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): AUGUST 18, 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 5
EXHIBIT INDEX ON PAGE 4
ITEM 5. OTHER EVENTS
The news release of the Registrant and Ocwen Asset Investment Corp. dated August
18, 1999, announcing the setting of record and meeting dates for shareholders of
both companies to vote upon proposals relating to the proposed acquisition of
Ocwen Asset Investment Corp. by the Registrant and certain other information is
attached hereto and filed herewith as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(a) - (b) Not applicable.
(c) Exhibits
The following exhibits are filed as part of this report:
99.1 Text of a press release by the Registrant dated August
18, 1999.
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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
-----------------------------------------------------
Mark S. Zeidman
Senior Vice President and Chief Financial Officer
Date: August 19, 1999
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INDEX TO EXHIBIT
EXHIBIT NO. DESCRIPTION PAGE
99.1 News release of the Registrant and Ocwen Asset 5
Investment Corp. dated August 18, 1999, announcing
the setting of the record and meeting dates for
shareholders to vote upon proposals relating to the
proposed acquisition of Ocwen Asset Investment
Corp. by the Registrant and certain other
information
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Exhibit 99.1
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OCWEN FINANCIAL CORPORATION
OCWEN ASSET INVESTMENT CORP.
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FOR IMMEDIATE RELEASE FOR FURTHER INFORMATION, CONTACT:
A. RICHARD HURWITZ
VP, CORPORATE COMMUNICATIONS
T: (561) 682-8575
E: rhurwitz@ocwen.com
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OCWEN FINANCIAL CORPORATION AND OCWEN ASSET INVESTMENT CORP.
SET RECORD AND MEETING DATES FOR SHAREHOLDERS TO VOTE ON MERGER PROPOSALS
WEST PALM BEACH, FL - (August 18, 1999) Ocwen Financial Corporation (NYSE: OCN)
and Ocwen Asset Investment Corp. (NYSE: OAC), a publicly traded real estate
investment trust, today announced that each Company has set a record date of
August 26, 1999, for notice of and the right to vote at each Company's Special
Meeting of Shareholders. At these Special Meetings, the shareholders will
consider and vote upon proposals relating to the proposed acquisition of OAC by
Ocwen Financial. Each of the Special Meetings will be held on October 7, 1999.
The merger agreement provides for Ocwen Financial to acquire OAC for 0.71 shares
of Ocwen Financial common stock for each outstanding share of OAC common stock
(other than those OAC shares owned by Ocwen Financial or its subsidiaries). The
merger, which is structured to be taxable to the OAC shareholders, is expected
to close in the fourth quarter of 1999, and is subject to antitrust approvals
and the approval of the shareholders of each of Ocwen Financial and OAC.
Ocwen Financial Corporation is a $3.0 billion financial institution
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. Ocwen 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.
Ocwen Asset Investment Corp., a real estate investment trust, is also
headquartered in West Palm Beach, Florida and has invested in underperforming
commercial real estate, subordinate commercial mortgage-backed securities,
subordinate and residual residential mortgage-backed securities, and commercial
and residential mortgage loans. Additional information about Ocwen Asset
Investment Corp. is available at WWW.OCWEN.COM -- OAC.
CERTAIN STATEMENTS CONTAINED HEREIN ARE NOT BASED ON HISTORICAL FACTS AND ARE
"FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE FEDERAL SECURITIES LAWS.
THESE FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY REFERENCE TO A FUTURE
PERIOD(S) OR BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS "EXPECT," "WILL"
OR FUTURE OR CONDITIONAL VERB TENSES. 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, BUT NOT LIMITED TO, THE ABILITY
OF OCWEN FINANCIAL AND OAC TO CONSUMMATE THE MERGER, SATISFACTION OR FULFILLMENT
OF AGREED UPON TERMS AND CONDITIONS OF CLOSING OR PERFORMANCE, INTEGRATION OF
ACQUIRED BUSINESSES, ABILITY TO REPAY OR REFINANCE INDEBTEDNESS (AT MATURITY OR
UPON ACCELERATION) AND THE MARKET PRICES OF THE COMMON STOCK OF OCWEN FINANCIAL
AND OAC. FOR ADDITIONAL FACTORS THAT MAY IMPACT FORWARD-LOOKING STATEMENTS IN
THIS DOCUMENT OR OTHER FORWARD-LOOKING STATEMENTS MADE BY OCWEN FINANCIAL OR OAC
FROM TIME TO TIME, PLEASE REFER TO EXHIBIT 99.1 TO OCWEN FINANCIAL'S MOST RECENT
QUARTERLY REPORT ON FORM 10-Q AND EXHIBIT 99.2 TO OAC'S MOST RECENT ANNUAL
REPORT ON FORM 10-K, EACH AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
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