OCWEN ASSET INVESTMENT CORP
8-K, 1998-09-17
REAL ESTATE INVESTMENT TRUSTS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

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

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


      DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): SEPTEMBER 17, 1998


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


    VIRGINIA                        001-14043                   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)                (ZIP CODE)


                                 (561) 682-8000
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)



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

<PAGE>

ITEM 5.  OTHER EVENTS

The news release of Ocwen Asset  Investment  Corp.,  dated  September  17, 1998,
responding to the New York Stock Exchange and investor  inquiries  regarding its
common stock price, is attached and filed herewith as Exhibit 99.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

   (a)   Financial Statements.

         Not Applicable.

   (b)   Pro Forma Financial Information.

         Not Applicable

   (c)   Exhibits

         (99)   News release of Ocwen Asset  Investment  Corp. dated September
                17, 1998.


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<PAGE>

                                   SIGNATURES


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


                                    OCWEN ASSET INVESTMENT CORP.
                                    (Registrant)


                                    By: /s/ William C. Erbey
                                        ----------------------------------------
                                            William C. Erbey
                                            Chairman and Chief Executive Officer


Date:   September 17, 1998


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<PAGE>

                                INDEX TO EXHIBIT


     EXHIBIT NO.       DESCRIPTION                                          PAGE

         99            News release of Ocwen Asset Investment Corp. dated    5
                       September 17, 1998.



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================================================================================
OCWEN ASSET INVESTMENT CORP.
1675 PALM BEACH LAKES BOULEVARD
WEST PALM BEACH, FL 33401
NYSE SYMBOL: OAC
================================================================================
NEWS RELEASE:  IMMEDIATE                                      SEPTEMBER 17, 1998

OCWEN ASSET INVESTMENT CORP.  RESPONDS TO NYSE AND INVESTOR INQUIRIES

WEST PALM BEACH, FL -- Ocwen Asset Investment  Corp.'s (NYSE:  OAC) common stock
price closed yesterday, September 16, 1998, at $6.125, down $1.6875 for the day.
OAC  announced  that it had received a request from the New York Stock  Exchange
(the  "NYSE")  to issue a public  statement  indicating  whether  there were any
corporate  developments which may explain yesterday's market activity.  OAC also
received investor inquiries in response to yesterday's market activity,  many of
which focused on OAC's portfolio of residual securities.

In response to those inquiries,  OAC pointed out that in recent weeks, the stock
prices of many  entities  that hold  residual  securities  have been  negatively
affected, and OAC provided the following information:

         o        OAC's $415 million portfolio of securities  available for sale
                  includes  approximately  $268  million of unrated  residential
                  subprime residuals.
         o        In the  unlikely  event of  prepayment  of an  ENTIRE  pool of
                  mortgages  underlying any  particular OAC residual,  OAC would
                  receive all of the related overcollateralization  reserves and
                  prepayment penalties.
         o        Of  the  $268  million,   $122  million  represents   seasoned
                  residuals (i.e.,  securitized  between 1994 and 1997) and $146
                  million represents unseasoned residuals (i.e.,  securitized in
                  1998).
         o        With respect to the seasoned residuals,  overcollateralization
                  reserves are funded at approximately $116 million.
         o        With    respect    to   the    unseasoned    residuals,    (i)
                  overcollateralization reserves are funded at approximately $16
                  million,  (ii) 85% of the  underlying  loans  are  adjustable,
                  (iii) the weighted  average coupon of the underlying  loans is
                  9.8%,  and (iv) 73% of the  underlying  loans have  prepayment
                  penalties.
         o        Yesterday's closing price for OAC's common stock of $6.125 per
                  share  represents a market value of $116  million,  which is a
                  discount of $158 million to the $274 million in  shareholder's
                  equity at June 30, 1998.

OAC will continue to closely monitor the situation with respect to its portfolio
of residual  securities.  In addition,  OAC  anticipates  announcing its regular
quarterly dividend early next week.

OAC, a hybrid mortgage real estate  investment trust (or REIT)  headquartered in
West  Palm  Beach,  Florida,  invests  in  distressed  commercial  real  estate,
subordinate commercial  mortgage-backed  securities and subordinate and residual
interests in residential mortgage-backed securities.

CERTAIN STATEMENTS CONTAINED HEREIN MAY NOT BE BASED ON HISTORICAL FACTS AND MAY
BE  "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
SUCH AS "EXPECT,"  "MAY,"  "WILL," FUTURE OR  CONDITIONAL  VERB TENSES,  SIMILAR
TERMS, VARIATIONS ON SUCH TERMS OR NEGATIVES OF SUCH TERMS. ACTUAL RESULTS COULD
DIFFER  MATERIALLY  FROM THOSE  INDICATED IN SUCH STATEMENTS DUE TO A VARIETY OF
FACTORS,  INCLUDING,  BUT NOT  LIMITED  TO,  CHANGES IN  ECONOMIC  ENVIRONMENTS,
GOVERNMENT  FISCAL  AND  MONETARY  POLICIES,  PREVAILING  INTEREST  OR  CURRENCY
EXCHANGE  RATES,  CREDIT,  PREPAYMENT,  BASIS  AND  ASSET/LIABILITY  RISKS,  THE
FINANCIAL AND SECURITIES MARKETS,  THE AVAILABILITY OF AND COSTS ASSOCIATED WITH
OBTAINING  ADEQUATE  AND TIMELY  SOURCES OF  LIQUIDITY,  GOVERNMENT  REGULATIONS
AFFECTING  REAL ESTATE  INVESTMENT  TRUSTS,  LOAN SERVICING  EFFECTIVENESS,  THE
COURSE OF  NEGOTIATIONS  AND THE ABILITY TO REACH  AGREEMENT WITH RESPECT TO THE
MATERIAL  TERMS  OF  ANY  PARTICULAR  TRANSACTION,  SATISFACTORY  DUE  DILIGENCE
RESULTS,  SATISFACTION  OR  FULFILLMENT  OF AGREED UPON TERMS AND  CONDITIONS OF
CLOSING OR PERFORMANCE, THE TIMING OF TRANSACTION CLOSINGS, ACQUISITIONS AND THE
INTEGRATION OF ACQUIRED BUSINESSES,  SIZE AND NATURE OF THE SECONDARY MARKET FOR
MORTGAGE  LOANS AND THE  MARKET FOR  SECURITIZATIONS,  OTHER  FACTORS  GENERALLY
UNDERSTOOD TO AFFECT THE REAL ESTATE ACQUISITION,  MORTGAGE AND LEASING MARKETS,
AND OTHER RISKS DETAILED FROM TIME TO TIME IN OAC'S REPORTS AND FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION, INCLUDING ITS REGISTRATION STATEMENT ON FORM
S-11 AND PERIODIC REPORTS ON FORMS 10-Q, 8-K AND 10-K.

- --------------------------------------------------------------------------------
CONTACT                        CHRISTINE A. REICH                 (561) 682-8569
- --------------------------------------------------------------------------------

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