OCWEN ASSET INVESTMENT CORP
8-K, 1998-02-09
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): FEBRUARY 6, 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 6
                             EXHIBIT INDEX ON PAGE 4


<PAGE>

ITEM 5.  OTHER EVENTS

The news  release  of Ocwen  Asset  Investment  Corp.  dated  February  6, 1998,
regarding its January  investment  activity,  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
                        February 6, 1998.







                                       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:   February  9, 1998




                                       3
<PAGE>

                                INDEX TO EXHIBIT



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

     99            News release of Ocwen Asset Investment Corp. dated      5
                   February 6, 1998 regarding its January investment
                   activity.




                                       4



================================================================================
Ocwen Asset Investment Corp.                                          Exhibit 99
1675 Palm Beach Lakes Boulevard
West Palm Beach, FL 33401
NASDAQ Symbol: OAIC
================================================================================

NEWS RELEASE: IMMEDIATE                                         FEBRUARY 6, 1998

OCWEN ASSET INVESTMENT CORP. ANNOUNCES JANUARY INVESTMENT ACTIVITY

Ocwen Asset Investment Corp.  (NASDAQ:  OAIC) today announced that for the month
of January 1998 it had closed transactions  totaling $88.6 million, for which it
funded $78.6 million. Of the January 1998 activity, OAIC closed a: $51.6 million
investment  in a  subordinated  interest-only  security  supported  by  subprime
residential  mortgages ("Sub IO");  $13.7 million office  property  acquisition;
$11.6 million  mezzanine  construction loan (for which $1.6 million was funded);
$6.5 million investment in other mortgage related  securities;  and $5.2 million
investment in residential  whole loans.  Christine A. Reich,  President of OAIC,
stated,  "We are  pleased  with the  progress  that we have  made to date in the
acquisition of Sub IOs  collateralized by subprime  residential  mortgage loans,
and believe that Ocwen Federal Bank FSB's expertise as special  servicer will be
a necessary element in achieving OAIC's targeted returns on this investment."

This activity brings OAIC's total closed  transactions  since its initial public
offering,  net of repayments to date, to $368.4  million as of January 31, 1998.
Of this amount, $318.6 million has been funded and $49.8 million is to be funded
over the construction and renovation  periods,  which range from 6 to 15 months.
These  transactions  were funded  using net  proceeds  from the  initial  public
offering and a $52.8 million reverse repurchase agreement. In addition, OAIC has
outstanding  commitments of $161.7 million,  and is actively pursuing additional
financing.

Separately,  OAIC's interest-only and inverse interest-only securities portfolio
(collectively  "IOs") had an  approximate  book value and market  value of $56.2
million and $47.9 million,  respectively,  as of January 31, 1998. These IOs are
rated AAA and are issued both privately and by government sponsored  enterprises
from  pools of  prime  residential  mortgages.  As a result  of an  increase  in
projected  prepayment  speeds at the end of January 1998,  OAIC will take a $2.2
million  charge to earnings on certain  individual  securities  during the month
even  though  OAIC  estimates  that the  remaining  yield to  maturity on its IO
portfolio as a whole, assuming January 31, 1998 pricing levels, will approximate
15.7%.  This  charge to earnings  and the decline in the current  yield from the
purchased yield has the potential to reduce expected first quarter  earnings and
funds from  operations by  approximately  $0.16 to $0.20 per share and to reduce
expected  second  quarter  earnings and funds from  operations by  approximately
$0.03 per share.  OAIC does not believe that these  adjustments,  however,  will
have a material impact on the expected dividends paid during these periods.

Christine A. Reich,  President of OAIC stated,  "Based upon January 1998 pricing
levels,  the IO portfolio  is expected to yield 13.0% over its life.  While this
yield is less than the 18.0% yield  anticipated at  acquisition,  it is still an
attractive yield as compared to other potential investments.  The current period
charge in reported  earnings on the IO  portfolio  results  from the  accounting
requirement to write-down  individual  securities for losses that are other than
temporary,  while OAIC's  investment  strategy is to manage the overall yield on
the portfolio taken as a whole." Actual results may vary from those projected as
a result of the future interest rate environment. Generally, OAIC's IO portfolio
would benefit from a decline in prepayment  speeds (which  typically result from
an  increase in long term  interest  rates),  a reduction  in LIBOR or a further
steepening  of the yield curve.  Conversely,  OAIC's IO portfolio may be further
adversely  affected by an increase in prepayment  speeds (which generally result
from a  decline  in long  term  interest  rates),  an  increase  in  LIBOR  or a
flattening of the yield curve.

- --------------------------------------------------------------------------------
Contacts                     Christine A. Reich                     561-682-8569
- --------------------------------------------------------------------------------
                              William C. Erbey                      561-682-8520
- --------------------------------------------------------------------------------


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<PAGE>


                        REVIEW OF OUTSTANDING COMMITMENTS

At January 31, 1998, OAIC's outstanding  commitments stand at $161.7 million and
include: $101.1 million of mortgage loans secured by single-family residences; a
commercial  real  estate  loan for $23.1  million  with an  initial  funding  of
approximately  $5.4  million;  a $30.3  million real estate loan with an initial
funding of approximately  $13.0 million;  and a $7.2 million investment in a Sub
IO. Each of these  commitments  are  expected to close at the end of February or
early March, 1998, and are subject to various closing conditions, including, but
not limited to,  completion of satisfactory due diligence efforts and conditions
the borrowers or sellers must satisfy prior to OAIC funding the transactions. In
addition, a commercial real estate loan in the amount of $26.7 million that OAIC
anticipated  would close in March 1998, has been deferred as  negotiations  with
the borrower continue.

As  previously  announced,  OAIC has entered into a nonbinding  letter of intent
with Aames Financial  Corporation  pursuant to which the parties are negotiating
for OAIC to  acquire  Sub IOs with  respect to up to $600  million  of  subprime
residential  mortgage  loans  originated  or acquired by Aames  during the first
calendar quarter of 1998. Those negotiations are proceeding.

                       REVIEW OF JANUARY 1998 TRANSACTIONS

SUBORDINATED INTEREST ONLY INVESTMENT
On January 30,  1998,  OAIC  purchased a $51.6  million  investment  in a Sub IO
supported by a pool of 6,309 subprime mortgage loans.  Ocwen Federal Bank FSB, a
wholly owned subsidiary of Ocwen Financial  Corporation (NYSE: OCN) will special
service any loans that  become 60 days  delinquent.  The average  balance of the
loans is $95,110 and the  geographical  concentration  is mainly in  California,
Florida, Illinois, Massachusetts and Washington.

REAL ESTATE ACQUISITION
On January 23, 1998,  OAIC  purchased  for $13.7  million,  a 16 story,  124,688
square  foot  office  property  located at 690  Market  Street,  San  Francisco,
California.  The  building  is 83%  leased  with  40% of the  building  becoming
available  for  re-leasing  by the end of 1998.  OAIC  anticipates  investing an
additional $4.3 million to reposition the building.

MEZZANINE FINANCING AND CONSTRUCTION LENDING
On January 12, 1998, OAIC closed a $11.6 million mezzanine construction loan for
a 160 unit apartment rental project with on-site parking and commercial space on
the first floor located in San Francisco,  California  which had an initial draw
of $1.6 million.

RESIDENTIAL WHOLE LOANS
During the month of  January,  OAIC closed two pools of  residential  loans with
unpaid principal balances totaling approximately $5.2 million. The loans carry a
weighted average coupon of 8.31%.  OAIC intends to accumulate  residential loans
and execute a securitization, to effectively retain a subordinate interest.

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 SUCH AS "ANTICIPATES" OR "EXPECTS".  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 INTEREST RATES, THE TIMING
OF TRANSACTION CLOSINGS,  UNSATISFACTORY DUE DILIGENCE RESULTS, BORROWER FAILURE
TO SATISFY  CLOSING  CONDITIONS,  A MATERIAL  CHANGE IN FACTORS  INHERENT TO THE
PRICING  OF VARIOUS  SECURITIES  INCLUDING  THE IMPACT OF CHANGES IN  PREPAYMENT
SPEEDS ON MORTGAGE LOANS, THE EFFECTIVENESS OF THE SERVICING  UNDERLYING VARIOUS
SECURITIES,  THE ABILITY TO OBTAIN ADEQUATE AND TIMELY THIRD-PARTY FINANCING AND
OTHER  FACTORS  GENERALLY  UNDERSTOOD  TO AFFECT  THE REAL  ESTATE  ACQUISITION,
MORTGAGE AND LEASING MARKETS AND SECURITY INVESTMENTS.


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