EXHIBIT 99.4
June 15, 1999
The Board of Directors
Texas Central Bancshares, Inc.
000 Xxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxxx, Xxxxx 00000-0000
Attention: Xxxxxxx Xxxx
Members of the Board:
We understand that Texas Central Bancshares, Inc. ("TCBI"), Bank United
Corp., a Delaware corporation ("BUC"), and BUC Acquisition Corporation II, a
Texas corporation ("Acquisition Company") have entered into an Agreement and
Plan of Reorganization (the "Merger Agreement") dated March 23, 1999, which
provides for the merger (the "Merger") of TCBI and its subsidiary, Texas Central
Bank National Association ("Texas Central" or the "Bank"), with and into a new
wholly owned Texas subsidiary corporation of BUC (the Acquisition Company).
Pursuant to the terms of the Merger Agreement, each issued and outstanding share
of common stock, par value $1.00, of TCBI, as of the date the Merger becomes
effective, will be converted into the right to receive 2.02797 (the "Exchange
Ratio") shares of Bank United Corp. Class A Common Stock, par value $0.01, not
to exceed in the aggregate 710,000 shares, as described in the Merger Agreement,
with certain provisions for fractional shares. The terms and conditions of the
Merger are more fully set forth in the Merger Agreement. We understand that as a
result of the Merger, (i) TCBI and the Acquisition Company shall each be merged
with and into BUC and each will cease to exist and that (ii) Texas Central will
be merged with and into Bank United Corp. and will cease its separate existence.
You have asked for our opinion as to whether the Exchange Ratio pursuant
to the Merger Agreement is fair, from a financial point of view, to holders of
the TCBI common stock.
Our opinion is based on information furnished to us by XXXX and BUC, their
attorneys, accountants, or obtained by us from published and verbal sources we
consider relevant. We have relied upon and assumed the accuracy and completeness
of all information submitted to us or that as publicly available and have made
no independent verification of this information. We have not conducted any
valuation or appraisal of any assets or liabilities, nor have any such
valuations or appraisals been provided to us. In relying upon financial analyses
and forecasts provided to us, we have assumed that they have been reasonably
prepared based on assumptions reflecting the best currently available estimates
and judgments by management of TCBI and BUC as to the expected future results of
operations and financial condition of TCBI and BUC to which such analyses or
forecasts relate. We have relied as to all legal matters relevant to rendering
our opinion upon the
advice of counsel. TCBI and BUC's management have informed us that they know of
no additional information which would have a material effect upon our valuation.
In arriving at our opinion, we have followed generally accepted industry
practices for the valuation of commercial banks and have used such valuation
methodologies as we have deemed necessary or appropriate for the purposes of
this opinion. In giving our opinion, we have given consideration to all
available financial data and other relevant factors effecting fair market value
including, but not limited to the following, (i) reviewed certain publicly
available financial statements and other information of TCBI and BUC, (ii)
reviewed certain internal financial statements and other financial and operating
data concerning TCBI and BUC prepared by the management of TCBI and BUC, (iii)
analyzed certain summary financial projections concerning TCBI and BUC prepared
by the management of TCBI and BUC, respectively; (iv) reviewed and discussed
with senior executives of TCBI the past and current operations and prospects of
TCBI, (v) reviewed and discussed with senior executives of BUC the past and
current operations and financial condition and the prospects of BUC and analyzed
the estimated pro forma impact of the Merger, including on the combined
company's earnings per share, consolidated capitalization and financial ratios,
(vi) reviewed and discussed with senior executives of TCBI and BUC the strategic
objectives of the Merger and the long term benefits expected to result from the
Merger, including without limitation, certain estimates and timing of synergies
and other cost savings for the continued company, (vii) reviewed reported prices
and trading activity for transactions in TCBI stock and BUC stock, (viii)
compared the financial performance of TCBI and BUC and the prices and trading
activity of TCBI and BUC with that of certain other comparable publicly traded
companies and their securities, (ix) reviewed the financial terms, to the extent
publicly available, of certain comparable transactions, (x) reviewed the Merger
Agreement and certain related documents, and (xi) considered other such factors
as we have deemed appropriate.
Neither SAMCO Capital Markets ("SAMCO") nor the individuals involved in
this valuation have any present or contemplated future financial interest in
TCBI or BUC which might prevent them from rendering a fair and unbiased opinion.
Our opinion is necessarily based upon the business, market, economic and other
conditions as they exist on, and can be evaluated as of, the date of this
letter, and does not address TCBI's underlying business decision to enter into
the Merger Agreement or constitute any recommendations to any holder of common
stock of TCBI as to how such holder should vote with respect to the Merger
Agreement. We were requested to, and did, solicit third party offers to acquire
all or any part of TCBI. In addition, we understand that the Merger may render
in effect a taxable transaction and our opinion may be used for purposes of the
shareholders in determining the tax liability they may have upon conversion.
In reaching our opinion, we have assumed that the Merger will be
consummated in accordance with the terms described in the Merger Agreement. We
consent to the reference to our firm and the inclusion of our opinion in its
entirety in any filing with the Securities and Exchange Commission related to
the Merger. Based on the foregoing and in consideration of all relevant factors,
it is our opinion, as of the date of this letter, that the Exchange Ratio is
fair and equitable to all holders of Texas Central Bancshares, Inc. common
stock, from a financial point of view.
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SAMCO Capital Markets appreciates the opportunity to be of service to you
in this matter.
Very truly yours,
SAMCO Capital Markets
By:/s/ XXXX X. XXXXX
Xxxx X. Xxxxx
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