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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
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PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): March 31, 1998
OCWEN FINANCIAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 0-21341 65-0039856
(STATE OR OTHER (COMMISSION (I.R.S. EMPLOYER
JURISDICTION FILE NUMBER) IDENTIFICATION NO.)
OF INCORPORATION)
THE FORUM, SUITE 1000
1675 PALM BEACH LAKES BOULEVARD, WEST PALM BEACH, FLORIDA 33401
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE): (561) 681-8000
N/A
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
PAGE 1 OF 5
EXHIBIT INDEX ON PAGE 4
ITEM 5. OTHER EVENTS
The news release of Ocwen Financial Corporation (the "Company") dated March 31,
1998, announcing an agreement to acquire substantially all of the United Kingdom
operations of Cityscape Financial, is attached hereto and filed herewith as
Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The following exhibit is filed as part of this report:
(99) News release of Ocwen Financial Corporation dated March 31, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, hereunto duly authorized.
OCWEN FINANCIAL CORPORATION
(Registrant)
By: /s/ Mark S. Zeidman
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Mark S. Zeidman
Senior Vice President and Chief Financial Officer
Date: April 7, 1998
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INDEX TO EXHIBIT
EXHIBIT NO. DESCRIPTION PAGE
99 News release of Ocwen Financial Corporation (the 5
"Company") dated March 31, 1998, announcing an
agreement to acquire substantially all of the
United Kingdom operations of Cityscape Financial.
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Ocwen Financial Corporation
1675 Palm Beach Lakes Boulevard
West Palm Beach, FL 33401
NYSE Symbol: OCN
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NEWS RELEASE: IMMEDIATE MARCH 31, 1998
OCWEN FINANCIAL ANNOUNCES AGREEMENT TO ACQUIRE SUBSTANTIALLY ALL OF THE UNITED
KINGDOM OPERATIONS OF CITYSCAPE FINANCIAL
West Palm Beach, FL -- Ocwen Financial Corporation (NYSE: OCN) announced today
that it had entered into definitive agreements for the acquisition of
substantially all of the assets, and certain liabilities, of the United Kingdom
operations of Cityscape Financial Corp. (Nasdaq SmallCap Market: CTYSC). The
acquisition includes the purchase of Cityscape's UK whole loan portfolio,
securitized loan residuals, and loan origination and servicing businesses for a
price of approximately (pound)285 million, subject to adjustment as of closing
based on an agreed upon formula (currently estimated to result in an upward or
downward adjustment of approximately (pound)5 million). Closing, which is
anticipated to occur in April 1998, is subject to satisfaction of a number of
conditions, including obtaining rating agency consents and various substitutions
in connection with the transfer of the securitized residuals and related
servicing rights (which will require the consents of the trustees of the several
securitizations). As a result, there can be no assurance that the transaction
will be consummated.
Ocwen is a $3.1 billion financial institution headquartered in West Palm Beach,
Florida. Ocwen's primary businesses are the acquisition, servicing and
resolution of subperforming and nonperforming residential and commercial
mortgage loans.
CERTAIN STATEMENTS CONTAINED HEREIN ARE "FORWARD-LOOKING STATEMENTS" WITHIN THE
MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION
21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. SUCH FORWARD-LOOKING
STATEMENTS MAY BE IDENTIFIED BY REFERENCE TO A FUTURE PERIOD(S) OR BY THE USE OF
FORWARD-LOOKING TERMINOLOGY, AND INCLUDE, BUT ARE NOT LIMITED TO, STATEMENTS
WITH RESPECT TO THE CONSUMMATION OF THE TRANSACTION. ACTUAL RESULTS MAY DIFFER
MATERIALLY FROM THOSE INDICATED IN SUCH STATEMENTS DUE TO A VARIETY OF FACTORS,
INCLUDING, BUT NOT LIMITED TO, CHANGES IN INTERNATIONAL, NATIONAL, REGIONAL OR
LOCAL ECONOMIC ENVIRONMENTS, COMPETITIVE PRODUCTS AND PRICING, REGULATIONS
AFFECTING FINANCIAL INSTITUTIONS OR REAL ESTATE INVESTMENT TRUSTS, GOVERNMENT
FISCAL AND MONETARY POLICIES, PREVAILING INTEREST OR CURRENCY EXCHANGE RATES,
ACQUISITIONS AND THE INTEGRATION OF ACQUIRED BUSINESSES, SOFTWARE INTEGRATION,
DEVELOPMENT AND LICENSING, CREDIT, INTEREST RATE AND OPERATIONAL RISK
MANAGEMENT, ASSET/LIABILITY MANAGEMENT, FINANCIAL AND SECURITIES MARKETS,
AVAILABILITY OF, AND COSTS ASSOCIATED WITH, SOURCES OF LIQUIDITY, FACTORS
INHERENT TO THE VALUATION AND PRICING OF RESIDUAL INTERESTS AND OTHER FACTORS
GENERALLY UNDERSTOOD TO AFFECT THE REAL ESTATE ACQUISITION, MORTGAGE AND LEASING
MARKETS AND SECURITY INVESTMENTS.
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