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): July 27, 2004
OCWEN FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Florida 1-13219 65-0039856
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
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
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The news release of the Registrant dated July 27, 2004, announcing
the repurchase of 4,850,000 shares of common stock and exercise of
option to purchase additional notes is attached hereto and filed
herewith as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(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
July 27, 2004.
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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: July 27, 2004
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INDEX TO EXHIBIT
Exhibit No. Description Page
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99.1 News release of Ocwen Financial 5
Corporation, dated July 27, 2004,
announcing the repurchase of 4,850,000
shares of common stock and exercise of
option to purchase additional notes.
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Exhibit 99.1
[GRAPHIC OMITTED]
OCWEN
Ocwen Financial Corporation(R)
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FOR IMMEDIATE RELEASE FOR FURTHER INFORMATION CONTACT:
Robert J. Leist, Jr.
Vice President & Chief Accounting Officer
T: (561) 682-7958
E: rleist@ocwen.com
OCWEN FINANCIAL CORPORATION ANNOUNCES
REPURCHASE OF 4,850,000 SHARES OF COMMON STOCK AND
EXERCISE OF OPTION TO PURCHASE ADDITIONAL NOTES
West Palm Beach, FL - (July 27, 2004) Ocwen Financial Corporation (NYSE:OCN)
announced today that it had entered into privately negotiated transactions to
repurchase 4,850,000 shares of its common stock at a price of $9.02 per share.
The transactions were entered into concurrently with, and are contingent on the
closing of, the Company's previously announced private placement of $150 million
aggregate principal amount of 3.25% Contingent Convertible Senior Unsecured
Notes due 2024 (the "Notes").
The Company also announced that the initial purchaser in the previously
announced private placement of Notes has exercised its option to purchase an
additional $25 million aggregate principal amount of Notes.
Ocwen Financial Corporation (NYSE: OCN) is a diversified financial services
holding company with headquarters in West Palm Beach, Florida, and a presence in
Canada, China, Germany, India, Japan, and Taiwan. Ocwen Financial Corporation is
engaged in a variety of businesses related to residential and commercial
mortgage servicing, real estate asset management, asset recovery, global
outsourcing, and the marketing and sales of technology solutions to third
parties. Ocwen Financial Corporation is a global leader in customer service
excellence as a result of our company-wide commitment to quality, integrity and
accountability. Additional information about Ocwen Financial Corporation is
available at www.ocwen.com.
This news release contains 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, including, but not limited to,
statements regarding our intended closing of the common stock repurchase
transactions described above and the related offering of contingent convertible
senior unsecured notes. Important factors that could cause actual outcomes to
differ materially from those suggested by the forward-looking statements
include, but are not limited to, the following: failure to close the common
stock repurchase transactions and the related offering of contingent convertible
senior unsecured notes, as well as other factors detailed in OCN's reports and
filings with the Securities and Exchange Commission, including its periodic
report on Form 10-K for the year ended December 31, 2003. The forward-looking
statements speak only as of the date they are made and should not be relied
upon. OCN undertakes no obligation to update or revise the forward-looking
statements.
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