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MARK S. ZEIDMAN T: 561-682-8600
SENIOR VICE PRESIDENT F: 561-682-8177
CHIEF FINANCIAL OFFICER E: MZEIDMAN@OCWEN.COM
By U.S. Mail and Facsimile to (202) 942-9530
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December 14, 2004
Attn: Christian Windsor
Senior Attorney
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Ocwen Financial Corporation
Form S-3 filed on October 12th 2004
File Number 333-119698
Dear Mr. Windsor:
We have reviewed the comments set forth in your letter dated November 10, 2004
and have provided responses as requested. We will incorporate our responses into
a pre-effective amendment to our Form S-3 (333-119698), which we will submit
with adequate time for your review before submitting a request for acceleration
of effectiveness.
Selling Security Holders - page 83
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1. Please disclose that you will file a post effective amendment for
selling securityholders as they become known. We note that you have
not identified a selling securityholder for approximately 42.20% of
your registration statement. We would expect that a post effective
amendment will be filed for this portion of your offering in order for
those securityholders to sell using this registration statement.
Please clarify the disclosure in footnote 2 on page 85.
We will disclose that we will file a post-effective amendment to the
registration statement, if required by, and pursuant to, the registration rights
agreement, to name in the registration statement and the related prospectus any
Ocwen Financial Corporation
1675 Palm Beach Lakes Boulevard, #1000, West Palm Beach, FL 33401
Mail to: P.O. Box 24737, West Palm Beach, FL 33416-4737
selling security holder who has not been so named previously. Notwithstanding
the foregoing, we reserve the right to file a prospectus supplement pursuant to
Rule 424(b) to name as a selling security holder any holder who is a transferee,
pledgee or donee of, or a successor to, a selling security holder who was
previously named in the registration statement or the related prospectus.
Please see our response to Comment #2 below for our response to your comment
regarding footnote 2 on page 85.
2. Please revise your listing of "other" selling securityholders to
clearly disclose that this is limited to holders, transferees,
pledges, donees or successors from prior sales of the securities. It
should be clear that no other selling securityholder may sell off of
this registration statement.
We will revise the description of "other" selling security holders (including
the related footnote (2)) to clarify that only holders who are named in the
registration statement or the related prospectus as described above in our
response to Comment #1 shall be permitted to sell off the registration statement
or use the related prospectus.
* * * * *
If you have any further questions or comments, please contact either of the
undersigned at the numbers indicated below.
Very truly yours,
/s/ MARK S. ZEIDMAN
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Mark S. Zeidman
Senior Vice President &
Chief Financial Officer
(561) 682-8600