UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JULY 25, 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)
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ITEM 5. OTHER EVENTS.
On July 25, 1999, the Registrant entered into a definitive agreement
that contemplates that the Registrant would merge (the "Merger") with an
indirect subsidiary of Ocwen Financial Corporation, a Florida corporation
("OCN"). The terms of the Merger are set forth in an Agreement of Merger (the
"Merger Agreement") dated as of July 25, 1999, among OCN, Ocwen Acquisition
Company, a Virginia corporation and a wholly owned subsidiary of OCN, and the
Registrant. In the Merger, each share of the Registrant's common stock, par
value $.01 per share (other that OAC Common Shares held by OCN and its
subsidiaries), will be converted into 0.71 of a share of OCN's common stock, par
value $.01 per share ("OCN Common Shares"). Upon consummation of the Merger, the
Registrant will be indirectly wholly owned by OCN. The Board of Directors of OCN
and the Board of Directors of the Registrant unanimously approved the Merger at
their respective meetings held on July 25, 1999. A Special Committee consisting
of the independent directors of the Registrant recommended the transaction to
the Board of Directors of the Registrant.
Consummation of the Merger is subject to various conditions, including:
(i) receipt of approval by the shareholders of each the Registrant and OCN of
appropriate matters relating to the Merger Agreement and the Merger; (ii) the
expiration or termination of applicable waiting periods and the receipt of
requisite regulatory approvals from federal regulatory authorities; (iii)
registration of the OCN Common Shares to be issued in the Merger under the
Securities Act of 1933, as amended (the "Securities Act"); and (iv) satisfaction
of certain other conditions.
Appropriate matters relating to the Merger Agreement and the
transactions contemplated thereby will be submitted for approval at the meetings
of the shareholders of each of OCN and the Registrant. It is contemplated that
OCN will register under the Securities Act the OCN Common Shares to be issued in
the Merger. Such OCN Common Shares will be offered to the Registrant
shareholders pursuant to a prospectus that will also serve as a joint proxy
statement for the shareholders' meetings.
The foregoing summary of the Merger Agreement is qualified in its
entirety by reference to the text of the Merger Agreement, a copy of which is
filed as Exhibit 2.1 hereto and which is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) -- (b) Not applicable.
(c) EXHIBITS.
2.1 Agreement of Merger dated as of July 25, 1999 among OCN,
Ocwen Acquisition Company and the Registrant.
(Incorporated by reference to Exhibit 2.1 to OCN's
Current Report on Form 8-K filed with the Commission on
July 26, 1999.)
99.1 Text of a press release issued by the Registrant dated
July 26, 1999.
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SIGNATURE
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)
DATE: July 26, 1999 By: /S/ MARK S. ZEIDMAN
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Name: Mark S. Zeidman
Title: Senior Vice President and
Chief Financial Officer
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<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
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99.1 Text of a press release issued by the Registrant
dated July 26, 1999.
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[GRAPHIC OMITTED] OCWEN ASSET INVESTMENT CORP.
[OCWEN LOGO]
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FOR IMMEDIATE RELEASE FOR FURTHER INFORMATION, CONTACT:
A. RICHARD HURWITZ
VP, CORPORATE COMMUNICATIONS & MARKETING
T: (561) 682-8575
E: [email protected]
OCWEN ASSET INVESTMENT CORP. ACCEPTS
OCWEN FINANCIAL CORPORATION'S MERGER PROPOSAL
WEST PALM BEACH, FL - (July 26, 1999) Ocwen Asset Investment Corp., a publicly
traded real estate investment trust (NYSE: OAC), announced today that it has
signed a definitive merger agreement with Ocwen Financial Corporation (NYSE:
OCN), providing for Ocwen Financial to acquire OAC for 0.71 shares of Ocwen
Financial common stock for each outstanding share of OAC common stock (other
than those OAC shares owned by Ocwen Financial or its subsidiaries). This
exchange ratio represents a $5.50 price per share or an approximate 19 percent
premium to the closing price of $4 5/8 for OAC common stock on July 23, 1999,
based on the closing price of $7 3/4 for Ocwen Financial common on that date.
The merger agreement contemplates that, except in certain circumstances, OAC
would declare and set a record date for the final 1998 dividend required for
OAC to maintain its status as a REIT under the federal tax provisions prior to
the consummation of the merger. The final 1998 dividend has been deferred by
the Board of Directors of OAC and is expected to be approximately $15.5
million, or $0.82 per share. There can be no assurance, however, as to whether
or when that dividend will actually be paid. The merger, which is structured
to be taxable to the OAC shareholders, is expected to close in the fourth
quarter of 1999, subject to antitrust approvals and the approval of the
shareholders of each of Ocwen Financial and OAC.
OAC has 18,965,000 shares of common stock outstanding, of which Ocwen
Financial and certain of its affiliates hold 1,540,000, or approximately 8.1
percent. In addition, a wholly-owned subsidiary of Ocwen Financial holds
1,808,733 units of Ocwen Partnership, L.P., the operating partnership through
which OAC conducts most of its business.
A wholly-owned subsidiary of Ocwen Financial is the manager of OAC, and one
director and executive officer of Ocwen Financial is a member of the Board of
Directors and an executive officer of OAC. Because of these relationships, a
Special Committee consisting of OAC's two independent directors considered
Ocwen Financial's proposal and negotiated the terms of the definitive merger
agreement. The Special Committee unanimously recommended the transaction to
the Board of Directors.
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) AND 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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