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 22, 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 22, 1998,
announcing its third quarter dividend and a stock repurchase program, 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 22,
1998.
2
<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/ Mark S. Zeidman
---------------------------------------
Mark S. Zeidman
Senior Vice President and
Chief Financial Officer
Date: September 22, 1998
3
<PAGE>
INDEX TO EXHIBIT
EXHIBIT NO. DESCRIPTION PAGE
----------- ----------- ----
99 News release of Ocwen Asset Investment Corp. dated 5
September 22, 1998.
4
================================================================================
Ocwen Asset Investment Corp.
1675 Palm Beach Lakes Boulevard
West Palm Beach, FL 33401
NYSE Symbol: OAC
================================================================================
NEWS RELEASE: IMMEDIATE SEPTEMBER 22, 1998
OCWEN ASSET INVESTMENT CORP. ANNOUNCES THIRD QUARTER DIVIDEND AND STOCK
REPURCHASE PROGRAM
WEST PALM BEACH, FL -- Ocwen Asset Investment Corp. (NYSE: OAC), a hybrid
mortgage REIT, announced today that its Board of Directors declared a third
quarter 1998 cash dividend of $0.44 per share, payable to shareholders of record
on September 30, 1998, with payment to be made on October 15, 1998. In addition,
OAC announced that its Board of Directors authorized a program to repurchase up
to $10 million of its issued and outstanding shares of common stock commencing
after the date on which OAC announces its third quarter earnings.
THIRD QUARTER DIVIDEND
OAC's Board of Directors declared a cash dividend of $0.44 per share for the
third quarter of 1998. This dividend is payable to shareholders of record on
September 30, 1998, and payment is to be made on October 15, 1998.
Christine A. Reich, President of OAC, stated, "The increase in our third quarter
dividend as compared to dividends in each of the first two quarters of 1998
reflects the continued growth in our asset base."
From its initial public offering through September 15, 1998, OAC closed
transactions, net of repayments, totaling approximately $943.7 million, of which
approximately $888.3 million have been funded.
STOCK REPURCHASE PROGRAM
As approved by OAC's Board of Directors, OAC is authorized to repurchase up to
$10 million of its issued and outstanding shares of common stock commencing
after the date on which OAC announces its third quarter earnings.
William C. Erbey, Chairman and Chief Executive Officer of OAC, stated, "This
reflects our view that OAC's common stock is currently undervalued." Mr. Erbey
added, "We believe that this repurchase program offers an opportunity to
efficiently use our capital, underscore our confidence in OAC's future and
enhance shareholder value."
Any such purchases will be at times, at prices per share, in amounts and through
solicited or unsolicited transactions in the open market, on the New York Stock
Exchange or in privately negotiated transactions, in each case as OAC deems
appropriate depending on market conditions, corporate requirements and
applicable securities laws. OAC expects to fund any repurchases from operating
cash flows and cash on hand. In accordance with Virginia corporate law, any
repurchased shares will become authorized but unissued shares available for
general corporate purposes. No time limit has been placed on the duration of the
stock repurchase program, and OAC reserves the right to discontinue the
repurchase program at any time. OAC specifically disclaims any obligation to
make further announcements regarding the program's status.
- --------------------------------------------------------------------------------
Contact Christine A. Reich (561) 681-8957
- --------------------------------------------------------------------------------
5
<PAGE>
OTHER
On September 21, 1998, OAC agreed to purchase a 54% participation interest in a
performing commercial loan with an outstanding principal balance of
approximately $117 million. Concurrent with the closing of this acquisition,
Ocwen Federal Bank FSB would acquire the remaining 46% participation interest in
the loan and would service the loan. The loan is secured by a mixed-use hotel,
retail and entertainment complex located in the Midwest. The complex comprises
over 500 hotel rooms, 35,000 square feet of meeting space, 180,000 square feet
of retail and entertainment space and 1,500 parking spaces. The acquisition of
the loan is expected to occur in early October but is subject to various closing
conditions, several of which are dependent upon third parties.
In the next few days, and consistent with previous announcements, OAC will file
a registration statement with the Securities and Exchange Commission (the "SEC")
as the first step in effecting its planned exchange offer for its 11.5% Senior
Notes Due 2005 whereby the holders of the Senior Notes will receive new Senior
Notes which have been registered with the SEC.
As of June 30, 1998, OAC's book value per share was $14.43, and its securities
available for sale portfolio amounted to $415 million. Due to accelerated
prepayment speeds, widening mortgage spreads and declining marketplace
liquidity, OAC had an approximately $15.5 million unrealized loss on securities
available for sale at August 31, 1998, as opposed to an unrealized gain of $0.1
million at June 30, 1998. OAC will evaluate whether and to what extent the loss,
updated for September market conditions (which OAC believes will reflect
continued volatility), is "other than temporary" and will make that decision as
of September 30, 1998, in connection with reporting its results for the third
quarter.
OAC is a hybrid real estate investment trust (commonly known as a REIT)
headquartered in West Palm Beach, Florida. OAC invests in underperforming
commercial real estate, subordinate commercial mortgage-backed securities and
subordinate and residual residential mortgage-backed securities.
Certain statements contained herein may not be based on historical facts and 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 such as "believe,"
"consider," "expect," "intend," "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 risks, uncertainties and changes with respect to a variety of factors,
including, but not limited to, international, national, regional or local
economic environments, government fiscal and monetary policies, prevailing
interest or currency exchange rates, government regulations affecting real
estate investment trusts, credit, prepayment, basis and asset/liability risks,
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 financial and
securities markets, the availability of and costs associated with obtaining
adequate and timely sources of liquidity, size and nature of the secondary
market for mortgage loans and the market for securitizations, geographic
concentrations of assets, other factors generally understood to affect the real
estate acquisition, mortgage and leasing markets and securities investments, and
other risks detailed from time to time in OAC's reports and filings with the
SEC, 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) 681-8957
- --------------------------------------------------------------------------------
6
