OCWEN ASSET INVESTMENT CORP
8-K, 1999-08-24
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): AUGUST 23, 1999


                          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 the  Registrant  dated  August  23,  1999,  announcing  the
declaration of a cash dividend of $0.82 per share to  shareholders  of record on
August 30,  1999,  payable  on the  earlier  of the  closing  of the  previously
announced merger of the Registrant with Ocwen Financial  Corporation or November
8, 1999, is attached hereto 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

             (99.1)      Text of a press release by the Registrant  dated August
                         23, 1999.


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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/  MARK S. ZEIDMAN
                                    --------------------------------------------
                                             Mark S. Zeidman
                                             Senior Vice President and
                                             Chief Financial Officer



Date:   August 24, 1999



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<PAGE>


                                INDEX TO EXHIBIT



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

     99        The news  release of the  Registrant  dated August 23,      5
               1999,  announcing  the  declaration of a cash dividend
               of  $0.82  per  share to  shareholders  of  record  on
               August  30,  1999,  payable  on  the  earlier  of  the
               closing  of the  previously  announced  merger  of the
               Registrant   with  Ocwen   Financial   Corporation  or
               November 8, 1999.



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================================================================================
[GRAPHIC OMITTED]                         OCWEN ASSET INVESTMENT CORP.

================================================================================
FOR IMMEDIATE RELEASE                     FOR FURTHER INFORMATION, CONTACT:
                                          A. RICHARD HURWITZ
                                          VP, CORPORATE COMMUNICATIONS

                                          T: (561) 682-8575
                                          E: [email protected]

                          OCWEN ASSET INVESTMENT CORP.
                           DECLARES 1998 REIT DIVIDEND

WEST PALM BEACH, FL - (August 23, 1999) Ocwen Asset Investment Corp., a publicly
traded real estate  investment  trust (NYSE:  OAC),  today announced that it has
declared a cash dividend of $0.82 per share to  shareholders of record on August
30,  1999,  payable on the  earlier of the closing of the  previously  announced
merger of OAC with Ocwen Financial  Corporation (NYSE: OCN) or November 8, 1999.
Payment of this  dividend  was  previously  deferred by the  Company's  Board of
Directors in December 1998.

Ocwen Asset Investment  Corp., a 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.  Additional  information  about Ocwen Asset  Investment Corp. is
available at www.ocwen.com - OAC.

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  "BELIEVE,"
"EXPECT," 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,
THE ABILITY OF OCWEN FINANCIAL AND OAC TO CONSUMMATE THE MERGER, SATISFACTION OR
FULFILLMENT  OF AGREED  UPON TERMS AND  CONDITIONS  OF  CLOSING OR  PERFORMANCE,
ABILITY TO REPAY OR REFINANCE  INDEBTEDNESS  (AT MATURITY OR UPON  ACCELERATION)
sAND THE  MARKET PRICES OF THE  COMMON  STOCK OF OCWEN  FINANCIAL  AND OAC.  FOR
ADDITIONAL FACTORS THAT MAY IMPACT  FORWARD-LOOKING  STATEMENTS IN THIS DOCUMENT
OR OTHER FORWARD-LOOKING  STATEMENTS MADE BY OAC FROM TIME TO TIME, PLEASE REFER
TO EXHIBIT 99.2 TO OAC'S MOST RECENT  ANNUAL  REPORT ON FORM 10-K FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION.


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