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): APRIL 16, 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 Ocwen Asset Investment Corp., dated April 16, 1999,
announcing receipt of a proposal from Ocwen Financial Corporation regarding a
business combination and postponement of Ocwen Asset Investment Corp.'s 1999
Annual Meeting of Shareholders, 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) News release of Ocwen Asset Investment Corp. dated April 16, 1999.
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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: April 16, 1999
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INDEX TO EXHIBIT
EXHIBIT NO. DESCRIPTION PAGE
99 News release of Ocwen Asset Investment Corp. 5
dated April 16, 1999.
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[GRAPHIC LOGO OMITTED] OCWEN ASSET INVESTMENT CORP.
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FOR IMMEDIATE RELEASE FOR FURTHER INFORMATION, CONTACT:
A. RICHARD HURWITZ
VP, CORPORATE COMMUNICATIONS & MARKETING
T: (561) 682-8575
F: (561) 682-8177 or e-mail:[email protected]
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OCWEN ASSET INVESTMENT CORP. ANNOUNCES
RECEIPT OF PROPOSAL FROM OCWEN FINANCIAL CORPORATION
REGARDING BUSINESS COMBINATION AND
POSTPONEMENT OF 1999 ANNUAL SHAREHOLDERS MEETING
WEST PALM BEACH, FL - (April 16, 1999) Ocwen Asset Investment Corp., a publicly
traded REIT (NYSE: OAC), announced today that it received a proposal from Ocwen
Financial Corporation (NYSE: OCN) regarding a possible business combination
between Ocwen Financial and Ocwen Asset Investment Corp. In addition, OAC
announced the postponement of its 1999 Annual Meeting of Shareholders originally
scheduled for May 12, 1999.
PROPOSAL TERMS
Under Ocwen Financial's proposal, a newly-formed subsidiary would merge into OAC
in a taxable transaction, and each outstanding share of common stock of OAC
(other than those owned by Ocwen Financial or its subsidiaries) would be
converted at a fixed ratio into 0.57 shares of common stock of Ocwen Financial.
The closing price of OAC common stock on the New York Stock Exchange on April
15, 1999 was $4.00, and the closing price of Ocwen Financial common stock on the
New York Stock Exchange on that date was $9.125. Ocwen Financial has indicated
that its proposal requires OAC to pay its final 1998 dividend (which has been
deferred by the Board of Directors of OAC and is expected to range from $14.6
million, or $0.77 per share, to $16.1 million, or $0.85 per share) prior to the
consummation of the proposed transaction between Ocwen Financial and OAC. There
can be no assurance, however, as to whether or when that dividend will actually
be paid. Ocwen Financial's proposal is subject to, among other things, the
satisfactory negotiation of final terms of an acquisition agreement. There can
be no assurance that the parties will agree to final terms or that any possible
business combination will be consummated. Consummation of Ocwen Financial's
proposal would be subject to approval by the OAC shareholders.
SPECIAL COMMITTEE
OAC's Board of Directors intends to appoint a Special Committee consisting of
three independent directors to consider Ocwen Financial's proposal. The Special
Committee will have authority to retain independent financial advisors and legal
counsel.
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Ocwen Asset Investment Corp.
Business Combination and
Postponement of Annual Shareholders Meeting
April 16, 1999
OAC has approximately 18,965,000 shares of common stock outstanding, of which
Ocwen Financial and certain of its subsidiaries and officers hold 1,653,300, or
approximately 8.7 percent. In addition, OAC has outstanding $143.0 million
aggregate principal amount of 11 1/2% Redeemable Notes due 2005, which contain
change of control provisions that require OAC under certain circumstances to
repurchase all outstanding Notes at a purchase price equal to 101 percent of the
principal amount thereof, plus accrued and unpaid interest. OAC does not believe
that consummation of the proposed transaction between Ocwen Financial and OAC
described above would trigger OAC's obligation to repurchase these Notes.
A wholly-owned subsidiary of Ocwen Financial is the manager of OAC, and one
director and one executive officer of Ocwen Financial are members of the Board
of Directors of OAC.
POSTPONEMENT OF 1999 ANNUAL MEETING OF SHAREHOLDERS
OAC has announced the postponement of its 1999 Annual Meeting of Shareholders
originally scheduled to take place on May 12, 1999, pending the Special
Committee's analysis of Ocwen Financial's proposal. As previously announced, the
OAC shareholders were to consider a proposal to terminate OAC's status as a REIT
at the previously scheduled May meeting.
OAC is a real estate investment trust (commonly known as a REIT) headquartered
in West Palm Beach, Florida. OAC has invested historically in underperforming
commercial real estate, subordinate commercial mortgage-backed securities, and
subordinate and residual residential mortgage-backed securities.
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 "ANTICIPATE,"
"ESTIMATE," "EXPECT," "WILL," 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, OAC'S RESPONSE TO OCWEN FINANCIAL'S PROPOSAL TO
OAC, THE RESULTS OF ANY NEGOTIATIONS BETWEEN OCWEN FINANCIAL AND OAC, ANY
COMPETING PROPOSALS FROM THIRD PARTIES, THE ABILITY OF OCWEN FINANCIAL AND OAC
TO CONSUMMATE ANY POSSIBLE BUSINESS COMBINATION TO WHICH THE PARTIES AGREE 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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