bmnm8k01042009.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
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): January 4,
2010
Bimini
Capital Management, Inc.
(Exact
Name of Registrant as Specified in Charter)
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Maryland
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001-32171
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72-1571637
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(State
or Other Jurisdiction of Incorporation)
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(Commission File
Number)
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(IRS
Employer Identification No.)
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3305
Flamingo Drive, Vero Beach, Florida 32963
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code (772) 231-1400
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
8.01. OTHER EVENTS.
On
December 23, 2009, a complaint was filed in the United States District Court in
the Southern District of New York by R. Davis Howe (“Howe”) against The Bank of
New York Mellon (“BNYM”), Bimini Capital Management, Inc. (“us” or the
“Company”), Hexagon Securities, LLC (“Hexagon”) and Preferred Term Securities
XX, Ltd. (“PreTSL XX”). The complaint has not yet been served on
us..
The
complaint was filed with respect to the offer to purchase (the “Offer”) $24
million in liquidation preference amount of trust preferred capital securities
(“TruPS”) that had been issued by Bimini Capital Trust II in October 2005 from
PreTSL XX, a collateralized debt obligation collateralized by, among other
securities, the TruPS. Pursuant to the offer, we acquired the TruPS
in October 2009 from PreTSL XX for $10.8 million in cash, or $450 per $1,000 in
principal amount of TruPS held by PreTSL XX. In conjunction with the
Offer, the Company offered separate consideration to the holders of PreTSL XX’s
Class A-1 and Class A-2 Senior Notes, which, taken together, constitute the most
senior classes of holders of PreTSL XX’s capital structure and were the only
holders entitled to vote on the Offer, in exchange for their consent to direct
the trustee of PreTSL XX to accept the Offer (the “Consenting Senior
Holders”). In addition to the $10.8 million it paid for the TruPS,
the Company has paid separate consideration to the Consenting Senior Holders of
approximately $3.3 million, or $8.635 per $1,000 in principal amount of Senior
Notes held by each Consenting Senior Holder who requested such
consideration. Please see our Form 8-K, dated October 21, 2009 for
additional information about the Offer.
The
complaint alleges that the Offer for the TruPS was not completed in accordance
with the terms of the Indenture dated as of December 15, 2005 between PreTSL XX
and BNYM, as trustee. Specifically, the complaint alleges that BNYM
breached the Indenture and its fiduciary duties thereunder, and that we and
Hexagon aided and abetted such breaches and interfered with the
Indenture. The complaint seeks monetary damages for losses incurred
by Howe (as an alleged owner of certain securities issued by PreTSL XX) and by
PreTSL XX as well as rescission of our purchase of the TruPS in the
Offer.
We are
currently evaluating the claims contained in the complaint. If the
complaint is served on us, we intend to vigorously defend the
lawsuit. It is not possible to determine with any certainty at this
point in time whether we have any potential exposure in connection with this
complaint, and if so the amount of any such exposure.
SIGNATURES
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 hereunto
duly authorized.
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Date:
January 4, 2010
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BIMINI
CAPITAL MANAGEMENT, INC.
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By:
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/s/
Robert E. Cauley
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Robert
E. Cauley
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Chairman
and Chief Executive Officer
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