bmnm8k09122008.htm
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): September 10,
2008
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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On
September 10, 2008, Mr. Kevin L. Bespolka resigned from the Board of Directors
(the “Board”) of Bimini Capital Management, Inc. (the “Company”). Mr.
Bespolka resigned due to the pressure of other work commitments and not as a
result of any disagreement on any matter relating to the Company’s operations,
policies or practices. As a result of Mr. Bespolka’s resignation, the
size of the Board has been reduced to three directors, two of whom are
independent directors, and Mr. Robert J. Dwyer has been appointed as a member of
and Chair of the Board’s Corporate Governance and Nominating Committee effective
September 10, 2008.
ITEM
8.01. OTHER
EVENTS.
The
Company had approximately $400 million of its repurchase agreement financing
mature on September 5, 2008. Of this amount, approximately $144
million was refinanced with maturity dates through December 5,
2008. Approximately $42 million of the amount refinanced will mature
over the course of the next month and the Company has been informed by the
lender such funding will not be renewed. As a result of these events,
the Company undertook a series of assets sales that were completed September 11,
2008. The Company has sold approximately $290 million of its agency
mortgage backed securities (“MBS”) portfolio and has approximately $228 million
of agency MBS remaining. As stated, such assets are funded via
repurchase agreements maturing through December 5, 2008. As
contemplated in the Company’s most recent Quarterly Report on Form 10-Q released
August 11, 2008, the Company has devised an alternative investment strategy to
be implemented in the event repurchase agreement funding was not available to
fund a portfolio of a size deemed appropriate by the Company’s
management. The strategy will employ agency MBS interest only and
inverse interest only derivative securities. Accordingly, the Company
has taken steps to implement such strategy and currently holds a portfolio of
agency MBS derivative securities with a combined notional balance of
approximately $202 million. The Company intends to increase the
notional balance of its agency MBS derivative portfolio to a point where the
combined notional balance of the agency MBS derivative portfolio and the agency
MBS pass through portfolio approximates the size of the agency MBS pass through
only portfolio that existed at June 30, 2008.
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:
September 12, 2008
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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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Vice
Chairman, President and Chief Executive
Officer
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