UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
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PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 21, 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)
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ITEM 5. OTHER EVENTS
The news release of Ocwen Asset Investment Corp., dated December 21, 1998,
proposing changes to its tax status and deferring its quarterly dividend, 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 December
21, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, hereunto duly authorized.
OCWEN ASSET INVESTMENT CORP.
(Registrant)
By: /s/ Mark S. Zeidman
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Mark S. Zeidman
Senior Vice President and Chief Financial Officer
Date: December 22, 1998
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INDEX TO EXHIBIT
EXHIBIT NO. DESCRIPTION PAGE
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99 News release of Ocwen Asset Investment Corp. dated 5
December 21, 1998.
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[GRAPHIC OF
COMPANY LOGO OMITTED]
OCWEN ASSET INVESTMENT CORP.
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FOR IMMEDIATE RELEASE FOR FURTHER INFORMATION, CONTACT:
A. RICHARD HURWITZ
VP, CORPORATE COMMUNICATIONS & MARKETING
T: (561) 682-8575
F: (561) 682-8177 OR E-MAIL: [email protected]
OCWEN ASSET INVESTMENT CORP. PROPOSES CHANGES TO ITS TAX STATUS
AND DEFERS QUARTERLY DIVIDEND
West Palm Beach, FL - (December 21, 1998) Ocwen Asset Investment Corp. (NYSE:
OAC) announced today that its Board of Directors has approved a proposal to
terminate the Company's status as a real estate investment trust ("REIT"). The
proposal, which requires the amendment of OAC's articles of incorporation, is
subject to shareholder approval. The Board anticipates that a special meeting of
shareholders will be held in March 1999 for the purpose of considering necessary
amendments. If approved, OAC would become a taxable C-corporation.
The Board's action is motivated by the desire to enhance shareholder value.
Unlike C-corporations, REITs are penalized for not distributing at least 95% of
taxable income to their shareholders, although C-corporations do pay corporate
income tax on taxable income. By eliminating the dividend requirement, retained
earnings can be used to enhance liquidity, improve shareholder equity, and
better realize asset values, as well as facilitate the transition of the Company
to a growth strategy. In addition, a C-corporation status offers more strategic
flexibility than a REIT structure, particularly in volatile markets.
Consistent with the Company's focus on maximizing shareholder value and
improving liquidity, the Board of Directors has deferred payment of OAC's final
1998 dividend, which is expected to range from $14.6 million, or $0.77 per share
to $16.1 million, or $0.85 per share. The Board expects to pay this dividend in
1999, although there can be no assurance as to whether or when that dividend
will be paid. At December 18, 1998, the Company had cash and cash equivalents of
$52.9 million.
William C. Erbey, Chairman and CEO, stated, "The Board's proposal to relinquish
our REIT status, if approved by shareholders, is a conservative strategy which
will enhance our liquidity, bolster our equity base, and allow the Company
greater flexibility in devising investment strategies for future growth. By
reducing our risk profile, OAC will expand its cash position to support and
service existing operations and investments and help optimize asset value
realizations."
Ocwen Asset Investment Corp., a hybrid real estate investment trust
headquartered in West Palm Beach, Florida, has invested in underperforming
commercial real estate, subordinate commercial mortgage-backed securities,
subordinate and residual residential mortgage-backed securities, and commercial
and residential mortgage loans.
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CERTAIN STATEMENTS CONTAINED HEREIN ARE NOT BASED ON HISTORICAL FACTS AND ARE
"FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE FEDERAL SECURITIES LAWS.
THESE FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY REFERENCE TO A FUTURE
PERIOD(S) OR BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS "ANTICIPATE,"
"CONSIDER," "EXPECT," "WHETHER," "WILL," "WOULD" OR FUTURE OR CONDITIONAL VERB
TENSES. ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE INDICATED IN SUCH
STATEMENTS DUE TO RISKS, UNCERTAINTIES AND CHANGES WITH RESPECT TO A VARIETY OF
FACTORS, INCLUDING, BUT NOT LIMITED TO, ECONOMIC ENVIRONMENTS, GOVERNMENT FISCAL
AND MONETARY POLICIES, PREVAILING INTEREST OR CURRENCY EXCHANGE RATES, LAWS AND
REGULATIONS AFFECTING REAL ESTATE INVESTMENT TRUSTS ("REITS"), INVESTMENT
COMPANIES, REAL ESTATE AND FOREIGN OWNERSHIP, COMPETITIVE PRODUCTS, PRICING AND
CONDITIONS, CREDIT, PREPAYMENT, BASIS, DEFAULT, SUBORDINATION AND
ASSET/LIABILITY RISKS, FINANCIAL MARKETS, DETERIORATING ASSET VALUES,
AVAILABILITY OF ADEQUATE AND TIMELY SOURCES OF LIQUIDITY, ABILITY TO REPAY OR
REFINANCE INDEBTEDNESS AT MATURITY, CHANGES IN REAL ESTATE CONDITIONS (INCLUDING
VALUATION, REVENUES, RENTAL RATES AND OCCUPANCY LEVELS), OTHER FACTORS GENERALLY
UNDERSTOOD TO AFFECT THE REAL ESTATE ACQUISITION, MORTGAGE AND LEASING MARKETS,
REITS AND SECURITIES INVESTMENTS, AND OTHER RISKS DETAILED FROM TIME TO TIME IN
OAC'S REPORTS AND FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING
ITS REGISTRATION STATEMENTS ON FORMS S-3, S-4 AND S-11 AND PERIODIC REPORTS ON
FORMS 10-Q, 8-K AND 10-K. GIVEN THESE UNCERTAINTIES, READERS ARE CAUTIONED NOT
TO PLACE UNDUE RELIANCE ON SUCH STATEMENTS.
Additional information about Ocwen Asset Investment Corp. is available at
www.ocwen.com - OAC.
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