OCWEN ASSET INVESTMENT CORP
8-K, 1997-10-31
REAL ESTATE INVESTMENT TRUSTS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                 -----------------------------------------------

                       PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


       DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): OCTOBER 31, 1997


                          OCWEN ASSET INVESTMENT CORP.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



    VIRGINIA                        000-22389                    65-0736120
(STATE OR OTHER                    (COMMISSION                (I.R.S. EMPLOYER
  JURISDICTION                     FILE NUMBER)              IDENTIFICATION NO.)
OF INCORPORATION)


                              THE FORUM, SUITE 1000
         1675 PALM BEACH LAKES BOULEVARD, WEST PALM BEACH, FLORIDA 33401
                     (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)


                                 (561) 681-8000
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)



                                       N/A
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)




                                   PAGE 1 OF 6
                             EXHIBIT INDEX ON PAGE 4


<PAGE>

ITEM 5.  OTHER EVENTS

The news  release of Ocwen  Asset  Investment  Corp.  dated  October  29,  1997,
regarding its financial  results for the three month period ended  September 30,
1997 and the  period of May 19,  1997  through  September  30,  1997,  including
unaudited  consolidated  financial  statements  for the three month period ended
September  30, 1997 and the period of May 19, 1997 through  September  30, 1997,
are attached and filed herewith as Exhibit 99.

ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS

    (c)           Exhibits

                  The following exhibit is filed as part of this report:

                  (99)    News  release of Ocwen Asset  Investment  Corp.  dated
                          October 29, 1997.






                                       2
<PAGE>


                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, hereunto duly authorized.



                          OCWEN ASSET INVESTMENT CORP.
                          (Registrant)


                          By: /s/   Mark S. Zeidman
                             ---------------------------------
                                    Mark S. Zeidman
                                    Senior Vice President and 
                                    Chief Financial Officer



Date:   October 31, 1997



                                       3
<PAGE>



                                INDEX TO EXHIBIT



     EXHIBIT NO.   DESCRIPTION                                             PAGE
     -----------   -----------                                             ----

         99        News release of Ocwen Asset Investment Corp. dated       5
                   October 29, 1997 regarding its financial results for
                   the three month period ended September 30, 1997 and
                   the period of May 19, 1997 through  September 30,
                   1997.



                                       4
<PAGE>


================================================================================
Ocwen Asset Investment Corp.
1675 Palm Beach Lakes Boulevard
West Palm Beach, FL 33401
NASDAQ Symbol: OAIC
================================================================================

NEWS RELEASE: IMMEDIATE                                         OCTOBER 29, 1997

OCWEN ASSET INVESTMENT CORP. REPORTS QUARTERLY RESULTS

Ocwen Asset  Investment  Corp.  ("OAIC") today reported funds from operations of
$0.22 per share for the quarter  ended  September  30, 1997 as compared to $0.11
per share for the period  from its  initial  public  offering on May 19, 1997 to
June 30, 1997 (the "Short Period").  Net income for the quarter ending September
30, 1997 was $4.35  million as compared to $2.06  million for the Short  Period.
Christine  Reich,  OAIC  President  stated,  "We are pleased  with our  earnings
progress to date.  The  increased  earnings  this  quarter are the result of the
additional  deployment  of $82.1  million of cash from the initial  common stock
offering proceeds into higher earning investments."

During the quarter,  OAIC invested $35.5 million in subordinates  and securities
available  for sale,  $26.2  million in real estate,  $16.6  million in discount
loans and $3.8 million in residential  loans.  OAIC began acquiring  residential
loans in September  with the intent of  accumulating  such loans and executing a
securitization, to effectively retain a subordinate interest.

As of September 30, 1997 OAIC had invested  approximately  $144.7 million or 51%
of its initial public offering proceeds. To date OAIC has additional outstanding
funding commitments of $124.8 million, consisting of: $59 million of subordinate
transactions awarded to OAIC and scheduled to close in the fourth quarter; $32.5
million  of real  estate  acquisitions  under  contract  subject  to OAIC's  due
diligence  review  during  which  time  OAIC  has the  right  to  terminate  the
acquisition  if  significant   issues  arise;   and  $25.7  million  of  lending
commitments  outstanding  which are  subject  to  various  conditions  which the
borrowers must satisfy prior to OAIC closing the transactions. In addition, OAIC
closed a $7.6 million  lending  transaction in October and provided the borrower
with an initial funding of $4.5 million.

Annualized  yields  for the  quarter  ended  September  30,  1997 were 5.70% for
repurchase  agreements  and interest  bearing  deposits,  15.17% for  securities
available for sale,  9.08% for discount loans and 7.58% for  residential  loans.
The overall annualized portfolio yield for the quarter was 8.14%.


                                       5
<PAGE>


QUARTERLY RESULTS AT A GLANCE:
For the quarter  ended  September  30, 1997 and the Short  Period ended June 30,
1997 (dollars in thousands, except per share data):

<TABLE>
<CAPTION>

                                                           September 30, 1997             June 30, 1997
                                                         ----------------------      -----------------------
           Operating Results:                             Amount      Per Share      Amount        Per Share
                                                         -------      ---------      ------        ---------
<S>                                                       <C>             <C>         <C>              <C>  
           Total Income                                  $5,579                      $2,482
           Expenses                                       1,229                         422
           Net Income                                     4,350           $0.22       2,060            $0.11
           Funds From Operations                          4,372           $0.22       2,087            $0.11
           Dividend                                                       $0.24                        $0.10

           Summary of Financial Position:

           Cash & Cash Equivalents                     $138,473                    $220,022    
           Securities Available for sale                 89,521                      58,545   
           Loan Portfolio                                 3,773                           0   
           Discount Loans, Net                           25,184                       8,545   
           Investment in Real Estate                     26,264                           0   
           Total Shareholders' Equity                   285,202                     287,532   

</TABLE>


CERTAIN STATEMENTS CONTAINED HEREIN ARE "FORWARD-LOOKING  STATEMENTS" WITHIN THE
MEANING OF SECTION 27A OF THE  SECURITIES  ACT OF 1933, AS AMENDED,  AND SECTION
21E OF THE SECURITIES ACT OF 1934, AS AMENDED. THESE FORWARD-LOOKING  STATEMENTS
MAY  BE  IDENTIFIED  BY  REFERENCE  TO A  FUTURE  PERIOD(S)  OR BY  THE  USE  OF
FORWARD-LOOKING  TERMINOLOGY.  ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE
INDICATED IN SUCH  STATEMENTS  DUE TO A VARIETY OF FACTORS,  INCLUDING,  BUT NOT
LIMITED TO,  CHANGES IN  INTERNATIONAL,  NATIONAL,  REGIONAL  OR LOCAL  ECONOMIC
ENVIRONMENTS,  COMPETITIVE PRODUCTS AND PRICING,  GOVERNMENT FISCAL AND MONETARY
POLICIES,  CHANGES IN  PREVAILING  INTEREST  RATES AND OTHER  FACTORS  GENERALLY
UNDERSTOOD TO AFFECT THE REAL ESTATE  ACQUISITION,  MORTGAGE AND LEASING MARKETS
AND SECURITY INVESTMENTS.

ATTACHED ARE THE INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.


                                       6
<PAGE>
<TABLE>
<CAPTION>


                          OCWEN ASSET INVESTMENT CORP.
                  CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
                               September 30, 1997
                                   (Unaudited)

<S>                                                                  <C>          
ASSETS
Cash and amounts due from depository institutions ................   $     200,956
Interest bearing deposits ........................................       8,271,671
Repurchase agreements ............................................     130,000,000
Securities available for sale, at market value ...................      89,520,700
Loan portfolio, net ..............................................       3,773,321
Discount loan portfolio, net .....................................      25,184,291
Principal and interest receivable ................................       1,897,189
Investment in real estate, net ...................................      26,263,717
Deposits on pending asset acquisitions ...........................       6,184,300
Other assets .....................................................         535,106
                                                                     -------------
                                                                     $ 291,831,251
                                                                     =============
LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:
Dividends payable ................................................   $   4,590,000
Accrued expenses, payables and other liabilities .................       2,039,437
                                                                     -------------
                                                                         6,629,437
                                                                     -------------
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value; 25,000,000 shares authorized;
    0 shares issued and outstanding ..............................              --
Common Stock, $.01 par value; 200,000,000 shares authorized ;
    19,125,000 shares issued and outstanding at September 30, 1997         191,250
Additional paid-in capital .......................................     283,496,750
Distributions in excess of earnings ..............................         (92,006)
Unrealized gain on securities available for sale .................       1,605,820
                                                                     -------------
    Total stockholders' equity ...................................     285,201,814
                                                                     -------------
                                                                     $ 291,831,251
                                                                     =============
</TABLE>


                                       7
<PAGE>


                          OCWEN ASSET INVESTMENT CORP.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (Unaudited)


                                                        For the   For the Period
                                                     Three Months  May 19, 1997
                                                        Ended           to
                                                     September 30, September 30,
                                                         1997           1997
                                                     ------------- -------------
Interest income:

Repurchase agreements and interest bearing deposits   $2,753,729   $4,150,857
Securities available for sale .....................    2,492,172    3,497,356
Loans .............................................        5,565        5,565
Discount loans ....................................      260,471      340,966
                                                      ----------   ----------
                                                       5,511,937    7,994,744
                                                      ----------   ----------

Operating income:
Real estate investments, net ......................       57,243       57,243
Other .............................................        9,795        9,795
                                                      ----------   ----------
                                                          67,038       67,038
                                                      ----------   ----------

Operating expenses:
Management fees ...................................      719,914    1,060,914
Loan expenses .....................................      237,891      285,812
Other .............................................      270,898      304,560
                                                      ----------   ----------
                                                       1,228,703    1,651,286
                                                      ----------   ----------

Net income ........................................   $4,350,272   $6,410,496
                                                      ==========   ==========
Per share data:
    Net income ....................................   $     0.22   $     0.33
                                                      ==========   ==========




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