dartmouth College and an
M.B.A. from Harvard Business School.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE NOMINEES FOR
DIRECTOR.
DIRECTORS WHOSE TERMS EXTEND BEYOND THE MEETING
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., positions he has held since founding Ranieri & Co. in 1988.
Mr. Ranieri is a founder of Hyperion Partners and of Hyperion Partners II. He is
also Chairman of 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 1997 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 also serves as Chairman of the
Board and a director of American Marine.
Mr. Ranieri is a former Vice Chairman of 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.
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 has also 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
4
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. Mr. Burkholder is a Member of the
Thrift Institutions Advisory Council of the Federal Reserve System. He is
President of the Houston Symphony and serves on the Board of Trustees of the
Texas Gulf Coast United Way.
LAWRENCE CHIMERINE, PH.D. Dr. Chimerine has served as President of his own
economic consulting firm, Radnor Consulting Services, 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. 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. Mr. Master is a
director of Thunder Ware, 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, is a past member
of the Advisory Board of the Johnson Graduate School of Management of Cornell
University and joined PaineWebber Incorporated in April 1996. 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.
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 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 director of the Pulse EFT Association, and 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.
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
and Transworld Home 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 Cardholder Management
Services, 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. degree in economics and received a Master of Management
degree with distinction from Northwestern's Kellogg Graduate School of
Management. Mr. Shay serves as Vice President and Treasurer of the Jewish Youth
Connection, Inc., a non-profit organization.
5
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 1997 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. In 1981, Mr. Stevens founded the
companies that now constitute this real estate investment and management
company. Since its inception, the firm has developed, acquired, or managed over
70 real estate projects valued at over $300 million and representing over 8.5
million square feet of building area and apartment units. Mr. Stevens currently
serves as first Assistant to the Mayor of the City of Houston on Housing and
Inner-City Revitalization. He plays a major role in leading Houston's affordable
housing program, HOMES FOR HOUSTON. Mr. Stevens is a former Chairman of the
National Advisory Council of FNMA. Mr. Stevens is the Chairman of the Houston
International Sports Committee, a non-profit organization working to bring the
Olympic Games to Houston. He is a member of the Advisory Board of Brookings
Institution Center on Urban and Metropolitan Policy. He also is a member of the
Harris County-Houston Sports Authority Board, and serves as Chairman of the
Finance Committee of that Board. Mr. Stevens is a deacon at Houston's Second
Baptist Church. He graduated from the University of Houston in 1973 with a
Bachelors of Business Administration.
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
("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
("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, 1997, the Company believes
that during the year ended September 30, 1997, 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
consisted of 28,354,276 shares of Class A Common Stock, which entitles the
holder thereof to one vote per share on each matter on which the stockholders of
the Company are entitled to vote, and 3,241,320 shares of Class B Common Stock,
par value $0.01 per share ("Class B Common Stock"), which have no voting
rights. Shares of Class B Common Stock are convertible, at the election of the
holder thereof, into shares of Class A Common Stock, subject to certain
restrictions set forth in the Certificate and the Letter Agreements (as defined
herein). See "-- Stockholder Letter Agreements." Conversion of such shares of
Class B Common Stock by a holder thereof to shares of Class A Common Stock has
the effect of diluting the voting power of the existing holders of Class A
Common Stock and increasing the voting power of such holder commensurately.
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.
The Restated Certificate of Incorporation of the Company (the "Certificate"),
the Letter Agreements and certain management stock grant agreements relating to
options granted with respect to shares of Class B Common Stock impose certain
restrictions on the ability of holders to convert their shares of Class B Common
Stock into Class A Common Stock and generally prohibit any holder, other than
the holders of the currently outstanding shares of Class A Common Stock, from
converting shares of Class B Common Stock into Class A Common Stock if after
giving effect to such conversion such holder would become the beneficial owner
of more than 9.9% of the then outstanding shares of Class A Common Stock. In
addition, under the terms of the Certificate and the Letter Agreements, the
shares of Class B Common Stock owned by The Equitable Life Assurance Society of
the United States, Equitable Variable Life Insurance Company and The Prudential
Insurance Company of America are subject to additional conversion restrictions.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AMOUNT AND NATURE
OF BENEFICIAL PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER TITLE OF CLASS OWNERSHIP CLASS
- ---------------------------------------- --------------------- ----------------- ------------
The Prudential Insurance Company
of America............................ Class B Common Stock* 2,441,137 7.7
c/o The Prudential Capital Group
100 Mulberry Street
Five Gateway Center Four
Newark, NJ 07102
LW-SP1, L.P. and LW-SP2, L.P............ Class A Common Stock 2,146,748 6.8
1201 Elm Street, Suite 5400
Dallas, TX 75270
- ------------
* Subject to certain restrictions set forth in the Letter Agreement, each share
of Class B Common Stock is convertible, at the option of the holder, into one
share of Class A Common Stock.
Under the terms of the Letter Agreements, The Prudential Insurance Company
of America may sell its shares of Common Stock beginning August 14, 1999 and
LW-SP1, L.P. and LW-SP2, L.P. may sell a limited number of their shares
beginning August 8, 1998 and the balance on August 14, 1999.
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
and 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.
MANAGEMENT OWNERSHIP OF CLASS A COMMON STOCK
NUMBER OF SHARES
AND NATURE OF PERCENT
NAME BENEFICIAL OWNERSHIP(1) OF CLASS
- ------------------------------------- ----------------------- --------
Lewis S. Ranieri, Chairman........... 1,217,258(2) 4.29%
Barry C. Burkholder.................. 137,205 *
Lawrence Chimerine................... 6,138 *
David M. Golush...................... 201,340(3) *
Paul M. Horvitz...................... 4,138 *
Alan E. Master....................... 1,630(4) *
Anthony J. Nocella................... 43,614 *
Salvatore A. Ranieri................. 414,000(5) 2.68
Scott A. Shay........................ 435,367(6) 2.70
Patricia A. Sloan.................... 80,000 *
Michael S. Stevens................... -- *
Kendrick R. Wilson III............... 113,655(7) *
Ronald D. Coben...................... 6,791 *
Jonathon K. Heffron.................. 20,826 *
Sonny B. Lyles....................... 7,241 *
Directors and executive officers as a
group (17 persons)................. 3,805,294 13.42%
- ------------
* 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 1,210,933 shares held by LSR Hyperion Corp., a corporation that is
wholly owned by Mr. Ranieri.
(3) Includes 51,430 shares held by Mr. Golush's wife.
(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. Ranieri.
(6) Includes 430,000 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: (i) shares beneficially owned by
all directors of the Company; (ii) each of the executive officers named in the
Summary Compensation Table set forth herein; and (iii) 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 * -- *
Sonny Lyles.......................... 240 * -- *
Directors and executive officers as a
group (17 persons)................. 16,070 * 6,000 *
- ------------
* 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 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
collectability 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 have approved an agreement with a
subsidiary of Hyperion
Partners II, Cardholder Management Services L.P. ("CMS"), an affiliate of the
Bank, 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. The Company believes
that the terms and conditions of this agreement are as favorable to the Bank as
those that could have been arranged with an independent third party.
In August 1996, 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
9
an annual consulting fee of $250,000. 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, and (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 Bank is a party to a written investment advisory services agreement
which provides for payment by the Bank to Hyperion Capital, an affiliate of the
Bank, of $45,000 per year for investment advisory services and for payment by
Hyperion Capital to the Bank of $45,000 for information regarding the Bank's
mortgage pipeline. The Company believes that the terms and conditions of this
agreement are as favorable to the Bank as those that could have been arranged
with an independent third party.
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.
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.
STOCKHOLDER LETTER AGREEMENTS
In connection with the Company's initial public offering in August 1996
(the "August Offering"), certain of the holders of the Company's Common Stock
(the "Restricted Stockholders") entered into a Letter Agreement with each of
Hyperion Partners and the Company (the "Letter Agreements"). Pursuant to the
Letter Agreements, each Restricted Stockholder consented to the distribution
(the "Distribution") by Hyperion Partners of the shares of common stock of
Hyperion Holdings, Inc., a predecessor or the Company ("Hyperion Holdings"),
and agreed to hold the common stock of Hyperion Holdings received pursuant to
the Distribution according to the terms of such Letter Agreement. Also, each
Restricted Stockholder, by executing a Letter Agreement and agreeing to be bound
thereby, consented to and approved of, for purposes of Section 228 of the
Delaware General Corporation Law (the "DGCL") and otherwise, the Merger
Agreement, dated as of June 17, 1996, by and between Hyperion Holdings and the
Company (the "Merger Agreement"), and the related merger.
Pursuant to the Letter Agreements, each Restricted Stockholder acknowledged
(i) that under the By-Laws of Hyperion Holdings, it is not permitted to transfer
any shares of capital stock of Hyperion Holdings except pursuant to the Merger
Agreement and (ii) that, under the By-Laws, after the Distribution and prior to
the consummation of the August Offering, such stockholder would not effect any
transfer of shares of capital stock of the Company (a) in the case of Restricted
Stockholders who received shares in respect of Class C Common Stock, $0.01 par
value per share ("Class C Common Stock"), in the Merger, except as such
stockholder would have been permitted to transfer such Class C Common Stock
under the Stockholders' Agreement, dated as of January 5, 1990, by and among the
Company and the other parties specified therein (the "Stockholders
Agreement"), and (b) in the case of any other Restricted Stockholders, except
in accordance with the terms of the limited partnership agreement of Hyperion
Partners applicable to the transfer of partnership interests of Hyperion
Partners. Each 5% Stockholder acknowledged that it is not permitted, prior to
the earlier of an initial public offering ("IPO") or October 31, 1996, to
transfer any such shares owned by such 5% Stockholder (other than to a person of
whom the 5% Stockholder is a wholly-owned subsidiary) or acquire any additional
such shares. An IPO was completed in August 1996.
Each Restricted Stockholder who retained shares of Common Stock was not
permitted to sell such shares for (1) one year after the August Offering, if
such stock was received in respect of general partnership interests in Hyperion
Partners or (2) six months after the August Offering (although a regulated New
Jersey insurance company may sell shares in a private off-market transaction
subject to Rule 144 limits and reasonable representations requested by the
underwriters). Subject to certain adjustments by the Board of Directors of the
10
Company based upon advice of the underwriters to improve the marketability of
the shares of Class A Common Stock sold in the August Offering, each 5%
Stockholder was permitted to sell up to 45% of such holder's shares of Common
Stock in the August Offering, except for LW-SP1 and LW-SP2, affiliates of Lehman
Brothers Inc., which were prohibited from selling any shares until August 8,
1998, and any other Restricted Stockholder was permitted to sell up to 16% of
its shares in the August Offering (subject to increase pro rata in the
discretion of the Board of Directors of the Company if the 5% Stockholders
elected to sell fewer than the maximum number of shares they are permitted to
sell in the August Offering). Each selling stockholder in the August Offering
acknowledged that, except for shares that could have been sold pursuant to the
August Offering but were not sold at the election of such 5% Stockholder, no 5%
Stockholder is permitted by the By-Laws to acquire or transfer any shares of
capital stock of the Company for three years following the August Offering (or
upon termination of the Letter Agreement, if earlier) unless as of an earlier
date the Company Board determines that such acquisition or transfer would not be
reasonably likely to have a material adverse effect on the tax position of the
Company.
The Board of Directors of the Company approved sales of shares of Class A
Common Stock in excess of the 45% and 16% limitations as necessary to satisfy
the underwriters' over-allotment options in the August Offering.
Pursuant to the Letter Agreement, in January 1997 the Company filed a
registration statement under the Securities Act of 1933, as amended (the
"Securities Act") with respect to shares of Class A or Class B Common Stock
then held by any Restricted Stockholder. The Company is obligated to take action
to keep such registration statement effective (subject to occasional periods of
suspension of such effectiveness as necessary) until the first to occur of (i)
the date on which all shares of Common Stock registered thereunder have been
sold pursuant thereto, (ii) December 31, 1999, and (iii) the date on which such
registration under the Securities Act is no longer required to sell such shares
without restriction.
11
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. The individuals listed below became executive officers of the Company
in June and July 1996. Prior to that time, Lewis S. Ranieri served as President
and CEO of the Company, Salvatore A. Ranieri served as Vice President, Secretary
and General Counsel of the Company, Scott A. Shay served as Vice President of
the Company and Robert A. Perro served as Chief Financial Officer of the
Company. None of the former executive officers received any compensation from
the Company.
SUMMARY COMPENSATION TABLE LONG-TERM COMPENSATION
------------------------------------
ANNUAL COMPENSATION AWARDS
------------------------------------------ -------------------------
OTHER SECURITIES PAYOUTS(7)
ANNUAL UNDERLYING -------
COMPEN- RESTRICTED OPTIONS/ LTIP
SALARY BONUS(1)(2) SATION(4) STOCK(5) SARS(6) PAYOUTS
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($)
- --------------------------------------- ---- ------- ----------- -------- ---------- ----------- -------
Barry C. Burkholder.................... 1997 375,000 725,000 59,690 -- 30,000 --
President and 1996 375,000 2,552,000 -- 1,578,051 491,327 --
Chief Executive Officer 1995 375,000 594,000 -- -- -- --
Anthony J. Nocella..................... 1997 315,000 500,000 -- -- 25,000 --
Vice Chairman and 1996 315,000 874,000 -- 508,103 157,959 --
Chief Financial Officer 1995 315,000 235,000 -- -- -- --
Jonathon K. Heffron.................... 1997 225,000 350,000 -- -- 15,000 --
Executive Vice President, 1996 225,000 804,000 -- 508,103 157,959 --
General Counsel, and 1995 225,000 200,000 -- -- -- --
Chief Operating Officer
Ronald D. Coben(3)..................... 1997 200,000 200,000 -- -- 10,000 --
Executive Vice President 1996 200,000 160,000 -- 79,115 24,534 --
Community Banking 1995 144,000 30,000 -- -- -- --
Sonny B. Lyles......................... 1997 170,000 100,000 -- -- 6,000 --
Senior Vice President 1996 150,000 65,000 -- 79,115 24,534 --
Chief Credit Officer 1995 150,000 60,000 -- -- -- --
ALL
OTHER
COMPEN-
SATION(8)
NAME AND PRINCIPAL POSITION ($)
- --------------------------------------- --------
Barry C. Burkholder.................... 5,498
President and 6,706
Chief Executive Officer 9,240
Anthony J. Nocella..................... 5,607
Vice Chairman and 7,919
Chief Financial Officer 9,402
Jonathon K. Heffron.................... 5,613
Executive Vice President, 9,458
General Counsel, and 9,402
Chief Operating Officer
Ronald D. Coben(3)..................... 4,807
Executive Vice President 6,130
Community Banking 3,240
Sonny B. Lyles......................... 3,825
Senior Vice President 4,071
Chief Credit Officer 3,960
- ------------
(1) For all named executives, the bonus column for 1997 and 1995 includes
payments from the Bank's annual bonus plan and the bonus column for 1996
includes payments from the Company's Executive Management Compensation Plan.
(2) Mr. Burkholder was hired on April 10, 1991, and was paid a bonus based on
the financial performance of the Bank, according to the provisions of his
employment contract, for each of the first five full years of his
employment. Amounts indicated for 1995 represent the amount paid in the
fiscal year. Mr. Burkholder's 1996 bonus amount included two bonus payments
pursuant to his employment contract: one payment of $550,000 for the
12-month period ended April 9, 1996 and a second payment of $300,000 for the
period April 10, 1996 through September 30, 1996. The latter amount was made
to change Mr. Burkholder's performance cycle to correspond to the Bank's
fiscal year. See "-- Management Employment Arrangements". All other
management bonuses were paid as determined by the Compensation Committee of
the Bank's Board of Directors and were based on the Bank's financial and
individual performance for the respective fiscal year. The Bank'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.
(3) Mr. Coben was promoted to Executive Vice President, Community Banking
effective July 1, 1996.
(4) Messrs. Burkholder, Coben, Heffron, and Nocella are each provided an auto
allowance and country club and dining club memberships. However, only in the
case of Mr. Burkholder does the aggregate value of such auto allowance and
memberships exceed the lesser of $50,000 or 10% of such officer's annual
cash compensation. Therefore, the value of auto allowances and club
memberships are included only for Mr. Burkholder.
(5) A total of 236,265 shares of Class B Common Stock were awarded to the named
executive officers in June 1996 and these shares were subsequently converted
into Class A Common Stock of the Company. Such shares are subject to
restrictions on transfer, which lapse on August 8, 1999 ("Officers
Restricted Stock"). As there was no public market for the Common Stock at
the date of grant, the fair market value of the shares at that date was
estimated by the Company. The dollar amounts reported for fiscal 1996
reflect the value of such grant as of September 30, 1996 based on the last
reported sales price of the Class A Common Stock on that date, without
diminution for restrictions on transfer. Based on the last reported sale
price of the Class A Common Stock on the NASDAQ on September 30, 1997, these
shares had an aggregate fair market value of $10,454,726 ($44.25 per share),
without giving effect to the diminution of value attributable to the
restrictions on such stock. Dividends are payable on the Officers Restricted
Stock at the same rate as all other shares of Common Stock.
(6) In fiscal 1997, the Company issued an aggregate of 86,000 options to named
executives pursuant to option agreements under the 1996 Stock Incentive
Plan. In fiscal 1996, the Company issued 856,313 options to the named
executives pursuant to management option agreements under the Executive
Management Compensation Plan.
(7) Represents the dollar value of all payouts pursuant to long-term incentive
plans ("LTIP"). An LTIP is any plan providing compensation intended to
serve as incentive for performance to occur over a period longer than one
fiscal year, whether such performance is measured by reference to financial
performance of the registrant or an affiliate, the registrant's stock price,
or any other measure, but excluding restricted stock, stock option and stock
appreciation right ("SAR") plans. The Company made no such payments for
the periods presented.
(8) "All Other Compensation" amounts represent contributions by the Bank to
each executive's account in the Bank's 401(k) Plan and includes a tax
equalization amount paid to Messrs. Burkholder, Coben, Nocella, and Heffron.
12
OPTION GRANTS IN LAST FISCAL YEAR. The following table sets forth
individual grants of options to purchase Class A Common Stock of the Company
under the 1996 Stock Incentive Plan that were made during fiscal 1997 to the
executive officers named in the Summary Compensation Table. All options granted
in fiscal 1997 have an exercise price no less than the fair market value at the
date of grant.
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/
UNDERLYING SARS
OPTIONS/ GRANTED TO EXERCISE
SARS EMPLOYEES OR BASE GRANT DATE
GRANTED IN FISCAL PRICE EXPIRATION PRESENT VALUE
NAME (#) YEAR(1) ($/SH) DATE $(2)
- ------------------------------------- ---------- ---------- -------- ---------- -------------
Barry C. Burkholder.................. 30,000 6.1 38.063 7/24/02 361,800
Anthony J. Nocella................... 25,000 5.1 38.063 7/24/02 301,500
Jonathon K. Heffron.................. 15,000 3.1 38.063 7/24/02 180,900
Ronald D. Coben...................... 10,000 2.0 38.063 7/24/02 120,600
Sonny B. Lyles....................... 6,000 1.2 38.063 7/24/02 72,360
- ------------
(1) Based upon options to purchase an aggregate of 490,250 shares of Class A
Common Stock of the Company granted in fiscal 1997.
(2) The grant date present value is based on the Black-Scholes Option pricing
model and results in a grant date present value of $12.06 per share. The
calculation included the following assumptions: estimated volatility of
28.6%; risk-free interest rate of 6.99 percent (based on returns available
through U.S. Treasury bonds); dividend yield of 1.5 percent (assumes
dividend yield paid through expiration); and 1,826 days to expiration of
options. Option values are dependent on general market conditions and the
performance of the Class A Common Stock. There can be no assurance that the
values in this table will be realized.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES. The following table sets forth, with respect to the executive officers
named in the Summary Compensation Table, the aggregate number of options
exercised during fiscal 1997, any value realized thereon, the number of
unexercised options at the end of the fiscal year (exercisable and
unexercisable) and the value thereof.
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS AT IN-THE-MONEY OPTIONS/SARS
SHARES FISCAL YEAR END(#) AT FISCAL YEAR-END($)(1)
ACQUIRED ON VALUE ---------------------------- ----------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------------- ----------- ----------- ----------- ------------- ----------- -------------
Barry C. Burkholder.................. -- -- -- 521,397 -- 12,038,889
Anthony J. Nocella................... -- -- -- 182,959 -- 3,965,448
Jonathon K. Heffron.................. -- -- -- 172,959 -- 3,903,573
Ronald D. Coben...................... -- -- -- 34,534 -- 653,758
Sonny B. Lyles....................... -- -- -- 30,534 -- 629,008
- ------------
(1) Total value of options based on a fair market value of $44.25 per share as
of September 30, 1997, the last reported sale price of the Class A Common
Stock as reported by the NASDAQ on that date.
EXECUTIVE MANAGEMENT COMPENSATION PROGRAM
In June 1996, the Board of Directors of the Company approved an Executive
Management Compensation Program (the "Compensation Program") providing for the
following: (1) a cash bonus of $4.0 million; (2) the award of 318,342 shares of
Class B Common Stock pursuant to management stock grant agreements (the
"Management Stock Grant Agreements") providing that such shares may not be
transferred for three years from the date of issuance and such shares may be
converted into shares of Class A Common Stock only if the holder of such stock
would not, after such conversion, own more than 9.9% of the outstanding shares
of Class A Common Stock; and (3) the issuance of 1,154,520 options upon
consummation of the August Offering pursuant to management option agreements
(the "Management Option Agreements") for purchase of an equivalent number of
shares of common stock providing that such options have an exercise price of
$20.125 per share which approximated the fair market value of such stock on the
date of grant; such options vest ratably over three years; such options may not
be exercised prior to the third anniversary of the date of grant; and such
options expire if not exercised by the tenth anniversary of the date of grant.
Twenty-three individuals, including the Company's
13
seven executive officers -- Messrs. Burkholder, Nocella, Heffron, Coben, Green,
Lyles and Ms. Hartnett -- one former executive officer -- Mr. Bender -- and
three directors -- Drs. Chimerine and Horvitz and Mr. Master -- participated in
the Compensation Program. The remaining twelve individuals participating are
other key officers and employees of the Bank. In connection with the February
1997 sale of mortgage offices, 33,718 of these options became fully vested. Mr.
Burkholder received $1,702,000 of the cash bonus and 491,327 of the stock
options; he has received 135,455 of the shares of Class B Common Stock. Messrs.
Nocella and Heffron each received $549,000 of the cash bonus and 157,959 of the
stock options; each one received 43,614 of the shares of Class B Common Stock.
Messrs. Lyles and Coben each received $85,000 of the cash bonus and 24,534 of
the stock options; each one received 6,791 shares of the Class B Common Stock.
Drs. Chimerine and Horvitz each received $52,000 of the cash bonus and 15,087 of
the stock options; each one received 4,138 shares of the Class B Common Stock.
Mr. Master received $17,000 of the cash bonus and 4,854 of the stock options; he
has received 1,380 shares of the Class B Common Stock. Implementation of this
program replaced an equity based bonus program previously contemplated in the
case of all participants except Mr. Burkholder, whose participation satisfies
the terms of his former employment agreement. No further grants or compensation
may be made or awarded under the Compensation Program.
THE 1996 STOCK INCENTIVE PLAN
The Company has adopted the Bank United 1996 Stock Incentive Plan (the
"1996 Stock Incentive Plan"). The 1996 Stock Incentive 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
("Participants") to those of the Company's stockholders and by providing
Participants with an incentive for outstanding performance. Non-employee
directors are not eligible to participate in the 1996 Stock Incentive Plan. The
1996 Stock Incentive Plan provides that the total number of shares of Class A
Common Stock available for grant under the 1996 Stock Incentive Plan may not
exceed 1,600,000 shares.
The 1996 Stock Incentive Plan is administered by the Compensation Committee
of the Board of Directors of the Company (the "Committee"). Four types of
awards may be granted to Participants under the 1996 Stock Incentive Plan: (i)
stock options (both non-qualified and incentive) ("Options"), (ii) stock
appreciation rights ("SARs"), (iii) restricted Common Stock ("Restricted
Stock") and (iv) performance units ("Performance Units", and together with
the Options, SARs and Restricted Stock, the "Awards"). As of September 30,
1997, options to purchase an aggregate of 478,500 shares of Class A Common Stock
of the Company were outstanding and 1,121,500 shares of Class A Common Stock of
the Company remained available for future grants under the 1996 Stock Incentive
Plan. No restricted stock or SARs have been granted under the 1996 Stock
Incentive Plan.
Effective October 1, 1997, 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 distributed based
on the achievement of certain corporate performance goals over a performance
period beginning October 1, 1997 and ending September 30, 2000. The maximum
award is 195,000 units in the aggregate. Upon completion of the performance
period, Compensation Committee will determine the number of units to be issued
based on the Company's performance. Cash will be distributed to the participants
equal to the fair value of the number of performance units of the Company's
Class A Common Stock.
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 Bank United Director Stock Compensation Plan
(the "Director Stock Plan") in order to (1) promote a greater identity of
interest between the Company's non-employee directors and its stockholders, and
(2) attract and retain individuals to serve as directors and to provide a more
direct link between
14
directors' compensation and stockholder value. The Director Stock Plan is
administered by the Board of Directors of the Company. A maximum of 250,000
shares of Class A Common Stock is available for issuance and available for
grants under the Director Stock Plan.
The Director Stock Plan permits each Eligible Director in order to make an
annual irrevocable election prior to the beginning of the fiscal year to receive
shares of Class A Common Stock in lieu of all or any portion (in 25% increments)
of the Annual Retainer. In addition, the plan provides that on the first Tuesday
following his or her election and thereafter on the day after each annual
meeting of stockholders during such director's term, each Eligible Director
shall be granted options ("Director Options") on 1,000 shares of Class A
Common Stock. The exercise price for the options will be 115% of the fair market
value of Class A Common Stock on the date of the grant of such option. Each
Director Option will become vested and exercisable, if at all, when and if,
during the 30-day period commencing on the first anniversary of the date of
grant of such Director Option, a share of Class A Common Stock has a fair market
value equal to or greater than the exercise price of such Director Option. If
such stock does not attain such fair market value during such 30-day period,
then such Director Option will terminate and be cancelled as of the close of
business on the last business day during such 30-day period. Each Director
Option terminates no later than the tenth anniversary 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 (including death,
disability, retirement, removal from office or otherwise). All Director Options
become fully vested and exercisable upon a Change of Control. The Company
granted 10,000 Director Options during fiscal 1996 and 10,000 Director Options
during fiscal 1997.
MANAGEMENT EMPLOYMENT ARRANGEMENTS
Effective as of the date of the consummation of the August Offering, the
Company entered into new employment agreements with the following four
executives which superseded 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 $375,000 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 $315,000
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
$225,000 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 $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 the agreement 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.
15
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 Mr. Burkholder) or two times (for Messrs. Nocella, Heffron and
Coben) his annual base salary 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 Mr. Burkholder) or two years (for Messrs. Nocella, Heffron
and Coben), and (3) receive in a lump sum a supplemental pension amount based on
three years (for Mr. Burkholder) or two years (for Messrs. Nocella, Heffron and
Coben) 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 Mr. Coben). 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
In June 1995, the Board of Directors of the Bank approved the
implementation of a Supplemental Executive Savings Plan ("SESP") effective on
August 1, 1995. The 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. As of
September 30, 1997, 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, 1997, there were 11
participants in the SESP, the total amount of deferrals and interest equaled
approximately $323,000 and the rate of interest for the SESP was 6.44%.
DIRECTORS SUPPLEMENTAL SAVINGS PLAN
In June 1995, the Board of Directors of the Bank approved the
implementation of a Directors Supplemental Savings Plan ("DSSP") effective
August 1, 1995. The 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 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, 1997, there
were three participants in the DSSP, the total amount of deferrals and interest
equaled approximately $162,000 and the rate of interest for the DSSP was 6.44%.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors of the Company
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 Board of Directors 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.
16
REPORT OF THE COMPENSATION COMMITTEE
AND STOCK AWARD COMMITTEE
ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors of the Company
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 and (2) a variable cash bonus 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 1997 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. 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 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
17
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
18
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,
1997, 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:
Ahmanson, H.F.; ALBANK Financial Corp; Andover Bancorp; Astoria Financial; Bay
View Capital Corp.; Charter One Financial; Chittenden Corp.; CitFed Financial;
Commercial FederalCorp.; Dime Bancorp; Golden State Bancorp; Golden West
Financial; GreenPoint Financial; Long Island Bancorp; People's Bank; Peoples
Heritage Financial; Roslyn Bancorp; SIS Bancorp; Sovereign Bancorp; St. Paul
Bancorp; Washington Federal, Inc.; Washington Mutual, Inc.; and Webster
Financial Corp. The chart depicts the value on September 30, 1997, of a $100
investment made on August 8, 1996, with all dividends reinvested.
[LINEAR GRAPH PLOTTED FROM DATA IN TABLE BELOW]
08/08/96 09/30/96 12/31/96 03/31/96 06/30/97 09/30/97
-------- -------- -------- -------- -------- --------
Registrant Fully Adjusted
Share Price(a) ........ $100 $122 $132 $146 $189 $220
Peer Group(b) ........... $100 $107 $124 $133 $160 $188
Nasdaq Composite Index(a) $100 $108 $113 $107 $127 $148
(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.
19
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 any director and
any other person pursuant to which such individual was elected an executive
officer.
PRINCIPAL OCCUPATION DURING LAST FIVE YEARS
NAME AGE POSITION AND OCCUPATION
- ------------------------------------- ---- ----------------------------------------------------
Jonathon K. Heffron.................. 45 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
serves on the Board of Directors of the Texas
Conference for Homeowners' Rights and he 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...................... 40 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. He has
provided marketing skills to various organizations
including the Houston Symphony and the Houston
Holocaust Museum. Mr. Coben also received the MS
Leadership Award in 1996 and a Gold Effie for the
nation's most effective financial advertising
campaign of 1989.
20
NAME AGE POSITION AND OCCUPATION
- ------------------------------------- ---- ----------------------------------------------------
Leslie H. Green...................... 60 Senior Vice President -- Technology of the Company
since May 28, 1997 and of the Bank since June 1991.
Prior to joining the Bank, Mr. Green was employed by
Equimark since 1988 as Executive Vice
President -- Systems and Operations. Prior to
joining Equimark, Mr. Green
served in several capacities at Keystone Computer
Associates, Fidelity Bank, National Information
Systems and RCA Computer Systems. Mr. Green received
a degree in Business Management from Rutgers
University.
Karen J. Hartnett.................... 49 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....................... 52 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, First Vice President of the Texas
Chapter, and a national member, of the Credit and
Risk Management Council of Robert Morris Associates,
a trade association of bank lending and credit
officers. Mr. Lyles is the Wofford College alumni
representative from Houston.
21
DATE FOR SUBMISSION OF STOCKHOLDER PROPOSALS
In order for stockholder proposals to be included in the Company's Proxy
Statement and proxy relating to the Company's 1998 Annual Meeting of
Stockholders, such proposals must be received by the Company at its principal
executive offices not later than October 20, 1998.
OTHER MATTERS
The firm of Deloitte & Touche LLP served as the Company's independent
accountants for the year ended September 30, 1997. The Board of Directors has
not yet completed the process of selecting a firm of independent accountants for
the current fiscal year. A member of the firm of Deloitte & Touche 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.
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
SECRETARY
22
BANK UNITED CORP.
ANNUAL MEETING OF STOCKHOLDERS
P MARCH 19, 1998
R THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
O
X The undersigned hereby appoints Barry C. Burkholder, Anthony J.
Y 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
of Bank United Corp. (the "Company"), that the undersigned is entitled
to vote at the Annual Meeting of Stockholders to be held on March 19,
1998, 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 II DIRECTORS 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 19, 1998 Annual Meeting of
Stockholders.
(Please date and sign reverse side)
SEE REVERSE
SIDE
1. ELECTION OF CLASS II DIRECTORS [ ] FOR all nominees listed (except
as marked to the contrary*)
1. ELECTION OF CLASS II DIRECTORS [ ] WITHHOLD AUTHORITY to vote for
all nominees listed
Nominees -- DAVID M. GOLUSH, ANTHONY J. NOCELLA, SALVATORE A. RANIERI, AND
KENDRICK R. WILSON III
*(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the line provided below.)
------------------------------------------------------
Dated _______________________, 19____
_______________________________
_______________________________
Signature of Shareholder(s)*
*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.