<PAGE> 1
As filed with the Securities and Exchange Commission on October 10, 1996.
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ________ TO __________
COMMISSION FILE NUMBER 0-19604
AAMES FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 95-4340340
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3731 WILSHIRE BOULEVARD, 10TH FLOOR
LOS ANGELES, CALIFORNIA 90010
(Address of principal executive offices, including ZIP Code)
(213) 351-6100
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each Class
COMMON STOCK, PAR VALUE $0.001
PREFERRED STOCK PURCHASE RIGHTS
10.50% SENIOR NOTES DUE 2002
Securities registered pursuant to Section 12(g) of the Act:
Title of each Class
None
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No .
--- ---
Indicated by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.[ ]
At August 30, 1996, there were outstanding 15,829,835 shares of
the Common Stock of Registrant, and the aggregate market value of the shares
held on that date by non-affiliates of the Registrant, based on the closing
price ($48.875 per share) of the Registrant's Common Stock on the New York Stock
Exchange was $625,165,159. For purposes of this computation, it has been assumed
that the shares beneficially held by directors and executive officers of
Registrant were "held by affiliates"; this assumption is not to be deemed to be
an admission by such persons that they are affiliates of Registrant.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Registrant's Proxy Statement relating to its
1996 Annual Meeting of Stockholders are incorporated by
reference in Items 10, 11, 12 and 13 of Part III of this
Annual Report.
<PAGE> 2
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
In November 1995, the Company's common stock began trading under
the symbol AAM on the New York Stock Exchange (NYSE). Prior to that time, the
Company's common stock traded on the NASDAQ National Market under the symbol
AAMS. The following table sets forth the range of high and low sale prices
and per share cash dividends declared for the periods indicated. All share
prices and cash dividends through May 17, 1996 have been adjusted to reflect
the three-for-two stock split effected on that date.
<TABLE>
<CAPTION>
CASH
HIGH LOW DIVIDEND
------------------- ----------------- -------------------
<S> <C> <C> <C>
FISCAL 1996*
First Quarter $ 19 1/2 $ 11 1/2 $ .05
Second Quarter 24 1/2 16 1/8 .05
Third Quarter 25 1/8 16 1/4 .05
Fourth Quarter 37 24 1/8 .05
FISCAL 1995
First Quarter $ 6 3/8 $ 5 1/8 $ .05
Second Quarter 6 5 1/8 .05
Third Quarter 8 7/8 5 1/4 .05
Fourth Quarter 12 1/8 7 7/8 .05
* As reported by Bloomberg
</TABLE>
As of September 16, 1996, the Company had 110 stockholders of
record, and the Company believes that it had in excess of 5,500 beneficial
owners of its common stock. Since its initial public offering on December 3,
1991, the Company has consistently paid quarterly cash dividends on its common
stock. The Company declared and subsequently paid an aggregate of $.20 per
share in dividends for the year ended June 30, 1996, representing approximately
8.7% of its net income for the period. The Board of Directors of the Company,
reviews the Company's dividend policy at least annually in light of the
earnings, cash position and capital needs of the Company, general business
conditions and other relevant factors. Bank agreements generally limit the
Company's ability to pay dividends to an amount equal to its net income.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 on
Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly
authorized.
AAMES FINANCIAL CORPORATION
(Registrant)
By: /s/ Gary K. Judis
------------------------------------
Gary K. Judis
Chairman of the Board and
Chief Executive Officer
October 9, 1996
------------------
Date
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Amendment No. 1 on Form 10-K/A has been signed below by the
following persons on behalf of the registrant and in the capacities and on
the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Gary K. Judis Chairman, Chief Executive Officer, October 9, 1996
- --------------------------------------- President
Gary K. Judis
/s/ Cary H. Thompson Chief Operating Officer, Director October 9, 1996
- ---------------------------------------
Cary H. Thompson
/s/ Gregory J. Witherspoon Executive Vice President - Finance, October 9, 1996
- --------------------------------------- Chief Financial Officer, Director
Gregory J. Witherspoon
/s/ Bobbie J. Burroughs Executive Vice President - Administration, October 9, 1996
- --------------------------------------- Secretary, Director
Bobbie J. Burroughs
/s/ Neil B. Kornswiet Executive Vice President, Director October 9, 1996
- ---------------------------------------
Neil B. Kornswiet
/s/ Mark E. Elbaum Senior Vice President - Finance, October 9, 1996
- --------------------------------------- Principal Accounting Officer
Mark E. Elbaum
Director
- ---------------------------------------
Joseph R. Cerrell
Director
- ---------------------------------------
Dennis F. Holt
Director
- ---------------------------------------
Melvyn Kinder
</TABLE>
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