SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-12
OCWEN FINANCIAL CORPORATION
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee Required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
1) Title of each class of securities to which transaction applies: N/A
2) Aggregate number of securities to which the transaction applies: N/A
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined.): N/A
4) Proposed maximum aggregate value of transaction: N/A
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: N/A
2) Form, Schedule or Registration Statement No.: N/A
3) Filing Party: N/A
4) Date Filed: N/A
[GRAPHIC OMITTED]
OCWEN
March 31, 2006
Dear Fellow Shareholder:
On behalf of the Board of Directors, I cordially invite you to attend the Annual
Meeting of Shareholders of Ocwen Financial Corporation which will be held at the
offices of the Company located at 1661 Worthington Road, Suite 100, West Palm
Beach, Florida 33409, on Thursday, May 4, 2006, at 9:00 a.m., Eastern Standard
Time. The matters to be considered by shareholders at the Annual Meeting are
described in detail in the accompanying materials.
It is very important that you be represented at the Annual Meeting regardless of
the number of shares you own or whether you are able to attend the Annual
Meeting in person. Let me urge you to mark, sign and date your proxy card today
and return it in the envelope provided, even if you plan to attend the Annual
Meeting. This will not prevent you from voting in person but will ensure that
your vote is counted if you are unable to attend.
Your continued support of and interest in Ocwen Financial Corporation are
sincerely appreciated.
Sincerely,
/s/ WILLIAM C. ERBEY
- ------------------------------------
William C. Erbey
Chairman and Chief Executive Officer
2
OCWEN FINANCIAL CORPORATION
1661 Worthington Road, Suite 100
West Palm Beach, Florida 33409
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held On May 4, 2006
NOTICE IS HEREBY GIVEN, that the Annual Meeting of Shareholders of Ocwen
Financial Corporation (the "Company") will be held at the offices of the Company
located at 1661 Worthington Road, Suite 100, West Palm Beach, Florida 33409 on
Thursday, May 4, 2006, at 9:00 a.m., Eastern Standard Time for the following
purposes:
1. To elect eight Directors for a one-year term and until their successors are
elected and qualified;
2. To consider and vote on proposals to adopt and approve amendments to our
Amended and Restated Articles of Incorporation to effect a one-for-ten
(1-for-10) reverse stock split followed immediately by a ten-for-one
(10-for-1) forward stock split of the issued and outstanding shares of our
common stock;
3. To ratify the appointment by the Audit Committee of the Board of Directors
of PricewaterhouseCoopers LLP as the independent registered certified
public accounting firm of the Company for the fiscal year ending December
31, 2006; and
4. To transact such other business as may properly come before the meeting and
any adjournment thereof. Management is not aware of any such other business
at this time.
The Board of Directors has fixed February 24, 2006, as the record date for the
determination of shareholders entitled to notice of and to vote at the Annual
Meeting and any adjournment thereof. Only shareholders of record at the close of
business on that date will be entitled to vote at the Annual Meeting or any
adjournment thereof.
By Order of the Board of Directors,
/s/ KEVIN J. WILCOX
- ------------------------
Kevin J. Wilcox
Secretary
March 31, 2006
West Palm Beach, Florida
3
OCWEN FINANCIAL CORPORATION
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement is being furnished to the holders of the Common Stock, par
value $.01 per share, of Ocwen Financial Corporation, a Florida corporation.
Proxies are being solicited on behalf of the Board of Directors of Ocwen to be
used at the Annual Meeting of Shareholders to be held at the offices of Ocwen
located at 1661 Worthington Road, Suite 100, West Palm Beach, Florida 33409, on
Thursday, May 4, 2006, at 9:00 a.m., Eastern Standard Time and at any
adjournment thereof, for the purposes set forth in the Notice of Annual Meeting
of Shareholders.
This Proxy Statement and the accompanying proxy card (the "Proxy") are first
being mailed to the shareholders of Ocwen on or about March 31, 2006.
The Proxy solicited hereby, if properly signed and returned to Ocwen and not
revoked prior to its use, will be voted in accordance with the instructions
contained therein. If no contrary instructions are given, each Proxy received
will be voted:
(i) for each of the nominees for Director described herein;
(ii) for the adoption and approval of amendments to our Amended and
Restated Articles of Incorporation ("Articles of Incorporation") to
provide for a one-for-ten (1-for-10) reverse stock split immediately
followed by a ten-for-one (10-for-1) forward stock split of the
issued and outstanding shares of our common stock;
(iii) for ratification of the appointment of PricewaterhouseCoopers LLP as
our independent registered certified public accounting firm for
2006; and
(iv) upon the transaction of such other business as may properly come
before the meeting in accordance with the best judgment of the
persons appointed as proxies.
Proxies solicited hereby may be exercised only at the Annual Meeting and any
adjournment thereof and will not be used for any other meeting. Any shareholder
giving a Proxy has the power to revoke it at any time before it is exercised by:
(i) filing written notice thereof with our Secretary at the following
address:
Kevin J. Wilcox, Secretary
Ocwen Financial Corporation
1661 Worthington Road, Suite 100
West Palm Beach, Florida 33409
(ii) submitting a properly executed Proxy bearing a later date; or
(iii) appearing at the Annual Meeting and giving the Secretary notice of
his or her intention to vote in person.
4
VOTING
Only holders of record of Common Stock at the close of business on February 24,
2006, will be entitled to vote at the Annual Meeting or any adjournment thereof.
On February 24, 2006, there were 63,299,265 shares of Common Stock issued and
outstanding, and we had no other class of equity securities outstanding. Each
share of Common Stock is entitled to one vote at the Annual Meeting on all
matters properly presented.
The presence at the Annual Meeting of a majority of the votes entitled to be
cast, represented in person or by proxy, will constitute a quorum for the
transaction of business at the Annual Meeting. Assuming the presence of a
quorum, the eight persons receiving the greatest number of votes of the Common
Stock cast at the Annual Meeting by the holders of stock entitled to vote shall
be elected as Directors of Ocwen. With regard to the election of Directors,
shareholders may vote in favor of or withhold authority to vote for one or more
nominees for Director. Votes that are withheld and broker non-votes in
connection with the election of one or more nominees for Director will not be
counted as votes cast for such individuals and accordingly will have no effect.
Abstentions may be specified on all other proposals.
Assuming the presence of a quorum, the proposal to ratify the appointment of
PricewaterhouseCoopers LLP as Ocwen's independent registered certified public
accounting firm for 2006, to adopt and approve amendments to our Articles of
Incorporation, which provide for a one-for-ten (1-for-10) reverse stock split of
the issued and outstanding shares of our common stock and a ten-for-1 (10-for-1)
forward stock split of the issued and outstanding shares of our common stock
immediately after the reverse stock split, and any other matter properly
submitted to shareholders for their consideration at the Annual Meeting (other
than the election of Directors) shall be approved if the votes cast by the
holders of the shares represented at the Annual Meeting and entitled to vote on
the subject matter favoring the action exceed the votes cast opposing the
action. Abstentions and broker non-votes will not be counted in determining the
votes cast in connection with the proposal to ratify the appointment of Ocwen's
independent registered certified public accounting firm or the proposal to adopt
and approve amendments to our Articles of Incorporation and thus will have no
effect on such proposals.
5
COMPARISON OF CUMULATIVE TOTAL RETURN
The following graph compares the cumulative total return on the Common Stock of
Ocwen since December 31, 2000, with the cumulative total return on the stocks
included in the Standard & Poor's 500 Market Index and the Standard & Poor's
Financial (Diversified) 500 Market Index.
Total Return Performance
[GRAPHIC OMITTED]
Period Ending
------------------------------------------------------------
Index 12/31/00 12/31/01 12/31/02 12/31/03 12/31/04 12/31/05
- -----------------------------------------------------------------------------------------
Ocwen Financial Corporation 100.00 132.92 43.89 138.87 149.84 136.36
S&P 500 100.00 86.96 66.64 84.16 91.79 94.55
S&P Diversified Financials 100.00 85.67 65.92 92.16 97.59 104.64
The above graph represents $100 invested in Common Stock on December 31, 2000,
at the closing price of $6.38 per share on that date and in each index on such
date. The Common Stock has been listed on the New York Stock Exchange since
August 1, 1997.
6
ELECTION OF DIRECTORS
(Proposal One)
Ocwen's Bylaws provide that the Board of Directors of Ocwen shall be comprised
of between three and eight members, with the exact number to be fixed by the
Board of Directors. Pursuant to the Bylaws of Ocwen, on July 26, 2005, the Board
of Directors fixed the number of directors at eight. Directors are elected
annually and hold office until the earlier of the election and qualification of
their successors or their resignation and removal.
Accordingly, Ocwen will propose eight directors for election at the Annual
Meeting. All eight of the persons standing for election at the Annual Meeting
are currently Directors of Ocwen. There are no arrangements or understandings
between any nominee for director and any other person pursuant to which such
person was selected as a nominee. No Director is related to any other Director
or Executive Officer of Ocwen by blood, marriage or adoption.
If any person named as nominee should be unable or unwilling to stand for
election at the time of the Annual Meeting, the person or persons appointed as
proxies will nominate and vote for a replacement nominee or nominees recommended
by the Board of Directors. At this time, the Board of Directors knows of no
reason why any of the nominees listed below would not be able to serve as
director if elected.
Nominees for Director
The following table sets forth certain information concerning the Directors of
Ocwen:
Nomination/
Director Executive Audit Compensation Governance
Name Age (1) Since Committee Committee Committee Committee
- -------------------------------------------------------------------------------------------------------------
William C. Erbey 56 1988 X (2)
Ronald M. Faris 43 2003 X
Martha C. Goss 56 2005 X
Ronald J. Korn 65 2003 X (2) X
William H. Lacy 61 2002 X X
W. Michael Linn 57 2002
W.C. Martin 57 1996 X (2) X
Barry N. Wish 64 1988 X X X (2)
(1) As of March 31, 2006
(2) Committee Chairman
The principal occupation for the last five years and additional biographical
information of each Director of Ocwen is set forth below.
William C. Erbey. Mr. Erbey has served as Chairman of the Board of Directors of
Ocwen since September 1996, Chief Executive Officer of Ocwen since January 1988
and President of Ocwen from January 1988 to May 1998. Mr. Erbey also serves as a
director and officer of many subsidiaries of Ocwen. From 1983 to 1995, Mr. Erbey
served as a Managing General Partner of The Oxford Financial Group, a private
investment partnership that was the predecessor of Ocwen. From 1975 to 1983, Mr.
Erbey served at General Electric Capital Corporation in various capacities, most
recently as the President and Chief Operating Officer of General Electric
Mortgage Insurance Corporation. Mr. Erbey also served as the Program General
Manager of GECC's Commercial Financial Services Department and as the President
of Acquisition Funding Corporation. He holds a Bachelor of Arts in Economics
from Allegheny College and received a Master of Business Administration from
Harvard University.
Ronald M. Faris. Mr. Faris has served as a Director of Ocwen since May 2003 and
as the President of Ocwen since March 2001. Mr. Faris served as Executive Vice
President of Ocwen from May 1998 to March 2001, and Vice President and Chief
Accounting Officer of Ocwen from June 1995 to May 1997. From March 1991 to July
1994, he served as Controller for a subsidiary of Ocwen. From 1986 to 1991, Mr.
7
Faris was a Vice President with Kidder, Peabody & Co., Inc. and from 1984 to
1986 worked in the General Audit Department of PricewaterhouseCoopers LLP. He
holds a Bachelor of Science from The Pennsylvania State University.
Martha Clark Goss. Ms. Goss has served as a Director of Ocwen since July, 2005.
Ms. Goss has served as Chief Operating and Financial Officer of Amwell Holdings,
LLC and Hopewell Holdings LLC since 2003. She previously served as Chief
Financial Officer for The Capital Markets Company, a provider of e-based
solutions to the global financial services and capital markets industry, and
Booz Allen & Hamilton Inc., a management consulting firm. Ms. Goss also held
various senior executive positions with Prudential Insurance Company of America
and Chase Manhattan Bank, N.A. Ms. Goss has served on the boards of Claire's
Stores, Inc., American Water, Foster Wheeler Ltd., Dexter Corporation, IBJ
Whitehall Business Credit Corporation, Bank Leumi, USA, Allianz Life Insurance
Company of New York, the Metropolitan Regional Advisory Board of Chase Manhattan
Bank and the boards of various subsidiaries of The Prudential Insurance Company
of America. Ms. Goss graduated with an MBA from Harvard Graduate School of
Business and has a Bachelor of Arts from Brown University.
Ronald J. Korn. Mr. Korn has served as a Director of Ocwen since May 2003. Mr.
Korn is currently the President of Ronald Korn Consulting, which provides
business and marketing services to a limited number of clients. Mr. Korn has
been Director and Chairman of the Audit Committee of PetMed Express, Inc. since
2002. He has also served as a Director and Chairman of the Audit Committee of
Comscore Networks, Inc., since October, 2005. He was a partner and employee of
KPMG, LLP, from 1961 to 1991, where his client responsibilities included a
number of large financial institutions and various public corporations.
Previously, he has also served as a Director and Audit Committee Chairman for
various public companies. Mr. Korn graduated from the University of
Pennsylvania, Wharton School in 1961 and New York University Law School in 1965.
He is admitted as a Certified Public Accountant in New York, Michigan and
Florida, with licenses currently inactive. He was also admitted to the New York
Bar in 1966, but has never practiced law.
William H. Lacy. Mr. Lacy has served as a Director of Ocwen since May 2002. Mr.
Lacy was formerly Chairman of Mortgage Guaranty Insurance Corporation and
Chairman and Chief Executive Officer of MGIC Investment Corporation, Milwaukee,
Wisconsin. Both corporations are providers of private mortgage guaranty
insurance and other mortgage-related services. Mr. Lacy is also a Director of
ACA Capital Holdings, Inc. and of Johnson Controls, Inc. Mr. Lacy is Chairman of
Johnson Controls' Pension and Investment Committee and serves on Johnson
Controls' Compensation Committee. He is also a member of ACA Capital's Risk
Management Committee. Mr. Lacy is a graduate of the University of Wisconsin with
a Bachelor of Arts from the School of Business.
W. Michael Linn. Mr. Linn has served as a Director of Ocwen since August 2002
and became employed by the Company as Executive Vice President of Sales and
Marketing on February 17, 2004. He currently heads the Business Process
Outsourcing Business Segment. Prior to joining Ocwen, Mr. Linn was the Chairman
and Chief Executive Officer of Max Q Technologies, Inc., Findlay, Ohio. Prior to
joining Max Q Technologies, he served as the Executive Vice President of Sales &
Marketing of Solomon Software, Inc., a corporation now owned by Microsoft
Corporation. Mr. Linn serves or has served on the Board of Directors of National
Lime & Stone, Efficiency Software LLC, Transport Topics Publications, TLB, Inc.,
Solomon Software, Inc., Floral Design Inc. and the Health Watch Advisory Board.
He graduated from Harvard College in 1970 with a Bachelor of Arts and earned a
Masters of Business Administration from Harvard Business School in 1973.
W.C. Martin. Mr. Martin has served as a Director of Ocwen since July 1996. Since
1982, Mr. Martin has been associated with Holding Capital Group and has been
engaged in the acquisition and turnaround of businesses in a broad variety of
industries. Since March 1993, Mr. Martin also has served as President and Chief
Executive Officer of SV Microwave, a company he formed along with other HCG
investors to acquire the assets of the former Microwave Division of Solitron
Devices, Inc. In 1998, Mr. Martin became CEO of HCG Technologies, Inc., a
holding company formed by him and HCG to acquire, fund or start technology
companies. In 1999, he became CEO of SV Microwave Components Group, Inc., a
newly formed subsidiary of HCGT engaged in the design, production and sale of
passive microwave devices. On May 31, 2005, HCG Technologies, Inc. and its
subsidiaries were sold to Amphenol Corp., and Mr. Martin continues as General
Manager of the businesses. Prior to 1982, Mr. Martin was a Manager in Touche
Ross & Company's Management Consulting Division, and prior to that he held
positions in financial management with Chrysler Corporation. Mr. Martin holds a
Bachelor of Science in Industrial Management from LaSalle University and
received a Masters of Business Administration from the University of Notre Dame.
8
Barry N. Wish. Mr. Wish has served as Chairman Emeritus of the Board of
Directors of Ocwen since September 1996, and he previously served as Chairman of
the Board of Ocwen from January 1988 to September 1996. From 1983 to 1995, he
served as a Managing General Partner of The Oxford Financial Group, which he
founded. From 1979 to 1983, he was a Managing General Partner of Walsh,
Greenwood, Wish & Co., a member firm of the New York Stock Exchange. Prior to
founding that firm, Mr. Wish was a Vice President and shareholder of Kidder,
Peabody & Co., Inc. He is a graduate of Bowdoin College.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT SHAREHOLDERS VOTE "FOR" EACH OF THE NOMINEES FOR DIRECTOR.
9
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Meetings of the Board of Directors
The Board of Directors of Ocwen held four meetings during 2005. No Director of
Ocwen attended fewer than 75% of the aggregate of the number of meetings of the
Board of Directors held during 2005 and the number of meetings held by all
committees thereof on which he or she served during the period. Although Ocwen
does not have a formal policy regarding Director attendance at the Annual
Meeting, Directors are encouraged to attend. Seven members of the Board of
Directors attended the 2005 Annual Meeting, as Martha C. Goss had not yet been
appointed to serve on the Board of Directors.
Independence of Directors
Ocwen's Corporate Governance Guidelines provide that the Board of Directors must
be comprised of a majority of Directors who qualify as independent Directors
under the listing standards of the New York Stock Exchange and applicable law.
The Board reviews annually the relationships that each Director has with the
Company (either directly or as a partner, shareholder or officer of an
organization that has a relationship with the Company). Following such review,
only those Directors who the Board affirmatively determines, through categorical
questionnaire responses that follow the independence standards as set forth by
the New York Stock Exchange, have no material relationship with the Company are
considered independent Directors, subject to additional qualifications
prescribed under the listing standards of the New York Stock Exchange or
applicable law. Our current Board of Directors has determined that Ms. Goss and
Messrs. Korn, Lacy, Martin and Wish are independent in accordance with
applicable laws and the New York Stock Exchange listing standards.
Committees of the Board of Directors
The Board of Directors of Ocwen has established an Executive Committee, an Audit
Committee, a Compensation Committee, and a Nomination/Governance Committee. A
brief description of these Committees is set forth below.
Executive Committee. The Executive Committee is generally responsible to act on
behalf of the Board of Directors during the intervals between meetings of the
Board of Directors. This Committee did not meet during 2005.
Audit Committee. The Audit Committee of the Board of Directors oversees the
relationship with Ocwen's independent registered certified public accounting
firm, reviews and advises the Board of Directors with respect to reports by
Ocwen's independent registered certified public accounting firm and monitors
Ocwen's compliance with laws and regulations applicable to Ocwen's operations
including the evaluation of significant matters relating to the financial
reporting process and system of internal accounting controls of Ocwen and the
review of the scope and results of the annual audit conducted by the independent
registered certified public accounting firm. Each member of the Audit Committee
is independent as defined in regulations adopted by the Securities and Exchange
Commission and the listing standards of the New York Stock Exchange. The Board
of Directors has determined that all members of the Audit Committee are
financially literate. Further, the Board of Directors has determined that Ronald
J. Korn possesses accounting or related financial management expertise within
the meaning of the listing standards of the New York Stock Exchange and
qualifies as an audit committee financial expert, as that term is defined in
Securities and Exchange Commission rules implementing requirements of the
Sarbanes-Oxley Act of 2002. The Audit Committee operates under a written
charter, a copy of which is available on Ocwen's website at www.ocwen.com. This
Committee met 15 times during 2005.
Compensation Committee. The Compensation Committee of the Board of Directors
oversees Ocwen's compensation and employee benefit plans and practices. The
Compensation Committee also evaluates and makes recommendations to the Board of
Directors for human resource and compensation matters relating to the Executive
Officers of Ocwen. Each member of the Compensation Committee is independent as
defined in the listing standards of the New York Stock Exchange. The
Compensation Committee operates under a written charter approved by the whole
Board of Directors, a copy of which is available on Ocwen's web site at
www.ocwen.com. This Committee met three times during 2005.
10
Nomination/Governance Committee. The Nomination/Governance Committee of the
Board of Directors recommends to the Board individuals qualified to serve as
Directors of Ocwen and on committees of the Board; advises the Board with
respect to Board composition, procedures and committees; develops and presents
to the Board a set of corporate governance principles; and oversees the
evaluation of the Board and Ocwen's management. Each member of the
Nomination/Governance Committee is independent as defined in the listing
standards of the New York Stock Exchange. The Nomination/Governance Committee
operates under a written charter, a copy of which is available on Ocwen's web
site at www.ocwen.com. This Committee met two times during 2005.
It is the policy of the Nomination/Governance Committee to consider candidates
for Director recommended by shareholders. In evaluating nominees for Director,
the Nomination/Governance Committee takes into account the applicable
requirements for Directors under the Securities Exchange Act of 1934, as
amended, and the listing standards of the New York Stock Exchange. In addition,
the Nomination/Governance Committee takes into account the needs of the Company,
as well as such factors as knowledge, experience, skills, expertise and
diversity. Should a shareholder recommend a candidate for Director, the
Nomination/Governance Committee would evaluate such candidate in the same way as
it evaluates any other nominee.
Shareholders wishing to recommend persons for consideration by the
Nomination/Governance Committee as nominees for election to the Board of
Directors can do so by writing to the Secretary of Ocwen Financial Corporation,
1661 Worthington Road, Suite 100, West Palm Beach, Florida 33409, giving each
proposed nominee's name, biographical data and qualifications. The
recommendation should also include a written statement from the proposed nominee
consenting to be named as a nominee and, if nominated and elected, to serve as a
Director. For consideration, Ocwen must receive such recommendations by November
1, 2006.
Corporate Governance Guidelines
The Corporate Governance Guidelines adopted by the Board of Directors provide
guidelines for Ocwen and the Board of Directors to ensure effective corporate
governance. The Corporate Governance Guidelines cover topics including, but not
limited to, Director qualification standards, Board and committee composition,
Director responsibilities, Director access to management and independent
advisors, Director compensation, Director orientation and continuing education,
management succession and annual performance evaluation of the Board.
The Nomination/Governance Committee will review Ocwen's Governance Guidelines at
least once a year and, if necessary, recommend changes to the Board. The
Governance Guidelines are available on our web site at www.ocwen.com and are
available to any shareholder who requests them by writing to the Secretary of
Ocwen at 1661 Worthington Road, Suite 100, West Palm Beach, Florida 33409.
Executive Sessions of Non-Management Directors
Non-management Directors met in executive session without management four times
in 2005. A non-management Director presides on a rotational basis as determined
by the Board at each executive session.
Communications with Directors
Any shareholder or other interested party who desires to contact the Board of
Directors or any individual Director regarding Ocwen may do so by mail addressed
to the Secretary of Ocwen at 1661 Worthington Road, Suite 100, West Palm Beach,
Florida 33409. Communications received in writing are distributed to the Board
or to individual Directors as appropriate depending on the facts and
circumstances outlined in the communication received.
11
Code of Ethics
Ocwen has adopted a Code of Ethics that applies to Directors, Officers and
employees of the Company, as required by the New York Stock Exchange rules. Any
waivers from the Code of Ethics must be approved by the Board of Directors or a
Board committee and must be promptly disclosed to shareholders. This Code of
Ethics is available on www.ocwen.com and is available to any shareholder who
requests a copy of the Code of Ethics by writing to the Secretary of Ocwen at
1661 Worthington Road, Suite 100, West Palm Beach, Florida 33409.
BOARD OF DIRECTORS COMPENSATION
The non-management Directors of Ocwen are currently compensated by delivering to
each a total annual value of $55,000, which is payable $20,000 in shares of
Common Stock pursuant to a Directors' Stock Plan adopted by the Board of
Directors and shareholders of Ocwen in July 1996 and $35,000 cash (which may be
prorated for a Director serving less than a full one-year term, as in the case
of a Director joining the Board of Directors after an Annual Meeting of
Shareholders), subject to review and adjustment by the Board of Directors from
time to time. Effective July 1, 2005, management Directors of Ocwen no longer
receive an annual retainer for their service on the Board of Directors.
Directors serving as committee chairpersons, with the exception of the Audit
Committee chairperson, receive an additional $5,000 in cash compensation, while
the Audit Committee chairperson receives an additional $10,000 in cash
compensation. Audit Committee members receive an additional $2,500 in cash
compensation. Cash payments are made to the Directors on a quarterly basis and
equity compensation is paid after the annual organizational meeting of the Board
of Directors, which follows the Annual Meeting of Shareholders of Ocwen. In
March of 2005, the Board of Directors adopted a Deferred Compensation Plan for
Directors, pursuant to which Directors are permitted to defer the receipt of
compensation granted under the Directors' Stock Plan. During 2005, 2,683 shares
of Common Stock were granted to each of two non-management Directors of Ocwen.
The remaining three non-management Directors of Ocwen elected to defer their
equity compensation.
The number of shares issued pursuant to the Directors' Stock Plan is based on
the "fair market value" of the Common Stock on the date of grant. The term "fair
market value" is defined in the Directors' Stock Plan to mean the average of the
high and low prices of the Common Stock as reported on the New York Stock
Exchange on the relevant date. Shares issued pursuant to the Directors' Stock
Plan are subject to forfeiture during the 12 full calendar months following
election or appointment to the Board of Directors or a committee thereof, if the
Director does not attend an aggregate of at least 75% of all meetings of the
Board of Directors and Committees thereof of which the Director is a member
during such period.
12
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
The following table sets forth certain information with respect to each person
who currently serves as an Executive Officer of Ocwen but does not serve on
Ocwen's Board of Directors. Executive Officers of Ocwen are elected annually by
the Board of Directors and generally serve at the discretion of the Board. There
are no arrangements or understandings between Ocwen and any person pursuant to
which such person was elected as an Executive Officer of Ocwen. No Director or
Executive Officer is related to any other Director or Executive Officer of Ocwen
or any of its subsidiaries by blood, marriage or adoption.
Name Age (1) Position
- --------------------------------------------------------------------------------
Robert J. Leist, Jr. 56 Senior Vice President and Principal Financial
Officer
William B. Shepro 37 President of Global Servicing Solutions LLC and
Senior Vice President
(1) As of March 31, 2006.
The background for the last five years of each Executive Officer of Ocwen who is
not a Director, as well as certain other information, is set forth below.
Robert J. Leist, Jr. Mr. Leist has served as Senior Vice President and Principal
Financial Officer of the company since May 17, 2005, Acting Chief Financial
Officer from March 2, 2005 to May 17, 2005 and Vice President and Chief
Accounting Officer of the Company since his employment in March 1999. From March
1987 until March 1999, he was employed at J.P. Morgan & Co., Incorporated, most
recently as a Vice President. Prior to 1987, he held positions with Brylane,
Inc. and Arthur Andersen & Co. Mr. Leist holds a Bachelor of Arts from Boston
College, attended New York University for a Master of Business Administration,
and is a Certified Public Accountant.
William B. Shepro. Mr. Shepro is the President of Global Servicing Solutions,
LLC, a joint venture between Ocwen Financial Corporation and Merrill Lynch. In
addition to Mr. Shepro's role at GSS, he is Senior Vice President of Ocwen's
Commercial Servicing and Ocwen Recovery Group segments. He is also responsible
for managing Ocwen's German bank subsidiary, Bankhaus Oswald Kruber KG, which
was acquired by Ocwen in September, 2004. Prior to joining the Commercial
Servicing segment in August 1998, Mr. Shepro was Counsel in the Ocwen Law
Department. Before joining Ocwen in August 1997, Mr. Shepro was an Attorney with
Willinger, Shepro, Tower and Bucci, P.C. He holds a Bachelor of Science in
Business from Skidmore College and a Juris Doctorate from the Florida State
University College of Law.
13
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND RELATED STOCKHOLDER MATTERS
Beneficial Ownership of Common Stock
The following table sets forth certain information regarding the beneficial
ownership of the Common Stock as of the date indicated by:
(i) each Director and named Executive Officer of Ocwen,
(ii) all Directors and Executive Officers of Ocwen as a group and
(iii) all persons known by Ocwen to own beneficially 5% or more of the
outstanding Common Stock or have a Schedule 13G on file with the
Securities and Exchange Commission.
The table is based upon information supplied to Ocwen by Directors, Officers and
principal shareholders and filings under the Securities Exchange Act of 1934, as
amended.
Shares Beneficially Owned
as of
March 31, 2006 (1)
Name of Beneficial Owner: Amount Percent
- -------------------------------------------------
Altus Capital, LLC (2) 4,862,254 7.70%
6120 Parkland Blvd, Suite 303
Mayfield Heights, Ohio 44124
Dimensional Fund Advisors Inc. (3) 4,199,650 6.65%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Perry Corp. (4) 3,639,200 5.76%
767 Fifth Avenue
New York, New York 10153
Directors and Named Executive Officers:
- -------------------------------------------------
William C. Erbey (5) 19,648,223 30.55%
Ronald M. Faris (6) 814,208 1.27%
Martha C. Goss 2,683 *
Ronald J. Korn 5,113 *
William H. Lacy 12,579 *
W. Michael Linn (7) 185,547 *
W. C. Martin (8) 20,603 *
Barry N. Wish (9) 8,188,819 12.93%
Robert J. Leist, Jr. (10) 41,640 *
William B. Shepro (11) 208,997 *
All Directors and Executive Officers as a Group 29,128,412 44.59%
(10 persons)
* Less than 1%
(1) For purposes of this table, an individual is considered the beneficial
owner of shares of Common Stock if he or she directly or indirectly has or
shares voting power or investment power, as defined in the rules
promulgated under the Securities Exchange Act of 1934, as amended. Unless
otherwise indicated, an individual has sole voting power and sole
investment power with respect to the indicated shares.
(2) Based on information contained in a Schedule 13G/A filed with the
Commission on February 6, 2006, by Altus Capital, LLC. Includes 1,243,054
shares as to which sole voting power and sole dispositive power is
claimed. Includes 3,619,200 shares as to which shared voting power and
shared dispositive power is claimed.
14
(3) Based on information contained in a Schedule 13G/A filed with the
Commission on February 6, 2006, by Dimensional Fund Advisors Inc., an
investment advisor registered under Section 203 of the Investment Advisors
Act of 1940. Includes 4,199,650 shares as to which sole voting power and
sole dispositive power is claimed.
(4) Based on information contained in a Schedule 13G/A filed with the
Commission on February 13, 2006, by Perry Corp., an investment advisor
registered under Section 203 of the Investment Advisors Act of 1940.
Includes 3,639,200 shares as to which sole voting power and sole
dispositive power is claimed.
(5) Includes 13,266,101 shares held by FF Plaza Partners, a Delaware
partnership of which the partners are William C. Erbey, his spouse, E.
Elaine Erbey, and Delaware Permanent Corporation, a corporation
wholly-owned by William C. Erbey. Mr. and Mrs. William C. Erbey share
voting and dispositive power with respect to the shares owned by FF Plaza
Partners. Also includes 5,409,704 shares held by Erbey Holding
Corporation, a corporation wholly-owned by William C. Erbey, and 20,917
shares that have been granted pursuant to the 1998 Annual Incentive Plan,
as amended, but are not yet issued. Prior to issuance, a portion of this
grant may be forfeited to cover tax withholdings. Also includes options to
acquire 994,107 shares, which are exercisable at or within 60 days after
March 31, 2006.
(6) Includes 16,260 shares held jointly with spouse and 18,130 shares that
have been granted pursuant to the 1998 Annual Incentive Plan, as amended,
but are not yet issued. Prior to issuance, a portion of this grant may be
forfeited to cover tax withholdings. Also includes options to acquire
705,196 shares, which are exercisable at or within 60 days after March 31,
2006.
(7) Includes 6,000 shares held by William M. Linn, II Et Al Trust, of which
Mr. Linn is the custodian for his minor children, 18,000 shares held by
Brown's Valley Development, a company owned by Mr. Linn, and 3,517 shares
that have been granted pursuant to the 1998 Annual Incentive Plan, as
amended, but are not yet issued. Prior to issuance, a portion of this
grant may be forfeited to cover tax withholdings. Also includes options to
acquire 98,671 shares, which are exercisable at or within 60 days after
March 31, 2006.
(8) Includes 5,110 shares held by Martin & Associates Defined Contribution
Pension Plan & Trust.
(9) Includes 7,515,384 shares held by Wishco, Inc., a corporation controlled
by Barry N. Wish pursuant to his ownership of 93% of the Common Stock
thereof; 351,940 shares held by B.N.W. Partners, a Delaware partnership of
which the partners are Mr. Wish and B.N.W., Inc., a corporation
wholly-owned by Mr. Wish; and 45,000 shares held by the Barry Wish Family
Foundation, Inc., a charitable foundation of which Mr. Wish is a director.
(10) Includes 3,700 shares that have been granted pursuant to the 1998 Annual
Incentive Plan, as amended, but are not yet issued. Prior to issuance, a
portion of this grant may be forfeited to cover tax withholdings. Also
includes options to acquire 29,978 shares, which are exercisable at or
within 60 days after March 31, 2006.
(11) Includes 11,892 shares that have been granted pursuant to the 1998 Annual
Incentive Plan, as amended, but are not yet issued. Prior to issuance, a
portion of this grant may be forfeited to cover tax withholdings. Also
includes options to acquire 174,016 shares, which are exercisable at or
within 60 days after March 31, 2006.
15
Equity Compensation Plan Information
The following table sets forth information as of the end of the most recently
completed fiscal year with respect to compensation plans under which our equity
securities are authorized for issuance. The information is split between all
compensation plans previously approved by security holders and all compensation
plans not previously approved by security holders.
Number of securities to Weighted average
be issued upon exercise exercise price of Number of securities
of outstanding options, outstanding options, remaining available for
Plan Category warrants and rights warrants and rights future issuance
- -------------------------------------------------------------------------------------------------------------------
Equity compensation plans 4,227,895 $8.24 5,248,682
approved by security holders
Equity compensation plans not 0 0 0
approved by security holders
Total 4,227,895 $8.24 5,248,682
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires Ocwen's Executive Officers, Directors
and persons who own more than 10% of the Common Stock to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, Directors and greater than 10% shareholders are required by Securities
and Exchange Commission regulations to furnish Ocwen with copies of all Section
16(a) forms they file.
To Ocwen's knowledge, based solely upon review of the copies of such reports
furnished to Ocwen and written representations that no other reports were
required, all Section 16(a) filing requirements applicable to its Officers,
Directors and greater than 10% shareholders were complied with during 2005.
16
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table discloses compensation received by Ocwen's Chief Executive
Officer and the four other most highly paid Directors and Executive Officers of
Ocwen for the years indicated.
Annual Compensation Long-Term Compensation Awards
---------------------------- -------------------------------------------
Securities
Restricted Underlying All Other
Stock Awards Options Compensation
Name and Position Year Salary (1) Bonus (2) ($) (3) (#)(4)(5) (6)
- ----------------------------------------------------------------------------------------------------------------------------
William C. Erbey 2005 $ 360,000 $ 364,382 $ 182,191 69,805 $ 4,000
Chairman of the Board and 2004 $ 373,846 $ 270,000 $ 135,000 47,872 $ 4,000
Chief Executive Officer 2003 $ 360,000 $ 337,500 $ 168,750 63,679 $ 4,000
Ronald M. Faris 2005 $ 355,818 $ 315,832 $ 157,916 60,504 $ 4,000
President 2004 $ 353,077 $ 210,375 $ 105,188 37,301 $ 4,000
2003 $ 321,538 $ 354,836 $ 177,418 66,950 $ 4,000
W. Michael Linn 2005 $ 280,000 $ 61,260 $ 30,630 11,736 $ 41,825(7)
Executive Vice President 2004 $ 336,615 $ 230,167 $ 115,084 40,810 $ 0
Robert J. Leist, Jr. 2005 $ 231,465 $ 64,450 $ 32,225 12,347 $ 4,000
Principal Financial Officer and 2004 $ 228,836 $ 51,079 $ 25,539 9,057 $ 4,000
Senior Vice President 2003 $ 220,177 $ 58,547 $ 29,274 11,047 $ 4,000
William B. Shepro, President 2005 $ 213,886 $ 207,164 $ 103,582 39,687 $ 4,000
of Global Servicing Solutions, LLC 2004 $ 211,846 $ 203,896 $ 101,948 36,152 $ 4,000
2003 $ 177,904 $ 158,380 $ 79,190 29,883 $ 4,000
(1) Represents amounts paid in corresponding year.
(2) For 2005, 2004 and 2003, consists of bonuses awarded pursuant to Ocwen's
1998 Annual Incentive Plan, as amended, in the first quarter of the
following year for services rendered in the years indicated.
(3) The restricted stock award is a portion of the bonuses awarded in the
first quarter of the year following the year in which services are
rendered pursuant to Ocwen's 1998 Annual Incentive Plan, as amended.
(4) Based on the closing price of the Common Stock for the last five trading
days of 2005.
(5) Except as otherwise noted, consists of options granted pursuant to Ocwen's
1991 Non-Qualified Stock Option Plan, as amended. The 2005, 2004 and 2003
amounts consist of grants made as of the first quarter of the following
year for services rendered in the years indicated.
(6) Unless otherwise noted, consists of contributions by Ocwen pursuant to
Ocwen's 401(k) Savings Plan.
(7) Includes $37,825 in relocation expenses.
17
Option Grants for 2005
The following table provides information relating to option grants made pursuant
to Ocwen's stock option plan by Ocwen in 2006 for services rendered in 2005 to
the individuals named in the Summary Compensation Table.
Percent of
No. of Securities
Securities Underlying
Underlying Total Potential Realizable Value at
Options Options Exercise Expiration Assumed Rates of Stock Price
Granted Granted Price Date Appreciation for Option Term (3)
--------------------------------------------------------------------------------------------
Name (#) (1)(2) (%) (2) ($/share) ( / / ) 0% ($) 5% ($) 10% ($)
- -----------------------------------------------------------------------------------------------------------------------
William C. Erbey 69,805 16.96% $6.10 1/31/2016 $181,493 $563,395 $1,149,407
Ronald M. Faris 60,504 14.70% $6.10 1/31/2016 $157,311 $488,330 $ 996,264
W. Michael Linn 11,736 2.85% $6.10 1/31/2016 $ 30,513 $ 94,718 $ 193,239
Robert J. Leist, Jr. 12,347 3.00% $6.10 1/31/2016 $ 32,101 $ 99,650 $ 203,300
William B. Shepro 39,687 9.64% $6.10 1/31/2016 $103,185 $320,311 $ 653,481
(1) All options are to purchase shares of Common Stock and, unless otherwise
noted, one-fifth vests and becomes exercisable on the date of grant and on
January 31, 2007, 2008, 2009 and 2010.
(2) Grants were made in 2006 for service in 2005. The percentage of securities
underlying these options is based on options to purchase a total of
411,703 shares of Common Stock granted to employees of Ocwen and its
subsidiaries.
(3) Assumes future prices of shares of Common Stock of $8.70, $14.171 and
$22.566 at compounded rates of return of 0%, 5% and 10%, respectively,
from the closing price per share on the New York Stock Exchange on
December 31, 2005.
AGGREGATED OPTION EXERCISES IN 2005 AND YEAR-END OPTION VALUES
The following table provides information relating to option exercises during the
year 2005 by the individuals named in the Summary Compensation Table and the
value of each such individual's unexercised options at December 31, 2005 (1).
Number of Securities Underlying Value of Unexercised
Unexercised Options at In-the-Money Options at
No. of Shares December 31, 2005 (1) December 31, 2005 (2)
Acquired on Value ---------------------------- ------------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---------------------------------------------------------------------------------------------------------------
William C. Erbey 0 0 980,146 71,133 2,007,667 241,056
Ronald M. Faris 0 0 693,095 65,052 1,693,529 223,693
W. Michael Linn 0 0 96,324 144,486 34,770 52,155
Robert J. Leist, Jr. 0 0 26,355 12,180 99,763 38,604
William B. Shepro 0 0 159,555 40,662 449,610 124,256
(1) All options are to purchase shares of Common Stock. Options listed as
"exercisable" consist of options that became exercisable at or within 60
days of December 31, 2005.
(2) Based on the closing price of a share of Common Stock on the New York
Stock Exchange on December 31, 2005.
Compensation Committee Interlocks and Insider Participation
Determinations regarding compensation of Ocwen's employees are made by the
Compensation Committee. No member of the Committee is or at any time was an
officer or employee of Ocwen or any subsidiary, nor did any member of the
Committee have an interest in a transaction which would require disclosure
hereunder.
18
Report of the Compensation Committee
The Compensation Committee of the Board of Directors is responsible for
establishing management compensation policies and procedures to be reflected in
the compensation program offered to the Executive Officers of Ocwen. The
Committee shares jurisdiction with the full Board of Directors over the
administration of and grants under the 1991 Non-Qualified Stock Option Plan.
General Compensation Policies. The broad general salary and benefit guidelines
are determined by the Committee. Ocwen seeks to provide executives with
long-term wealth accumulation capability, conditional upon personal performance,
individual service longevity and consistent high-level financial performance of
Ocwen. With respect to Ocwen's Officers other than Mr. William C. Erbey, the
Committee considered salary and bonus recommendations prepared by Mr. William C.
Erbey or other Executive Officers to determine fiscal 2005 compensation. The
salary adjustment recommendations were based on Ocwen's overall performance in
the past year and an analysis of compensation levels necessary to maintain and
attract quality personnel. It is through this process that Ocwen is able to
compete for and retain talented executives who are critical to Ocwen's long-term
success and align the interests of those executives with the long-term interests
of Ocwen's shareholders.
Annual Incentive Compensation. Ocwen's primary incentive compensation plan for
executives is the 1998 Annual Incentive Plan, as amended. Pursuant to the
current plan, a participant can earn cash, restricted stock and stock option
awards as determined by the Compensation Committee. The awards are based on
objective performance criteria established by the Committee pursuant to the
Plan, which includes corporate profitability, growth in our core businesses,
reduction in non-core assets, cost savings through Six Sigma initiatives and
meeting budget objectives. Each participant has a targeted annual incentive
award that is expressed as a percentage of total target compensation and varies
with the participant's level of responsibility. At the executive level, 20-65%
of each executive's total target compensation is payable only upon achievement
of certain minimum Company and individual performance levels. The incentive
awards are structured so that the compensation opportunities for executives are
related to the level of business unit performance actually achieved.
Other Compensation. The Compensation Committee's policy with respect to other
employee benefit plans is to provide competitive benefits to employees of Ocwen,
including Executive Officers. A competitive comprehensive benefit program is
essential to achieving the goal of attracting and retaining highly qualified
employees.
Tax Considerations. Under Section 162(m) of the Internal Revenue Code of 1986,
as amended (the "Code"), the tax deduction by corporate taxpayers is limited
with respect to the compensation of certain Executive Officers to $1 million per
covered executive unless such compensation is based upon the attainment of
performance objectives meeting certain regulatory criteria or is otherwise
excluded from the limitation. Ocwen obtained shareholder approval of the 1998
Annual Incentive Plan and all amendments thereto in order to qualify awards
under such plans as performance-based compensation under Section 162(m) of the
Code. It is the Compensation Committee's intention to qualify all
performance-based compensation for the exclusion from the deductibility
limitation of 162(m), except in situations where qualifying compensation for the
exclusion would be inconsistent with the overall best interest of Ocwen.
Chief Executive Officer Compensation. In determining the overall compensation
package for the Chief Executive Officer, the Committee considered the
performance of the Chief Executive Officer and the financial performance
achieved by Ocwen during the past fiscal year. For the CEO, incentive
compensation for 2005 was based largely on performance against specific goals,
including corporate profitability, improved asset utilization, growth in our
core businesses, reduction in non-core assets and cost savings, including those
attributable to increased utilization of our India operations centers and to our
Six Sigma initiatives.
Compensation Committee:
March 8, 2006 W.C. Martin, Chairman
Ronald J. Korn, Director
Barry N. Wish, Director
19
AMENDMENTS TO OUR ARTICLES OF INCORPORATION, AS AMENDED, TO EFFECT A ONE-
FOR-TEN (1-for-10) REVERSE STOCK SPLIT OF OUR ISSUED AND OUTSTANDING COMMON
STOCK, FOLLOWED IMMEDIATELY BY A TEN- FOR-ONE (10-for-1) FORWARD STOCK SPLIT
(Proposal Two)
Our Board of Directors has authorized, and recommends that you approve,
Amendments to our Articles of Incorporation to effect a one-for-ten (1-for-10)
reverse stock split of our Common Stock, followed immediately by a ten-for-one
(10-for-1) forward stock split. The proposed reverse stock split and subsequent
forward stock split will not take effect unless they are approved by the
shareholders and until Certificates of Amendment to the Articles of
Incorporation are filed with the Department of State of Florida to effectuate
each of the reverse stock split and the forward stock split.
Under the reverse split, ten shares of Common Stock registered in the name of a
shareholder at the effective time of the reverse split will be converted into
one share of Common Stock, followed immediately by a forward stock split under
which each share of Common Stock outstanding upon completion of the reverse
split will be converted into ten shares of Common Stock. Shares of Common Stock
that would be converted into less than one share in the reverse split will
instead be converted into the right to receive a cash payment equal to the fair
market value of such fractional interest, as described below. We will make these
cash payments from our general corporate funds. Any shares we redeem will revert
to authorized but unissued shares. We refer to the reverse and forward stock
splits, together with the cash payments to shareholders with less than one share
after the reverse split, as the "Transaction."
If a registered shareholder holds ten or more shares of Common Stock in his or
her account at the effective time of the reverse split, he or she will not
receive cash for any fractional share in his or her account resulting from the
reverse split, and the total number of shares held by such holder will not
change as a result of the Transaction. Our Board of Directors reserves the right
to abandon the Transaction even if approved by the shareholders.
In deciding whether to proceed with the Transaction, the Board of Directors will
consider factors such as:
o the prevailing trading price and trading volume for our Common Stock
at the time the decision is made;
o the anticipated impact of the Transaction on the trading market for
our Common Stock;
o the availability of funds required to make the cash payments to
shareholders with small holdings whose shares are to be converted
into the right to receive cash in the Transaction; and
o prevailing general market and economic conditions.
In order to complete the Transaction, a majority of the shareholders entitled to
vote at the Annual Meeting must approve amendments to our Articles of
Incorporation. If approved and implemented, the Transaction will become
effective eight days after our Annual Meeting upon the filing of the necessary
amendments to our Articles of Incorporation with the Department of State of the
State of Florida. We refer to this as the "effective date." The forms of the
proposed amendments to our Articles of Incorporation necessary to effect the
Transaction are attached to this proxy statement as Appendices I and II.
20
If approved and implemented, the Transaction will affect Ocwen shareholders as
follows (for a more detailed description of the effect of the Transaction on our
shareholders, see "Effect on Shareholders" below):
Shareholder before completion of the Transaction Net effect after the Transaction
- ----------------------------------------------------------------------------------------------------------------
Registered shareholder holding ten or more None.
shares of Common Stock
Registered shareholder holding less than ten Shares will be converted into the right to receive
shares of Common Stock cash (see "Determination of Cash-Out Price"
below)
Shareholders holding Common Stock in street name Ocwen intends for the Transaction to treat
through a nominee (such as a bank or broker) shareholders holding Common Stock in street name
through a nominee (such as a bank or broker) in
the same manner as shareholders whose shares are
registered. Nominees will be instructed to effect
the Transaction for their beneficial holders. However,
nominees may have different procedures, and shareholders
holding their shares in street name should contact
their nominees.
Reasons for the Transaction
The Board of Directors recommends that the shareholders approve the Transaction
for the following reasons, among others (as described in detail under
"Background and Purpose of the Transaction" below): (i) to reduce the number of
shareholders with small accounts, which will reduce administrative expenses to
the Company and (ii) to provide an efficient and cost-effective way for
shareholders holding small amounts of our Common Stock to sell their shares.
Background and Purpose of the Transaction
We have approximately 3,300 shareholders, including approximately 1,300 holders
of record and 2,000 beneficial owners holding shares in street name. As of
February 24, 2006, approximately 1,131 registered holders of our Common Stock
owned fewer than ten shares, representing approximately 89% of the total number
of registered holders of our Common Stock, but less than 0.01% of the total
number of our outstanding shares of Common Stock. In addition, as of February
24, 2006, approximately 40 shareholders holding Common Stock in street name
through a nominee, such as a bank or broker-dealer, owned fewer than ten shares
of our Common Stock, representing less than 2% of the total number of street
name shareholders, but only 0.001% of the total number of outstanding shares of
our Common Stock held by street name shareholders. This large number of
shareholders is due in large part to grants of two shares of Common Stock made
to employees prior to our initial public offering.
The Transaction will provide shareholders holding fewer than ten shares with a
cost-effective way to cash out their investments, because Ocwen will pay all
transaction costs such as brokerage or service fees in connection with the
Transaction. In most other cases, small shareholders would likely incur
brokerage fees disproportionately high relative to the market value of their
shares, if they wanted to sell their stock. In addition, some small shareholders
might even have difficulty finding a broker willing to handle such small
transactions. The Transaction, however, eliminates these problems for most small
shareholders.
The cost of administering each shareholder's account, whether registered or in
street name, is the same regardless of the number of shares held in the account.
Therefore, Ocwen's costs to maintain these small accounts are disproportionately
high when compared to the number of shares involved. We estimate that if we
complete the Transaction we will reduce the total cost of administering
shareholder accounts by at least 20% of our total shareholder administration
costs, or approximately $5,000 per year. Although the amount is difficult to
quantify, we anticipate that the Transaction will result in additional savings
by allowing us to allocate the time of various administrative personnel
currently devoted to administering shareholder accounts to operational matters,
and may eliminate the need for us to hire additional administrative staff. In
light of these disproportionate costs, the Board of Directors believes that it
is in the best interests of Ocwen and its shareholders as a whole to eliminate
the administrative burden and costs associated with the small record accounts
with fewer than ten shares of our Common Stock.
21
Structure of the Transaction
The Transaction includes both a reverse stock split and a forward stock split of
our Common Stock. If the Transaction is approved by shareholders and implemented
by our Board, the reverse split is expected to occur at 4:59 p.m. eastern time
on the effective date and the forward split is expected to occur at 5:00 p.m.
eastern time on the effective date. Upon completing the reverse split, each
registered shareholder on the effective date will receive one share of Common
Stock for each ten shares of Common Stock held in the holder's account. If the
holder owns ten or more shares on the effective date of the reverse split, any
fractional shares resulting from the reverse split in the account will not be
cashed out, and the total number of shares held by such shareholder will not
change as a result of the Transaction. Any shareholder holding fewer than ten
shares of Common Stock at the time of the reverse split will receive a cash
payment instead of fractional shares. This cash payment will be determined and
paid as described below under "Determination of Cash-Out Price." Immediately
following the reverse split, all shareholders who have not received cash for
their shares will receive ten shares of Common Stock for every one share of
Common Stock they held following the reverse split.
The following examples illustrate the Transaction for hypothetical shareholders,
assuming the cash-out price is $10.00 per share.
Shareholder Example Transaction Implication
- --------------------------------------------------------------------------------
Mr. Smith is the Mr. Smith's two shares would be converted into the
registered owner of right to receive cash. Using the hypothetical
two shares cash-out price of $10.00 per share, Mr. Smith will
receive $20.00 in cash. If Mr. Smith wants to
continue his investment in Ocwen, he can, prior to
the effective date, buy 8 additional shares of our
Common Stock. Mr. Smith would have to act far enough
in advance of the Transaction so that the purchase is
completed and the additional share is credited in his
account prior to 4:59 p.m. eastern time, on the
effective date.
Mrs. Jones has two Mrs. Jones will receive cash payments equal to the
separate record cash-out price instead of receiving fractional
accounts. As of shares. Mrs. Jones would receive two checks totaling
the effective date, $120.00. If Mrs. Jones wants to continue her
she holds six investment in Ocwen, she can consolidate or transfer
shares of Common her two record accounts prior to 4:59 p.m. eastern
Stock in one record time on the effective date into an account with at
account and six least ten shares of Common Stock. Alternatively, she
shares of Common can buy additional shares of our Common Stock for
Stock in the each of the accounts. She would have to act far
other. All of her enough in advance of the Transaction so that the
shares are consolidation or the purchase is completed by 4:59
registered in the p.m. eastern time on the effective date. Even if she
same name. does consolidate these accounts, there is no
assurance that the accounts will be consolidated by
the effective date or, even if they are consolidated,
that the financial institution holding the
consolidated account will provide timely notice to
the transfer agent. If the transfer agent does not
receive timely notice, Mrs. Jones will receive a cash
payment of $60.00 for each account and will not
retain her shares.
Mr. Carr holds 15 After the Transaction, Mr. Carr will continue to hold
shares of Common all 15 shares of Common Stock.
Stock as of the
record date.
Mr. English holds We intend for the Transaction to treat shareholders
two shares of holding Common Stock in street name through a
Common Stock in nominee, such as a bank or broker-dealer, in the same
street name. manner as shareholders whose shares are registered in
their names. Nominees will be instructed to effect
the Transaction for their beneficial holders.
Nominees may, however, have different procedures, and
shareholders holding Common Stock in street name
should contact their nominees.
22
Effect on Shareholders
Shareholders with a Record Account of Fewer than Ten Shares. If we complete the
Transaction and you are a shareholder holding fewer than ten shares of our
Common Stock in a record account immediately prior to the reverse stock split
(i.e. a "cashed-out shareholder"):
o You will not receive a fractional share of Ocwen Common Stock as a
result of the reverse split.
o Instead of receiving a fractional share of Ocwen Common Stock, you
will receive cash equal to the trading value of the shares you held
in your record account immediately prior to the reverse split. See
"Determination of Cash-Out Price" below.
o After the Transaction, you will have no further interest in Ocwen
with respect to your cashed-out shares. These shares will no longer
entitle you to the right to vote as a shareholder or share in
Ocwen's assets, earnings or profits. In other words, you will no
longer hold your cashed-out shares, you will just have the right to
receive cash for these shares.
o You will not have to pay any service charges or brokerage
commissions in connection with the Transaction.
o As soon as practicable after the Transaction, you will receive cash
for the Ocwen Common Stock you held in your record account
immediately prior to the reverse split in accordance with the
procedures described below.
o If you hold book-entry shares:
o Most of Ocwen's registered shareholders hold their shares of
Ocwen Common Stock in book-entry form under the Direct
Registration System for securities. These shareholders do not
have stock certificates evidencing their ownership of Ocwen's
stock. They are, however, provided with a statement reflecting
the number of shares registered in their accounts.
o If you are a cashed-out shareholder who holds registered
shares in a book-entry account, you do not need to take any
action to receive your cash payment. We will mail a check to
you at your registered address as soon as practicable after
the Transaction. By signing and cashing this check, you will
warrant that you own the shares for which you received a cash
payment.
o If you hold certificated shares:
o If you are a cashed-out shareholder with a stock certificate
representing your cashed-out shares, you will receive a
transmittal letter from Ocwen as soon as practicable after the
Transaction. The letter of transmittal will contain
instructions on how to surrender your certificate(s) to
Ocwen's transfer agent, American Stock Transfer and Trust
Company, for your cash payment. You will not receive your cash
payment until you surrender your outstanding certificate(s) to
American Stock Transfer and Trust Company, together with a
completed and executed copy of the letter of transmittal.
Please do not send your certificates until you receive your
letter of transmittal. For further information, see "Stock
Certificates" below.
o All amounts owed to you will be subject to applicable federal income
tax and state abandoned property laws.
o You will not receive any interest on cash payments owed to you as a
result of the Transaction.
NOTE: If you want to continue to hold Ocwen Common Stock after the Transaction,
you may do so by taking either of the following actions far enough in advance so
that it is completed by the effective date of the Transaction:
23
o Purchase a sufficient number of shares of Ocwen Common Stock on the
open market and have them registered in your name so that you hold
at least ten shares in your record account immediately prior to the
reverse split; or
o If applicable, consolidate your record accounts so that you hold at
least ten shares of Ocwen Common Stock in one record account
immediately prior to the reverse split.
Registered Stockholders With Ten or More Shares. If you are a registered
shareholder with ten or more shares of Common Stock in your record account as of
4:59 p.m. on the effective date of the Transaction, we will first convert your
shares into one tenth (1/10) of the number of shares you held immediately prior
to the reverse split. One minute after the reverse split, at 5:00 p.m., we will
reconvert your shares in the forward stock split into ten times the number of
shares you held after the reverse split, which is the same number of shares you
held before the reverse split. For example, if you were a registered owner of
150 shares of Ocwen Common Stock immediately prior to the reverse split, your
shares would be converted to 15 shares in the reverse split and back to 150
shares in the forward split. As a result, the Transaction will not affect the
number of shares that you hold in record name if you hold ten or more shares of
Ocwen Common Stock in your record account immediately prior to the reverse
split.
Beneficial Owners of Ocwen Common Stock. Ocwen intends to treat shareholders
holding shares of Ocwen Common Stock in street name through a nominee (such as a
bank or broker) in the same manner as shareholders whose shares are registered
in their names. We will instruct all nominees to effect the Transaction for
their beneficial holders. However, these nominees may have different procedures,
and shareholders holding Ocwen Common Stock in street name should contact their
nominees.
Current and Former Employees and Directors. If you are a current or former
employee or director of Ocwen, you may own Ocwen restricted stock and/or hold
options to purchase Ocwen stock through our stock plans. With respect to
restricted shares of our Common Stock, you will be treated in the same manner as
other shareholders. If you hold options to purchase less than ten shares, you
will not receive a cash payment for these options. The Transaction will not
affect the number of shares issuable upon the exercise of these options.
Determination of Cash-Out Price
Under Florida state law, Ocwen is required to pay you "fair value" for any
fractional shares that we redeem. If shareholders approve the proposal at the
Annual Meeting and the Transaction is completed, our Board of Directors has
decided to pay cash for the fractional shares in U.S. dollars equal to the
average official closing price of the Common Stock on The New York Stock
Exchange over the ten (10) trading days immediately preceding the effective
date. The average official closing price over these ten trading days will be
used even if our stock does not trade on one or more of the days. On days that
our stock does not trade, if any, the official closing price will be the same as
the official closing price of the previous day. Our Board of Directors believes
that the closing prices over a period of ten trading days best approximates
"fair value." The Board does not intend to obtain any appraisals or fairness
opinions in connection with the Transaction.
Effect of the Transaction on Ocwen
The Transaction will not affect the registration of the Common Stock with the
SEC under the Securities Exchange Act of 1934, as amended. Similarly, we do not
expect that the Transaction will affect the continued inclusion of the Common
Stock on The New York Stock Exchange. The par value of our Common Stock will
remain at $.01 per share after the Transaction. The number of authorized shares
of Common Stock will not change as a result of the Transaction.
The total number of shares that will be cashed-out and the total cash to be paid
by us will not be determined until after the effective date. By way of example,
if the Transaction had been completed as of February 24, 2006, when the average
official closing price per share of our Common Stock on The New York Stock
Exchange for the previous ten trading days was $9.96, and assuming 2,500 shares
were redeemed, we would have made cash payments for these redeemed shares
totaling $24,900. The actual amounts will depend on the number of fractional
shares redeemed on the effective date. The Transaction will have a de minimus
effect on the proportion of outstanding common shares controlled by our
directors and executive officers.
24
Stock Certificates
The Transaction will not affect any certificates representing shares of Common
Stock held by registered shareholders owning ten or more shares immediately
before the reverse split. Existing certificates held by any of these
shareholders will continue to evidence ownership of the same number of shares as
set forth on the face of the certificate. Any cashed-out shareholder with share
certificates will receive a letter of transmittal after the Transaction is
completed. These shareholders must complete and sign the letter of transmittal
and return it with their stock certificate(s) to Ocwen's transfer agent before
they can receive cash payment for those shares.
Potential Anti-Takeover Effect
The Transaction will not affect the number of authorized shares. Accordingly,
the Transaction will have the effect of creating additional authorized and
unissued shares of our Common Stock. The increase in authorized and unissued
shares of Common Stock is likely to be minimal based on the number of shares
that will be converted to cash under the Transaction. We have no current plans
to issue these shares; however, these shares may be issued in the future for
general corporate purposes. The increase in authorized but unissued shares of
Common Stock as a result of the Transaction may have the effect of discouraging
an attempt by another person or entity, through acquisition of a substantial
number of shares of Common Stock, to acquire control of us with a view to
effecting a merger, sale of assets, or similar transaction, since the issuance
of new shares could be used to dilute the stock ownership of such person or
entity. The authorized but unissued Common Stock could be issued to a holder who
would then have sufficient voting power to assure that any business combination
or any amendment to our Articles of Incorporation would not receive the
stockholder vote required for approval. The Transaction is not being proposed in
response to any effort to accumulate shares of our Common Stock or obtain
control, nor is it part of a plan by management to recommend to the Board of
Directors and shareholders a series of amendments to our Articles of
Incorporation that could be construed to affect the ability of third parties to
take over or gain control.
Regulatory Requirements
Our Common Stock is currently registered under Section 12 of the Exchange Act,
and as a result, we are subject to the periodic reporting and other requirements
of the Exchange Act. The Transaction will not affect the registration of our
common stock under the Exchange Act, and we have no present intention of
terminating its registration under the Exchange Act in order to become a
"private" company.
Certain Federal Income Tax Consequences
General Information. We have summarized below certain federal income tax
consequences to us and our shareholders resulting from the Transaction. This
summary is based on U.S. federal income tax laws existing as of the date of this
proxy statement. These laws may change, even retroactively. This summary does
not discuss all aspects of federal income taxation that may be important to you
in light of your individual circumstances. Many shareholders, such as financial
institutions, insurance companies, broker-dealers, tax-exempt organizations and
foreign persons, may be subject to special tax rules. Other shareholders may
also be subject to special tax rules, including shareholders who received Common
Stock as compensation for services or pursuant to the exercise of an employee
stock option. In addition, this summary does not discuss any state, local,
foreign or other tax considerations. This summary assumes that you are a U.S.
citizen and have held, and will hold, your shares as capital assets under the
Code. You should consult your tax advisor as to the particular federal, state,
local, foreign and other tax consequences, in light of your specific
circumstances.
We believe that the Transaction will be treated as a tax-free "recapitalization"
for federal income tax purposes.
Federal Income Tax Consequences to Shareholders Who Retain All Shares of Their
Stock. If you continue to hold Common Stock immediately after the Transaction
and receive no cash as a result of the Transaction, you will not recognize any
gain or loss in the Transaction, and you will have the same adjusted tax basis
and holding period in your Common Stock as you had in the stock immediately
before the Transaction.
Federal Income Tax Consequences to Cashed-Out Shareholders. The federal income
tax consequences to cashed-out shareholders will depend in part on whether, in
addition to receiving cash, you or a person or entity related to you continues
to hold Common Stock immediately after the Transaction. The tax consequences of
these alternatives are discussed below.
25
o If you receive cash in exchange for a fractional share as a result
of the Transaction, do not continue to hold any Common Stock
immediately after the Transaction, and are not related to any person
or entity which holds Common Stock immediately after the
Transaction, you will recognize capital gain or loss in an amount
equal to the difference between the cash you receive for your stock
and your aggregate adjusted tax basis in the stock.
o If you are related to a person or entity who continues to hold
Common Stock immediately after the Transaction, you will recognize
gain in the same manner as set forth in the previous paragraph,
provided that your receipt of cash either is "not essentially
equivalent to a dividend," or is a "substantially disproportionate
redemption of stock," as described below.
Not Essentially Equivalent to a Dividend. You will satisfy the "not
essentially equivalent to a dividend" test if the reduction in your
proportionate interest in Ocwen resulting from the transaction is
considered a "meaningful reduction" given your particular facts and
circumstances. The Internal Revenue Service has ruled that a small
reduction by a minority shareholder whose relative stock interest is
minimal and who exercises no control over the affairs of the
corporation will meet this test.
Substantially Disproportionate Redemption of Stock. The receipt of
cash in the Transaction will be a "substantially disproportionate
redemption of stock" for you if the percentage of the outstanding
shares of Common Stock owned by you immediately after the
Transaction is less than 80% of the percentage of shares of Common
Stock owned by you immediately before the Transaction.
In applying these tests, you will be treated as owning shares actually or
constructively owned by certain individuals and entities related to you. If the
taxable amount is not treated as capital gain under any of the tests, it will be
treated first as ordinary dividend income to the extent of your ratable share of
our undistributed earnings and profits, then as a tax-free return of capital to
the extent of your aggregate adjusted tax basis in your shares, and any
remaining gain will be treated as capital gain.
If you receive cash as a result of the Transaction and continue to hold Common
Stock immediately after the Transaction, you generally will recognize gain, but
not loss, in an amount equal to the lesser of the excess of the sum of the
aggregate fair market value of your shares of Common Stock plus the cash
received over your adjusted tax basis in the shares, or the amount of cash
received in the Transaction. In determining whether you continue to hold Common
Stock immediately after the Transaction, you will be treated as owning shares
actually or constructively owned by certain individuals and entities related to
you. Your aggregate adjusted tax basis in your shares of Common Stock held
immediately after the Transaction will be equal to your aggregate adjusted tax
basis in your shares of Common Stock held immediately prior to the Transaction,
increased by any gain recognized in the Transaction, and decreased by the amount
of cash received in the Transaction.
Any gain recognized in the Transaction will be treated, for federal income tax
purposes, as capital gain, provided that your receipt of cash either is "not
essentially equivalent to a dividend" with respect to you, or is a
"substantially disproportionate redemption of stock" with respect to you, under
the tests described above. In applying these tests, you may possibly take into
account sales of shares of Common Stock that occur substantially
contemporaneously with the Transaction. If your gain is not treated as capital
gain under any of these tests, the gain will be treated as ordinary dividend
income to you to the extent of your ratable share of our undistributed earnings
and profits, then as a tax-free return of capital to the extent of your
aggregate adjusted tax basis in your shares, and any remaining gain will be
treated as a capital gain.
You should consult your tax advisor as to the particular federal, state, local,
foreign, and other tax consequences of the Transaction, in light of your
specific circumstances.
26
Dissenter's Rights
Pursuant to Section 607.1302 of the Florida Statutes and our Articles of
Incorporation and By-laws, you are not entitled to dissenter's rights of
appraisal with respect to the Transaction since our common stock is currently
listed on the New York Stock Exchange.
Reservation of Rights
We reserve the right to abandon the Transaction without further action by our
shareholders at any time before the filing of the necessary amendments to our
Articles of Incorporation with the Secretary of State of the State of Florida,
even if the Transaction has been authorized by our shareholders at the Annual
Meeting.
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE AMENDMENT
OF OUR ARTICLES OF INCORPORATION TO EFFECT A REVERSE/FORWARD STOCK SPLIT.
27
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
(Proposal Three)
The Audit Committee of the Board of Directors of Ocwen has appointed
PricewaterhouseCoopers LLP, independent registered certified public accountants,
to be Ocwen's independent registered certified public accounting firm for the
year ending December 31, 2006 and has further directed that the selection of the
independent registered certified public accounting firm be submitted for
ratification by the shareholders at the Annual Meeting.
Representatives of PricewaterhouseCoopers LLP will be present at the Annual
Meeting, will be given the opportunity to make a statement, if they so desire,
and will be available to respond to appropriate questions from shareholders.
The Board of Directors unanimously recommends that shareholders vote FOR the
appointment of PricewaterhouseCoopers LLP as the independent registered
certified public accounting firm for 2006.
Report of the Audit Committee
The Audit Committee of the Board of Directors has:
o Reviewed and discussed with management Ocwen's audited financial
statements as of and for the year ended December 31, 2005;
o Discussed with PricewaterhouseCoopers LLP, Ocwen's independent
registered certified public accounting firm, the matters required to
be discussed by Statement on Auditing Standards No. 61,
"Communication with Audit Committees;" and
o Received and reviewed the written disclosures and the letter from
PricewaterhouseCoopers LLP required by the Independence Standards
Board's Independence Standard No. 1, "Independence Discussions with
Audit Committees" and discussed with PricewaterhouseCoopers LLP
their independence.
In reliance on the review and discussion referred to above, the Committee
recommends to the Board of Directors that the audited financial statements be
included in Ocwen's Annual Report on Form 10-K for the year ended December 31,
2005.
PricewaterhouseCoopers LLP Fees
The following table shows the aggregate fees billed to Ocwen for professional
services by PricewaterhouseCoopers LLP for fiscal years 2005 and 2004:
2005 2004
---------- ----------
Audit Fees $2,402,629 $2,038,655
Audit Related Fees 379,117 1,078,106
Tax Fees 84,959 64,884
All Other Fees 6,000 6,810
---------- ----------
Total $2,872,705 $3,188,455
========== ==========
Audit Fees. This category includes the aggregate fees billed for professional
services rendered for the audits of Ocwen's consolidated financial statements
for fiscal years 2005 and 2004, for the reviews of the financial statements
included in Ocwen's quarterly reports on Form 10-Q during fiscal 2005 and 2004
and for services that are normally provided by the independent registered
certified public accounting firm in connection with statutory and regulatory
filings or engagements for the relevant fiscal years.
28
Audit-Related Fees. This category includes the aggregate fees billed in each of
the last two fiscal years for assurance and related services by the independent
registered certified public accounting firm that are reasonably related to the
performance of the audits or reviews of the financial statements and are not
reported above under "Audit Fees" and generally consist of fees for other attest
engagements under professional auditing standards, internal control-related
matters, audits of employee benefit plans and due diligence.
Tax Fees. This category includes the aggregate fees billed in each of the last
two fiscal years for professional services rendered by the independent
registered certified public accounting firm for tax compliance, tax planning and
tax advice. Of these amounts, $75,309 and $53,509 were related to tax compliance
services for 2005 and 2004, respectively.
All Other Fees. This category includes the aggregate fees billed in each of the
last two fiscal years for products and services provided by the independent
registered certified public accounting firm that are not reported above under
"Audit Fees," "Audit-Related Fees" or "Tax Fees."
The Audit Committee considered the compatibility of the non-audit-related
services provided by and fees paid to PricewaterhouseCoopers LLP in 2005 and the
proposed services for 2006 and determined that such services and fees are
compatible with the independence of PricewaterhouseCoopers LLP.
The Audit Committee is required to pre-approve the audit and non-audit services
performed by the independent registered certified public accounting firm in
order to assure that the provision of such services does not impair the
auditor's independence. Unless a type of service to be provided by the
independent auditor has received general pre-approval, it will require specific
pre-approval by the Audit Committee. In 2005, less than 1% of the fees
associated with the independent registered public accounting firm services were
not pre-approved by the Audit Committee.
Audit Committee:
March 8, 2006 Ronald J. Korn, Chairman
Martha C. Goss, Director
William H. Lacy, Director
29
SHAREHOLDER PROPOSALS
At the Annual Meeting, Ocwen may exercise discretionary authority when voting on
a shareholder proposal that is not included as an agenda item in this Proxy
Statement if the proposal was received by Ocwen after February 15, 2006, and the
proposal is properly presented at the Annual Meeting. Ocwen did not receive
notice of any shareholder proposal relating to the Annual Meeting.
Any proposal which a shareholder desires to have included in the proxy materials
of Ocwen relating to the next Annual Meeting of Shareholders, which is scheduled
to be held in May 2007 (the "2007 Annual Meeting"), must be received at the
executive offices of Ocwen no later than November 1, 2006. If notice of a
shareholder proposal relating to the 2007 Annual Meeting is received on or prior
to January 15, 2007, and the proposal is properly presented at the 2007 Annual
Meeting, then the Company may exercise discretionary authority when voting on
the proposal, unless the shareholder satisfies certain requirements of the SEC,
including mailing a separate proxy statement to Ocwen's shareholders. If notice
of a shareholder proposal relating to the 2007 Annual Meeting is received by
Ocwen after January 15, 2007, and the proposal is properly presented at the 2007
Annual Meeting, then Ocwen may exercise discretionary authority when voting on
the proposal.
All shareholder proposals for the 2007 Annual Meeting should be directed to
Ocwen Financial Corporation, Attn: Secretary at 1661 Worthington Road, Suite
100, West Palm Beach, Florida 33409. It is urged that any shareholder proposal
be sent certified mail, return-receipt requested.
ANNUAL REPORTS
A copy of Ocwen's Annual Report to Shareholders for the year ended December 31,
2005, was mailed to shareholders entitled to notice of the Annual Meeting
commencing on or about March 31, 2006. Such report is not part of the proxy
solicitation materials.
Ocwen will furnish without charge to each person whose proxy is solicited and to
each person who represents that as of the record date for the meeting he or she
was a beneficial owner of shares entitled to vote at the meeting, on written
request, a copy of Ocwen's Annual Report on Form 10-K for the year ended
December 31, 2005, required to be filed by Ocwen with the SEC under the Exchange
Act. Such requests should be directed to Shareholder Relations, Ocwen Financial
Corporation, 1661 Worthington Road, Suite 100, West Palm Beach, Florida 33409,
telephone number (561) 682-8400. Such report is not part of the proxy
solicitation materials.
OTHER MATTERS
Management is not aware of any business to come before the Annual Meeting other
than the matters described above in this Proxy Statement. However, if any other
matters should properly come before the Annual Meeting, it is intended that the
Proxies solicited hereby will be voted with respect to those other matters in
accordance with the judgment of the person or persons appointed as proxies.
The cost of the solicitation of proxies will be borne by Ocwen. Ocwen will
reimburse brokerage firms and other custodians, nominees and fiduciaries for
reasonable expenses incurred by them in sending proxy materials to the
beneficial owners of the Common Stock. In addition to solicitations by mail,
Directors, Officers and employees of Ocwen may solicit proxies personally or by
telephone without additional compensation.
30
Appendix I
----------
PROPOSED FORM OF
ARTICLES OF AMENDMENT
TO
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
OCWEN FINANCIAL CORPORATION
Ocwen Financial Corporation, a Florida corporation (the "Corporation"), acting
pursuant to the provisions of Section 607.1006 of the Florida Statutes, does
hereby adopt the following Articles of Amendment to its Amended and Restated
Articles of Incorporation:
FIRST: The name of the Corporation is: Ocwen Financial Corporation.
SECOND: That at a regular meeting of the members of the Board of Directors of
the Corporation held on March 8, 2006, resolutions were duly adopted
proposing to amend Article III of the Amended and Restated Articles of
Incorporation of the Corporation and declaring such amendment to be
advisable.
THIRD: The amendment to the Amended and Restated Articles of Incorporation
set forth below does not adversely affect the rights or preferences of the
holders of outstanding shares of any class or series and does not materially
result in the percentage of authorized shares that remain unissued after the
combination exceeding the percentage of authorized shares that were unissued
before the combination.
FOURTH: _____________________ shares of issued common stock par value $0.01
per share of the Corporation ("Common Stock") are to be combined into
___________ shares of Common Stock, provided that no fractional shares are to
be issued to any holder of fewer than ten (10) shares of Common Stock.
FIFTH: Article III of the Amended and Restated Articles of Incorporation
shall be deleted in its entirety and replaced with the following:
"ARTICLE III
CAPITAL STOCK
The total number of shares of all classes of capital stock that this corporation
shall have authority to issue shall be 220,000,000, of which 200,000,000 shares
shall be shares of Common Stock, par value $.01 per share, and 20,000,000 shares
shall be shares of Preferred Stock, par value $.01 per share.
The designations and the powers, preferences and rights, and the qualifications,
limitations or restrictions thereof, of the Preferred Stock shall be as follows:
(A) The Board of Directors is expressly authorized at any time, and from
time to time, to provide for the issuance of shares of Preferred Stock
in one or more series, with such voting powers, full or limited, or
without voting powers, and with such designations, preferences and
relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, as shall be
stated and expressed in the resolutions providing for the issue
thereof adopted by the Board of Directors, and as are not stated and
expressed in these Articles of Incorporation, or any amendment
thereto, including (but without limiting the generality of the
foregoing) the following:
(1) the designation of and number of shares constituting such series;
(2) the dividend rate of such series, the conditions and dates upon
which such dividends shall be payable, the preference or relation
which such dividends shall bear to the dividends payable on any
other class or classes or of any other series of capital stock,
and whether such dividends shall be cumulative or non-cumulative;
31
(3) whether the shares of such series shall be subject to redemption
by this corporation, and, if made subject to such redemption, the
times, prices and other terms and conditions of such redemption;
(4) the terms and amounts of any sinking fund, if any, provided for
the purchase or redemption of the shares of such series;
(5) whether or not the shares of such series shall be convertible
into or exchangeable for shares of any other class or classes or
of any other series of any class or classes of capital stock of
this corporation, and, if provision be made for conversion or
exchange, the times, prices, rates, adjustments and other terms
and conditions of such conversion or exchange;
(6) the extent, if any, to which the holders of the shares of such
series shall be entitled to vote as a class or otherwise with
respect to the election of the directors or otherwise;
(7) the restrictions, if any, on the issue or reissue of any
additional Preferred Stock; and
(8) the rights of the holders of the shares of such series upon the
dissolution of, or upon the distribution of assets of, this
corporation.
(B) Except as otherwise required by law and except for such voting powers
with respect to the election of directors or other matters as may be
stated in the resolutions of the Board of Directors creating any
series of Preferred Stock, the holder of any such series shall have no
voting power whatsoever.
Without regard to any other provision of these Articles of Incorporation (all of
which are hereby amended as and to the extent necessary to allow the matters and
transactions contemplated and effected hereby), each ten (10) shares of Common
Stock, either issued and outstanding or held by the Corporation as treasury
stock, immediately prior to the time this amendment becomes effective shall be
and are hereby automatically reclassified and changed (without any further act)
into one fully-paid and non-assessable share of Common Stock, without increasing
or decreasing the amount of stated capital or paid-in surplus of the
Corporation, provided that no fractional shares be issued to any holder of fewer
than ten (10) shares of Common Stock immediately prior to the time this
amendment becomes effective, and that instead of issuing fractional shares to
such holders, the Corporation shall pay in cash the fair value of such fractions
of a share as of the time when this amendment becomes effective."
SIXTH: That at the annual meeting of shareholders held on May 4, 2006, said
amendments were duly adopted by a sufficient number of shareholders in
accordance with Section 1003 of the Florida Statutes.
SEVENTH: That these Articles of Amendment shall become effective at 4:59 p.m.
eastern time on May 12, 2006, in accordance with the applicable provisions of
the Florida Statutes.
IN WITNESS WHEREOF, Ocwen Financial Corporation has caused this certificate to
be signed by its Corporate Secretary this 12th day of May, 2006.
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
32
Appendix II
PROPOSED FORM OF
ARTICLES OF AMENDMENT
TO
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
OCWEN FINANCIAL CORPORATION
Ocwen Financial Corporation, a Florida corporation (the "Corporation"), acting
pursuant to the provisions of Section 607.1006 of the Florida Statutes, does
hereby adopt the following Articles of Amendment to its Amended and Restated
Articles of Incorporation:
FIRST: The name of the Corporation is: Ocwen Financial Corporation.
SECOND: That at a regular meeting of the members of the Board of Directors of
the Corporation held on March 8, 2006, resolutions were duly adopted
proposing to amend Article III of the Amended and Restated Articles of
Incorporation of the Corporation and declaring such amendment to be
advisable.
THIRD: The amendment to the Amended and Restated Articles of Incorporation
set forth below does not adversely affect the rights or preferences of the
holders of outstanding shares of any class or series and does not materially
result in the percentage of authorized shares that remain unissued after the
division exceeding the percentage of authorized shares that were unissued
before the division.
FOURTH: ____________ shares of issued common stock par value $0.01 per share
of the Corporation ("Common Stock") are to be divided into ______ shares of
Common Stock.
FIFTH: Article III of the Amended and Restated Articles of Incorporation
shall be deleted in its entirety and replaced with the following:
"ARTICLE III
CAPITAL STOCK
The total number of shares of all classes of capital stock that this corporation
shall have authority to issue shall be 220,000,000, of which 200,000,000 shares
shall be shares of Common Stock, par value $.01 per share, and 20,000,000 shares
shall be shares of Preferred Stock, par value $.01 per share.
The designations and the powers, preferences and rights, and the qualifications,
limitations or restrictions thereof, of the Preferred Stock shall be as follows:
(A) The Board of Directors is expressly authorized at any time, and from
time to time, to provide for the issuance of shares of Preferred Stock
in one or more series, with such voting powers, full or limited, or
without voting powers, and with such designations, preferences and
relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, as shall be
stated and expressed in the resolutions providing for the issue
thereof adopted by the Board of Directors, and as are not stated and
expressed in these Articles of Incorporation, or any amendment
thereto, including (but without limiting the generality of the
foregoing) the following:
(1) the designation of and number of shares constituting such series;
(2) the dividend rate of such series, the conditions and dates upon
which such dividends shall be payable, the preference or relation
which such dividends shall bear to the dividends payable on any
other class or classes or of any other series of capital stock,
and whether such dividends shall be cumulative or non-cumulative;
33
(3) whether the shares of such series shall be subject to redemption
by this corporation, and, if made subject to such redemption, the
times, prices and other terms and conditions of such redemption;
(4) the terms and amounts of any sinking fund, if any, provided for
the purchase or redemption of the shares of such series;
(5) whether or not the shares of such series shall be convertible
into or exchangeable for shares of any other class or classes or
of any other series of any class or classes of capital stock of
this corporation, and, if provision be made for conversion or
exchange, the times, prices, rates, adjustments and other terms
and conditions of such conversion or exchange;
(6) the extent, if any, to which the holders of the shares of such
series shall be entitled to vote as a class or otherwise with
respect to the election of the directors or otherwise;
(7) the restrictions, if any, on the issue or reissue of any
additional Preferred Stock; and
(8) the rights of the holders of the shares of such series upon the
dissolution of, or upon the distribution of assets of, this
corporation.
(B) Except as otherwise required by law and except for such voting powers
with respect to the election of directors or other matters as may be
stated in the resolutions of the Board of Directors creating any
series of Preferred Stock, the holder of any such series shall have no
voting power whatsoever.
Without regard to any other provision of these Articles of Incorporation (all of
which are hereby amended as and to the extent necessary to allow the matters and
transactions contemplated and effected hereby), each one (1) share of Common
Stock, either issued and outstanding or held by the Corporation as treasury
stock, immediately prior to the time this amendment becomes effective shall be
and is hereby automatically reclassified and changed (without any further act)
into ten (10) fully-paid and non-assessable shares of Common Stock, without
increasing or decreasing the amount of stated capital or paid-in surplus of the
Corporation, provided that any fractional shares of Common Stock outstanding
immediately prior to the time this amendment becomes effective, shall be
converted into the number of shares of Common Stock equal to such fraction
multiplied by ten (10) when this amendment becomes effective."
SIXTH: That at the annual meeting of shareholders held on May 4, 2006, said
amendments were duly adopted by a sufficient number of shareholders in
accordance with Section 1003 of the Florida Statutes.
SEVENTH: That these Articles of Amendment shall become effective at 5:00 p.m.
eastern time on May 12, 2006, in accordance with the applicable provisions of
the Florida Statutes.
IN WITNESS WHEREOF, Ocwen Financial Corporation has caused this
certificate to be signed by its Corporate Secretary this 12th day of May, 2006.
By:
-------------------------------------
Name:
-----------------------------------
Title:
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OCWEN FINANCIAL CORPORATION
1661 Worthington Road, Suite 100 - West Palm Beach, Florida 33409
REVOCABLE PROXY
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF OCWEN
FINANCIAL CORPORATION, FOR USE ONLY AT THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 4, 2006, AND AT ANY ADJOURNMENT THEREOF.
The undersigned hereby appoints William C. Erbey, Ronald M. Faris, Kevin J.
Wilcox or any of them, as proxy, with full powers of substitution, and hereby
authorizes them to represent and vote, as designated below, all the shares of
Common Stock of Ocwen Financial Corporation (the "Company") held of record by
the undersigned on February 24, 2006, at the Annual Meeting of Shareholders to
be held at the offices of the Company located at 1661 Worthington Road, Suite
100, West Palm Beach, Florida 33409 on Thursday, May 4, 2006, at 9:00 a.m.,
Eastern Standard Time and at any adjournment thereof.
Shares of Common Stock of the Company will be voted as specified. If you execute
and return this proxy without specific voting instructions, this proxy will be
voted FOR the election of each of the Board of Directors' nominees to the Board
of Directors, FOR the amendment of the Company's Articles of Incorporation to
effect a one-for-ten (1-for-10) reverse stock split followed by a ten-for-one
(10-for-1) forward stock split and FOR the ratification of the appointment of
PricewaterhouseCoopers LLP as independent registered certified public accounting
firm. You may revoke this proxy at any time prior to the time it is voted at the
Annual Meeting.
The Undersigned hereby acknowledges receipt of the Notice of Annual Meeting of
Shareholders of Ocwen Financial Corporation to be held on May 4, 2006, or any
adjournment thereof, a Proxy Statement for the Annual Meeting and the 2005
Annual Report to Shareholders of the Company prior to the signing of this proxy.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE ADDRESSED TO: AMERICAN STOCK TRANSFER & TRUST COMPANY,
59 MAIDEN LANE, NEW YORK, N.Y. 10038
(Continued and to be dated and signed on the reverse side)
COMMENTS:
35
ANNUAL MEETING OF SHAREHOLDERS OF
OCWEN FINANCIAL CORPORATION
MAY 4, 2006
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK
YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]
1. ELECTION OF DIRECTORS: 2. AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO EFFECT
A 1-for-10 REVERSE STOCK SPLIT FOLLOWED BY A 10-for-1
FORWARD STOCK SPLIT
NOMINEES:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
[ ] FOR ALL NOMINEES ( ) William C. Erbey
[ ] WITHHOLD AUTHORITY ( ) Ronald M. Faris 3. RATIFICATION OF THE APPOINTMENT BY THE BOARD OF
FOR ALL NOMINEES ( ) Martha C. Goss DIRECTORS OF PRICEWATERHOUSECOOPERS LLP AS THE
[ ] FOR ALL EXCEPT ( ) Ronald J. Korn INDEPENDENT AUDITOR OF THE COMPANY FOR THE YEAR
( ) William H. Lacy ENDING DECEMBER 31, 2006.
(See instructions below) ( ) W. Michael Linn
( ) W. C. Martin [ ] FOR [ ] AGAINST [ ] ABSTAIN
( ) Barry N. Wish
INSTRUCTION: To withhold authority to vote for any 4. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO
individual nominee(s), mark "FOR ALL EXCEPT" and fill VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
in the circle next to each nominee you wish to BEFORE THE ANNUAL MEETING.
withhold, as shown here: [X]
To change the address on your account, please check the PLEASE CHECK IF YOU PLAN TO ATTEND THE MEETING [ ]
box at right and indicate your new address in the
address space above. Please note that changes to the TO INCLUDE ANY COMMENTS, USE THE COMMENTS BOX ON THE
registered name(s) on the account may not be submitted REVERSE SIDE HEREOF.
via this method. [ ]
Signature of Shareholder __________________ Date: _____ Signature of Shareholder _______________________ Date: _____
Please sign exactly as your name or names appear on this Proxy. When shares are
held jointly, each holder should sign. When signing as executor, administrator,
attorney, trustee or guardian, please give full title as such. If the signer is
a corporation, please sign full corporate name by duly authorized officer,
giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person.
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