<PAGE> 1
As filed with the Securities and Exchange Commission on September 20, 1996
Registration No. 333-12065
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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PRE-EFFECTIVE AMENDMENT
NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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>
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EXACT NAME OF REGISTRANT STATE OR OTHER JURISDICTION OF IRS EMPLOYER
AS SPECIFIED IN ITS CHARTER INCORPORATION OR ORGANIZATION IDENTIFICATION NO.
<S> <C> <C>
Aames Capital Corporation California 95-4438859
Aames Capital Corporation of Minnesota Minnesota 95-2817135
Aames Funding Corporation California 95-2622032
Aames Home Loan California 95-4362095
Aames Home Loan of America California 95-2591924
Aames Home Loan of Colorado, Inc. Colorado 84-1258091
Aames Home Loan of Nevada, Inc. Nevada 88-0303373
One Stop Mortgage, Inc. Wyoming 83-0313934
Oxford Aviation Corporation, Inc. California 95-3334826
Oxford Escrow Co. California 95-4297792
Rossmore Financial, Inc. California 95-3864392
Serrano Insurance Services Nevada 88-0334559
Windsor Management Co. California 95-3374056
</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)
BARBARA S. POLSKY, ESQ.
AAMES FINANCIAL CORPORATION
3731 WILSHIRE BOULEVARD, 10TH FLOOR
LOS ANGELES, CALIFORNIA 90010
(213) 351-6100
(Name, Address, Including Zip code, and Telephone Number,
Including Area Code, of Agent for Service)
----------------------
Copy to:
C.N. FRANKLIN REDDICK III, ESQ.
TROOP MEISINGER STEUBER & PASICH
10940 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90024
(310) 824-7000
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities on this form are being offered pursuant to dividend
or interest reinvestment plans, please check the following box: [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering: [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, Please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Amount to Be Proposed Maximum Offering Proposed Maximum Amount of
TITLE OF SHARES TO BE REGISTERED Registered(1) Price Per Share(1) Aggregate Offering Price(2) Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities and Common Stock, --- --- $300,000,000 $103,448(4)
par value $0.001 per share(3)
Guarantees of Subsidiaries N/A N/A N/A N/A(5)
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</TABLE>
(1) Not included pursuant to Rule 457(o).
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o).
(3) Includes certain Preferred Stock Purchase Rights of Registrant,
exercisable upon the occurrence of certain events. See "Description
of Capital Stock -- Anti-takeover Provisions" in the Prospectus which
constitutes a part of this Registration Statement.
(4) Previously paid.
(5) No separate fee payable pursuant to Rule 457(n).
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE> 2
PROSPECTUS
$300,000,000
AAMES FINANCIAL CORPORATION
DEBT SECURITIES AND COMMON STOCK
------------
This Prospectus relates to the public offering by Aames Financial
Corporation, a Delaware corporation ("Aames" or the "Company"), of its unsecured
debt securities which may be issued from time to time in one or more series (the
"Debt Securities") and shares of its Common Stock, par value $0.001 per share
(the "Common Stock"), with an aggregate public offering price of up to
$300,000,000. The Debt Securities and the Common Stock are collectively referred
to herein as the "Securities."
In the case of Debt Securities, the specific title, the aggregate
principal amount, the purchase price, the maturity, the rate (or method of
calculation) and time of payment of interest, if any, the right of the Company,
if any, to defer payment of interest on the Debt Securities and the maximum
length of such deferral period, any redemption or sinking fund provisions, any
conversion provisions, any subordination terms, any covenants and any other
specific term of the Debt Securities will be set forth in a supplement to this
Prospectus (each, a "Prospectus Supplement"). In the case of Common Stock, the
specific number of shares and the issuance price per share will be set forth in
the Prospectus Supplement. The Prospectus Supplement will also disclose whether
the Securities will be listed on a national securities exchange and if they are
not to be listed, the possible effects thereof on their marketability. If so
specified in the Prospectus Supplement, Securities may be issued, in whole or in
part, in book-entry form. The Risk Factors applicable to any offering of the
Securities will be contained in the Prospectus Supplement.
Securities may be sold directly, through agents from time to time,
through underwriters and/or dealers or through a combination of such methods. If
any agent of the Company or any underwriter is involved in the sale of the
Securities, the name of such agent or underwriter and any applicable commission
or discount will be set forth in the Prospectus Supplement. See "Plan of
Distribution."
This Prospectus may not be used to consummate sales of Securities
unless accompanied by a Prospectus Supplement.
---------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION REVIEWED OR PASSED UPON THE ACCURACY OR
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
---------------
The date of this Prospectus is September 23, 1996
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AVAILABLE INFORMATION
The Company has filed with the Commission a Registration Statement on
Form S-3 (the "Registration Statement) under the Securities Act with respect to
the Common Stock offered hereby. This Prospectus, which constitutes part of the
Registration Statement does not contain all of the information set forth in the
Registration Statement and the exhibits and schedules thereto. For further
information with respect to the Company and the Common Stock offered hereby,
reference is hereby made to such Registration Statement, and the exhibits and
schedules thereto which may be obtained from the Commission's principal office
in Washington, D.C., upon payment of the fees prescribed by the Commission.
Statements contained in this Prospectus as to the contents of any contract,
agreement or other document are not necessarily complete, and in each instance
reference is made to the copy of such contract or other document filed as an
exhibit to the Registration Statement of which this Prospectus forms a part.
The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files periodic reports and other information with the Securities and
Exchange Commission (the "Commission"). For further information with respect to
the Company, reference is hereby made to such reports and other information
which can be inspected and copied at the public reference facilities maintained
by the Commission at Room 1025, 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the Commission's Regional Offices located at Seven World Trade Center,
13th Floor, New York, New York 10048 and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies may also be obtained at
prescribed rates from the Public Reference Section of the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549. In addition, reports,
proxy statements and other information concerning the Company can also be
inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005, on which exchange the Company's Common Stock is
listed.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the
Commission pursuant to the Exchange Act are incorporated by reference into this
Prospectus:
(1) the Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1996; and
(2) the Company's Current Reports on Form 8-K dated July 10, 1996,
August 7, 1996, August 13, 1996 and September 12, 1996
(including Form 8-K/A dated September 16, 1996).
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the securities covered by this Prospectus shall
be deemed to be incorporated by reference herein and to be part hereof from the
date of filing of such documents. Any statement contained herein or in a
document, all or a portion of which is incorporated or deemed to be incorporated
by reference herein, shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus has been delivered, upon the oral or written
request of any such person, a copy of any or all of the documents incorporated
herein by reference (other than exhibits to such documents, unless such exhibits
are expressly incorporated by reference into such documents). Written requests
for such copies should be directed to the Company's Secretary at 3731 Wilshire
Boulevard, 10th Floor, Los Angeles, California 90010, or made by telephone at
(213) 351-6100.
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THE COMPANY
Aames Financial Corporation (the "Company"), founded in 1954, is a
consumer finance company engaged in the business of originating, purchasing,
selling and servicing home equity mortgage loans secured by single family
residences. The Company's principal market is credit-impaired borrowers who have
significant equity in their homes but whose borrowing needs are not being met by
traditional financial institutions due to credit exceptions or other factors.
The Company focuses its efforts on collateral lending and believes that it
originates and purchases a greater proportion of lower credit grade loans ("C-"
and "D" loans) than most other lenders to credit-impaired borrowers. These lower
credit grade loans are characterized by lower combined loan-to-value ratios and
higher average interest rates than higher credit grade loans ("A-," "B" and "C"
loans). The Company believes lower credit-quality borrowers represent an
underserved niche of the home equity loan market and present an opportunity to
earn a superior return for the risks assumed. Although the Company has
historically experienced delinquency rates that are higher than those prevailing
in its industry, management believes the Company's historical loan losses are
generally lower than those experienced by most other lenders to credit-impaired
borrowers because of the lower combined loan-to-value ratios on the Company's
lower credit grade loans. The mortgage loans originated and purchased by the
Company are generally used by borrowers to consolidate indebtedness or to
finance other consumer needs rather than to purchase homes. Consequently, the
Company believes that it is not as dependent as traditional mortgage bankers on
levels of home sales or refinancing activity prevailing in its markets.
The Company originates and purchases loans through three production
channels. The Company has historically originated its loans through its retail
loan office network. In 1994, the Company diversified its production channels to
include a wholesale correspondent program which consisted initially of
purchasing loans from other mortgage bankers and financial institutions
underwritten in accordance with the Company's guidelines. In fiscal 1996, this
program was expanded to include the purchase of loans in bulk from other
mortgage bankers and financial institutions. On August 28, 1996, the Company
acquired One Stop Mortgage, Inc. ("One Stop"), which further diversified the
Company's production channels to include the originations and purchase of
mortgage loans from a network of independent mortgage brokers. While the Company
intends to continue focusing on its traditional niche in the "C-" and "D" credit
grade loans, the Company also intends to continue to diversify the loans it
originates and purchases through its three production channels to include more
"A-," "B" and "C" credit grade loans. The Company underwrites every loan it
originates and re-underwrites and reviews appraisals on all loans it purchases.
Substantially all of the mortgage loans originated and purchased by the
Company are sold in the secondary market through public securitizations in order
to enhance profitability, maximize liquidity and reduce the Company's exposure
to fluctuations in interest rates. In a securitization, the Company recognizes a
gain on the sale of loans securitized upon the closing of the securitization,
but does not receive the excess servicing, which is payable over the actual life
of the loans securitized. The excess servicing represents, over the estimated
life of the loans, the excess of the weighted average interest rate on the pool
of loans sold over the sum of the investor pass-through rate, normal servicing
fee and the monoline insurance fee. The net present value of that excess
(determined based on certain prepayment and loss assumptions) less transaction
expenses is recorded as excess servicing gain or loss at the time of the closing
of the securitization. The Company securitized and sold in the secondary market
$107 million, $317 million and $791 million of loans in the years ended June 30,
1994, 1995 and 1996, respectively. Each of the Company's securitizations has
been credit-enhanced by insurance provided by a monoline insurance company to
receive ratings of "Aaa" by Moody's Investors Service and "AAA" from Standard &
Poor's.
The Company retains the servicing rights (collecting loan payments and
handling borrower defaults) to substantially all of the loans it originates or
purchases. At June 30, 1996, the Company had a servicing portfolio of $1.25
billion, 27% of which was serviced by subservicers. In fiscal 1996, the Company
serviced directly all loans in its servicing portfolio which were secured by
mortgaged properties located in Arizona, California, Colorado, Nevada, Oregon,
Utah and Washington. Loans secured by properties located in other states were
serviced through one or more subservicers which were paid a fee per loan and a
participation in certain other fees paid by the borrowers. The Company will
implement in fiscal 1997 a new servicing system which will provide the Company
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the capability to service in house all loans originated or purchased by it
regardless of the state in which the mortgaged property is located
The Company is a Delaware corporation with the principal executive
offices located at 3731 Wilshire Boulevard, 10th floor, Los Angeles, California
90010, telephone number (213) 351-6100.
USE OF PROCEEDS
The primary purpose of this Offering is to provide the Company with
additional capital to fund its growth, including increasing the amount of loans
the Company can fund and hold for pooling and sale in the secondary market,
general corporate purposes, and for the possible acquisition of other related
businesses as opportunities arise. Although the Company from time to time
considers acquisitions and other opportunities for future growth, the Company
has not entered into any arrangement, agreement, or understanding with respect
to future acquisitions. Pending their ultimate application, the net proceeds
will be invested in high quality, short-term, interest-bearing investments and
deposit accounts.
RATIO OF EARNINGS TO FIXED CHARGES
The Company's ratio of earnings to fixed charges represents the ratio
of (i) the sum of income before taxes plus interest expense to (ii) interest
expense. The ratio of earning to fixed charges for each of the five fiscal years
ended June 30, 1992, 1993, 1994, 1995 and 1996 was 25:1, 41:1, 29:1, 6.4:1
and 6.7:1, respectively.
DESCRIPTION OF DEBT SECURITIES
GENERAL
The Debt Securities will be issued under an Indenture (the "Indenture")
between the Company and the trustee named in the applicable Prospectus
Supplement as trustee (the "Trustee"). The statements under this caption are
brief summaries of certain provisions contained in the Indenture, do not purport
to be complete and are qualified in their entirety by reference to the
Indenture, a copy of which is an exhibit to and incorporated in the Registration
Statement. Terms used but not defined under this caption have the meanings given
to them in the Indenture.
The following description of the terms of the Debt Securities sets
forth certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of any Debt Securities
and the extent, if any, to which such general provisions do not apply to such
Debt Securities will be described in the Prospectus Supplement relating to such
Debt Securities.
The Indenture does not limit the amount of Debt Securities that may be
issued thereunder, and the Indenture provides that Debt Securities of any series
may be issued thereunder up to the aggregate principal amount which may be
authorized from time to time by the Company's board of directors ("Board of
Directors").
Debt Securities of a series may be issuable in registered form with or
without coupons ("Registered Securities"), in bearer form with or without
coupons attached ("Bearer Securities") or in the form of one or more global
securities in registered or bearer form (each a "Global Security"). Bearer
Securities, if any, will be offered only to non-United States persons and to
offices located outside the United States of certain United States financial
institutions. Reference is made to the Prospectus Supplement for a description
of the following terms, where applicable, of each series of Debt Securities in
respect of which this Prospectus is being delivered: (1) the title of such Debt
Securities; (2) the limit, if any, on the aggregate principal amount or
aggregate initial public offering price of such Debt Securities; (3) the
priority of payment of such Debt Securities; (4) the price or prices (which may
be expressed as a percentage of the aggregate principal amount thereof) at which
the Debt Securities will be issued; (5) the date or dates on which the principal
of the Debt Securities will be payable; (6) the rate or rates (which may be
fixed or variable) per annum at which such Debt Securities will bear interest,
if any, or the method of determining the same; (7) the date or dates from which
such interest, if any, on the Debt Securities will accrue, the date or dates on
which such interest, if any, will be payable, the date or dates on which payment
of such interest,
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if any, will commence and the date, if any, specified in the Debt Security as
the "Regular Record Date" for such interest payment dates; (8) the extent to
which any of the Debt Securities will be issuable in temporary or permanent
global form, and the manner in which any interest payable on a temporary or
permanent global Debt Security will be paid; (9) each office or agency where,
subject to the terms of the applicable Indenture, the Debt Securities may be
presented for registration of transfer or exchange; (10) the place or places
where the principal of (and premium, if any) and interest, if any, on the Debt
Securities will be payable; (11) the date or dates, if any, after which such
Debt Securities may be redeemed or purchased in whole or in part, at the option
of the Company, or may be required to be purchased or redeemed at the option of
the holder, and the redemption or repayment price or prices thereof; (12) the
denomination or denominations in which such Debt Securities are authorized to be
issued; (13) any index used to determine the amount of payments of principal of,
premium, if any, and interest on the Debt Securities; (14) whether any of the
Debt Securities are to be issuable as Bearer Securities and/or Registered
Securities, and if issuable as Bearer Securities, any limitations on issuance of
such Bearer Securities and any provisions regarding the transfer or exchange of
such Bearer Securities (including exchange for registered Debt Securities of the
same series); (15) the payment of any additional amounts with respect to the
Debt Securities; (16) information with respect to book-entry procedures not
currently set forth in the Indenture; (17) any additional covenants or Events of
Default not currently set forth in the Indenture; and (18) any other terms of
such Debt Securities.
EVENTS OF DEFAULT, WAIVERS, ETC.
An Event of Default with respect to Debt Securities of any series is
defined in the Indenture as (i) default in the payment of the principal of or
premium, if any, on any Debt Security of such series when due, (ii) default in
the payment of interest upon any Debt Security of such series when due and the
continuance of such default for a period of 30 days, (iii) default in the
observance or performance of any other covenant or agreement of the Company or
any Guarantor in the Debt Securities of such series or the Indenture and
continuance of such default for 30 days after written notice, (iv) certain
events of bankruptcy, insolvency or reorganization of the Company or any
Guarantor or (v) any other Event of Default provided with respect to Debt
Securities of any series.
If any Event of Default (other than certain events of bankruptcy,
insolvency or reorganization) with respect to any series of Debt Securities for
which there are Debt Securities outstanding under the Indenture occurs and is
continuing, either the applicable Trustee or the holders of not less than 25% in
aggregate principal amount of the Debt Securities of such series may declare the
principal amount of all Debt Securities of that series to be immediately due and
payable. If any Event of Default arising from certain events of bankruptcy,
insolvency or reorganization of the Company or any Guarantor occurs, the
principal amount of all Debt Securities of that series shall be ipso facto
immediately due and payable. The holders of a majority in aggregate principal
amount of the Debt Securities of any series outstanding under the Indenture may
waive the consequences of an Event of Default resulting in acceleration of such
Debt Securities, but only if all Events of Default have been remedied and all
payments due (other than those due as a result of acceleration) have been made.
If an Event of Default occurs and is continuing, the Trustee may in its
discretion, or at the written request of holders of not less than a majority in
aggregate principal amount of the Debt Securities of any series outstanding
under the Indenture and upon reasonable indemnity against the costs, expenses
and liabilities to be incurred in compliance with such request and subject to
certain other conditions set forth in the Indenture, proceed to protect the
rights of the holders of all the Debt Securities of such series. If the Trustee
fails within 60 days after its receipt of such a written request and offer of
indemnity to institute any such proceeding, any holder of a Debt Security who
has previously given notice to the Trustee of a continuing Event of Default may
institute such a proceeding. The holders of a majority in aggregate principal
amount of Debt Securities of any series outstanding under the Indenture may
waive any past default under the Indenture with respect to such series except a
default in the payment of principal of, premium, if any, or interest on the Debt
Securities of such series and except for the waiver of a covenant or provision
that, pursuant to the Indenture, cannot be modified or amended without the
consent of holders of all such Debt Securities then outstanding.
The Indenture provides that in the event of an Event of Default
specified in clause (i) or (ii) of the first paragraph under "Events of Default,
Waivers, Etc.," the Company will, upon demand of the applicable Trustee, pay to
it, for the benefit of the holder of any such Debt Security, the whole amount
then due and payable on such
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Debt Security for principal, premium, if any, and interest. The Indenture
further provides that if the Company fails to pay such amount forthwith upon
such demand, the applicable Trustee may, among other things, institute a
judicial proceeding for the collection thereof.
The Indenture also provide that notwithstanding any other provision of
the Indenture, each holder of any Debt Security of any series will have the
right to institute suit for the enforcement of any payment of principal of,
premium, if any, and interest on such Debt Security when due and that such right
may not be impaired without the consent of such holder.
The Company is required to file annually with the Trustee a written
statement of officers as to the existence or non-existence of defaults under the
Indenture or the Debt Securities.
GUARANTEE
The Indenture provides that one or more guarantors (the "Guarantors")
may guaranty the performance and punctual payment when due, whether at stated
maturity, by acceleration or otherwise, of all obligations of the Company under
the Debt Securities of any series and the Indenture (a "Guarantee"). The
liability of any Guarantor under a Guarantee is independent of and not in
consideration of or contingent upon the liability of the Company or any other
party obligated under the Debt Securities or the Indenture, and a separate
action or actions may be brought or prosecuted against any such Guarantor,
whether or not any action is brought or prosecuted against the Company or any
other party obligated under the Debt Securities or the Indenture or whether the
Company or any other party obligated under the Debt Securities or the Indenture
is joined in any such action or actions. Such Guarantee, however, will be
limited to an amount not to exceed the maximum amount that can be Guaranteed by
such Guarantor without rendering the Guarantee, as it relates to such Guarantor,
voidable under Section 548 of the Federal Bankruptcy Code or any applicable
provisions of comparable state law.
The Guarantee of any Guarantor is a continuing guaranty and will remain
in full force and effect until payment in full of all of the guaranteed
obligations.
REGISTRATION AND TRANSFER
Unless otherwise indicated in the applicable Prospectus Supplement,
Debt Securities will be issued only as Registered Securities. If Bearer
Securities are issued, the United States Federal income tax consequences and
other special considerations, procedures and limitations applicable to such
Bearer Securities will be described in the Prospectus Supplement relating
thereto.
Unless otherwise indicated in the applicable Prospectus Supplement,
Debt Securities issued as Registered Securities will be without coupons. Debt
Securities issued as Bearer Securities will have interest coupons attached,
unless issued as zero coupon securities.
Registered Securities (other than a Global Security) may be presented
for transfer (with the form of transfer endorsed thereon duly executed) or
exchanged for other Debt Securities of the same series at the office of the
security registrar appointed by the Company (the "Security Registrar") specified
according to the terms of the applicable Indenture. The Company has agreed in
the Indenture that, with respect to Registered Securities having the City of New
York as a place of payment, the Company will appoint a Security Registrar or a
co-security registrar, as may be appropriate (the "Co-Security Registrar"),
located in the City of New York for such transfer or exchange. Unless otherwise
provided in the applicable Prospectus Supplement, such transfer or exchange
shall be made without service charge, but the Company may require payment of any
taxes or other governmental charges as described in the applicable Indenture.
Provisions relating to the exchange of Bearer Securities for other Debt
Securities of the same series (including, if applicable, Registered Securities)
will be described in the applicable Prospectus Supplement. In no event, however,
will Registered Securities be exchangeable for Bearer Securities.
GLOBAL SECURITIES
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Debt Securities of a series may be issued in whole or in part in the
form of one or more Global Securities that will be deposited with, or on behalf
of, a depositary (the "Depositary") identified in the Prospectus Supplement
relating to such series. Global Securities may be issued in either registered or
bearer form and in either temporary or permanent form. Unless and until it is
exchanged in whole or in part for the individual Debt Securities represented
thereby, a Global Security may not be transferred except as a whole by the
Depositary for such Global Security to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary or another nominee of such
Depositary or by the Depositary or any nominee to a successor Depositary or any
nominee of such successor.
The specific terms of the depositary arrangement with respect to a
series of Debt Securities and certain limitations and restrictions relating to a
series of Debt Securities in the form of one or more Global Securities will be
described in the Prospectus Supplement relating to such series. The Company
anticipates that the following provisions will generally apply to depositary
arrangements.
Upon the issuance of a Global Security, the Depositary for such Global
Security or its nominee will credit, on its book-entry registration and transfer
system, the respective principal amounts of the individual Debt Securities
represented by such Global Security to the accounts of persons that have
accounts with such Depositary. Such accounts shall be designated by the
underwriters or agents with respect to such Debt Securities. Ownership of
beneficial interests in a Global Security will be limited to persons that have
accounts with the applicable Depositary ("participants") or persons that may
hold interests through participants. Ownership of beneficial interests in such
Global Security will be shown on, and the transfer of that ownership will be
effected only through, records maintained by the applicable Depositary or its
nominee (with respect to interests of participants) and the records of
participants (with respect to interests of persons other than participants). The
laws of some states require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such limits and such laws may
impair the ability to transfer beneficial interests in a Global Security.
So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner or holder of the Debt
Securities represented by such Global Security for all purposes under the
Indenture governing such Debt Securities. Except as provided below, owners of
beneficial interests in a Global Security will not be entitled to have any of
the individual Debt Securities of the series represented by such Global Security
registered in their names, will not receive or be entitled to receive physical
delivery of any such Debt Securities of such series in definitive form and will
not be considered the owners or holders thereof under the Indenture governing
such Debt Securities.
Payments of principal of, premium, if any, and interest on individual
Debt Securities represented by a Global Security registered in the name of a
Depositary or its nominee will be made to the Depositary or its nominee, as the
case may be, as the registered owner of the Global Security representing such
Debt Securities. None of the Company, the Trustee for such Debt Securities, any
person authorized by the Company to pay the principal of, premium, if any, or
interest on any Debt Securities or any coupons appertaining thereto on behalf of
the Company ("Paying Agent"), and the Security Registrar for such Debt
Securities will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of the Global Security for such Debt Securities or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.
Subject to certain restrictions relating to Bearer Securities, the
Company expects that the Depositary for a series of Debt Securities or its
nominee, upon receipt of any payment of principal, premium or interest in
respect of a permanent Global Security representing any of such Debt Securities,
will credit participants' accounts immediately with payments in amounts
proportionate to their respective beneficial interests in the principal amount
of such Global Security for such Debt Securities as shown on the records of such
Depositary or its nominee. The Company also expects that payments by
participants to owners of beneficial interests in such Global Security held
through such participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in "street name." Such payments will be
the responsibility of such participants. With respect to owners of beneficial
interests in a temporary Global Security
7
<PAGE> 9
representing Bearer Securities, receipt by such beneficial owners of payments of
principal, premium or interest in respect thereof will be subject to additional
restrictions.
If the Depositary for a series of Debt Securities is at any time
unwilling, unable or ineligible to continue as depositary and a successor
depositary is not appointed by the Company within 90 days, the Company will
issue individual Debt Securities of such series in definitive form in exchange
for the Global Security representing such series of Debt Securities. In
addition, the Company may at any time and in its sole discretion, subject to any
limitations described in the Prospectus Supplement relating to such Debt
Securities, determine not to have any Debt Securities of a series represented by
one or more Global Securities and, in such event, will issue individual Debt
Securities of such series in definitive form in exchange for the Global Security
or Securities representing such series of Debt Securities. Further, if the
Company so specifies with respect to the Debt Securities of a series, an owner
of a beneficial interest in a Global Security representing Debt Securities of
such series may, on terms acceptable to the Company, the Trustee and the
Depositary for such Global Security, receive Debt Securities of such series in
definitive form in exchange for such beneficial interests, subject to any
limitations described in the Prospectus Supplement relating to such Debt
Securities. In any such instance, an owner of a beneficial interest in a Global
Security will be entitled to physical delivery in definitive form of Debt
Securities of the series represented by such Global Security equal in principal
amount to such beneficial interest and to have such Debt Securities registered
in its name (if the Debt Securities of such series are issuable as Registered
Securities). Debt Securities of such series so issued in definitive form will be
issued (i) as Registered Securities in denominations, unless otherwise specified
by the Company, of $1,000 and integral multiples thereof if the Debt Securities
of such series are issuable as Registered Securities, (ii) as Bearer Securities
in the denomination, unless otherwise specified by the Company, of $5,000 if the
Debt Securities of such series are issuable as Bearer Securities or (iii) as
either Registered or Bearer Securities, if the Debt Securities of such series
are issuable in either form. Certain restrictions may apply, however, on the
issuance of a Bearer Security in definitive form in exchange for an interest in
a Global Security.
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in an applicable Prospectus Supplement,
payment of principal of and premium, if any, on Registered Securities will be
made at the office of such Paying Agent or Paying Agents as the Company may
designate from time to time. At the option of the Company, payment of any
interest may be made by check mailed to the address of the person entitled
thereto as such address shall appear in the applicable security register kept by
the Company ("Security Register"). Unless otherwise indicated in an applicable
Prospectus Supplement, payment of any installment of interest on Registered
Securities will be made to the person in whose name such Debt Security is
registered at the close of business on the Regular Record Date for such payment.
Unless otherwise indicated in an applicable Prospectus Supplement,
payment of principal of, premium, if any, and any interest on Bearer Securities
will be payable, subject to any applicable laws and regulations, at the offices
of such Paying Agents outside the United States as the Company may designate
from time to time or, at the option of the holder, by check mailed to any
address outside the United States or by transfer to an account maintained by the
payee with a bank located outside the United States. Unless otherwise indicated
in an applicable Prospectus Supplement, payment of interest on Bearer Securities
will be made only against surrender of the coupon relating to such interest
payment date. No payment with respect to any Bearer Security will be made at any
office or agency of the Company in the United States or by check mailed to any
address in the United States or by transfer to an account maintained with a bank
located in the United States.
CONDOLIDATION, MERGER OR SALE OF ASSETS
The Indenture provides that neither the Company nor any Guarantor may,
without the consent of the holders of the Debt Securities outstanding under the
Indenture, consolidate with, merge into or transfer all or substantially all of
the property and assets of any division or line of business to any single
person, unless (i) any such successor assumes the Company's or such Guarantor's
obligations on the applicable Debt Securities and under the Indenture, (ii)
after giving effect thereto, no Event of Default shall have happened and be
continuing and (iii) the Company has delivered to the Trustee an officers'
certificate and an opinion of counsel each stating that such consolidation,
merger, conveyance or transfer and the supplemental indenture pursuant to which
the successor assumes the
8
<PAGE> 10
Company's or such Guarantor's obligations on the applicable Debt Securities
comply with Article 10 of the Indenture and that all conditions precedent
therein provided for relating to such transaction have been complied with.
Accordingly, unless otherwise specified in an applicable Prospectus Supplement,
any such consolidation, merger or transfer of assets substantially as an
entirety that meets the conditions described above would not create any Event of
Default which would entitle holders of the Debt Securities, or the Trustee on
their behalf, to take any of the actions described above under "Events of
Default, Waivers, Etc." Additionally, upon any such consolidation or merger, or
any such conveyance or transfer of the properties and assets of the Company or
any Guarantor substantially as an entirety, the successor person formed by such
consolidation or into which the Company or such Guarantor is merged or to which
such conveyance or transfer is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Company or such Guarantor under
the Indenture with the same effect as if such successor person had been named as
the Company or such Guarantor. In the event of any such conveyance or transfer,
the Company as the predecessor corporation and such Guarantor shall be relieved
of all obligations and covenants under the Indenture and may be dissolved, wound
up and liquidated at any time thereafter.
LEVERAGED AND OTHER TRANSACTIONS
The Indenture contains no provisions which would afford holders of the
Debt Securities protection in the event of a highly leveraged or other
transaction involving the Company which could adversely affect the holders of
Debt Securities. Provisions, if any, applicable to any such transaction will be
described in an applicable Prospectus Supplement.
MODIFICATION OF THE INDENTURE; WAIVER OF COVENANTS
The Indenture provides that, with the consent of the holders of not
less than a majority in aggregate principal amount of the outstanding Debt
Securities of each affected series, modifications and alterations of the
Indenture may be made which affect the rights of the holders of such Debt
Securities, except that no such modification or alteration may be made without
the consent of the holder of each Debt Security so affected which would, among
other things, (i) change the maturity of the principal of, or of any installment
of interest (or premium, if any) on, any Debt Security issued pursuant to the
Indenture, or reduce the principal amount thereof or any premium thereon or the
rate of interest thereon, or change the method of calculation of interest or the
currency of payment of principal or interest (or premium, if any) on, or reduce
the minimum rate of interest thereon, or impair the right to institute suit for
the enforcement of any such payment on or with respect to any such Debt Security
or (ii) reduce the above-stated percentage in principal amount of outstanding
Debt Securities required to modify or alter the Indenture.
The Indenture also provides that, without the consent of any holder of
Debt Securities, the Company, when authorized by a resolution of its Board of
Directors, and the Trustee, at any time and from time to time, may enter into
one or more supplemental Indenture to the Indenture to (i) evidence the
succession of another corporation or person to the Company or any Guarantor, as
the case may be, in the Indenture and in the Debt Securities, (ii) evidence and
provide for a successor Trustee, (iii) add to the covenants of the Company or
any Guarantor for the benefit of the holders of Debt Securities of all or any
series or to surrender any right or power conferred upon the Company or any
Guarantor in the Indenture, (iv) cure any ambiguity, correct or supplement any
provision which may be inconsistent or make any other provisions with respect to
matters or questions arising under the Indenture, provided the interests of the
holders of Debt Securities of any series are not adversely affected, (v) add any
additional Events of Default, (vi) make certain changes with respect to Bearer
Securities which do not adversely affect the interests of the holders of Debt
Securities of any series, (vii) add to, change or eliminate any provision of the
Indenture; provided that such addition, change or elimination (a) becomes
effective only when there is no Debt Security outstanding of a series created
prior to the execution of such supplemental indenture which is adversely
affected or (b) does not apply to any outstanding Debt Securities, (viii)
establish the form or terms of Debt Securities of any series as permitted under
the Indenture, (ix) evidence any changes to corporate Trustee eligibility
authorized by the Trust Indenture Act of 1939, as amended (the "Trust Indenture
Act"), or (x) add to or change or eliminate any provision of the Indenture as
necessary to comply with the Trust Indenture Act provided such action does not
adversely affect the interests of the holders of Debt Securities of any series.
9
<PAGE> 11
GOVERNING LAW
The Indenture and the Debt Securities will be governed by, and
construed in accordance with, the laws of the State of New York.
REGARDING THE TRUSTEE
The Indenture contains certain limitations on the right of the Trustee,
if and when the Trustee becomes a creditor of the Company (or any other obligor
upon the Debt Securities), regarding the collection of such claims against the
Company (or any such other obligor). Except as provided in the following
sentence, the Indenture does not prohibit the Trustee from serving as trustee
under any other indenture to which the Company may be a party from time to time
or from engaging in other transactions with the Company. If the Trustee acquires
any conflicting interest and there is a default with respect to any series of
Debt Securities, it must eliminate such conflict or resign.
DESCRIPTION OF CAPITAL STOCK
The total number of shares that the Company is authorized to issue is
51,000,000, consisting of 50,000,000 shares of Common Stock, par value $0.001
per share, and 1,000,000 shares of Preferred Stock, par value $0.001 per share.
The following statements are brief summaries of certain provisions relating to
the Company's capital stock.
COMMON STOCK
The holders of Common Stock are entitled to one vote for each share
held of record on all matters to be voted on by the stockholders. The holders of
Common Stock are entitled to receive ratably dividends when, as and if declared
by the Board of Directors out of funds legally available therefor. In the event
of a liquidation, dissolution or winding up of the Company, the holders of
Common Stock are entitled, subject to the rights of holders of Preferred Stock
issued by the Company, if any, to share ratably in all assets remaining
available for distribution to them after payment of liabilities and after
provision is made for each class of stock, if any, having preference over the
Common Stock.
The holders of Common Stock, as such, have no conversion, preemptive or
other subscription rights and there are no redemption provisions applicable to
the Common Stock. All the outstanding shares of Common Stock are, and the shares
of Common Stock to be issued on conversion of the Debentures offered hereby will
be, validly issued, fully paid and nonassessable.
The Company distributes periodic reports and other information,
including notices of annual meetings and special meetings of the stockholders of
the Company, to recordholders of Common Stock to the addresses indicated on the
Company's stock records.
PREFERRED STOCK
The Board of Directors has the authority to issue the authorized and
unissued Preferred Stock in one series with such designations, rights and
preferences as may be determined from time to time by the Board of Directors.
Accordingly, the Board of Directors is empowered, without stockholder approval,
to issue Preferred Stock with dividend, liquidation, conversion, voting or other
rights which adversely affect the voting power or other rights of the holders of
the Common Stock. In the event of issuance, the Preferred Stock could be
utilized under certain circumstances as a way of discouraging, delaying or
preventing an acquisition or change in control of the Company.
The Company does not currently intend to issue any shares of its Preferred
Stock.
ANTI-TAKEOVER PROVISIONS
The Company's Certificate of Incorporation and Bylaws include a number
of provisions which may have the effect of discouraging persons from pursuing
non-negotiated takeover attempts. These provisions include a
10
<PAGE> 12
classified Board of Directors, the inability of stockholders to take action by
written consent without a meeting, the inability of stockholders to call for a
special meeting of stockholders under certain circumstances without the approval
of the Board and the inability of stockholders to remove directors without
cause.
The Company's employment arrangements with its Chief Executive Officer,
Chief Operating Officer, Executive Vice President and President of One Stop,
and certain other senior executives provide for the payment of multiple years
of compensation and acceleration of stock options in the event of certain
changes in control.
Each share of the Company's outstanding Common Stock also evidences one
stock purchase right (a "Right") pursuant to the terms and conditions of a
Stockholders' Rights Plan adopted by the Company in June 1996 (the "Rights
Plan"). In general, the Rights will not be exercisable, or transferable, apart
from the Common Stock, until the tenth day after a person or group (other than
an "Exempt Person" as defined in the Rights Plan) either: (i) acquires
beneficial ownership of 15% or more of the outstanding Common Stock; or (ii)
commences a tender offer or an exchange offer, to acquire beneficial ownership
of 15% or more of the outstanding Common Stock; or (iii) who previously acquired
15% or more of the Common Stock in a transaction approved by the Board of
Directors increases its ownership of Common Stock by more than 1%; or (iv) files
a registration statement with the SEC with respect to an exchange offer to
acquire 15% or more of the Common Stock; or (v) who beneficially owns 10% or
more of the outstanding Common Stock is declared an "Adverse Person" by the
Board of Directors
Following an event described above, each Right will be converted into a
right to purchase from the Company, for the Exercise price, that number of one
one-hundredth (1/100th) of a share of Preferred Stock (or, in certain
circumstances, Common Stock, cash, property, or other securities of the Company)
having a market value of twice the Exercise Price. Further, if after the Rights
become exercisable, the Company or a majority of its assets or earning power is
acquired by merger, consolidation, transfer, sale or otherwise, each Right will
be converted into the right to purchase that number of shares of common stock of
the surviving entity or (in certain circumstances) its parent corporation,
having a market value of twice the Exercise Price. In general, no Adverse
Person, nor the person or group whose purchase transaction or tender or exchange
offer triggers the exercisability of the Rights, nor any of that person's or
group's transferees, may exercise Rights held by them.
Each Right, at the option of the holder of the Right, also may be
exercised without the payment of cash. In such case, the Right's holder will
receive securities having a value equal to the difference between the value of
the securities that would have been issuable upon payment of the exercise price
and the exercise price.
At any time prior to the tenth day following an event described in (i)
through (v), above, the Board of Directors may redeem all outstanding Rights at
a price of $0.001 per Right, and may amend the Rights Agreement and the Rights
in any and all respects. The Rights will expire at the earliest date of their
redemption or June 20, 2006.
SECTION 203 OF THE DELAWARE LAW
The Company is a Delaware corporation and is subject to Section 203 of
the Delaware General Corporation Law the ("DGCL"). Section 203 of the DGCL
prevents an "interested stockholder" (defined generally as a person owning 15%
or more of a corporation's outstanding voting stock or an affiliate of such
person) from engaging in a "business combination" (as defined) with a Delaware
corporation for three years following the date such person became an interested
stockholder unless (i) before such person became an interested stockholder, the
board of directors of the corporation approved the transaction in which the
interested stockholder became an interested stockholder or approved the business
combination; (ii) upon consummation of the transaction that resulted in the
interested stockholder becoming an interested stockholder, the interested
stockholder owns at least 85% of the voting stock of the corporation outstanding
at the time the transaction commenced (excluding stock held by directors who are
also officers of the corporation and employee stock plans that do not provide
employees with the right to determine confidentially whether shares held subject
to the plan will be tendered in a tender or exchange offer); or (iii) following
the transaction in which such person became an interested stockholder, the
business combination is approved by the board of directors of the corporation
and authorized at a meeting of stockholders by vote of the holders of two-thirds
of the outstanding voting stock of the corporation not owned by the interested
stockholder. Under Section 203 of the DGCL, the restrictions described above
also do not apply to certain business combinations proposed by an interested
stockholder following the announcement or notification of one of certain
extraordinary transactions involving the corporation and a person who had not
been an interested stockholder during the previous three years or became an
interested stockholder with the approval of a majority of the corporation's
directors. The
11
<PAGE> 13
provisions of Section 203 of the DGCL requiring a supermajority vote of
disinterested shares to approve certain corporate transactions could enable a
minority of the Company's stockholders to exercise veto power over such
transactions.
TRANSFER AGENT
The Company's transfer agent and registrar for its Common Stock is
Wells Fargo Bank, N.A.
PLAN OF DISTRIBUTION
The Company may sell the Securities to one or more underwriters for
public offering and sale by them or may sell the Securities to investors
directly or through agents. Any such underwriter or agent involved in the offer
and sale of Securities will be named in the applicable Prospectus Supplement.
The Company has reserved the right to sell Securities directly to investors on
its own behalf in those jurisdictions where and in such manner as it is
authorized to do so.
Underwriters may offer and sell Securities at a fixed price or prices,
which may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The Company
also may, from time to time, authorize dealers, acting as the Company's agents,
to offer and sell Securities upon the terms and conditions as are set forth in
the applicable Prospectus Supplement. In connection with the sale of Securities,
underwriters may receive compensation from the Company in the form of
underwriting discounts or commissions and may also receive commissions from
purchasers of the Securities for whom they may act as agent. Underwriters may
sell Securities to or through dealers, and such dealers may receive compensation
in the form of discounts, concessions or commissions from the underwriters
and/or commissions from the purchasers for whom they may act as agent.
Any underwriting compensation paid by the Company to underwriters or
agents in connection with the offering of Securities, and any discounts,
concessions or commissions allowed by underwriters to participating dealers,
will be set forth in the applicable Prospectus Supplement. Dealers and agents
participating in the distribution of Securities may be deemed to be
underwriters, and any discounts and commissions received by them and any profit
realized by them on resale of the Securities may be deemed to be underwriting
discounts and commissions. Underwriters, dealers and agents may be entitled,
under agreements entered into with the Company, to indemnification against and
contribution toward certain civil liabilities.
No Securities may be sold without delivery of the applicable Prospectus
Supplement describing the method and terms of each offering of any such
Securities.
LEGAL MATTERS
The validity of the Securities offered hereby will be passed upon for
the Company by Troop Meisinger Steuber & Pasich, LLP, Los Angeles, California.
EXPERTS
The audited consolidated financial statements of the Company
incorporated in this Prospectus by reference to the Company's Annual Report on
Form 10-K for the year ended June 30, 1996, and the audited supplemental
consolidated financial statements of the Company incorporated in this Prospectus
by reference to the Company's Current Report on Form 8-K/A dated September 16,
1996, have been so incorporated in reliance on the report of Price Waterhouse
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting. The audited financial statements of One Stop Mortgage,
Inc. incorporated in this Prospectus by reference to the Company's Current
Report on Form 8-K dated September 12, 1996, have been so incorporated in
reliance on the report of KPMG Peat Marwick LLP, independent accountants, given
on the authority of said firm as experts in auditing and accounting.
12
<PAGE> 14
NO DEALER, SALESPERSON OR ANY OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS, OR ANY PROSPECTUS SUPPLEMENT, AND
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED. THIS PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT DO NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN
IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE
SUBSEQUENT TO THE DATE HEREOF.
TABLE OF CONTENTS
Available Information....................................................... 2
Incorporation of Certain Documents by Reference............................. 2
The Company................................................................. 3
Use of Proceeds............................................................. 4
Ratio of Earnings to Fixed Charges.......................................... 4
Description of Debt Securities.............................................. 4
Description of Capital Stock................................................ 10
Plan of Distribution........................................................ 12
Legal Matters............................................................... 12
Experts..................................................................... 12
------------
$300,000,000
AAMES FINANCIAL CORPORATION
DEBT SECURITIES AND COMMON STOCK
------------
PROSPECTUS
------------
13
<PAGE> 15
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with the offering are as follows:
<TABLE>
<CAPTION>
Amount
----------------
<S> <C>
Registration Fee Under Securities Act of 1933............ $ 103,448
NASD Filing Fee.......................................... $ *
Blue Sky Fees and Expenses............................... $ *
Printing and Engraving Certificates...................... $ *
Legal Fees and Expenses.................................. $ 10,000
Accounting Fees and Expense.............................. $ 5,000
Registrar and Transfer Agent Fees........................ $ *
Miscellaneous Expenses................................... $ 1,552
TOTAL........................................... $ 120,000
================
</TABLE>
- -----------------
* Not applicable or none.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company has adopted provisions in its Certificate of Incorporation
which limit the liability of directors. As permitted by applicable provisions of
the Delaware General Corporation law (the "Delaware Law"), directors will not be
liable to the Company for monetary damages arising from a breach of their
fiduciary duty as directors in certain circumstances. Such limitation does not
affect liability for any breach of a director's duty to the Company or its
stockholders (i) with respect to approval by the director of any transaction
from which he derives an improper personal benefit, (ii) with respect to acts or
omissions involving an absence of good faith, that he believes to be contrary to
the best interests of the Company or its stockholders, that involve intentional
misconduct or knowing and culpable violation of law, that constitute an
unexcused pattern of inattention that amounts to an abdication of his duty to
the Company or its stockholders, or that show a reckless disregard for his duty
to the Company or its stockholders in circumstances in which he was or should
have been aware, in the ordinary course of performing his duties, of a risk of
serious injury to the Company or its stockholders, or (iii) based on
transactions between the Company and its directors or other corporations with
interrelated directors or on improper distributions, loans or guarantees under
applicable sections of the Delaware Law. Such limitation of liability also does
not affect the availability of equitable remedies such as injunctive relief or
rescission.
The Company's Bylaws provide that the Company must indemnify its
directors and officers to the full extent permitted by the Delaware Law,
including circumstances in which indemnification is otherwise discretionary
under the Delaware Law, and the Company has entered into indemnification
agreements (the "Indemnification Agreements") with its directors providing such
indemnity. The Indemnification Agreements constitute binding agreements between
the Company and each of the other parties thereto, thus preventing the Company
from modifying its indemnification policy in a way that is adverse to any person
who is a party to an Indemnification Agreement.
14
<PAGE> 16
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
See the Exhibit Index of this Registration Statement.
ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the undersigned
Registrants have been advised that in the opinion of the Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by any of the Registrants of expenses
incurred or paid by a director, officer or controlling person of such Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, each of the Registrants will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to the appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement;
(2) That, for the purpose of determining liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned Registrants hereby undertake that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
The undersigned Registrants hereby undertake to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
The undersigned Registrants hereby undertake to file an application for
the purpose of determining the eligibility of the Trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act of 1939, as amended
(the "Trust Indenture Act"), in accordance with the rules and regulations
prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.
15
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Pre-
Effective Amendment No. 1 to Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in Los Angeles, State of
California, on September 20, 1996.
AAMES FINANCIAL CORPORATION
(Registrant)
By: /s/ Gary K. Judis
------------------------------
Gary K. Judis
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to Registration Statement 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 Chief Executive Officer, September 20, 1996
- ----------------------------------
Gary K. Judis President, Director
* Chief Operating Officer, Director September 20, 1996
- ----------------------------------
Cary H. Thompson
* Executive Vice President - Finance, September 20, 1996
- ----------------------------------
Gregory J. Witherspoon Chief Financial Officer, Director
* Executive Vice President - Administration, September 20, 1996
- ----------------------------------
Bobbie J. Burroughs Secretary, Director
* Senior Vice President - Finance, September 20, 1996
- ----------------------------------
Mark E. Elbaum Principal Accounting Officer
* Executive Vice President, Director September 20, 1996
- ----------------------------------
Neil B. Kornswiet
* Director September 20, 1996
- -----------------------------------
Joseph R. Cerrell
* Director September 20, 1996
- -----------------------------------
Dennis F. Holt
* Director September 20, 1996
- -----------------------------------
Melvyn Kinder
By: /s/ Gary K. Judis
--------------------------------
Gary K. Judis
Attorney-In-Fact
</TABLE>
<PAGE> 18
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Pre-Effective
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Los Angeles, State of California, on
September 20, 1996.
AAMES CAPITAL CORPORATION
--------------------------------------
(Registrant)
By: /s/ GARY K. JUDIS
-------------------------------------
Gary K. Judis
Chairman of the Board,
Chief Executive Officer
and President
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to Registration Statement 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
--------- ----- ----
<C> <S> <C>
/s/ GARY K. JUDIS Chief Executive Officer, September 20, 1996
- ----------------------------------- President, Director
Gary K. Judis
/s/ CARY H. THOMPSON Chief Operating Officer, September 20, 1996
- ----------------------------------- Director
Cary H. Thompson
/s/ GREGORY J. WITHERSPOON Chief Financial Officer, September 20, 1996
- ----------------------------------- Principal Accounting Officer,
Gregory J. Witherspoon Director
/s/ BOBBIE J. BURROUGHS Secretary, Director September 20, 1996
- -----------------------------------
Bobbie J. Burroughs
</TABLE>
<PAGE> 19
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Pre-Effective
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Los Angeles, State of California, on
September 20, 1996.
AAMES CAPITAL CORPORATION OF MINNESOTA
--------------------------------------
(Registrant)
By: /s/ GARY K. JUDIS
-------------------------------------
Gary K. Judis
Chairman of the Board,
Chief Executive Officer
and President
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to Registration Statement 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
--------- ----- ----
<C> <S> <C>
/s/ GARY K. JUDIS Chief Executive Officer, September 20, 1996
- ----------------------------------- President, Director
Gary K. Judis
/s/ CARY H. THOMPSON Chief Operating Officer, September 20, 1996
- ----------------------------------- Director
Cary H. Thompson
/s/ GREGORY J. WITHERSPOON Chief Financial Officer, September 20, 1996
- ----------------------------------- Principal Accounting Officer,
Gregory J. Witherspoon Director
/s/ BOBBIE J. BURROUGHS Secretary, Director September 20, 1996
- -----------------------------------
Bobbie J. Burroughs
</TABLE>
<PAGE> 20
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Pre-Effective
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Los Angeles, State of California, on
September 20, 1996.
AAMES FUNDING CORPORATION
--------------------------------------
(Registrant)
By: /s/ GARY K. JUDIS
-------------------------------------
Gary K. Judis
Chairman of the Board,
Chief Executive Officer
and President
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to Registration Statement 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
--------- ----- ----
<C> <S> <C>
/s/ GARY K. JUDIS Chief Executive Officer, September 20, 1996
- ----------------------------------- President, Director
Gary K. Judis
/s/ CARY H. THOMPSON Chief Operating Officer, September 20, 1996
- ----------------------------------- Director
Cary H. Thompson
/s/ GREGORY J. WITHERSPOON Chief Financial Officer, September 20, 1996
- ----------------------------------- Principal Accounting Officer,
Gregory J. Witherspoon Director
/s/ BOBBIE J. BURROUGHS Secretary, Director September 20, 1996
- -----------------------------------
Bobbie J. Burroughs
</TABLE>
<PAGE> 21
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Pre-Effective
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Los Angeles, State of California, on
September 20, 1996.
AAMES HOME LOAN
--------------------------------------
(Registrant)
By: /s/ GARY K. JUDIS
-------------------------------------
Gary K. Judis
Chairman of the Board,
Chief Executive Officer
and President
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to Registration Statement 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
--------- ----- ----
<C> <S> <C>
/s/ GARY K. JUDIS Chief Executive Officer, September 20, 1996
- ----------------------------------- President, Director
Gary K. Judis
/s/ CARY H. THOMPSON Chief Operating Officer, September 20, 1996
- ----------------------------------- Director
Cary H. Thompson
/s/ GREGORY J. WITHERSPOON Chief Financial Officer, September 20, 1996
- ----------------------------------- Principal Accounting Officer,
Gregory J. Witherspoon Director
/s/ BOBBIE J. BURROUGHS Secretary, Director September 20, 1996
- -----------------------------------
Bobbie J. Burroughs
</TABLE>
<PAGE> 22
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Pre-Effective
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Los Angeles, State of California, on
September 20, 1996.
AAMES HOME LOAN OF AMERICA
--------------------------------------
(Registrant)
By: /s/ GARY K. JUDIS
-------------------------------------
Gary K. Judis
Chairman of the Board,
Chief Executive Officer
and President
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to Registration Statement 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
--------- ----- ----
<C> <S> <C>
/s/ GARY K. JUDIS Chief Executive Officer, September 20, 1996
- ----------------------------------- President, Director
Gary K. Judis
/s/ CARY H. THOMPSON Chief Operating Officer, September 20, 1996
- ----------------------------------- Director
Cary H. Thompson
/s/ GREGORY J. WITHERSPOON Chief Financial Officer, September 20, 1996
- ----------------------------------- Principal Accounting Officer,
Gregory J. Witherspoon Director
/s/ BOBBIE J. BURROUGHS Secretary, Director September 20, 1996
- -----------------------------------
Bobbie J. Burroughs
</TABLE>
<PAGE> 23
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Pre-Effective
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Los Angeles, State of California, on
September 20, 1996.
AAMES HOME LOAN OF COLORADO, INC.
--------------------------------------
(Registrant)
By: /s/ GARY K. JUDIS
-------------------------------------
Gary K. Judis
Chairman of the Board,
Chief Executive Officer
and President
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to Registration Statement 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
- ----------------------------------- ----------------------------- -------------------
<C> <S> <C>
/s/ GARY K. JUDIS Chief Executive Officer, September 20, 1996
- ----------------------------------- President, Director
Gary K. Judis
/s/ CARY H. THOMPSON Chief Operating Officer, September 20, 1996
- ----------------------------------- Director
Cary H. Thompson
/s/ GREGORY J. WITHERSPOON Chief Financial Officer, September 20, 1996
- ----------------------------------- Principal Accounting Officer,
Gregory J. Witherspoon Director
/s/ BOBBIE J. BURROUGHS Secretary, Director September 20, 1996
- -----------------------------------
Bobbie J. Burroughs
</TABLE>
<PAGE> 24
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Pre-Effective
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Los Angeles, State of California, on
September 20, 1996.
AAMES HOME LOAN OF NEVADA, INC.
--------------------------------------
(Registrant)
By: /s/ GARY K. JUDIS
-------------------------------------
Gary K. Judis
Chairman of the Board,
Chief Executive Officer
and President
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to Registration Statement 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
- ----------------------------------- ----------------------------- -------------------
<C> <S> <C>
/s/ GARY K. JUDIS Chief Executive Officer, September 20, 1996
- ----------------------------------- President, Director
Gary K. Judis
/s/ CARY H. THOMPSON Chief Operating Officer, September 20, 1996
- ----------------------------------- Director
Cary H. Thompson
/s/ GREGORY J. WITHERSPOON Chief Financial Officer, September 20, 1996
- ----------------------------------- Principal Accounting Officer,
Gregory J. Witherspoon Director
/s/ BOBBIE J. BURROUGHS Secretary, Director September 20, 1996
- -----------------------------------
Bobbie J. Burroughs
</TABLE>
<PAGE> 25
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Pre-Effective
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Los Angeles, State of California, on
September 20, 1996.
One Stop Mortgage, Inc.
--------------------------------------
(Registrant)
By: /s/ GARY K. JUDIS
-------------------------------------
Gary K. Judis
Chairman of the Board,
Chief Executive Officer
and President
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to Registration Statement 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
- ----------------------------------- ----------------------------- -------------------
<C> <S> <C>
/s/ Neil B. Kornswiet Chief Executive Officer, September 20, 1996
- ----------------------------------- President, Director
Neil B. Kornswiet
/s/ GARY K. JUDIS Director September 20, 1996
- -----------------------------------
Gary K. Judis
/s/ CARY H. THOMPSON Director September 20, 1996
- -----------------------------------
Cary H. Thompson
/s/ Arte Libunao Chief Financial Officer, September 20, 1996
- ----------------------------------- Principal Accounting Officer
Arte Libunao
/s/ Senior Vice President September 20, 1996
- -----------------------------------
Gregory J. Witherspoon
Director September 20, 1996
- -----------------------------------
Debra K. Kornswiet
</TABLE>
<PAGE> 26
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Pre-Effective
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Los Angeles, State of California, on
September 20, 1996.
OXFORD AVIATION CORPORATION, INC.
--------------------------------------
(Registrant)
By: /s/ GARY K. JUDIS
-------------------------------------
Gary K. Judis
Chairman of the Board,
Chief Executive Officer
and President
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to Registration Statement 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
- ----------------------------------- ----------------------------- -------------------
<C> <S> <C>
/s/ GARY K. JUDIS Chief Executive Officer, September 20, 1996
- ----------------------------------- President, Director
Gary K. Judis
/s/ CARY H. THOMPSON Chief Operating Officer, September 20, 1996
- ----------------------------------- Director
Cary H. Thompson
/s/ GREGORY J. WITHERSPOON Chief Financial Officer, September 20, 1996
- ----------------------------------- Principal Accounting Officer,
Gregory J. Witherspoon Director
/s/ BOBBIE J. BURROUGHS Secretary, Director September 20, 1996
- -----------------------------------
Bobbie J. Burroughs
</TABLE>
<PAGE> 27
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Pre-Effective
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Los Angeles, State of California, on
September 20, 1996.
OXFORD ESCROW CO.
--------------------------------------
(Registrant)
By: /s/ GARY K. JUDIS
-------------------------------------
Gary K. Judis
Chairman of the Board,
Chief Executive Officer
and President
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to Registration Statement 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
- ----------------------------------- ----------------------------- -------------------
<C> <S> <C>
/s/ GARY K. JUDIS Chief Executive Officer, September 20, 1996
- ----------------------------------- President, Director
Gary K. Judis
/s/ CARY H. THOMPSON Chief Operating Officer, September 20, 1996
- ----------------------------------- Director
Cary H. Thompson
/s/ GREGORY J. WITHERSPOON Chief Financial Officer, September 20, 1996
- ----------------------------------- Principal Accounting Officer,
Gregory J. Witherspoon Director
/s/ BOBBIE J. BURROUGHS Secretary, Director September 20, 1996
- -----------------------------------
Bobbie J. Burroughs
</TABLE>
<PAGE> 28
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Pre-Effective
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Los Angeles, State of California, on
September 20, 1996.
ROSSMORE FINANCIAL, INC.
--------------------------------------
(Registrant)
By: /s/ GARY K. JUDIS
-------------------------------------
Gary K. Judis
Chairman of the Board,
Chief Executive Officer
and President
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to Registration Statement 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
- ----------------------------------- ----------------------------- -------------------
<C> <S> <C>
/s/ GARY K. JUDIS Chief Executive Officer, September 20, 1996
- ----------------------------------- President, Director
Gary K. Judis
/s/ CARY H. THOMPSON Chief Operating Officer, September 20, 1996
- ----------------------------------- Director
Cary H. Thompson
/s/ GREGORY J. WITHERSPOON Chief Financial Officer, September 20, 1996
- ----------------------------------- Principal Accounting Officer,
Gregory J. Witherspoon Director
/s/ BOBBIE J. BURROUGHS Secretary, Director September 20, 1996
- -----------------------------------
Bobbie J. Burroughs
</TABLE>
<PAGE> 29
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Pre-Effective
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Los Angeles, State of California, on
September 20, 1996.
SERRANO INSURANCE SERVICES
--------------------------------------
(Registrant)
By: /s/ GARY K. JUDIS
-------------------------------------
Gary K. Judis
Chairman of the Board,
Chief Executive Officer
and President
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to Registration Statement 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
--------- ----- ----
<C> <S> <C>
/s/ GARY K. JUDIS Chief Executive Officer, September 20, 1996
- ----------------------------------- President, Director
Gary K. Judis
/s/ CARY H. THOMPSON Chief Operating Officer, September 20, 1996
- ----------------------------------- Director
Cary H. Thompson
/s/ GREGORY J. WITHERSPOON Chief Financial Officer, September 20, 1996
- ----------------------------------- Principal Accounting Officer,
Gregory J. Witherspoon Director
/s/ BOBBIE J. BURROUGHS Secretary, Director September 20, 1996
- -----------------------------------
Bobbie J. Burroughs
</TABLE>
<PAGE> 30
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Pre-Effective
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Los Angeles, State of California, on
September 20, 1996.
WINDSOR MANAGEMENT CO.
--------------------------------------
(Registrant)
By: /s/ GARY K. JUDIS
-------------------------------------
Gary K. Judis
Chairman of the Board,
Chief Executive Officer
and President
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to Registration Statement 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
--------- ----- ----
<C> <S> <C>
/s/ GARY K. JUDIS Chief Executive Officer, September 20, 1996
- ----------------------------------- President, Director
Gary K. Judis
/s/ CARY H. THOMPSON Chief Operating Officer, September 20, 1996
- ----------------------------------- Director
Cary H. Thompson
/s/ GREGORY J. WITHERSPOON Chief Financial Officer, September 20, 1996
- ----------------------------------- Principal Accounting Officer,
Gregory J. Witherspoon Director
/s/ BOBBIE J. BURROUGHS Secretary, Director September 20, 1996
- -----------------------------------
Bobbie J. Burroughs
</TABLE>
<PAGE> 31
EXHIBIT INDEX
<TABLE>
<CAPTION>
No. Item Page
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1.1 Form of Underwriting Agreement for Debt Securities.(1)
1.2 Form of Underwriting Agreement for Common Stock.(1)
4.3 Form of Specimen Common Stock Certificate.(2)
5.1 Opinion of Troop Meisinger Steuber & Pasich, LLP
10.1 Form of Trust Indenture Agreement.(3)
12.1 Statement re Computation of Ratio Earnings to Fixed Charges.(3)
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Troop Meisinger Steuber & Pasich, LLP (included in Exhibit 5.1).
25.0 Statement of Eligibility of Trustee.(1)
27.0 Financial Data Schedule.(2)
</TABLE>
- -----------------------------
1. To be supplied by Amendment.
2. Incorporated by reference from Registrant's Annual Report on Form
10-K for the Year Ended June 30, 1996.
3. Previously filed.
17
<PAGE> 1
EXHIBIT 5.1
September 20, 1996
Aames Financial Corporation
3731 Wilshire Boulevard
Los Angeles, California 90010
Ladies and Gentlemen:
At your request, we have examined the Registration Statement of Aames
Financial Corporation, a Delaware corporation (the "Company"), on Form S-3
(the "Registration Statement"), to which this letter is attached as Exhibit 5.1,
filed by the Company and the subsidiaries of the Company listed in Annex A
hereto (collectively the "Subsidiary Guarantors") in order to register under
the Securities Act of 1933 (the "Securities Act"), up to an aggregate of
$300,000,000 of (a) the Company's debt securities, in one or more series (the
"Debt Securities") and (b) shares of the Company's Common Stock, par value
$.001 per share (the "Common Stock"); and the Guarantees granted by each of
the Subsidiary Guarantors in connection with the Debt Securities (the
"Subsidiary Guarantees"). The Debt Securities and Common Stock are referred
to herein collectively as the "Securities."
We have examined the Certificate of Incorporation of the Company, its
Bylaws, the Articles of Incorporation and Certificates of the Subsidiary
Guarantors the form of Omnibus Indenture attached to the Registration Statement
as Exhibit 10.1 (the "Omnibus Indenture") and such other corporate records,
certificates, documents and matters of law as we have deemed necessary to render
this opinion.
Based on the foregoing and subject to compliance with applicable state
securities and "Blue Sky" laws and the exceptions set forth below, we are of the
opinion that:
1. The issuance and sale by the Company of up to $300,000,000 of the
Securities, as provided in the Registration Statement, have been duly and
validly authorized by all necessary corporate action of the Company. The
granting of the Subsidiary Guarantees by the Subsidiary Guarantors, as
provided in the Registration Statement, have been duly and validly authorized
by all necessary corporate action on the part of the respective Subsidiary
Guarantors.
2. When (a) the Omnibus Indenture and supplemental indentures (the
"Indentures") have been qualified under the Trust Indenture Act of 1939, (b) the
Debt Securities have been duly established by the applicable Indentures duly
authenticated by the trustee and duly executed and delivered on behalf of the
Company
<PAGE> 2
Aames Financial Corporation
September 20, 1996
Page 2
against payment therefor in accordance with the terms and provisions of the
applicable Indentures and as contemplated by the Registration Statement, the
prospectus therein contained (the "Prospectus") and the related Prospectus
Supplement(s), (b) when the Registration Statement and any required
post-effective amendment thereto and any and all Prospectus Supplement(s)
required by applicable laws have all become effective under the Securities Act,
(c) assuming that the terms of the Debt Securities and the applicable Indentures
as executed and delivered are as described in the Registration Statement, the
Prospectus and the related Prospectus Supplement(s) and (d) assuming that the
Debt Securities are then issued and sold as contemplated in the Registration
Statement, the Prospectus and the related Prospectus Supplement(s), the Debt
Securities will be constituted valid and legally binding obligations of the
Company, enforceable against the Company in accordance with the terms of the
Debt Securities.
2. When (a) the Indentures have been qualified under the Trust
Indenture Act of 1939, (b) the Debt Securities have been duly established by
the applicable Indentures duly authenticated by the trustee and duly executed
and delivered on behalf of the Company against payment therefor in accordance
with the terms and provisions of the applicable Indentures and as contemplated
by the Registration Statement, the Prospectus and the related Prospectus
Supplement(s), (b) when the Registration Statement and any required
post-effective amendment thereto and any and all Prospectus Supplement(s)
required by applicable laws have all become effective under the Securities Act,
(c) assuming that the terms of the Debt Securities and the applicable Indentures
as executed and delivered are as described in the Registration Statement, the
Prospectus and the related Prospectus Supplement(s) and (d) assuming that the
Debt Securities are then issued and sold as contemplated in the Registration
Statement, the Prospectus and the related Prospectus Supplement(s), Subsidiary
Guarantees will be constituted valid and binding obligations of the
respective Subsidiary Guarantors.
4. When (a) the Registration Statement and any required post-effective
amendment thereto and any and all Prospectus Supplement(s) required by
applicable laws have all become effective under the Securities Act, (b) assuming
that the terms of the Common Stock as issued and sold are as described in the
Registration Statement, the Prospectus and the related Prospectus Supplement(s)
and (c) assuming that the Common Stock is then issued and sold as contemplated
in the Registration Statement, the Prospectus and the related Prospectus
Supplement(s), the Common Stock will be duly authorized, validly issued, fully
paid and nonassessable.
The opinion expressed in paragraphs 2 and 3 above, relating to
whether the securities described therein will be valid and legally binding
obligations of the Company and/or the Subsidiary Guarantors, are qualified
as to:
A. limitations imposed by applicable bankruptcy, insolvency,
reorganization, liquidation, receivership, conservatorship, readjustment of
debt, arrangement, moratorium, fraudulent conveyance or other laws relating to
or affecting the rights of creditors, generally;
B. limitations imposed by general principles of equity, including
without limitation, concepts of materiality, reasonableness, good faith and fair
dealing, and the possible unavailability of specific performance, injunctive
relief or other equitable remedies, regardless of whether such enforceability is
considered in a proceeding in equity or at law; and
C. the effect of applicable court decisions holding that provisions of
agreements are unenforceable where the breach thereof imposes restrictions or
burdens on a debtor or guarantor and it cannot be demonstrated that the
enforcement thereof is necessary for the
<PAGE> 3
Aames Financial Corporation
September 20, 1996
Page 3
protection of the creditor; and the effect of applicable statutes or court
decisions limiting in certain circumstances enforcement of provisions imposing
penalties, forfeitures, late payment charges or increases in interest rates upon
delinquency in payment or default; and the enforceability of any choice of forum
which may be included in the securities, which may be subject to limitation by
certain procedural rules of and statutes applicable to the Federal courts.
We consent to the use of this opinion as an Exhibit to the Registration
Statement and to use of our name in the Prospectus constituting a part thereof.
Respectfully submitted,
/s/ TROOP MEISINGER STEUBER & PASICH, LLP
-----------------------------------------
Troop Meisinger Steuber & Pasich, LLP
ANNEX A
Aames Capital Corporation
Aames Capital Corporation of Minnesota
Aames Funding Corporation
Aames Home Loan
Aames Home Loan of America
Aames Home Loan of Colorado, Inc.
Aames Home Loan of Nevada, Inc.
One Stop Mortgage, Inc.
Oxford Aviation Corporation, Inc.
Oxford Escrow Co.
Rossmore Financial, Inc.
Serrano Insurance Services
Windsor Management Co.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Pre-Effective Amendment No. 1 to Registration
Statement on Form S-3 of our report dated August 12, 1996 appearing in Aames
Financial Corporation's Annual Report on Form 10-K for the year ended June 30,
1996. We also consent to the incorporation by reference of our report dated
August 28, 1996 which appears in the Current Report on Form 8-K/A dated
September 16, 1996. We also consent to the reference to us under the heading
"Experts" in such Prospectus.
/s/ PRICE WATERHOUSE LLP
Price Waterhouse LLP
Los Angeles, California
September 20, 1996
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Pre-Effective Amendment
No. 1 to Registration Statement on Form S-3 of Aames Financial Corporation
("AFC") to be filed September 16, 1996 of our report dated August 16, 1996,
relating to the balance sheets of One Stop Mortgage, Inc. as of June 30, 1996
and December 31, 1995 and the related statements of operations, changes in
stockholders' equity and cash flows for the period January 1, 1996 through
June 30, 1996 and the period August 24, 1995 (inception) through December 31,
1995, which report appears in AFC's report on Form 8-K filed with the United
States Securities and Exchange Commission on September 12, 1996, and to the
reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
Orange County, California
September 20, 1996
