8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 13, 2003

NEW CENTURY FINANCIAL CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	000-22633	33-0683629
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

18400 Von Karman Avenue, Suite 1000, Irvine, California	92612
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (949) 440-7030

Former name or former address, if changed since last report: N/A

ITEM 5. OTHER EVENTS

(a) Credit Facilities.

On May 13, 2003, we amended the definition of “Indebtedness” in both the Master Repurchase Agreement relating to our warehouse facility with Salomon Brothers Realty Corp. and the Loan Agreement for delinquent and problem loans with Salomon Brothers Realty Corp. The agreements relating to these amendments are filed as Exhibits 10.1 and 10.2 to this Current Report and are incorporated herein by reference.

(b) Three-for-Two Stock Split and Quarterly Dividend.

On May 22, 2003, we announced that our Board of Directors had approved a three-for-two split of our common stock in the form of a stock dividend. On May 22, 2003, we also announced that our Board of Directors approved a quarterly cash dividend payment to our common stockholders at the rate of $0.10 per share after the three-for-two stock split ($0.15 on a pre-split basis). A copy of the press release issued by New Century is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits.

10.1	Amendment No. 2 to the Master Repurchase Agreement, dated May 13, 2003, by and between New Century Funding SB-1 and Salomon Brothers Realty Corp.
10.2	Amendment No. 5 to the Master Loan and Security Agreement, dated May 13, 2003, by and among New Century Mortgage Corporation, NC Capital Corporation and Salomon Brothers Realty Corp.
99.1	Press Release, dated May 22, 2003.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NEW CENTURY FINANCIAL CORPORATION
June 17, 2003	By: /s/    ROBERT K. COLE
	Robert K. Cole
	Chairman and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.
10.1	Amendment No. 2 to the Master Repurchase Agreement, dated May 13, 2003, by and between New Century Funding SB-1 and Salomon Brothers Realty Corp.
10.2	Amendment No. 5 to the Master Loan and Security Agreement, dated May 13, 2003, by and among New Century Mortgage Corporation, NC Capital Corporation and Salomon Brothers Realty Corp.
99.1	Press Release, dated May 22, 2003.

EX-10.1

Exhibit 10.1

AMENDMENT NUMBER TWO

to the

Master Repurchase Agreement

dated as of May 30, 2002

by and between

NEW CENTURY FUNDING SB-1, a Delaware statutory trust

and

SALOMON BROTHERS REALTY CORP.

This AMENDMENT NUMBER TWO (this “Amendment”) is made this 13^th day of May, 2003, by and between NEW CENTURY FUNDING SB-1, a Delaware statutory trust, having an address at c/o Christiana Bank & Trust Company, 1314 King Street, Wilmington, Delaware, 19801 (“the Seller”) and CITIGROUP GLOBAL MARKETS REALTY CORP., as sucessor in interest to Salomon Brothers Realty Corp., having an address at 390 Greenwich Street, New York, New York 10013 (the “Buyer”) to the MASTER REPURCHASE AGREEMENT, dated as of May 30, 2002, between the Seller and the Buyer, as amended pursuant to Amendment Number One, dated December 23, 2002, between the Seller and the Buyer (as amended, the “Master Repurchase Agreement”).

RECITALS

WHEREAS, the Seller has requested that Buyer agree to amend the Master Repurchase Agreement as set forth below and the Buyer has agreed to such request.

WHEREAS, as of the date of this Amendment, the Seller represents to the Buyer that it is in compliance with all of the representations and warranties and all of the affirmative and negative covenants set forth in the Master Repurchase Agreement and the Letter Agreement, dated as of May 30, 2002, between the Seller and the Buyer, as amended pursuant to Amendment Number One, dated December 23, 2002, between the Seller and the Buyer (as amended, the “Letter Agreement”) and not in default under the Master Repurchase Agreement or the Letter Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows:

SECTION 1.    Effective as of May 13, 2003, the definition of “Indebtedness” in Section 2 of the Master Repurchase Agreement is hereby amended by adding the following to the end thereof:

“less (k) the aggregate amount of any indebtedness that is reflected on the balance sheet of such Person in respect of obligations incurred pursuant to a securitization transaction, solely to the extent such obligations are secured by the assets securitized thereby and are non-recourse to such Person.”

SECTION 2.    Fees and Expenses.    The Seller agrees to pay to the Buyer all fees and out of pocket expenses incurred by the Buyer in connection with this Amendment (including all reasonable fees and out of pocket costs and expenses of the Buyer’s legal counsel incurred in

connection with this Amendment), in accordance with Section 22 of the Master Repurchase Agreement.

SECTION 3.    Defined Terms.    Any terms capitalized but not otherwise defined herein shall have the respective meanings set forth in the Master Repurchase Agreement.

SECTION 4.    Representations.    In order to induce the Buyer to execute and deliver this Amendment, the Seller hereby represents to the Buyer that as of the date hereof, after giving effect to this Amendment, the Seller is in full compliance with all of the terms and conditions of the Master Repurchase Agreement and the Letter Agreement and no Default, Event of Default or Material Adverse Change has occurred under the Master Repurchase Agreement.

SECTION 5.    Limited Effect.    This Amendment shall become effective upon the execution hereof by the parties hereto. Except as expressly amended and modified by this Amendment, the Master Repurchase Agreement shall continue in full force and effect in accordance with its terms. Reference to this Amendment need not be made in the Master Repurchase Agreement or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, the Master Repurchase Agreement, any reference in any of such items to the Master Repurchase Agreement being sufficient to refer to the Master Repurchase Agreement as amended hereby.

SECTION 6.    GOVERNING LAW.    THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO CONFLICT OF LAWS DOCTRINE APPLIED IN SUCH STATE (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

SECTION 7.    Counterparts.    This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Buyer and the Seller have caused this Amendment to be executed and delivered by their duly authorized officers as of the day and year first above written.

CITIGROUP GLOBAL MARKETS REALTY CORP
By:	/S/    EVAN MITNICK
Name:	Evan Mitnick
Title:	Director

NEW CENTURY FUNDING SB-1
By:	Christiana Bank & Trust Company, not in its individual capacity but solely as trustee
By:	/s/    DEBRA A. BALLIET
Name:	Debra A. Balliet
Title:	Assistant Vice President

The undersigned Guarantors under the Guaranty and Pledge Agreement dated as of May 30, 2002, hereby acknowledges and agrees to the amendment and modification to the Master Repurchase Agreement made pursuant to this Amendment.

NEW CENTURY MORTGAGE CORPORATION
By:	/S/    KEVIN CLOYD
Name:	Kevin Cloyd
Title:	Senior Vice President

NEW CENTURY FINANCIAL CORPORATION
By:	/S/    PATTI DODGE
Name:	Patti Dodge
Title:	SVP/Controller

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EX-10.2

Exhibit 10.2

AMENDMENT NUMBER FIVE

to the

Master Loan and Security Agreement

dated as of April 1, 2000

by and among

NEW CENTURY MORTGAGE CORPORATION

NC CAPITAL CORPORATION

and

SALOMON BROTHERS REALTY CORP.

This AMENDMENT NUMBER FIVE (this “Amendment”) is made this 13^th day of May, 2003, among NEW CENTURY MORTGAGE CORPORATION, having an address at 18400 Von Karman, Irvine, California 92612 (the “Servicer”), NC CAPITAL CORPORATION, having an address at 18400 Von Karman, Irvine, California 92612 (the “Borrower”) and CITIGROUP GLOBAL MARKETS REALTY CORP., as sucesssor in interest to Salomon Brothers Realty Corp., having an address at 390 Greenwich Street, New York, New York 10013 (the “Lender”) to the MASTER LOAN AND SECURITY AGREEMENT, dated as of April 1, 2000, between the Lender, the Servicer and the Borrower (as previously amended and supplemented, the “Loan Agreement”).

RECITALS

WHEREAS, the Borrower has requested that the Lender agree to amend the Loan Agreement as more expressly set forth below and the Lender has agreed to such request.

WHEREAS, as of the date of this Amendment, each of the Borrower and the Servicer represents to the Lender that it is in compliance with all of the representations and warranties and all of the affirmative and negative covenants set forth in the Loan Agreement and is not in default under the Loan Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows:

SECTION 1.    Effective as of May 13, 2003, the definition of “Indebtedness” in Section 1 of the Loan Agreement is hereby amended by adding the following to the end thereof:

“less (k) the aggregate amount of any indebtedness that is reflected on the balance sheet of such Person in respect of obligations incurred pursuant to a securitization transaction, solely to the extent such obligations are secured by the assets securitized thereby and are non-recourse to such Person.”

SECTION 2.    Fees and Expenses.    The Borrower agrees to pay to the Lender all fees and out of pocket expenses incurred by the Lender in connection with this Amendment (including all reasonable fees and out of pocket costs and expenses of the Lender’s legal counsel incurred in connection with this Amendment), in accordance with Section 11.03(b) of the Loan Agreement.

SECTION 3.    Defined Terms.    Any terms capitalized but not otherwise defined herein shall have the respective meanings set forth in the Loan Agreement.

SECTION 4.    Representations.    In order to induce the Lender to execute and deliver this Amendment, each of the Borrower and the Servicer hereby represents to the Lender that as of the date hereof, after giving effect to this Amendment, each of the Borrower and the Servicer is in full compliance with all of the terms and conditions of the Loan Agreement and no Default or Event of Default has occurred under the Loan Agreement.

SECTION 5.    Limited Effect.    This Amendment shall become effective upon the satisfaction by the Borrower of the conditions precedent set forth in Section 5 of the Loan Agreement. Except as expressly amended and modified by this Amendment, the Loan Agreement shall continue in full force and effect in accordance with its terms. Reference to this Amendment need not be made in the Loan Agreement or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, the Loan Agreement, any reference in any of such items to the Loan Agreement being sufficient to refer to the Loan Agreement as amended hereby.

SECTION 6.    GOVERNING LAW.    THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO CONFLICT OF LAWS DOCTRINE APPLIED IN SUCH STATE (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

SECTION 7.    Counterparts.    This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Lender, the Borrower and the Servicer have caused this Amendment to be executed and delivered by their duly authorized officers as of the day and year first above written.

CITIGROUP GLOBAL MARKETS REALTY CORP
By:	/s/    EVAN MITNICK
Name:	Evan Mitnick
Title:	Director

NC CAPITAL CORPORATION
By:	/s/    KEVIN CLOYD
Name:	Kevin Cloyd
Title:	President

NEW CENTURY MORTGAGE CORPORATION
By:	/s/    KEVIN CLOYD
Name:	Kevin Cloyd
Title:	Senior President

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EX-99.1

Exhibit 99.1

            News Release

FOR ADDITIONAL INFORMATION CONTACT:

New Century Financial Corporation	Robert K. Cole, Chairman and CEO
18400 Von Karman, Suite 1000	(949) 224-5700
Irvine, CA 92612	Carrie Marrelli, VP, Investor Relations
	(949) 224-5745

NCEN Increases 2003 EPS Guidance Range from $7.40—$7.50 to $8.75—$9.25;

Declares Three-for-Two Stock Split and Maintains $0.10 Quarterly Dividend

Irvine, CA, May 22, 2003, New Century Financial Corporation (Nasdaq: NCEN) today increased its 2003 EPS guidance range from $7.40 – $7.50 to $8.75 – $9.25.

“Our production volume has continued to increase this year as we have grown our market share, especially in the eastern region of the U.S. Our strong production volume and favorable secondary market conditions are the primary reasons that we have increased our earnings guidance,” said Robert K. Cole, Chairman and CEO. “Declaring a three-for-two stock split and maintaining a $0.10 quarterly dividend are key initiatives in our quest to maximize stockholder value,” added Cole.

New Century also announced today that its Board of Directors approved a three-for-two split of its common stock. The stock split will be accomplished through a 50% stock dividend, providing stockholders of record as of June 12, 2003 with one additional share of common stock for every two shares they hold. The additional shares will be distributed on or about July 11, 2003. Stockholders will receive a cash payment in lieu of fractional shares.

After giving effect to the stock split, New Century’s revised EPS guidance range is $5.83—$6.17. The following table illustrates the effect of the stock split on the EPS guidance range:

	Low		High
Current guidance – EPS	$	7.40	$	7.50
Current guidance – net income (000’s)	$	185,000	$	185,000
Based on fully-diluted share count of (000’s)		25,000		24,667
Fully-diluted share count after split (000’s)		37,500		37,000
Current guidance – EPS revised to reflect split	$	4.93	$	5.00
New guidance – EPS	$	8.75	$	9.25
New guidance – net income (000’s)	$	218,750	$	228,167
Based on fully-diluted share count of (000’s)		25,000		24,667

Fully-diluted share count after split (000’s)		37,500		37,000
New guidance – EPS revised to reflect split	$	5.83	$	6.17

New Century’s Board of Directors has also approved a quarterly cash dividend payment to New Century’s common stockholders at the rate of $0.10 per share after the three-for-two stock split ($0.15 on a pre-split basis). The dividend will be paid on July 31, 2003 to stockholders of record at the close of business on July 15, 2003. The declaration of any future dividends will be subject to New Century’s earnings, financial position, capital requirements, contractual restrictions and other relevant factors.

“The stock split, combined with our maintenance of the current $0.10 dividend, effectively increases our dividend yield by approximately 50% and will reward our stockholders for our solid growth and future earnings potential,” stated Edward F. Gotschall, Vice Chairman and CFO. “In addition, the split will increase the number of shares of our common stock outstanding from approximately 24 million to approximately 36 million. We believe this increased liquidity will make our stock even more attractive and will increase its availability to a larger universe of investors,” added Gotschall.

About New Century

New Century Financial Corporation is a leading nationwide specialty mortgage banking company that, through its subsidiaries, originates, purchases, sells and services residential mortgage loans secured primarily by first mortgages on single-family residences.

Safe Harbor Regarding Forward-Looking Statements

Certain statements contained in this press release may be considered to be forward-looking statements under federal securities laws, and we intend that such forward-looking statements be subject to the safe harbor created thereby. Such forward-looking statements include the belief that the increased liquidity resulting from the stock split will make our stock even more attractive and will increase its availability to a larger universe of investors. We caution that the forward-looking statements are qualified by important factors that could cause actual results to differ materially from those reflected by the forward-looking statements. Such factors include, but are not limited to, (i) the condition of the U.S. economy and financial system, (ii) the condition of the markets for whole loans and mortgage-backed securities, (iii) the stability of residential property values, (iv) the potential effect of new state or federal laws and regulations, (v) the effect of increasing competition in our sector, (vi) the interest rate environment, and (vii) the outcome of litigation or regulatory actions pending against us. Additional information on these and other factors is contained in our Annual Report on Form 10-K for the year ended December 31, 2002 and our other periodic filings with the Securities and Exchange Commission. We assume no obligation to update the forward-looking statements contained in this press release.