SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Information to be Included in Statements Filed Pursuant to 13d-1(a)
and Amendments Thereto Filed Pursuant to 13d-2(a)
(Amendment No. )*
OCWEN ASSET INVESTMENT CORP.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE PER SHARE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
67574M 10 6
------------------------------
(CUSIP Number)
Investors Mortgage Insurance Holding Company
Ocwen Capital Corporation
Ocwen Financial Corporation
William C. Erbey
1675 Palm Beach Lakes Blvd.
West Palm Beach, Florida 33401
Attention: William C. Erbey
TELEPHONE NO. 561-682-8000
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
APRIL 8, 1999
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [X]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following page)
(Page 1 of 9 Pages)
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 67574M 10 6 PAGE 2 OF 9 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Investors Mortgage Insurance Holding Company ("IMIHC")
IRS Id. No.: 04-2499338
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,540,000
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- -0-
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
1,540,000
------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,540,000(A)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%
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14 TYPE OF REPORTING PERSON
CO
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(A) Excludes 1,808,733 limited partnership units in Ocwen Partnership, L.P.
("OPLP") owned by IMIHC, a wholly owned subsidiary of Ocwen Financial
Corporation. Pursuant to the terms of the Third Amended and Restated
Agreement of Limited Partnership of OPLP, if IMIHC exercises its right
to require the redemption of its partnership units for cash, each of
the issuer and Ocwen General, Inc., a wholly owned subsidiary of the
issuer and the general partner of OPLP, has the right, subject to
certain conditions, to purchase IMIHC's partnership units by delivery
of a number of shares of Common Stock of the issuer equal to the number
of partnership units to be purchased.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 67574M 10 6 PAGE 3 OF 9 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Ocwen Capital Corporation
IRS Id. No.: 65-0740743
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
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NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- -0-
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
-0-
------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-(A)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
(A) Excludes option (the "Option") to purchase 1,912,500 shares of Common
Stock of the issuer granted to Ocwen Capital Corporation, the manager
of OPLP and a wholly owned subsidiary of Ocwen Financial Corporation,
under the issuer's 1997 Stock Option Plan (the "Option Plan"). On each
May 14 commencing with May 14, 1998, 25% of the Option becomes
exercisable at a price of $16 per share. As a result, 25% of the Option
is exercisable as of the date hereof to purchase 478,125 shares of
Common Stock of the issuer, and an additional 25% will become
exercisable within the next 60 days. Pursuant to the terms of the
Option Plan, upon the exercise of the Option, the issuer has the sole
and absolute right to deliver, in lieu of shares of Common Stock of the
issuer, an equivalent number of partnership units in OPLP.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 67574M 10 6 PAGE 4 OF 9 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Ocwen Financial Corporation
IRS Id. No.: 65-0039856
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- 1,540,000
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
-0-
------------------------------------
10 SHARED DISPOSITIVE POWER
1,540,000
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,540,000(A)(B)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%
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14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
(A) Excludes 1,808,733 limited partnership units in OPLP owned by IMIHC, a
wholly owned subsidiary of Ocwen Financial Corporation. Pursuant to the
terms of the Third Amended and Restated Agreement of Limited
Partnership of OPLP, if IMIHC exercises its right to require the
redemption of its partnership units for cash, each of the issuer and
Ocwen General, Inc., a wholly owned subsidiary of the issuer and the
general partner of OPLP, has the right, subject to certain conditions,
to purchase IMIHC's partnership units by delivery of a number of shares
of Common Stock of the issuer equal to the number of partnership units
to be purchased.
(B) Excludes the Option granted to Ocwen Capital Corporation, the manager
of OPLP and a wholly owned subsidiary of Ocwen Financial Corporation,
under the Option Plan. On each May 14 commencing with May 14, 1998, 25%
of the Option becomes exercisable at a price of $16 per share. As a
result, 25% of the Option is exercisable as of the date hereof to
purchase 478,125 shares of Common Stock of the issuer, and an
additional 25% will become exercisable within the next 60 days.
Pursuant to the terms of the Option Plan, upon the exercise of the
Option, the issuer has the sole and absolute right to deliver, in lieu
of shares of Common Stock of the issuer, an equivalent number of
partnership units in OPLP.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 67574M 10 6 PAGE 5 OF 9 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
William C. Erbey
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- 1,653,300
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
-0-
------------------------------------
10 SHARED DISPOSITIVE POWER
1,653,300
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,653,300(A)(B)(C)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
(A) Includes 1,540,000 shares held by IMIHC, of which the reporting person
is Chairman and Chief Executive Officer and sole director, and 113,300
shares held by a partnership pursuant to which the reporting person,
his wife and a corporation wholly owned by the reporting person share
voting and dispositive power. The reporting person disclaims beneficial
ownership of all shares held by IMIHC.
(B) Excludes 1,808,733 limited partnership units in OPLP owned by IMIHC, a
wholly owned subsidiary of Ocwen Financial Corporation. Pursuant to the
terms of the Third Amended and Restated Agreement of Limited
Partnership of OPLP, if IMIHC exercises its right to require the
redemption of its partnership units for cash, each of the issuer and
Ocwen General, Inc., a wholly owned subsidiary of the issuer and the
general partner of OPLP, has the right, subject to certain conditions,
to purchase IMIHC's partnership units by delivery of a number of shares
of Common Stock of the issuer equal to the number of partnership units
to be purchased.
(C) Excludes the Option granted to Ocwen Capital Corporation, the manager
of OPLP and a wholly owned subsidiary of Ocwen Financial Corporation,
under the Option Plan. On each May 14 commencing with May 14, 1998, 25%
of the Option becomes exercisable at a price of $16 per share. As a
result, 25% of the Option is exercisable as of the date hereof to
purchase 478,125 shares of Common Stock of the issuer, and an
additional 25% will become exercisable within the next 60 days.
Pursuant to the terms of the Option Plan, upon the exercise of the
Option, the issuer has the sole and absolute right to deliver, in lieu
of shares of Common Stock of the issuer, an equivalent number of
partnership units in OPLP.
<PAGE>
Schedule 13D
Issuer: Ocwen Asset Investment Corp.
Page 6 of 9 Pages
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the common stock, $.01 par value per share
(the "Common Stock"), of Ocwen Asset Investment Corp., a Virginia corporation
(the "Issuer"), having its principal offices at 1675 Palm Beach Lakes Boulevard,
West Palm Beach, Florida 33401.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed by William C. Erbey, a U.S. citizen; Investors
Mortgage Insurance Holding Company ("IMIHC"), a Delaware corporation; Ocwen
Capital Corporation ("OCC"), a Florida corporation; and Ocwen Financial
Corporation ("OCN"), a Florida corporation and the parent company of IMIHC and
OCC (collectively, the "Reporting Persons"). OCN is a financial institution that
is primarily engaged in the acquisition, servicing and resolution of
subperforming and nonperforming residential and commercial mortgage loans. IMIHC
is a wholly owned subsidiary of OCN engaged in substantially the same business.
OCC is a wholly owned subsidiary of OCN and the manager of the Issuer, a
Virginia corporation which elected to be taxed as a REIT under the Internal
Revenue Code. Mr. Erbey is principally employed as the Chairman and Chief
Executive Officer of OCN and is the most senior officer and sole director of
IMIHC and OCC.
Each Reporting Person's principal address and principal office is
located at 1675 Palm Beach Lakes Boulevard, West Palm Beach, Florida 33401.
The following information as to each executive officer and director of
the Reporting Persons is set forth in Annex 1 hereto, which annex is
incorporated herein by reference: (a) name, (b) residence or business address
and (c) present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which such
employment is conducted. To the best knowledge of the Reporting Persons, each
such executive officer and director is a citizen of the United States.
During the last five years, none of the Reporting Persons, and, to the
best of their knowledge, no executive officer or director of the Reporting
Persons, and none of FF Plaza Partners ("FF Plaza"), a Delaware partnership,
Delaware Permanent Corporation ("Delaware Permanent"), a Delaware corporation,
or the wife of Mr. Erbey, has (a) been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors) or (b) been a party to
any civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of which proceedings such person was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On May 19, 1997, IMIHC purchased 1,875,000 shares of Common Stock
privately offered by the Issuer for $14.88 per share; the source of such funds
was the working capital of IMIHC. In February 1998, Mr. Erbey purchased,
indirectly through FF Plaza, 113,300 shares of Common Stock from the Issuer for
$17.6317 per share; the source of such funds was personal funds.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Erbey is currently the Chairman, Chief Executive Officer, a
director and a direct shareholder of the Issuer, the Chairman, Chief Executive
Officer and largest shareholder of OCN and the most senior officer and sole
director of IMIHC and OCC. On April 8, 1999, the Board of Directors of OCN
authorized its Chief Executive Officer to make the proposal described below. On
April 9, 1999, OCN proposed to the Board of Directors of the Issuer the possible
business combination between OCN and the Issuer. Under OCN's proposal, a newly
formed subsidiary would merge into the Issuer in a taxable transaction, and each
outstanding share of the Common Stock (other than those owned by OCN or its
subsidiaries) would be converted into 0.57 shares of common stock of OCN. OCN's
proposal requires the Issuer to pay its final 1998 dividend (which has been
deferred by the Board of Directors of the Issuer and, the Issuer has announced,
is expected to range from $14.6 million, or $0.77 per share, to $16.1 million,
or $0.85 per share) prior to
<PAGE>
Schedule 13D
Issuer: Ocwen Asset Investment Corp.
Page 7 of 9 Pages
the consummation of the proposed transaction between OCN and the Issuer. There
can be no assurance, however, as to whether or when that dividend will actually
be paid. OCN'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.
Except as set forth herein or in connection with any transactions
contemplated by the proposal described above, neither the Reporting Persons,
nor, to the best of their knowledge, any executive officer or director of the
Reporting Persons, currently have any plans or proposals which relate to or
would result in:
(a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of
its subsidiaries;
(c) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(d) any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the
number or term of directors to fill any existing vacancies on
the board;
(e) any material change in the present capitalization or dividend
policy of the Issuer;
(f) any other material change in the Issuer's business or
corporate structure;
(g) changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of
a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934, as amended; or
(j) any action similar to any of those enumerated above.
The Reporting Persons and the executive officers and directors of the
Reporting Persons reserve the right to acquire or dispose of additional shares
of the Common Stock, including, without limitation, through the redemption of
Partnership Units (as defined below) and/or the exercise of the options
described in Item 5 below, at any time, without further notice or prior
amendment to this Schedule 13D. The Reporting Persons also reserve the right to
formulate plans or proposals or to change their intentions with respect to any
or all of the foregoing and their right to act either alone or together with any
other person or group.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
IMIHC beneficially owns 1,540,000 shares of the Common Stock,
representing approximately 8.1% of the outstanding shares of the Common Stock
and as to which IMIHC has sole voting and dispositive power. OCN, as the parent
company of IMIHC, indirectly owns the same such shares and as a result has
shared voting and dispositive power.
OCC currently holds options to purchase 1,912,500 shares of the Common
Stock, one quarter of which become exercisable on each May 14 at a price of $16
per share, commencing with May 14, 1998. Such options terminate on May 19, 2007.
As a result, 25% of the options are currently exercisable, and an additional 25%
will become exercisable within the next 60 days. Pursuant to the terms of the
Issuer's 1997 Stock Option Plan (the "Stock Option Plan"), under which the
options were granted, upon the exercise of the options, the Issuer has the sole
and absolute right to deliver, in lieu of shares of Common Stock, an equivalent
number of partnership units ("Partnership Units") in Ocwen Partnership, L.P.
("OPLP"). In addition, IMIHC owns 1,808,733 Partnership Units. Pursuant to the
<PAGE>
Schedule 13D
Issuer: Ocwen Asset Investment Corp.
Page 8 of 9 Pages
Third Amended and Restated Agreement of Limited Partnership of OPLP (the
"Partnership Agreement"), if IMIHC exercises its right to require the redemption
of the Partnership Units for cash, each of the Issuer and Ocwen General, Inc., a
wholly owned subsidiary of the Issuer and the general partner of OPLP, has the
right, subject to certain conditions, to purchase IMIHC's Partnership Units by
delivery of a number of shares of the Common Stock of the Issuer equal to the
number of Partnership Units to be purchased.
By virtue of his relationship with OCN and IMIHC, Mr. Erbey may be
deemed to control such entities, and accordingly, may be deemed to share
indirect beneficial ownership of the 1,540,000 shares of the Common Stock owned
directly by IMIHC, a wholly owned subsidiary of OCN, representing approximately
8.1% of the Common Stock outstanding. In addition, 113,300 shares of the Common
Stock, representing approximately 0.6% of the Common Stock outstanding, are held
by FF Plaza. Mr. Erbey, his wife, E. Elaine Erbey, and Delaware Permanent, a
corporation wholly owned by Mr. Erbey, share voting and dispositive power over
such shares. Mr. Erbey's wife is retired and is a U.S. citizen. Her business
address is 1675 Palm Beach Lakes Blvd., West Palm Beach, Florida 33401. The
address of each of FF Plaza and Delaware Permanent is 1350 16th Street, Fort
Lee, New Jersey 07024. As to the shares of the Common Stock beneficially owned
by OCN, OCC and IMIHC, Mr. Erbey disclaims all beneficial ownership, and this
report shall not be deemed an admission that Mr. Erbey is the beneficial owner
of such securities for purposes of Section 13 or for any other purpose.
The Reporting Persons as a Group beneficially own 1,540,000 shares of
the Common Stock, representing 8.1% of the outstanding shares of the Common
Stock, exercisable options to purchase 478,125 shares of the Common Stock and
options to purchase 478,125 shares of the Common Stock that became exercisable
within the next 60 days (in each case subject to the right of the Issuer to
deliver an equivalent number of Partnership Units) and options not exercisable
within the next 60 days to purchase 956,250 shares of the Common Stock (subject
to the right of the Issuer to deliver an equivalent number of Partnership
Units). Because Mr. Erbey disclaims membership in the Group, the 113,300 shares
of the Common Stock owned by him individually are not included in the total
number of shares owned by the Group.
The Reporting Persons have not had any transactions in the Common Stock
within the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Other than the Stock Option Plan, the Option Agreement, the
Registrations Rights Agreement and the Partnership Agreement, neither the
Reporting Persons, nor, to the best of their knowledge, any of the executive
officers or directors of the Reporting Persons, is a party to any contract,
arrangement, understanding or relationship (legal or otherwise) with respect to
the securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 Agreement between the Reporting Persons with respect
to the filing of this Schedule 13D.
Exhibit 99.2 Form of Registration Rights Agreement (Incorporated
by reference to Exhibit 10.2 to Amendment No. 1 to
the Issuer's Registration Statement No. 333-21965 on
Form S-11 filed March 31, 1997).
Exhibit 99.3 Form of Stock Option Plan and Option Agreement
(Incorporated by reference to Exhibit 10.4 to
Amendment No. 2 to the Issuer's Registration
Statement No. 333-21965 on Form S-11 filed April 15,
1997).
Exhibit 99.4 Third Amended and Restated Agreement of Limited
Partnership of Ocwen Partnership L.P. (Incorporated
by reference to Exhibit 10.3 to the Issuer's
Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998).
Exhibit 99.5 Press release of OCN issued on April 16, 1999
(Incorporated by reference to Exhibit 99.1 to OCN's
Current Report on Form 8-K filed April 16, 1999).
<PAGE>
Schedule 13D
Issuer: Ocwen Asset Investment Corp.
Page 9 of 9 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
INVESTORS MORTGAGE INSURANCE HOLDING COMPANY
Dated: April 19, 1999 By: /s/ WILLIAM C. ERBEY
----------------------------------------
Name: William C. Erbey
Title: Chairman and Chief Executive Officer
OCWEN CAPITAL CORPORATION
Dated: April 19, 1999 By: /s/ WILLIAM C. ERBEY
----------------------------------------
Name: William C. Erbey
Title: Chairman and Chief Executive Officer
OCWEN FINANCIAL CORPORATION
Dated: April 19, 1999 By: /s/ WILLIAM C. ERBEY
----------------------------------------
Name: William C. Erbey
Title: Chairman and Chief Executive Officer
WILLIAM C. ERBEY
Dated: April 19, 1999 /s/ WILLIAM C. ERBEY
----------------------------------------
<PAGE>
Schedule 13D
Issuer: Ocwen Asset Investment Corp.
Page 1 of 2 of Annex 1
<TABLE>
<CAPTION>
ANNEX 1: DIRECTORS AND EXECUTIVE OFFICERS OF REPORTING PERSONS
PRINCIPAL OCCUPATION
NAME TITLE IF DIFFERENT FROM TITLE
INVESTORS MORTGAGE INSURANCE HOLDING COMPANY
<S> <C> <C>
William C. Erbey Chairman of the Board, Chairman and Chief
1675 Palm Beach Lakes Blvd. Chief Executive Officer Executive Officer of OCN
West Palm Beach, FL 33401 and Sole Director
John R. Erbey Senior Managing Director and Senior Managing Director, General
1675 Palm Beach Lakes Blvd. Secretary Counsel and Secretary of OCN
West Palm Beach, FL 33401
Christine A. Reich President President of OCN
1675 Palm Beach Lakes Blvd.
West Palm Beach, FL 33401
John R. Barnes Senior Vice President Senior Vice President of OCN
1675 Palm Beach Lakes Blvd.
West Palm Beach, FL 33401
Ronald M. Faris Executive Vice President Executive Vice President of OCN
1675 Palm Beach Lakes Blvd.
West Palm Beach, FL 33401
Mark S. Zeidman Senior Vice President and Senior Vice President and
1675 Palm Beach Lakes Blvd. Chief Financial Officer Chief Financial Officer of OCN
West Palm Beach, FL 33401
OCWEN CAPITAL CORPORATION
William C. Erbey Chairman of the Board, Chief Chairman and Chief Executive
1675 Palm Beach Lakes Blvd. Executive Officer Officer of OCN
West Palm Beach, FL 33401 and Sole Director
John R. Erbey Senior Managing Director and Senior Managing Director, General
1675 Palm Beach Lakes Blvd. Secretary Counsel and Secretary of OCN
West Palm Beach, FL 33401
Christine A. Reich President President of OCN
1675 Palm Beach Lakes Blvd.
West Palm Beach, FL 33401
John R. Barnes Senior Vice President Senior Vice President of OCN
1675 Palm Beach Lakes Blvd.
West Palm Beach, FL 33401
Ronald M. Faris Executive Vice President Executive Vice President of OCN
1675 Palm Beach Lakes Blvd.
West Palm Beach, FL 33401
Mark S. Zeidman Senior Vice President Senior Vice President and Chief
1675 Palm Beach Lakes Blvd. Chief Financial Officer Financial Officer of OCN
West Palm Beach, FL 33401
- ---------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Schedule 13D
Issuer: Ocwen Asset Investment Corp.
Page 2 of 2 of Annex 1
<TABLE>
<CAPTION>
OCWEN FINANCIAL CORPORATION
<S> <C> <C>
William C. Erbey Chairman and
Ocwen Financial Corporation Chief Executive Officer
1675 Palm Beach Lakes Blvd.
West Palm Beach, FL 33401
Hon. Thomas F. Lewis Director Principal of Lewis Properties and
Ocwen Financial Corporation Vice President of Marian V. Lewis
1675 Palm Beach Lakes Blvd. Real Estate and Investments
West Palm Beach, FL 33401
W.C. Martin Director President and Chief Executive
Ocwen Financial Corporation Officer of SV Microwave
1675 Palm Beach Lakes Blvd.
West Palm Beach, FL 33401
Howard H. Simon Director Managing Director of Simon,
Ocwen Financial Corporation Master and Sidlow, P.A.
1675 Palm Beach Lakes Blvd.
West Palm Beach, FL 33401
Barry N. Wish Director
Ocwen Financial Corporation
1675 Palm Beach Lakes Blvd.
West Palm Beach, FL 33401
John R. Erbey Senior Managing Director,
Ocwen Financial Corporation General Counsel and
1675 Palm Beach Lakes Blvd. Secretary
West Palm Beach, FL 33401
John R. Barnes Senior Vice President
Ocwen Financial Corporation
1675 Palm Beach Lakes Blvd.
West Palm Beach, FL 33401
Joseph A. Dlutowski Chief Executive Officer
Ocwen Financial Corporation of Ocwen UK and
1675 Palm Beach Lakes Blvd. Senior Vice President
West Palm Beach, FL 33401 of Ocwen Federal Bank FSB
Ronald M. Faris Executive Vice President
Ocwen Financial Corporation
1675 Palm Beach Lakes Blvd.
West Palm Beach, FL 33401
Christine A. Reich President
Ocwen Financial Corporation
1675 Palm Beach Lakes Blvd.
West Palm Beach, FL 33401
Mark S. Zeidman Senior Vice President and
Ocwen Financial Corporation Chief Financial Officer
1675 Palm Beach Lakes Blvd.
West Palm Beach, FL 33401
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Schedule 13D
Issuer: Ocwen Asset Investment Corp.
Page 1 of 1 of Exhibit 99.1
EXHIBIT 99.1
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934,
as amended, we, the undersigned, hereby express our agreement that the attached
Schedule 13D is filed on behalf of each of the undersigned.
INVESTORS MORTGAGE INSURANCE HOLDING COMPANY
Dated: April 19, 1999 By: /s/ WILLIAM C. ERBEY
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Name: William C. Erbey
Title: Chairman and Chief Executive Officer
OCWEN CAPITAL CORPORATION
Dated: April 19, 1999 By: /s/ WILLIAM C. ERBEY
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Name: William C. Erbey
Title: Chairman and Chief Executive Officer
OCWEN FINANCIAL CORPORATION
Dated: April 19, 1999 By: /s/ WILLIAM C. ERBEY
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Name: William C. Erbey
Title: Chairman and Chief Executive Officer
WILLIAM C. ERBEY
Dated: April 19, 1999 /s/ WILLIAM C. ERBEY
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