UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
SCHEDULE 14A INFORMATION
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Ocwen Financial Corporation
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(Name of Registrant as Specified in Its Charter)
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THIS FILING CONSISTS OF OCWEN FINANCIAL CORPORATION'S (THE "COMPANY") PRESS
RELEASE DATED MARCH 10, 2006 ANNOUNCING THAT THE COMPANY'S BOARD OF DIRECTORS
HAS APPROVED A PROPOSAL TO BE SUBMITTED TO SHAREHOLDERS AT THE ANNUAL MEETING TO
BE HELD ON MAY 4, 2006 TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO
EFFECT A 1-FOR-10 REVERSE STOCK SPLIT, FOLLOWED IMMEDIATELY BY A 10-FOR-1
FORWARD STOCK SPLIT.
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OCWEN Ocwen Financial Corporation (R)
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FOR IMMEDIATE RELEASE FOR FURTHER INFORMATION CONTACT:
Kevin J. Wilcox
Corporate Secretary
T: (561) 682-8000
E. Kevin.Wilcox@ocwen.com
Ocwen Financial Corporation Announces
Board Approval of Reverse/Forward Stock Split
WEST PALM BEACH, FL (March 10, 2006) - Ocwen Financial Corporation (the
"Company") (NYSE: OCN) today announced that its Board of Directors has approved
a proposal to be submitted to shareholders at the Annual Meeting to be held on
May 4, 2006 to amend the Company's Articles of Incorporation to effect a
1-for-10 reverse stock split, followed immediately by a 10-for-1 forward stock
split (the "Reverse/Forward Split"). Assuming shareholders approve the proposal,
the Reverse/Forward Split is currently expected to be completed on May 12, 2006
(the "Effective Date").
As a result of the Reverse/Forward Split, accounts with less than ten shares of
common stock will be converted on the Effective Date into the right to receive a
cash payment for each share held equal in value to the average official closing
price of the common stock on The New York Stock Exchange over the ten trading
days immediately preceding the Effective Date. All shareholder accounts holding
ten shares or more will be unaffected, and the total number of shares held by
such accounts will not change. The Company intends to treat shareholders holding
common stock in street name through a nominee, such as a bank or broker-dealer,
in the same manner as shareholders whose shares are registered in their names.
Accordingly, the Company will instruct all nominees to effect the
Reverse/Forward Split for their beneficial holders. Shareholders who hold shares
in street name may wish to contact their bank or broker-dealer directly for more
information.
The Reverse/Forward Split is intended to reduce the Company's administrative
cost associated with the maintenance of nominal shareholder accounts while at
the same time providing shareholders holding fewer than ten shares with a
cost-effective way to cash out their investment without incurring brokerage or
service fees. While the Company anticipates proceeding with the Reverse/Forward
Split, shareholders should note that the Company's Board of Directors reserves
the right to abandon the transaction at any time before the Effective Date.
Additional information regarding the Reverse/Forward Split is contained in the
Company's preliminary proxy statement for the 2006 Annual Meeting (the
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Ocwen Financial Corporation
Announces Board Approval of Reverse/Forward Stock Split
Page 2
"2006 Proxy"), which was filed with the Securities and Exchange Commission (the
"SEC") today and may be obtained free of charge through our website
(http://www.ocwen.com) or through the SEC's website (http://www.sec.gov).
Ocwen Financial Corporation is a leading provider of servicing and origination
processing solutions to the loan industry with headquarters in West Palm Beach,
Florida, offices in Orlando, Florida and Chicago, Illinois and global operations
in Canada, Germany, India and Taiwan. We make our client' loans worth more by
leveraging our superior processes, innovative technology and high-quality,
cost-effective global human resources. Additional information is available at
www.ocwen.com.
Additional Information
This communication is not a solicitation of a proxy from any security holder of
the Company. The Company will be filing with the SEC a definitive proxy
statement, which will be mailed to shareholders, and other relevant documents
concerning the Reverse/Forward Split and the 2006 Annual Meeting. WE URGE
SHAREHOLDERS TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS TO BE FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. These documents may be obtained free of charge at the SEC's
website, www.sec.gov. In addition, documents filed with the SEC by the Company
will be available free of charge at the Company's website, www.ocwen.com.
Interests of Certain Persons
The respective directors and executive officers of the Company may be deemed to
be participants in the solicitation of proxies in respect of the 2006 Annual
Meeting and the Reverse/Forward Split. Information regarding the Company's
directors and executive officers and their direct and indirect interests,
including a description of their security holdings, is available in the 2006
Proxy.
Forward Looking Statements
This news release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Important factors that could cause
actual outcomes to differ materially from those suggested by the forward-looking
statements include, but are not limited to, the following: general economic and
market conditions, prevailing interest or currency exchange rates, governmental
regulations and policies and international political and economic uncertainty,
as well as other factors detailed in Company's reports and filings with the SEC,
including its periodic reports on Form 10-K for the year ended December 31,
2004, Form 10-Q for the quarters ended March 31, June 30, and September 30,
2005, and Form 8-K. The forward-looking statements speak only as of the date
they are made and should not be relied upon. The Company undertakes no
obligation to update or revise the forward-looking statements.
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