OCWEN ASSET INVESTMENT CORP
8-K, 1998-06-19
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, AS AMENDED


         DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JUNE 18, 1998


                          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 5
                             EXHIBIT INDEX ON PAGE 4


<PAGE>


ITEM 5.  OTHER EVENTS

The news release of Ocwen Asset Investment Corp. dated June 18, 1998, announcing
recent developments is 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 June 18,
                 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:  June 19, 1998


                                       3

<PAGE>

                                INDEX TO EXHIBIT



     Exhibit No.       Description                                        Page
     -----------       -----------                                        ----

         99            News release of Ocwen Asset Investment Corp.        5
                       dated June 18, 1998, announcing recent
                       developments.


                                        4

================================================================================
OCWEN ASSET INVESTMENT CORP.                                          Exhibit 99
1675 PALM BEACH LAKES BOULEVARD
WEST PALM BEACH, FL 33401
(NYSE: OAC)
================================================================================

NEWS RELEASE:  IMMEDIATE                                           JUNE 18, 1998

OCWEN ASSET INVESTMENT CORP.  ANNOUNCES RECENT DEVELOPMENTS

WEST PALM BEACH, FL - Ocwen Asset  Investment Corp.  (NYSE:  OAC), a hybrid REIT
specializing in opportunistic real estate investments, announced that it entered
into the following recent transactions.

On May 18, 1998, OAC purchased for $66.0 million 23 residual interests from nine
different   issuances  of   mortgage-related   securities   backed  by  subprime
single-family  residential loans which were sponsored by the same company or its
predecessor. As of the date of original issuance, approximately $1.83 billion of
fixed-rate and adjustable-rate  subprime single-family  residential loans backed
the foregoing securities. As of March 1, 1998, the current collateral balance of
the loans which backed the foregoing  securities  was $1.14  billion,  which was
$71.1 million more than the current  balance of all the various  classes of such
securities backed by such loans.

On June 3, 1998,  OAC,  through  its  operating  partnerships,  entered  into an
Amended and Restated Loan  Agreement  with Salomon  Brothers  Realty  Corp.,  as
lender,  and LaSalle National Bank, as collateral agent, to fund the acquisition
and  improvement of investments in real estate and the origination of commercial
real estate  loans.  Up to $200  million of advances  may be made under the loan
agreement,  which will be secured by commercial  real estate  and/or  commercial
real estate loans. Borrowings under this agreement bear interest at a rate equal
to LIBOR plus a spread of 1.75%.

On June 9, 1998,  OAC entered into an  agreement  to acquire for $36.0  million,
plus closing  costs,  the Prudential  Building,  a 488,080 square foot, 22 story
office building in the central business district of Jacksonville,  Florida. This
agreement  is  subject  to an  environmental  review of the  property,  and as a
result, there can be no assurance that it will be consummated in accordance with
its terms. In connection with the agreement to acquire the Prudential  Building,
OAC entered  into an  agreement  to lease the  building  back to the  Prudential
Insurance Co. of America,  which currently occupies 97% of the building,  and an
agreement to sell,  simultaneous  with closing,  two parcels of adjacent parking
areas to an adjacent  hospital for  approximately  $4.1 million.  The Prudential
lease will have a term of four years with options to vacate the premises  during
the term of the lease, as well as three subsequent  extension options.  OAC also
entered  into a letter of intent  with the  hospital  pursuant to which it would
agree to lease 150,000  square feet in the  Prudential  Building for a nine-year
period upon Prudential's exercise of its termination option.

Ocwen Asset  Investment  Corp., a hybrid REIT  headquartered in West Palm Beach,
Florida,  invests in distressed commercial real estate,  subordinate  commercial
mortgage-backed    securities   and   subordinate   and   residual   residential
mortgage-backed  securities.  OAC generally looks for  opportunities  to acquire
these  assets and  leverage the special  servicing  capabilities  of its manager
Ocwen Financial  Corporation (NYSE: OCN), in order to realize improved yields or
wider spreads. Using a disciplined approach to real estate investing,  OAC seeks
to uncover and invest in higher-yielding assets.

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 "MAY," AND "WILL," AND 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 THE COMPANY'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.

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