<PAGE>
[OCWEN FINANCIAL CORPORATION LETTERHEAD]
May 2, 1997
Dear Stockholder:
On behalf of the Board of Directors I cordially invite you to attend the
Annual Meeting of Stockholders of Ocwen Financial Corporation, which will be
held at the offices of the Company located at 1675 Palm Beach Lakes Boulevard,
West Palm Beach, Florida 33401, on Tuesday, May 27, 1997 at 9:00 a.m., local
time. The matters to be considered by stockholders at the Annual Meeting are
described in detail in the accompanying materials.
IT IS VERY IMPORTANT THAT YOU BE REPRESENTED AT THE ANNUAL MEETING
REGARDLESS OF THE NUMBER OF SHARES YOU OWN OR WHETHER YOU ARE ABLE TO ATTEND THE
MEETING IN PERSON. Let me urge you to mark, sign and date your proxy card today
and return it in the envelope provided, even if you plan to attend the Annual
Meeting. This will not prevent you from voting in person, but will ensure that
your vote is counted if you are unable to attend.
Your continued support of and interest in Ocwen Financial Corporation are
sincerely appreciated.
Sincerely,
William C. Erbey
Chairman, President and
Chief Executive Officer
<PAGE>
OCWEN FINANCIAL CORPORATION
1675 Palm Beach Lakes Boulevard
West Palm Beach, Florida 33401
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 27, 1997
NOTICE IS HEREBY GIVEN, that the Annual Meeting of Stockholders of Ocwen
Financial Corporation (the "Company") will be held at the offices of the Company
located at 1675 Palm Beach Lakes Boulevard, West Palm Beach, Florida 33401 on
Tuesday, May 27, 1997, at 9:00 a.m., local time, for the following purposes:
1. To elect five directors for a one-year term and until their
successors are elected and qualified;
2. To ratify the appointment of Price Waterhouse LLP as independent
auditors of the Company for the fiscal year ending December 31, 1997; and
3. To transact such other business as may properly come before the
meeting or any adjournment thereof. Management is not aware of any other
such business.
The Board of Directors has fixed April 15, 1997 as the voting record date
for the determination of stockholders entitled to notice of and to vote at the
Annual Meeting and at any adjournment thereof. Only stockholders of record at
the close of business on that date will be entitled to vote at the Annual
Meeting or any adjournment thereof.
By Order Of The Board Of Directors
John R. Erbey
Secretary
May 2, 1997
<PAGE>
OCWEN FINANCIAL CORPORATION
------------------------
PROXY STATEMENT
------------------------
ANNUAL MEETING OF STOCKHOLDERS
This Proxy Statement is being furnished to holders of the common stock, par
value $.01 per share ("Common Stock"), of Ocwen Financial Corporation, a Florida
corporation ("Ocwen" or the "Company"). Proxies are being solicited on behalf of
the Board of Directors of the Company to be used at the Annual Meeting of
Stockholders (the "Annual Meeting") to be held at the offices of the Company
located at 1675 Palm Beach Lakes Boulevard, West Palm Beach, Florida 33401, on
Tuesday, May 27, 1997 at 9:00 a.m., local time, and at any adjournment thereof,
for the purposes set forth in the Notice of Annual Meeting of Stockholders. This
Proxy Statement and the accompanying Revocable Proxy ("Proxy") are first being
mailed to stockholders on or about May 2, 1997.
The Proxy solicited hereby, if properly signed and returned to the Company
and not revoked prior to its use, will be voted in accordance with the
instructions contained therein. If no contrary instructions are given, each
Proxy received will be voted (i) for the nominees for director described herein;
(ii) for the appointment of Price Waterhouse LLP as independent auditors for
1997; and (iii) upon the transaction of such other business as may properly come
before the meeting, in accordance with the best judgment of the person or
persons appointed as proxies.
Any stockholder giving a Proxy has the power to revoke it at any time before
it is exercised by (i) filing written notice thereof with the Secretary of the
Company (John R. Erbey, Secretary, Ocwen Financial Corporation, 1675 Palm Beach
Lakes Boulevard, West Palm Beach, Florida 33401); (ii) submitting a properly
executed Proxy bearing a later date; or (iii) appearing at the Annual Meeting
and giving the Secretary notice of his or her intention to vote in person.
Proxies solicited hereby may be exercised only at the Annual Meeting and any
adjournment thereof and will not be used for any other meeting.
VOTING
Only holders of record of Common Stock at the close of business on April 15,
1997 (the "Voting Record Date") will be entitled to vote at the Annual Meeting
or any adjournment thereof. On the Voting Record Date, there were 26,799,511
shares of Common Stock issued and outstanding, and the Company had no other
class of equity securities outstanding. Each share of Common Stock is entitled
to one vote at the Annual Meeting on all matters properly presented thereat.
The five persons receiving the greatest number of votes of the Common Stock
shall be elected as directors of the Company. Assuming the presence of a quorum,
the proposal to ratify the appointment of Price Waterhouse LLP as the Company's
independent auditors for 1997 and any other matter properly submitted to
stockholders for their consideration at the Annual Meeting (other than the
election of directors) shall be approved if the votes cast by the holders of the
shares represented at the Annual Meeting and entitled to vote on the subject
matter favoring the action exceed the votes cast opposing the action.
With regard to the election of directors, stockholders may vote in favor of
or withhold authority to vote for one or more nominees for director. Votes that
are withheld in connection with the election of one or more nominees for
director will not be counted as votes cast for such individuals and accordingly
will have no effect. Abstentions may be specified on all other proposals.
Abstentions will not be counted in determining the votes cast in connection with
the proposal to ratify the appointment of the Company's auditors and thus will
have no effect on such proposal.
All of the proposals of the Company described herein are considered
"discretionary" items upon which brokerage firms may vote in their discretion on
behalf of their clients if such clients have not furnished voting instructions
within ten days of the Annual Meeting.
<PAGE>
ELECTION OF DIRECTORS
(PROPOSAL ONE)
The Company's Bylaws provide that the Board of Directors of the Company
shall be comprised of between three and seven members, with the exact number to
be fixed by the Board of Directors. The Board of Directors of the Company
currently is comprised of four members. On March 21, 1997, the Board of
Directors increased the number of members of the Board of Directors to five
effective at the Annual Meeting. Therefore, five directors will be elected at
the Annual Meeting to serve until the Company's next Annual Meeting and until
their successors are elected and qualified. The Nominating and Compensation
Committee of the Board of Directors has selected five nominees, four of whom are
the current directors of the Company.
There are no arrangements or understandings between the persons named and
any other person pursuant to which such person was selected as a nominee.
William C. Erbey, Chairman of the Board, President and Chief Executive Officer,
and John R. Erbey, Managing Director and Secretary, are brothers. Otherwise, no
director is related to any other director or executive officer of the Company by
blood, marriage or adoption.
If any person named as nominee should be unable or unwilling to stand for
election at the time of the Annual Meeting, the person or persons appointed as
proxies will nominate and vote for a replacement nominee or nominees recommended
by the Board of Directors. At this time, the Board of Directors knows of no
reason why any of the nominees listed below may not be able to serve as director
if elected.
DIRECTORS AND NOMINEES
The following table sets forth certain information concerning the five
nominees for director.
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE(1) SINCE
- ---------------------------------------------------------------------------- ----------- -----------
<S> <C> <C>
William C. Erbey............................................................ 47 1988
Hon. Thomas F. Lewis........................................................ 72 --
W.C. Martin................................................................. 48 1996
Howard H. Simon............................................................. 56 1996
Barry N. Wish............................................................... 55 1988
</TABLE>
- ------------------------
(1) As of April 1, 1997
WILLIAM C. ERBEY--Mr. Erbey has served as President and Chief Executive
Officer of the Company since January 1988, as Chief Investment Officer of the
Company since January 1992, and as Chairman of the Board of Directors of the
Company since September 1996. Mr. Erbey has served as Chairman of the Board of
Ocwen Federal Bank FSB ("Ocwen Federal" or the "Bank"), a subsidiary of the
Company, since February 1988 and as President and Chief Executive Officer of
Ocwen Federal since June 1990. From 1983 to 1995, he served as a Managing
General Partner of The Oxford Financial Group ("Oxford"), a private investment
company, in charge of merchant banking. From 1975 to 1983, he served at General
Electric Capital Corporation ("GECC") in various capacities, most recently as
President and Chief Operating Officer of General Electric Mortgage Insurance
Corporation, a subsidiary of the General Electric Company engaged in the
mortgage insurance business. Mr. Erbey also served as program general manager of
GECC's Commercial Financial Services Department and its subsidiary Acquisition
Funding Corporation.
HON. THOMAS F. LEWIS--Mr. Lewis served as a United States Congressman,
representing the 12th District of Florida from 1983 to 1995. Prior to 1983, Mr.
Lewis served in the House and Senate of the Florida State Legislature at various
times. Mr. Lewis is a principal of Lewis Properties, Vice President of Marian V.
Lewis Real Estate and Investments and a director of T&M Ranch & Nursery. In
addition,
2
<PAGE>
Mr. Lewis serves as a United States delegate to the North Atlantic Treaty
Organization and as a member of the Presidents Advisory Commission on Global
Trade Policies. He also is a member of the Economic Council of Palm Beach
County.
W.C. MARTIN--Mr. Martin has served as a director of the Company since July
1996. Since 1982, Mr. Martin has been associated with Holding Capital Group
("HCG") and has been engaged in the acquisition and turnaround of businesses in
a broad variety of industries. Since March 1993, Mr. Martin has served as
President and Chief Executive Officer of Solitron Vector Microwave Products,
Inc., a company he formed along with other HCG investors to acquire the assets
of the former Microwave Division of Solitron Devices, Inc. He has served as a
director of Ocwen Federal since 1996. Prior to 1982, Mr. Martin was a manager in
Touche Ross & Company's Management Consulting Division, and prior to that he
held positions in financial management with Chrysler Corporation.
HOWARD H. SIMON--Mr. Simon has served as a director of the Company since
July 1996. Mr. Simon is the Managing Director of Simon, Master & Sidlow, P.A., a
certified public accounting firm which Mr. Simon founded in 1978 and which is
based in Wilmington, Delaware. He has served as a director of Ocwen Federal
since 1987. Mr. Simon is a past Chairman and current member of the Board of
Directors of CPA Associates International, Inc. Prior to 1978, Mr. Simon was a
Partner of Touche Ross & Company.
BARRY N. WISH--Mr. Wish has served as Chairman, Emeritus of the Board of
Directors of the Company since September 1996, and he previously served as
Chairman of the Board from January 1988 to September 1996. He has served as a
director of Ocwen Federal since February 1988. From 1983 to 1995, Mr. Wish
served as a Managing General Partner of Oxford, which he founded. From 1979 to
1983, he was a Managing General Partner of Walsh, Greenwood, Wish & Co., a
member firm of the New York Stock Exchange. Prior to founding that firm, Mr.
Wish was a Vice President and shareholder of Kidder, Peabody & Co., Inc.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR APPROVAL OF THE
NOMINEES FOR DIRECTOR.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
(PROPOSAL TWO)
The Board of Directors of the Company has appointed Price Waterhouse LLP,
independent certified public accountants, to be the Company's independent
auditors for the year ending December 31, 1997, and has further directed that
the selection of auditors be submitted for ratification by the stockholders at
the Annual Meeting.
Representatives of Price Waterhouse LLP will be present at the Annual
Meeting and will be given the opportunity to make a statement, if they so
desire, and will be available to respond to appropriate questions from
stockholders.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE APPOINTMENT
OF PRICE WATERHOUSE LLP AS INDEPENDENT AUDITORS FOR 1997.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth certain information regarding the beneficial
ownership of the Common Stock as of the date indicated by (i) each director,
nominee for director and named executive officer of the Company, (ii) all
directors, nominees for director and current executive officers of the Company
as a group and (iii) all persons known by the Company to own beneficially 5% or
more of the outstanding Common Stock. The table is based upon information
supplied to the Company by directors, officers and principal stockholders. Other
than Mr. Harold Price, whose address is 2450 Presidential Way, #1806, West Palm
3
<PAGE>
Beach, Florida 33401, the address for each of the individuals named below is the
same as that of the Company.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
AS OF
DECEMBER 31, 1996
---------------------------
<S> <C> <C>
NAME OF BENEFICIAL OWNER AMOUNT(1) PERCENT(1)
- -------------------------------------------------------------------- ------------ -------------
Harold Price........................................................ 1,721,549(2) 6.4%
Directors and executive officers:
William C. Erbey.................................................. 9,853,671(3) 36.8%
Barry N. Wish..................................................... 5,054,117(4) 18.9%
Hon. Thomas F. Lewis.............................................. -- *
W.C. Martin....................................................... 801 *
Howard H. Simon................................................... 801 *
John R. Barnes.................................................... 105,400(5) *
John R. Erbey..................................................... 1,020,980(6) 3.8%
Robert E. Koe..................................................... 40,350(7) *
Christine A. Reich................................................ 267,150(8) 1.0%
All directors, nominees for director and executive officers as a
group (11 persons)............................................ 16,373,450(9) 61.0%
</TABLE>
- ------------------------
* Less than 1%
(1) For purposes of this table, pursuant to rules promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), an
individual is considered to beneficially own any shares of Common Stock if
he or she directly or indirectly has or shares: (i) voting power, which
includes the power to vote or to direct the voting of the shares, or (ii)
investment power, which includes the power to dispose or direct the
disposition of the shares. Unless otherwise indicated, (i) an individual has
sole voting power and sole investment power with respect to the indicated
shares and (ii) individual holdings amount to less than 1% of the
outstanding shares of common stock.
(2) Includes 1,436,990 shares held by HAP Investment Partnership, the partners
of which are Harold Price and his spouse. Mr. and Mrs. Price share voting
and dispositive power with respect to the shares owned by HAP Investment
Partnership. Also includes 284,559 shares held by Mr. Price as nominee for
various trusts for the benefit of members of his family.
(3) Includes 6,848,790 shares held by FF Plaza Partners, a Delaware partnership
of which the partners are William C. Erbey, his spouse, E. Elaine Erbey, and
Delaware Permanent Corporation, a corporation wholly owned by William C.
Erbey. Mr. and Mrs. William C. Erbey share voting and dispositive power with
respect to the shares owned by FF Plaza Partners. Also includes 3,004,080
shares held by Erbey Holding Corporation, a corporation wholly owned by
William C. Erbey.
(4) Includes 4,807,480 shares held by Wishco, Inc., a corporation controlled by
Barry N. Wish pursuant to his ownership of 93.0% of the common stock
thereof; 175,970 shares held by B.N.W. Partners, a Delaware partnership of
which the partners are Mr. Wish and B.N.W., Inc., a corporation wholly owned
by Mr. Wish; and 70,000 shares held by the Barry Wish Family Foundation,
Inc., a charitable foundation of which Mr. Wish is a director.
(5) Includes 83,250 shares held by a partnership controlled by Mr. Barnes. Also
includes options to acquire 22,150 shares of Common Stock which were
exercisable at or within 60 days of December 31, 1996.
(6) Includes 953,665 shares held by John R. Erbey Family Limited Partnership, a
Georgia limited partnership whose general partner is a corporation wholly
owned by John R. Erbey and whose limited
4
<PAGE>
partners consists of John R. Erbey, his spouse and children. Also includes
options to acquire 44,500 shares of Common Stock which were exercisable at
or within 60 days of December 31, 1996.
(7) Does not include 5,050 shares held by Mr. Koe's son and daughter.
(8) Includes 222,650 shares held by CPR Family Limited Partnership, a Georgia
limited partnership whose general partner is a corporation wholly owned by
Christine A. Reich and whose limited partners are Christine A. Reich and her
spouse. Also includes options to acquire 44,500 shares of Common Stock which
were exercisable at or within 60 days of December 31, 1996.
(9) Includes options to acquire 113,690 shares of Common Stock which were
exercisable at or within 60 days of December 31, 1996.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's executive officers
and directors, and persons who own more than 10% of the Common Stock, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission ("SEC"). Officers, directors and greater than 10% stockholders are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file.
To the Company's knowledge, based solely upon review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, all Section 16(a) filing requirements applicable to its
officers, directors and greater than 10% stockholders were complied with other
than as follows: Robert E. Koe filed late Form 4s to report acquisitions of
shares of Common Stock on November 14, 1996 and September 30, 1996; Barry N.
Wish filed a late Form 4 to report the sale of shares of Common Stock on
September 30, 1996; and each of John R. Barnes, Rory A. Brown, a former
executive officer of the Company, John R. Erbey, William C. Erbey, Robert E.
Koe, William C. Martin, Christine A. Reich, Howard H. Simon, Stephen C. Wilhoit,
a former executive officer of the Company, and Barry N. Wish filed late an
initial report of beneficial ownership on Form 3.
5
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table discloses compensation received by the Company's chief
executive officer and the four other most highly paid directors and executive
officers of the Company for the years indicated.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION AWARDS
----------------------------------- ----------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
NUMBER OF
SECURITIES
RESTRICTED UNDERLYING ALL OTHER
NAME AND POSITION YEAR SALARY($) BONUS($)(1) STOCK AWARDS OPTIONS(#)(2) COMPENSATION
- --------------------------------------- --------- ---------- ------------ ----------------- ------------ -------------
William C. Erbey,...................... 1996 $ 150,000 $ 650,000 -- 115,790 $ 3,000(3)
Chairman of the Board, 1995 150,000 -- -- -- 3,000(3)
Chief Executive 1994 150,000 1,171,675 -- 269,400 3,000(3)
Officer and President
John R. Erbey,......................... 1996 150,000 525,000 -- 89,474 3,000(3)
Managing Director 1995 150,000 50,000 -- 44,500 3,000(3)
and Secretary 1994 150,000 800,000 -- 175,970 3,000(3)
Robert E. Koe,......................... 1996 75,000(4) 250,000(4) -- 31,579(4) 7,973(4)
Managing Director
Christine A. Reich,.................... 1996 150,000 487,500 -- 81,579 3,000(3)
Managing Director and Chief 1995 150,000 50,000 -- 44,500 3,000(3)
Financial Officer 1994 147,917 487,500 -- 97,410 3,000(3)
John R. Barnes......................... 1996 125,000 212,500 -- 23,684 3,000(3)
Senior Vice President 1995 125,000 100,000 -- 22,240 3,000(3)
1994 113,542 206,250 -- 26,720 3,000(3)
</TABLE>
- ------------------------
(1) The indicated bonuses were paid in the first quarter of the following year
for services rendered in the year indicated.
(2) Consists of options granted pursuant to the Ocwen Stock Option Plan which,
in accordance with their terms, provide recipients with the option to
purchase shares of Common Stock.
(3) Consists of contributions by the Company pursuant to the Ocwen Financial
Corporation 401(k) Savings Plan.
(4) The indicated compensation amounts are applicable to the period of July 1,
1996 through December 31, 1996, the period during which Mr. Koe served as a
Managing Director. Mr. Koe received other compensation of $7,943 related to
reimbursement of relocation expenses as well as $7,000 in director fees
related to the period from January 1, 1996 through June 30, 1996, during
which Mr. Koe served as a director of Ocwen Federal but not as an employee
of the Company.
OCWEN ANNUAL INCENTIVE PLAN
Since 1990, Ocwen has maintained an annual incentive plan for the management
and other salaried employees of Ocwen and its subsidiaries. The plan provides
the participants with bonuses each year paid from a pool based upon Ocwen's
consolidated operating income for that year. Accordingly, the plan provides
management and other personnel with a significant incentive to contribute to
Ocwen's financial success by allowing them to share in a portion of the
consolidated operating income of Ocwen and its subsidiaries.
The aggregate bonus pool payable under the plan may not exceed 20% of income
before taxes and incentive awards of Ocwen plus pre-tax equivalent income
generated by tax advantaged investments. The
6
<PAGE>
plan is administered by the President of Ocwen and may be amended or terminated
at any time by the Ocwen Board of Directors.
Incentive awards are paid to participants following the end of each fiscal
year after the determination of Ocwen's income. Incentive awards may be paid in
cash or in any other form approved by Ocwen's Board of Directors. Since 1990,
certain executive officers and other eligible participants have received a
portion of their annual incentive award in the form of options to acquire Common
Stock of Ocwen pursuant to the Ocwen Stock Option Plan.
OCWEN STOCK OPTION PLAN
Ocwen maintains a non-qualified stock option plan which is designed to
advance the interests of Ocwen, its subsidiaries (including Ocwen Federal) and
Ocwen's stockholders by affording certain officers and other key employees of
Ocwen, Ocwen Federal and other Ocwen subsidiaries an opportunity to acquire or
increase their proprietary interests in Ocwen by granting such persons options
to acquire Common Stock. A total of 6,388,550 shares of Common Stock were
authorized for issuance at December 31, 1996 under the Ocwen Stock Option Plan.
As of December 31, 1996, options to acquire 260,090 shares of Common Stock were
outstanding under the Ocwen Stock Option Plan. In addition, options to acquire
573,686 shares of Common Stock were granted in January 1997 for services
rendered in 1996. Options granted pursuant to the Ocwen Stock Option Plan
frequently have had exercise prices which are at a substantial discount to the
book value and market value of the Common Stock. At December 31, 1996, the
average exercise price of the outstanding options granted under the Ocwen Stock
Option Plan was $16.89 and the market value per share of Common Stock was
$26.75.
The Ocwen Stock Option Plan currently is administered and interpreted by
either the Board of Directors of Ocwen or, to the extent authority is delegated,
the Nominating and Compensation Committee thereof.
OPTION GRANTS FOR 1996
The following table provides information relating to option grants made
pursuant to the Ocwen Stock Option Plan in January 1997 to the individuals named
in the Summary Compensation Table for services rendered in 1996.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------------------------------------
PERCENT
OF
SECURITIES
NUMBER OF UNDERLYING
SECURITIES TOTAL MARKET VALUE PER
UNDERLYING OPTIONS SHARE OF OCWEN
OPTIONS GRANTED TO EXERCISE COMMON STOCK AT EXPIRATION
NAME GRANTED#)(1)(2) EMPLOYEES(2) PRICE ($/SH) DECEMBER 31, 1996 DATE
- --------------------------------------------- --------------- ------------ ------------ ----------------- ----------
<S> <C> <C> <C> <C> <C>
William C. Erbey............................. 115,790 20.2% $22.00 $26.75 2007
John R. Erbey................................ 89,474 15.6 22.00 26.75 2007
Robert E. Koe................................ 31,579 5.5 22.00 26.75 2007
Christine A. Reich........................... 81,579 14.2 22.00 26.75 2007
John R. Barnes............................... 23,684 4.1 22.00 26.75 2007
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
ASSUMED RATES OF STOCK
PRICE APPRECIATION FOR OPTION
TERM(3)
--------------------------------
NAME 0%($) 5%($) 10%($)
- --------------------------------------------- -------- ---------- ----------
<S> <C> <C> <C>
William C. Erbey............................. $550,003 $2,497,590 $5,486,130
John R. Erbey................................ 425,002 1,929,954 4,239,278
Robert E. Koe................................ 150,000 681,159 1,496,213
Christine A. Reich........................... 387,500 1,759,659 3,865,213
John R. Barnes............................... 112,499 510,864 1,122,148
</TABLE>
- ------------------------
(1) All options are to purchase shares of Common Stock and vest and become
exercisable in January 1998.
(2) Indicated grants were made in January 1997 for services rendered in 1996.
The percentage of securities underlying these options to the total number of
securities underlying all options granted to employees of the Company is
based on options to purchase a total of 573,686 shares of Common Stock
granted to employees of the Company under the Ocwen Stock Option Plan in
January 1997.
(3) Assumes future prices of shares of Common Stock of $26.75, $43.57 and $69.38
at compounded rates of return of 0%, 5% and 10%, respectively.
7
<PAGE>
AGGREGATED OPTION EXERCISES IN 1996 AND YEAR-END OPTION VALUES
The following table provides information relating to option exercises in
1996 by the individuals named in the Summary Compensation Table and the value of
each such individual's unexercised options at December 31, 1996.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
NUMBER OF OPTIONS AT OPTIONS AT
SHARES DECEMBER 31, 1996 (1) DECEMBER 31, 1996 (2)
ACQUIRED VALUE -------------------------- --------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------------- -------------- ------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
William C. Erbey................... 924,640 $ 5,121,525 -- 115,790 $ -- $ 550,003
John R. Erbey...................... 747,880 4,116,767 44,500 89,474 934,055 425,002
Robert E. Koe...................... -- -- -- 31,579 -- 150,000
Christine A. Reich................. 222,650 1,151,863 44,500 81,579 934,055 387,500
John R. Barnes..................... 83,250 438,509 22,150 23,648 464,929 112,499
</TABLE>
- ------------------------
(1) All options are to purchase shares of Common Stock and were granted pursuant
to the Ocwen Stock Option Plan. Options listed as "exercisable" include
options granted in January 1996 which became exercisable in January 1997,
and options listed as "unexercisable" consist of options granted in January
1997 which become exercisable in January 1998.
(2) Based on the $26.75 market value of a share of Common Stock at December 31,
1996.
BOARD OF DIRECTORS COMPENSATION
Pursuant to a Directors Stock Plan adopted by the Board of Directors and
stockholders of the Company in July 1996, the Company compensates directors by
delivering a total annual value of $10,000 payable in shares of Common Stock
(which may be prorated for a director serving less than a full one-year term, as
in the case of a director joining the Board after an annual meeting of
stockholders), subject to review and adjustment by the Board of Directors from
time to time. Except for 1996, such payment will be made after the annual
organizational meeting of the Board of Directors which follows the annual
meeting of stockholders of the Company. An additional annual fee payable in
shares of Common Stock, which is $2,000 beginning in 1996, subject to review and
adjustment by the Board of Directors from time to time, will be paid to
committee chairs after the annual organizational meeting of the Board of
Directors. For 1996, four directors of the Company and three committee chairs
received shares of Common Stock issuable under the Directors Stock Plan upon
consummation of the initial public offering of the Common Stock by certain
stockholders of the Company on September 25, 1996.
Shares issued pursuant to the Directors Stock Plan are based on their "fair
market value" on the date of grant. The term "fair market value" is defined in
the Directors Stock Plan to mean the mean of the high and low prices of the
Common Stock as reported by the Nasdaq Stock Market's National Market on the
relevant date, or if no sale of Common Stock shall have been reported for that
day, the average of such prices on the next preceding day and the next following
day for which there are reported sales.
Shares issued pursuant to the Directors Stock Plan, other than the committee
fee shares, are subject to forfeiture during the 12 full calendar months
following election or appointment to the Board of Directors or a committee
thereof if the director does not attend an aggregate of at least 75% of all
meetings of the Board of Directors and committees thereof of which he is a
member during such period.
Barry N. Wish, who served as Chairman of the Board of Directors of Ocwen
until September 1996, and continues to serve as a director of Ocwen and Ocwen
Federal, received $150,000 of cash compensation in 1996 for his services to
Ocwen as Chairman. Beginning January 1, 1997, Mr. Wish receives compensation
only as a non-employee director of both Ocwen and Ocwen Federal.
8
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Determinations regarding compensation of the Company's employees are made by
the Company's Board of Directors. Although Mr. William C. Erbey is an employee
of the Company, he does not participate in deliberations of the Board of
Directors concerning his compensation.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
At December 31, 1996, the Company held a residential mortgage loan with an
interest rate of 8.5% which was made by Ocwen Federal to Howard H. Simon, a
director of the Company. The principal balance of this loan amounted to $116,484
at December 31, 1996, and the highest principal balance of this loan during 1996
was $131,150.
From time to time the Company raises funds by privately issuing short-term
notes to its stockholders. In 1996, the Company had a maximum of $7.6 million of
such short-term notes outstanding, including $1.0 million and $250,000 which
were held by William C. Erbey and John R. Erbey (or their affiliates),
respectively. All of such short-term notes had interest rates of 10.5% per annum
and were repaid in full in November 1996.
In September 1996, the Company loaned $6.7 million to certain of its and the
Bank's current and former officers and directors to fund their exercise of
vested stock options to purchase an aggregate of 2,713,660 shares of Common
Stock, including 924,640 shares, 175,970 shares, 747,880 shares, 222,650 shares
and 83,250 shares acquired by William C. Erbey, Barry N. Wish, John R. Erbey,
Christine A. Reich and John R. Barnes, respectively, who issued notes to the
Company in the amount $2.2 million, $423,000, $1.8 million, $583,000 and
$263,000, respectively. The aggregate amount of the foregoing indebtedness
outstanding at December 31, 1996 amounted to $3.8 million, including $1.2
million, $0, $1.6 million, $603,000 and $272,000 in the case of William C.
Erbey, Barry N. Wish, John R. Erbey, Christine A. Reich and John R. Barnes,
respectively. Such notes bear interest at 10.5% per annum, are payable in two
equal installments on March 1, 1998 and March 1, 1999 and are secured by the
related shares of Common Stock. At the time of the issuance of the foregoing
notes, the Company also agreed to loan the issuers thereof up to an additional
$1.7 million to fund the payment of additional taxes owed in connection with the
exercise of the above-referenced stock options, including $594,000, $478,000 and
$134,000 in the case of William C. Erbey, John R. Erbey and Christine A. Reich,
respectively. Notes in these amounts were issued by these persons in April 1997
and have the same terms as the above-referenced notes.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE COMPANY'S
PREVIOUS FILINGS UNDER THE SECURITIES ACT OF 1993, AS AMENDED, OR THE EXCHANGE
ACT, THAT MIGHT INCORPORATE FUTURE FILINGS, INCLUDING THIS PROXY STATEMENT, IN
WHOLE OR IN PART, THE FOLLOWING REPORT OF THE NOMINATING AND COMPENSATION
COMMITTEE AND PERFORMANCE GRAPH SHALL NOT BE INCORPORATED BY REFERENCE INTO ANY
SUCH FILINGS.
REPORT OF THE NOMINATING AND COMPENSATION COMMITTEE
The Nominating and Compensation Committee (the "Committee") of the Board of
Directors is responsible for establishing management compensation policies and
procedures to be reflected in the compensation program offered to the executive
officers of the Company and the Bank. The Committee of the Company has exclusive
jurisdiction over the administration and grants relating the Ocwen Stock Option
Plan.
The members of the Nominating and Compensation Committee of both the Company
and the Bank are identical. No member of the Committee is an employee of the
Company or any subsidiary.
GENERAL COMPENSATION POLICIES. The broad general salary and benefit
guidelines are determined by the Committee.
9
<PAGE>
With respect to the Company's officers other than Mr. William C. Erbey, the
Committee considered salary and bonus recommendations prepared by Mr. William C.
Erbey or other executive officers to determine fiscal 1996 compensation. The
salary adjustment recommendation was based on the Company's overall performance
in the past year, and an analysis of compensation levels necessary to maintain
and attract quality personnel. It is through this process that the Company is
able to compete for and retain talented executives who are critical to the
Company's long-term success and align the interests of those executives with the
long-term interests of the Company's stockholders.
In general, the Committee has sought to design a compensation package in
which a significant portion of the compensation paid to senior management
(including the named executive officers) be incentive-based since those
individuals have more control and influence over the direction and performance
of the Company and the Bank. Integration of all decisions regarding stock
options and/or grants ensures the Committee that the compensation package is
reviewed in its entirety on an annual basis.
EXECUTIVE COMPENSATION. The compensation package offered to the executive
officers of the Company and the Bank reflects the Committee's attempt to balance
salary and stock options, as well as benefits available under the various
employee plans.
The Committee is satisfied with the present process used to determine base
salary. However, in addition to base salary, the Committee seeks to provide a
substantial portion of each executive officer's total compensation through
incentive plans which provide awards based on or tied to the performance of the
Company and the Bank. The Committee reviewed an analysis of the Company's return
on average equity as compared to four large bank holding companies and four
investment banks. It was the sole discretion of the Committee as to the
interpretation of such performance measure and its translation into short-term
awards.
Stock option grants with deferred vesting provide the basis for a long-term
incentive program. The objective of these options is to create a direct link
between executive compensation and long-term Company performance. In determining
the appropriate level of stock-based allotments, the Committee considers the
executive's contribution toward Company and Bank performance. To encourage
growth in stockholder value, stock options are granted to key management
personnel who are in a position and have the responsibility to make a
substantial contribution to the long-term success of the Company. The Committee
believes this focuses attention on managing the Company from the perspective of
an owner with an equity stake in the business.
The Compensation Committee's policy with respect to other employee benefit
plans is to provide competitive benefits to employees of the Company and the
Bank, including executive officers. A competitive comprehensive benefit program
is essential to achieving the goal of retaining and attracting highly-qualified
employees.
Under Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), the tax deduction by corporate taxpayers is limited with respect to the
compensation of certain executive officers above $1 million per covered
executive unless such compensation is based upon performance objectives meeting
certain regulatory criteria or is otherwise excluded from the limitation. It is
expected that through the year 1999 all payments under the Company's annual
incentive plan, as well as all payments under the Company's stock option plans,
will be fully deductible by the Company for federal income tax purposes and will
not be subject to the limitations set forth in Section 162(m) of the Code.
10
<PAGE>
CHIEF EXECUTIVE OFFICER COMPENSATION. In determining the overall
compensation package for the Chief Executive Officer, the Committee considered
each of the factors enumerated in the preceding paragraphs regarding
compensation for executive officers of the Company as well as the financial
performance achieved by the Company during the past fiscal year. In addition to
a high level of earnings, the Company continued at or near the top of the
financial industry for such key financial performance measures as return on
average assets, return on average equity, capital and efficiency ratios.
Nominating and Compensation
Committee
W.C. Martin, Chairman
Howard H. Simon, Director
April 25, 1997
11
<PAGE>
PERFORMANCE GRAPH
PERFORMANCE GRAPH
The following graph compares the cumulative total return on the Common Stock
of the Company since the initial public offering of the Common Stock by certain
stockholders of the Company in September 1996 with (i) the cumulative total
return on the stocks included in the National Association of Securities Dealers,
Inc. Automated Quotation ("NASDAQ") Stock Market Index (for United States
companies), and (ii) the cumulative return on the stocks included in the NASDAQ
Financial Stock Index. These cumulative returns are computed assuming the
reinvestment of dividends at the frequency with which dividends were paid during
the applicable periods.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
NASDAQ (US) NASDAQ FINANCIAL OCWEN
<S> <C> <C> <C>
9/25/96 $100.00 $100.00 $100.00
9/30/96 100.19 101.19 100.62
10/31/96 99.08 104.39 130.86
11/29/96 105.21 111.08 143.21
12/31/96 105.10 112.32 132.10
</TABLE>
<TABLE>
<CAPTION>
9/25/96 9/30/96 10/31/96 11/29/96 12/31/96
--------- --------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Nasdaq (US)...................................................... 100.00 100.19 99.08 105.21 105.10
Nasdaq Financial................................................. 100.00 101.19 104.39 111.08 112.32
Ocwen............................................................ 100.00 100.62 130.86 143.21 132.10
</TABLE>
The above graph represents $100 invested in Common Stock on September 25,
1996 at the closing price of $20.25 per share on that date, and in each index on
such date. The Common Stock commenced trading on the Nasdaq Stock Market's
National Market on September 25, 1996.
OTHER MATTERS
Management is not aware of any business to come before the Annual Meeting
other than the matters described above in this Proxy Statement. However, if any
other matters should properly come before the Annual Meeting, it is intended
that the Proxies solicited hereby will be voted with respect to those other
matters in accordance with the judgment of the person or persons voting the
proxies.
The cost of the solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of the Common Stock.
12
<PAGE>
STOCKHOLDER PROPOSALS TO BE PRESENTED
AT THE NEXT ANNUAL MEETING
Proposals of stockholders intended to be presented by such stockholders at
next year's Annual Meeting must be received by the Company at its principal
executive offices no later than January 2, 1998, and must satisfy the conditions
established by the SEC for stockholder proposals to be included in the Company's
proxy statement for that meeting.
ANNUAL REPORTS
A copy of each of the Company's 1996 Annual Report to Stockholders and the
Company's Annual Report on Form 10-K for the year ended December 31, 1996 is
being mailed with this Proxy Statement to stockholders entitled to notice of the
Annual Meeting. Such reports are not part of the proxy solicitation materials.
Upon receipt of a written request and a copying charge of ten cents per
page, the Company will furnish to any stockholder a copy of the exhibits to the
Annual Report on Form 10-K. Such requests should be directed to Investor
Relations, Ocwen Financial Corporation, 1675 Palm Beach Lakes Boulevard, The
Forum, Suite 1003, West Palm Beach, Florida 33401.
13
<PAGE>
OCWEN FINANCIAL CORPORATION
1675 Palm Beach Lakes Boulevard
West Palm Beach, Florida 33401
REVOCABLE PROXY
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
OCWEN FINANCIAL CORPORATION, FOR USE ONLY AT AN ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 27, 1997 AND AT ANY ADJOURNMENT THEREOF.
The undersigned hereby appoints William C. Erbey, Barry N. Wish and John
R. Erbey, or any of them, as proxy, with full powers of substitution, and
hereby authorizes them to represent and vote, as designated below, all the
shares of Common Stock of Ocwen Financial Corporation (the "Company") held of
record by the undersigned on April 15, 1997 at the Annual Meeting of
Stockholders to be held at the offices of the Company located at 1675 Palm
Beach Lakes Boulevard, West Palm Beach, Florida 33401 on Tuesday, May 27,
1997 at 9:00 a.m., local time, and at any adjournment thereof.
Shares of Common Stock of the Company will be voted as specified. If not
otherwise specified, this proxy will be voted FOR the election of the Board
of Directors' nominees to the Board of Directors and FOR the appointment of
Price Waterhouse LLP as independent auditors. You may revoke this proxy at
any time prior to the time it is voted at the Annual Meeting.
The undersigned hereby acknowledges receipt
of the Notice of Annual Meeting of Stockholders OCWEN FINANCIAL CORPORATION
of Ocwen Financial Corporation to be held on P.O. BOX 11398
May 27, 1997, or any adjournment thereof, a Proxy NEW YORK, N.Y. 10203-0398
Statement for the Annual Meeting and the 1996
annual reports of the Company prior to the signing
of this proxy.
(Continued and to be dated and signed on the reverse side.)
<PAGE>
HARDING & HEAL, INC. PROOF #1 4/14/97 1340 CUST. THE BANK OF NEW YORK
FILE NAME: 60301 OCWEN PROXY
1. ELECTION OF DIRECTORS. FOR all nominees listed below
(except as marked to the contrary below) / X /
WITHHOLD AUTHORITY to vote
for all nominees listed below / X /
Nominees: William C. Erbey, Hon. Thomas F. Lewis, W.C. Martin, Howard H.
Simon and Barry N. Wish
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
2. RATIFICATION OF THE APPOINTMENT of Price Waterhouse LLP as inde-
pendent auditors of the Company for the year ending December 31,1997.
FOR / X / AGAINST / X / ABSTAIN / X /
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting.
Please check if you Change of Address and
plan to attend the meeting. / X / or Comments Mark Here / X /
Please sign exactly as your name(s) appear(s)
on this Proxy. When signing in a representative
capacity, please give title. When shares are
held jointly both should sign.
Dated:___________________________________, 1997
_______________________________________________
_______________________________________________
Signatures
Votes must be Indicated
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY (x) in Black or Blue Ink. / X /
PROMPTLY USING THE ENCLOSED ENVELOPE.
