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): October 7, 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 of File Number) Identification No.)
organization)
1675 Palm Beach Lakes Boulevard
West Palm Beach, Florida 33401
(Address of principal executive offices) (Zip Code)
(561) 682-8000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On October 7, 1999, Ocwen Financial Corporation, a Florida corporation
("Ocwen Financial"), completed the acquisition of Ocwen Asset Investment Corp.,
a Virginia corporation ("OAC"), in accordance with the Agreement of Merger (the
"Merger Agreement") dated as of July 25, 1999 among Ocwen Financial, Ocwen
Acquisition Company, a Virginia corporation and an indirect wholly-owned
subsidiary of Ocwen Financial ("Acquisition Sub"), and OAC and the related plan
of merger (the "Plan of Merger").
Pursuant to the terms of the Merger Agreement and the Plan of Merger,
Acquisition Sub was merged with and into OAC (the "Merger"), whereupon the
separate corporate existence of Acquisition Sub ceased and OAC continued as the
surviving corporation.
Under the terms of the Merger Agreement, each outstanding share (other
than those held by Ocwen Financial and its wholly-owned subsidiaries) of common
stock, par value $.01 per share, of OAC was converted into the right to receive
0.71 of a share of Ocwen Financial's common stock, par value $.01 per share.
The other information required by this item has been previously
reported by OAC and is included or incorporated by reference in the Joint Proxy
Statement dated August 27, 1999 of Ocwen Financial and OAC (the "Proxy
Statement") relating to the Special Meeting of Shareholders of OAC held on
October 7, 1999.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Exhibits.
2.1 Agreement of Merger dated as of July 25, 1999 among Ocwen
Financial, Acquisition Sub and OAC (incorporated by reference
to Exhibit 2.1 to Ocwen Financial's Current Report on Form 8-K
dated July 25, 1999).
2.2 Plan of Merger among Ocwen Financial, Acquisition Sub and OAC
(incorporated by reference to Annex II to the Proxy Statement).
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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.
DATE: October 12, 1999 By: /s/ Mark S. Zeidman
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Mark S. Zeidman
Senior Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit No. Description
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2.1 Agreement of Merger dated as of July 25, 1999 among Ocwen
Financial, Acquisition Sub and OAC (incorporated by reference to
Exhibit 2.1 to Ocwen Financial's Current Report on Form 8-K
dated July 25, 1999).
2.2 Plan of Merger among Ocwen Financial, Acquisition Sub and OAC
(incorporated by reference to Annex II to the Proxy Statement).
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