<PAGE> 1
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) September 25, 1996
AAMES FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 0-19604 95-4340340
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(State or other jurisdiction (Commission (I.R.S. employer
of incorporation) file number) identification number)
3731 WILSHIRE BOULEVARD, LOS ANGELES, CALIFORNIA 90010
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (213) 351-6100
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Item 7: FINANCIAL STATEMENTS AND EXHIBITS
The following document is being filed in connection with, and
incorporated by reference in, the Registrant's Registration Statement on Form
S-3 No. 333-12065, which was declared effective September 20, 1996.
Exhibit Description of Exhibit
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25.1 Form T-1 Statement of Eligibility under the Trust Indenture Act
of 1939, as amended, of The Chase Manhattan Bank.
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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.
AAMES FINANCIAL CORPORATION
By: /s/ BARBARA S. POLSKY
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Barbara S. Polsky
Senior Vice President and General Counsel
Dated: September 26, 1996
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Exhibit Description of Exhibit
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25.1 Form T-1 Statement of Eligibility under the Trust Indenture Act
of 1939, as amended, of The Chase Manhattan Bank.
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Securities Act of 1933 File Number 333-12065
___________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF
1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A
TRUSTEE
PURSUANT TO SECTION 305(b)(2)
___________________
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
13-4994650
(I.R.S. Employer Identification Number)
270 Park Avenue, New York, New York
(Address of principal executive offices)
10017
(Zip Code)
___________________
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.)
Additional Subsidiary Guarantor Registrants:
<TABLE>
<CAPTION>
EXACT NAME OF STATE OR OTHER IRS EMPLOYER
REGISTRANT AS JURISDICTION OF IDENTIFICATION
SPECIFIED IN ITS INCORPORATION OR NUMBER
CHARTER ORGANIZATION
<S> <C> <C>
Aames Capital California 95-4438859
Corporation
Aames Capital Minnesota 95-2817139
Corporation of
Minnesota
Aames Funding California 95-2622032
Corporation
Aames Home Loan California 95-4362095
Aames Home Loan of California 95-2591924
America
Aames Home Loan of Colorado 84-1258091
Colorado, Inc.
Aames Home Loan of Nevada 88-0303373
Nevada, Inc.
One Stop Moratgage, Wyoming 83-0319934
Inc.
Oxford Aviation California 95-3334826
Corporation, Inc.
Oxford Escrow Co. California 95-4297792
Rosamore Financial, California 95-3864392
Inc.
Serrano Insurance Nevada 88-0334559
Services
Windsor Management California 95-3374056
Co.
</TABLE>
3731 Wilshire Boulevard, 10th Floor
Los Angeles, California 90010
(213) 351-6100
(Address, including zip code, and telephone number,
including area code of registrant's principal executive offices)
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___________________
Debt Securities
(Title of the securities)
___________________
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany,
New York 12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
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Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of Eligibility.
1. A copy of the Articles of Association of the Trustee as now in effect,
including the Organization Certificate and the Certificates of Amendment dated
February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form
T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank.)
3. None, authorization to exercise corporate trust powers being contained
in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank.)
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
(On July 14, 1996, in connection with the merger of Chemical Bank and The Chase
Manhattan Bank (National Association), Chemical Bank, the surviving corporation,
was renamed The Chase Manhattan Bank.)
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of New York and State of New York, on the 26th day
of September, 1996.
THE CHASE MANHATTAN BANK
By /s/ John Mynttinen
Second Vice President
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Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 1996, in
accordance with a call made by the Federal Reserve
Bank of this
District pursuant to the provisions of the Federal
Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
ASSETS in Millions
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin $ 4,167
Interest-bearing balances 5,094
Securities:
Held to maturity securities 3,367
Available for sale securities 27,786
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold 7,204
Securities purchased under agreements to resell
136
Loans and lease financing receivables:
Loans and leases, net of unearned income
$67,215
Less: Allowance for loan and lease losses
1,768
Less: Allocated transfer risk reserve
75
Loans and leases, net of unearned income,
allowance, and reserve 65,372
Trading Assets 28,610
Premises and fixed assets (including capitalized
leases) 1,326
Other real estate owned 26
Investments in unconsolidated subsidiaries and
associated companies 68
Customer's liability to this bank on acceptances
outstanding 995
Intangible assets 309
Other assets 6,993
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TOTAL ASSETS $151,453
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</TABLE>
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<TABLE>
<CAPTION>
LIABILITIES
<S> <C>
Deposits
In domestic offices $ 46,917
Noninterest-bearing $ 16,711
Interest-bearing 30,206
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In foreign offices, Edge and Agreement
subsidiaries, and IBF's 31,577
Noninterest-bearing $ 2,197
Interest-bearing 29,380
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Federal funds purchased and securities sold under
agreements to repurchase in domestic offices of the bank
and of its Edge and Agreement subsidiaries, and in
IBF's Federal funds purchased 12,155
Securities sold under agreements to repurchase 8,536
Demand notes issued to the U.S. Treasury 1,000
Trading liabilities 20,914
Other Borrowed money:
With a remaining maturity of one year or less 10,018
With a remaining maturity of more than one year 192
Mortgage indebtedness and obligations under
capitalized leases 12
Bank's liability on acceptances executed and
outstanding 1,001
Subordinated notes and debentures 3,411
Other liabilities 8,091
TOTAL LIABILITIES 143,824
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</TABLE>
<TABLE>
<CAPTION>
EQUITY CAPITAL
<S> <C>
Common stock 620
Surplus 4,664
Undivided profits and capital reserves 2,970
Net unrealized holding gains (Losses)
on available-for-sale securities (633)
Cumulative foreign currency translation adjustments 8
TOTAL EQUITY CAPITAL 7,629
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TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL $151,453
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</TABLE>
I, Joseph L. Sclafani, S.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY
EDWARD D. MILLER
THOMAS G. LABRECQUE
