SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 18, 2000
BANK UNITED CORP.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-21017 13-3528556
(Commission File No.) (IRS Employer Identification No.)
3200 Southwest Freeway, Suite 2600
Houston, Texas 77027
(Address of principal executive offices, including ZIP code)
(713) 543-6500
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On August 21, 2000, Bank United Corp. and Washington Mutual, Inc.
announced that they have entered into a definitive agreement pursuant to which
Bank United will merge with and into Washington Mutual. The merger agreement
provides that in the merger each share of Bank United common stock will be
converted into the right to receive 1.3 shares of Washington Mutual common
stock, plus associated rights issued pursuant to Washington Mutual's existing
rights agreement. In connection with the transaction, Bank United shareholders
will receive contingent payment right certificates representing the right to
receive the proceeds, if any, received by Bank United or Washington Mutual
relating to Bank United's pending forbearance claim against the U.S. government,
less related taxes and expenses. Also, in connection with the Merger, each share
of Bank United's 8 percent corporate premium income equity securities will be
converted into one share of a new series of Washington Mutual's premium income
equity securities with substantially the same terms. The transaction is subject
to the approval of Bank United stockholders as well as regulatory and other
customary conditions. Copies of the merger agreement and press release
announcing this transaction are attached as exhibits hereto and are incorporated
herein by reference.
As an inducement and condition to Washington Mutual entering into
the merger agreement, Bank United, as issuer, and Washington Mutual, as grantee,
entered into a stock option agreement, pursuant to which Bank United granted to
Washington Mutual an option to purchase 6,462,862 shares of Bank United common
stock (approximately 19.9% of those outstanding) at a price of $42.375 per
share, on certain terms and conditions set forth therein. The option agreement
is included as an exhibit hereto and is incorporated herein by reference.
This summary is qualified by reference to the exhibits attached
hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS, AND EXHIBITS
(c) EXHIBITS.
2.1 Agreement and Plan of Merger, dated as of August 18, 2000, by
and between Washington Mutual, Inc. and Bank United Corp.
99.1 Stock Option Agreement, dated as of August 18, 2000, between
Bank United Corp., as issuer, and Washington Mutual, Inc., as
grantee.
99.2 Press Release, dated as of August 21, 2000, jointly issued by
Washington Mutual, Inc. and Bank United Corp.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: August 28, 2000
BANK UNITED CORP.
By: /s/ Anthony J. Nocella
---------------------------------
Name: Anthony J. Nocella
Title: Vice Chairman and the
Chief Financial Officer
EXHIBIT LIST
Exhibit
No. Description
_______ ___________
2.1 Agreement and Plan of Merger, dated as of August 18, 2000, by and
between Washington Mutual, Inc. and Bank United Corp.
99.1 Stock Option Agreement, dated as of August 18, 2000, between Bank
United Corp., as issuer, and Washington Mutual, Inc., as grantee.
99.2 Press Release, dated as of August 21, 2000, jointly issued by
Washington Mutual, Inc. and Bank United Corp.