UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): OCTOBER 7, 1999
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) 682-8000
N/A
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
PAGE 1 OF 6
EXHIBIT INDEX ON PAGE 4
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 7, 1999, Ocwen Financial Corporation, a Florida corporation
(the "Company"), completed the acquisition of Ocwen Asset Investment Corp., a
Virginia corporation ("OAC"), in accordance with the Agreement of Merger (the
"Merger Agreement") dated as of July 25, 1999, among the Company, Ocwen
Acquisition Company, a Virginia corporation and an indirect wholly-owned
subsidiary of the Company ("Acquisition Sub"), and OAC and the related plan of
merger (the "Plan of Merger").
Pursuant to the terms of the Merger Agreement and the Plan of Merger,
Acquisition Sub was merged with and into OAC (the "Merger"), whereupon the
separate corporate existence of Acquisition Sub ceased and OAC continued as the
surviving corporation.
Under the terms of the Merger Agreement, each outstanding share (other
than those held by the Company and its wholly-owned subsidiaries) of common
stock, par value $.01 per share, of OAC ("OAC Common Stock") was converted into
the right to receive 0.71 of a share of Ocwen Financial's common stock, par
value $.01 per share.
The other information required by this item has been previously
reported by the Company and is included or incorporated by reference in the
Joint Proxy Statement/Prospectus (the "Proxy Statement/Prospectus") which
constitutes a part of the Company's Registration Statement on Form S-4, as
amended (Registration No. 333-84853).
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
The OAC financial statements required by this item have been previously
reported by OAC and are included or incorporated by reference in the Proxy
Statement/Prospectus.
(b) Proforma Financial Information.
The pro forma financial statements required by this item have been
previously reported in the Proxy Statement/Prospectus.
(c) Exhibits.
The following exhibits are filed as part of this report:
2.1 Agreement of Merger dated as of July 25, 1999 among the Company,
Acquisition Sub and OAC (incorporated by reference to Exhibit 2.1 to
the Company's Current Report on Form 8-K dated July 25, 1999).
2.2 Plan of Merger among the Company, Acquisition Sub and OAC (incorporated
by reference to Annex II to the Proxy Statement/Prospectus).
99.1 Text of press release dated October 7, 1999, issued by the Company.
2
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
-----------------------------------------------------
Mark S. Zeidman
Senior Vice President and Chief Financial Officer
Date: October 7, 1999
3
INDEX TO EXHIBIT
Exhibit No. Description Page
- ----------- ----------- ----
2.1 Agreement and plan of Merger dated as of July 25,
1999 among the Company, Acquisition sub and OAC
(incorporated by reference to Exhibit 2.1 to the
Company's current Report on Form 8-K dated July 25,
1999).
2.2 Plan of Merger among the Company, Acquisition Sub
and OAC (incorporated by reference to Annex II to
the Proxy Statement/Prospectus).
99.1 Text of joint press release dated October 7, 1999, 5 - 6
issued by the Company.
4
Exhibit 99.1
================================================================================
[GRAPHIC LOGO OMITTED]
OCWEN FINANCIAL CORPORATION
================================================================================
FOR IMMEDIATE RELEASE FOR FURTHER INFORMATION, CONTACT:
CHERYL A. GUSTITUS
VP, CORPORATE COMMUNICATIONS
T: (561) 682-8575 E: cgustitus@ocwen.com
OCWEN FINANCIAL CORPORATION
CLOSES ACQUISITION OF OCWEN ASSET INVESTMENT CORP.
WEST PALM BEACH, FL - (October 7, 1999) - Ocwen Financial Corporation
(NYSE:OCN), a financial services company specializing in real estate services
and mortgage technology, announced today that it has closed the acquisition of
Ocwen Asset Investment Corp. (NYSE:OAC), a real estate investment trust. The
merger was approved by more than 83% of the OAC shareholders, which represented
almost 98% of the shares voted. The final terms of the agreement call for OAC
shareholders (except for OCN or its subsidiaries) to receive 0.71 shares of OCN
stock for each outstanding share of OAC common stock. The transaction closed
shortly after today's respective special shareholder meetings.
"We firmly believe that this transaction maximizes shareholder value for both
OCN and OAC," stated William C. Erbey, Chairman and Chief Executive Officer of
OCN. "Ocwen has the financial resources to provide necessary liquidity to OAC,
while at the same time, the merger helps to simplify and streamline the Ocwen
organization."
OCN expects to commence mailing letters of transmittal and related forms to
former shareholders of OAC for exchanging their stock certificates in the near
future. Fractional shares of OCN common stock will be paid in cash, based on
today's closing price of OCN common stock.
OCN also announced today that it intends to resume its previously announced
stock repurchase program. Since the buyback program was announced in April of
this year, OCN has repurchased 690,800 shares on the open market at an average
price of $7.62 per share, representing 11.5% of the 6,000,000 million shares
authorized for repurchase by OCN's Board of Directors.
Ocwen Financial Corporation is a financial services company headquartered in
West Palm Beach, Florida. The Company's primary businesses are the acquisition,
servicing, and resolution of subperforming and nonperforming residential and
commercial mortgage loans. OCN also specializes in the related development of
loan servicing technology and software for the mortgage and real estate
industries. Additional information about Ocwen Financial Corporation is
available at www.ocwen.com.
FORWARD-LOOKING STATEMENTS
CERTAIN STATEMENTS CONTAINED HEREIN MAY NOT BE BASED ON HISTORICAL FACTS AND 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. THESE FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY REFERENCE TO A
FUTURE PERIOD(S) OR BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS "BELIEVE"
OR "EXPECT," FUTURE OR CONDITIONAL VERB TENSES, SIMILAR TERMS, VARIATIONS ON
SUCH TERMS OR NEGATIVES OF SUCH TERMS. ACTUAL RESULTS COULD DIFFER MATERIALLY
FROM THOSE INDICATED IN SUCH STATEMENTS DUE TO RISKS, UNCERTAINTIES AND CHANGES
WITH RESPECT TO A VARIETY OF FACTORS, INCLUDING CHANGES IN THE KNOWLEDGE OF OCN
OR MARKET CONDITIONS AS THEY EXIST ON THE DATE HEREOF, APPLICABLE ECONOMIC
ENVIRONMENTS, GOVERNMENT FISCAL AND MONETARY POLICIES, PREVAILING INTEREST OR
CURRENCY EXCHANGE RATES, EFFECTIVENESS OF INTEREST RATE, CURRENCY AND OTHER
HEDGING STRATEGIES, LAWS AND REGULATIONS AFFECTING FINANCIAL INSTITUTIONS AND
REAL ESTATE OPERATIONS (INCLUDING REGULATORY FEES, CAPITAL REQUIREMENTS, INCOME
AND PROPERTY TAXATION AND ENVIRONMENTAL COMPLIANCE), COMPETITIVE PRODUCTS,
PRICING AND CONDITIONS, CREDIT, PREPAYMENT, BASIS, DEFAULT, SUBORDINATION AND
ASSET/LIABILITY RISKS, LOAN SERVICING EFFECTIVENESS, THE ABILITY TO IDENTIFY
ACQUISITIONS AND INVESTMENT OPPORTUNITIES MEETING OCN'S INVESTMENT STRATEGY,
SOFTWARE INTEGRATION, DEVELOPMENT AND LICENSING, FINANCIAL AND SECURITIES
MARKETS, AVAILABILITY OF ADEQUATE AND TIMELY SOURCES OF LIQUIDITY, DEPENDENCE ON
EXISTING SOURCES OF FUNDING, ABILITY TO REPAY OR REFINANCE INDEBTEDNESS (AT
MATURITY OR UPON ACCELERATION), SIZE OF, NATURE OF AND YIELDS AVAILABLE WITH
RESPECT TO THE SECONDARY MARKET FOR MORTGAGE LOANS, ALLOWANCES FOR LOAN LOSSES,
5
GEOGRAPHIC CONCENTRATIONS OF ASSETS, CHANGES IN REAL ESTATE CONDITIONS
(INCLUDING VALUATION, REVENUES AND COMPETING PROPERTIES), ADEQUACY OF INSURANCE
COVERAGE IN THE EVENT OF A LOSS, YEAR 2000 COMPLIANCE, THE ABILITY OF OCN TO
CONSUMMATE THE PROPOSED MERGER WITH OCWEN ASSET INVESTMENT CORP. (NYSE: OAC),
SATISFACTION OR FULFILLMENT OF AGREED UPON TERMS AND CONDITIONS OF CLOSING OR
PERFORMANCE WITH RESPECT TO THE MERGER, INTEGRATION OF THE ACQUIRED BUSINESSES
AFTER THE MERGER, THE MARKET PRICES OF THE COMMON STOCK OF OCN AND OAC, OTHER
FACTORS GENERALLY UNDERSTOOD TO AFFECT THE REAL ESTATE ACQUISITION, MORTGAGE AND
LEASING MARKETS, AND OTHER RISKS DETAILED FROM TIME TO TIME IN OCN'S REPORTS AND
FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING ITS REGISTRATION
STATEMENTS ON FORMS S-4 AND S-3 AND PERIODIC REPORTS ON FORMS 8-K, 10-Q AND
10-K, INCLUDING EXHIBIT 99.1 ATTACHED TO OCN'S FORM 10-Q FOR THE QUARTER ENDED
JUNE 30, 1999.
6