UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 1)
Under the Securities Exchange Act of 1934
OCWEN ASSET INVESTMENT CORP.
----------------------------
(Name of Issuer)
COMMON
-------------------------
(Title of Class of Securities)
6757M 10 6
--------------------------
(CUSIP Number)
FEBRUARY 9, 1999
-----------------
(Date of Event Which Require Filings of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed.
[ ] Rule 13d-1(b) (Qualified Investor)
[ X ] Rule 13d-1(c) (Passive Investor)
[ ] Rule 13d-1(d) (Exempt Investor)
*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 the
disclosures provided in a prior cover page.
The information required in 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 ("Act") 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).
<PAGE>
SCHEDULE 13G
CUSIP No. 67574M 10 6
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Investors Mortgage Insurance Holding Company ("IMIHC")
IRS Id. No.: 04-2499338
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
- --------------------------------------------------------------------------------
5. SOLE VOTING POWER 1,540,000
--------------------------------------------
NUMBER OF 6. SHARED VOTING POWER 0
SHARES --------------------------------------------
BENEFICIALLY 7. SOLE DISPOSITIVE POWER 1,540,000
OWNED BY EACH --------------------------------------------
REPORTING 8. SHARED DISPOSITIVE POWER 0
PERSON --------------------------------------------
WITH
- --------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,540,000 (A)
- --------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
N/A
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.1%
- --------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON (SEE INSTRUCTION)
CO
- --------------------------------------------------------------------------------
(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>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ocwen Capital Corporation
IRS Id. No.: 65-0740743
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
- --------------------------------------------------------------------------------
5. SOLE VOTING POWER 0
--------------------------------------------
NUMBER OF 6. SHARED VOTING POWER 0
SHARES --------------------------------------------
BENEFICIALLY 7. SOLE DISPOSITIVE POWER 0
OWNED BY EACH --------------------------------------------
REPORTING 8. SHARED DISPOSITIVE POWER 0
PERSON --------------------------------------------
WITH
- --------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (A)
- --------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
N/A
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
- --------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON (SEE INSTRUCTION)
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. 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.
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.
2
<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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. CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
- --------------------------------------------------------------------------------
5. SOLE VOTING POWER 0
--------------------------------------------
NUMBER OF 6. SHARED VOTING POWER 1,540,000
SHARES --------------------------------------------
BENEFICIALLY 7. SOLE DISPOSITIVE POWER 0
OWNED BY EACH --------------------------------------------
REPORTING 8. SHARED DISPOSITIVE POWER 1,540,000
PERSON --------------------------------------------
WITH
- --------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,540,000 (A)(B)
- --------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
N/A
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.1%
- --------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON (SEE INSTRUCTION)
HC
- --------------------------------------------------------------------------------
(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. 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. 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.
3
<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William C. Erbey
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION: USA
- --------------------------------------------------------------------------------
5. SOLE VOTING POWER 0
--------------------------------------------
NUMBER OF 6. SHARED VOTING POWER 1,653,300
SHARES --------------------------------------------
BENEFICIALLY 7. SOLE DISPOSITIVE POWER 0
OWNED BY EACH --------------------------------------------
REPORTING 8. SHARED DISPOSITIVE POWER 1,653,300
PERSON --------------------------------------------
WITH
- --------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,653,300 (A)(B)(C)
- --------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
N/A
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.7%
- --------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON (SEE INSTRUCTION)
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 such shares.
(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. 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. 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.
4
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Item 1 (a) Name of issuer:
Ocwen Asset Investment Corp.
Item 1 (b) Address of issuer's principal executive offices:
1675 Palm Beach Lake Boulevard
West Palm Beach, FL 33401
Item 2 (a) Name of person filing:
Investors Mortgage Insurance Holding Company
Item 2 (b) Address of principal business office:
1675 Palm Beach Lake Boulevard
West Palm Beach, FL 33401
Item 2 (c) Citizenship or Place of Organization: Delaware
Item 2 (d) Title of class of securities: COMMON
Item 2 (e) Cusip No.: 67574M 10 6
Item 3 Type of Person: Passive Investor
If this statement is being filed pursuant to 240.13d-1(c),
Check this box [x].
Item 4 (a) Amount beneficially owned: 1,540,000 (A)
------------
Item 4 (b) Percent of class: 8.1%
Item 4 (c) (i) sole power to vote: 1,540,000
------------
(ii) shared power to vote: -0-
------------
(iii) sole power to dispose: 1,540,000
------------
(iv) shared power to dispose: -0-
------------
Item 5 Ownership of 5 percent or less of a class: Not Applicable
(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.
5
<PAGE>
Item 6 Ownership of more than 5 percent on behalf of another
person: Not Applicable
Item 7 Identification and classification of subsidiary: Not Applicable
Item 8 Identification and classification of members of
the group: Not Applicable
Item 9 Notice of dissolution of the group: Not Applicable
Item 10 Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purpose or effect.
6
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Item 1 (a) Name of issuer:
Ocwen Asset Investment Corp.
Item 1 (b) Address of issuer's principal executive offices:
1675 Palm Beach Lake Boulevard
West Palm Beach, FL 33401
Item 2 (a) Name of person filing:
Ocwen Capital Corporation
Item 2 (b) Address of principal business office:
1675 Palm Beach Lake Boulevard
West Palm Beach, FL 33401
Item 2 (c) Citizenship or Place of Organization: Florida
Item 2 (d) Title of class of securities: COMMON
Item 2 (e) Cusip No.: 67574M 10 6
Item 3 Type of Person: Passive Investor
If this statement is filed pursuant to 240.13d-1(c),
check this box [x]
Item 4 (a) Amount beneficially owned: 0 (A)
------------
Item 4 (b) Percent of class: 0%
Item 4 (c) (i) sole power to vote: 0
------------
(ii) shared power to vote: 0
------------
(iii) sole power to dispose: 0
------------
(iv) shared power to dispose: 0
------------
Item 5 Ownership of 5 percent or less of a class: Not Applicable
(A) 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. 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. 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.
7
<PAGE>
Item 6 Ownership of more than 5 percent on behalf of another
person: Not Applicable
Item 7 Identification and classification of subsidiary: Not Applicable
Item 8 Identification and classification of members of
the group: Not Applicable
Item 9 Notice of dissolution of the group: Not Applicable
Item 10 Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purpose or effect.
8
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Item 1 (a) Name of issuer:
Ocwen Asset Investment Corp.
Item 1 (b) Address of issuer's principal executive offices:
1675 Palm Beach Lake Boulevard
West Palm Beach, FL 33401
Item 2 (a) Name of person filing:
Ocwen Financial Corporation
Item 2 (b) Address of principal business office:
1675 Palm Beach Lake Boulevard
West Palm Beach, FL 33401
Item 2 (c) Citizenship or Place of Organization: Florida
Item 2 (d) Title of class of securities: COMMON
Item 2 (e) Cusip No.: 67574M 10 6
Item 3 Type of Person: Passive Investor
If this statement is filed pursuant to 240.13d-1(c),
check this box [x]
Item 4 (a) Amount beneficially owned: 1,540,000 (A)(B)
------------
Item 4 (b) Percent of class: 8.1%
Item 4 (c) (i) sole power to vote: 0
------------
(ii) shared power to vote: 1,540,000
------------
(iii) sole power to dispose: 0
------------
(iv) shared power to dispose: 1,540,000
------------
Item 5 Ownership of 5 percent or less of a class: Not Applicable
(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. 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. 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.
9
<PAGE>
Item 6 Ownership of more than 5 percent on behalf of another
person: Not Applicable
Item 7 Identification and classification of subsidiary: Not Applicable
Item 8 Identification and classification of members of
the group: Not Applicable
Item 9 Notice of dissolution of the group: Not Applicable
Item 10 Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purpose or effect.
10
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Item 1 (a) Name of issuer:
Ocwen Asset Investment Corp.
Item 1 (b) Address of issuer's principal executive offices:
1675 Palm Beach Lake Boulevard
West Palm Beach, FL 33401
Item 2 (a) Name of person filing:
William C. Erbey
Item 2 (b) Address of principal business office:
1675 Palm Beach Lake Boulevard
West Palm Beach, FL 33401
Item 2 (c) Citizenship: USA
Item 2 (d) Title of class of securities: COMMON
Item 2 (e) Cusip No.: 67574M 10 6
Item 3 Type of Person: Passive Investor
If this statement is filed pursuant to 240.13d-1(c),
check this box [x]
Item 4 (a) Amount beneficially owned: 1,653,300 (A)(B)(C)
------------
Item 4 (b) Percent of class: 8.7%
(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 such shares.
(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. 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. 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.
11
<PAGE>
Item 4 (c) (i) sole power to vote: 0
------------
(ii) shared power to vote: 1,653,300
------------
(iii) sole power to dispose: 0
------------
(iv) shared power to dispose: 1,653,300
------------
Item 5 Ownership of 5 percent or less of a class: Not Applicable
Item 6 Ownership of more than 5 percent on behalf of another
person: Not Applicable
Item 7 Identification and classification of subsidiary: Not Applicable
Item 8 Identification and classification of members of
the group: Not Applicable
Item 9 Notice of dissolution of the group: Not Applicable
Item 10 Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purpose or effect.
MATERIALS TO BE FILED AS EXHIBITS
Exhibit 1 Agreement between the reporting persons with respect to
the filing of this Schedule 13G (incorporated by
reference to Exhibit 1 to Schedule 13G of IMIHC, Ocwen
Capital Corporation, Ocwen Financial Corporation and
William C. Erbey with respect to the issuer dated March
2, 1998).
12
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
INVESTORS MORTGAGE INSURANCE
HOLDING COMPANY
Date: February 9, 1999 By: /s/ WILLIAM C. ERBEY
------------------------------
William C. Erbey
Chairman
and Chief Executive Officer
Date: February 9, 1999 OCWEN CAPITAL CORPORATION
By: /s/ WILLIAM C. ERBEY
------------------------------
William C. Erbey
Chairman
and Chief Executive Officer
OCWEN FINANCIAL CORPORATION
Date: February 9, 1999 By: /s/ WILLIAM C. ERBEY
------------------------------
William C. Erbey
Chairman
and Chief Executive Officer
WILLIAM C. ERBEY
Date: February 9, 1999 By: /s/ WILLIAM C. ERBEY
------------------------------
William C. Erbey
13
