| OMB APPROVAL | ||||
| OMB Number: | 3235-0145 | |||
| Expires: | December 31, 2005 | |||
| Estimated average burden hours per response |
11 | |||
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant to Rules 13d-1(b), (c) and (d)
and Amendments Thereto Filed Pursuant to Rule 13d-2(b)
Under the Securities Exchange Act of 1934
(Amendment No. __________)*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) | |
| x | Rule 13d-1(c) | |
| o | Rule 13d-1(d) |
* 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).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
SEC 1745 (12-02)
| CUSIP No. 68619E208 | 13 G | Page 2 of 8 Pages | ||
| 1. | Names of Reporting
Persons AW Asset Management, L.L.C. I.R.S. Identification No. of above persons (entities only): 52-2280947 |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
(a) o
(b) o
| 3. | SEC Use Only |
| 4. | Citizenship or Place of Organization Delaware |
| 5. | Sole Voting Power -0- |
|||
| |
||||
| Number of | 6. | Shared Voting
Power 1,300,100 (See Item 4) |
||
| Shares | ||||
| Beneficially |
|
|||
| Owned by Each | 7. | Sole Dispositive Power -0- |
||
| Reporting | ||||
| Person |
|
|||
| With: | 8. | Shared Dispositive
Power 1,300,100 (See Item 4) |
||
|
|
||||
| 9. | Aggregate Amount Beneficially
Owned by Each Reporting Person 1,300,100 (See Item 4) |
|
|
||||
| 10. | Check if the Aggregate Amount
in Row (9) Excludes
Certain Shares (See Instructions) o |
|||
|
|
||||
| 11. | Percent of Class Represented
by Amount In Row (9) 5.151% |
|||
|
|
||||
| 12. | Type of Reporting Person (See
Instructions) 00 |
|||
* SEE INSTRUCTIONS BEFORE FILLING OUT.
1 The percentages used herein and in the rest of this Schedule 13G are calculated based upon 25,230,150 shares of Common Stock outstanding, as reflected in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004.
| CUSIP No. 68619E208 | 13 G | Page 3 of 8 Pages | ||
| 1. | Names of Reporting
Persons Arthur Wrubel I.R.S. Identification No. of above persons (entities only): |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
(a) o
(b) o
| 3. | SEC Use Only |
| 4. | Citizenship or Place of Organization United States |
| 5. | Sole Voting Power -0- |
|||
| |
||||
| Number of | 6. | Shared Voting Power 1,300,100 (See Item 4) |
||
| Shares | ||||
| Beneficially |
|
|||
| Owned by Each | 7. | Sole Dispositive Power -0- |
||
| Reporting | ||||
| Person |
|
|||
| With: | 8. | Shared Dispositive Power 1,300,100 (See Item 4) |
||
|
|
||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,300,100 (See Item 4) |
|
|
||||
| 10. | Check if the Aggregate Amount
in Row (9) Excludes
Certain Shares (See Instructions) o |
|||
|
|
||||
| 11. | Percent of Class Represented
by Amount In Row (9) 5.15% |
|||
|
|
||||
| 12. | Type of Reporting Person (See
Instructions) IN |
|||
* SEE INSTRUCTIONS BEFORE FILLING OUT.
| CUSIP No. 68619E208 | 13 G | Page 4 of 8 Pages | ||
Item 1(a)
|
Name of Issuer: | |
| The name of the issuer is Origen Financial, Inc. (the “Company”). | ||
Item 1(b)
|
Address of Issuer’s Principal Executive Offices: | |
| The Company’s principal executive office is located at 27777 Franklin Road, Suite 1700, Southfield, MI 48034. | ||
Item 2(a)
|
Name of Person Filing: |
This Schedule 13G is being jointly filed by AW Asset Management, L.L.C., a Delaware limited liability company (the “Management Company”), and Mr. Arthur Wrubel with respect to the ownership of the shares of Common Stock by a number of hedge funds and managed accounts (collectively, the “Funds”).2 Mr. Wrubel and the Management Company are referred to in this Schedule 13G as the “Reporting Persons.”
The Reporting Persons have entered into a Joint Filing Agreement, dated October 27, 2004, a copy of which is filed with this Schedule 13G as Exhibit A, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
Item 2(b)
|
Address of Principal Business Office or, if none, Residence: |
The address of the principal business office of each of the Reporting Persons is 535 Madison Avenue, 26th Floor, New York, NY 10022.
Item 2(c)
|
Citizenship: |
The Management Company is organized as a limited liability company under the laws of the State of Delaware. Mr. Wrubel is a United States citizen.
Item 2(d)
|
Title of Class of Securities: | |
| Common Stock, par value $.01 per share. | ||
Item 2(e)
|
CUSIP No.: | |
| 68619E208 | ||
2The Management Company serves as investment manager or advisor to the Funds with respect to shares of Common Stock directly owned by the Funds and may be deemed to be the beneficial owner of the shares of Common Stock held by the Funds. Mr. Wrubel is the Chief Executive Officer and President of the Management Company and controls its business activities with respect to the shares of Common Stock held by the Funds and may be deemed to be the beneficial owner of the shares of Common Stock held by the Funds. The Management Company and Mr. Wrubel disclaim beneficial ownership of the shares of Common Stock held by the Funds, except to the extent of any pecuniary interest, and this report shall not be deemed to be an admission that they are the beneficial owners of such securities.
| CUSIP No. 68619E208 | 13 G | Page 5 of 8 Pages | ||
Item 3 |
If this statement is file pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a: | |||||||||||
| Not Applicable. | ||||||||||||
Item 4 |
Ownership: | |||||||||||
| A. AW Asset Management, L.L.C. | ||||||||||||
| (a) | Amount beneficially owned: 1,300,100 | |||||||||||
| (b) | Percent of class: 5.15% | |||||||||||
| (c) | Number of shares as to which such person has: | |||||||||||
| (i) | Sole power to vote or direct the vote: -0- | |||||||||||
| (ii) | Shared power to vote or direct the vote: 1,300,100 | |||||||||||
| (iii) | Sole power to dispose or direct the disposition: -0- | |||||||||||
| (iv) | Shared power to dispose or direct the disposition: 1,300,100 | |||||||||||
| B. Arthur Wrubel | ||||||||||||
| (a) | Amount beneficially owned: 1,300,100 | |||||||||||
| (b) | Percent of class: 5.15% | |||||||||||
| (c) | Number of shares as to which such person has: | |||||||||||
| (j) | Sole power to vote or direct the vote: 0 | |||||||||||
| (ii) | Shared power to vote or direct the vote: 1,300,100 | |||||||||||
| (iii) | Sole power to dispose or direct the disposition: 0 | |||||||||||
| (iv) | Shared power to dispose or direct the disposition: 1,300,100 | |||||||||||
Item 5 |
Ownership of Five Percent or Less of a Class: | |||||||||||
If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
Item 6
|
Ownership of More Than Five Percent on Behalf of Another Person: | |
| See response to Item 4. |
| CUSIP No. 68619E208 | 13 G | Page 6 of 8 Pages | ||
Item 7
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: | |
| Not applicable. | ||
Item 8
|
Identification and Classification of Members of the Group: | |
| Not applicable. | ||
Item 9
|
Notice of Dissolution of 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 not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as participant in any transaction having that purpose or effect.
| CUSIP No. 68619E208 | 13 G | Page 7 of 8 Pages | ||
SIGNATURE
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.
Date: October 27, 2004
| AW Asset Management, L.L.C. | ||||
| By: | /s/ Arthur Wrubel | |||
| Name: | Arthur Wrubel | |||
| Its: | President and Chief Executive Officer | ||
| /s/ Arthur Wrubel | |
| Arthur Wrubel, individually |
Exhibit A
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and
(ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
Date: October 27, 2004
| AW Asset Management, L.L.C. | ||||
| By: | /s/ Arthur Wrubel | |||
| Name: | Arthur Wrubel | |||
| Its: | President and Chief Executive Officer | ||
| /s/ Arthur Wrubel | |
| Arthur Wrubel, individually |