<PAGE> 1
As filed with the Securities and Exchange Registration NO. 333-27537
Commission on November 3, 1997
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
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.)
350 S. GRAND AVENUE
LOS ANGELES, CALIFORNIA 90071 (213) 640-5000
(Address, including ZIP code, and telephone number,
including area code, of Registrant's principal executive offices)
BARBARA S. POLSKY, ESQ.
AAMES FINANCIAL CORPORATION
350 S. GRAND AVENUE
LOS ANGELES, CALIFORNIA 90071
(213) 640-5000
(Name, address, including ZIP code, and
telephone number, including area
code, of agent for service)
---------------
Copies to:
JACK M. COSTELLO, JR., ESQ.
BROWN & WOOD, LLP
ONE WORLD TRADE CENTER
58TH FLOOR
NEW YORK, NEW YORK 10048
(212) 839-5300
================================================================================
<PAGE> 2
EXPLANATORY STATEMENT
Pursuant to this Post-Effective Amendment No. 1 to its Registration
Statement on Form S-3 (Registration Number 333-27537), Aames Financial
Corporation deregisters all shares of its common stock, $.001 par value per
share, and the preferred stock purchase rights attached thereto (together, the
"Securities"), heretofore registered and not previously sold. The reason for
deregistration is that all of the Securities became tradable pursuant to Rule
144 under the Securities Act of 1933, as amended, on August 28, 1997.
Approximately 1,307,175 shares were sold pursuant to the Registration Statement.
<PAGE> 3
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Los Angeles, State of California, on November 3, 1997.
AAMES FINANCIAL CORPORATION
(Registrant)
By: /s/ CARY H. THOMPSON*
----------------------------------
Cary H. Thompson
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Cary H. Thompson and Gregory J. Witherspoon and
each of them, his attorney-in-fact and agent, with full power of substitution,
for him in any and all capacities, to sign any amendments to this Registration
Statement, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact, or his
substitute, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
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* Chairman of the Board May 19, 1997
- --------------------------
Gary K. Judis
/s/ Cary H. Thompson* Chief Executive Officer, Director May 19, 1997
- -------------------------- (Principal Executive Officer)
Cary H. Thompson
/s/ Gregory J. Witherspoon* Executive Vice President - Finance May 19, 1997
- -------------------------- Chief Financial Officer, Director
Gregory J. Witherspoon
/s/ Neil B. Kornswiet* Vice Chairman and President May 19, 1997
- --------------------------
Neil B. Kornswiet
</TABLE>
<PAGE> 4
<TABLE>
<S> <C> <C>
/s/ Mark E. Elbaum* Senior Vice President - Finance May 19, 1997
- -------------------------- (Principal Accounting Officer)
Mark E. Elbaum
/s/ Joseph R. Cerrell* Director May 19, 1997
- --------------------------
Joseph R. Cerrell
/s/ Dennis F. Holt* Director May 19, 1997
- --------------------------
Dennis F. Holt
/s/ Melvyn Kinder* Director May 19, 1997
- --------------------------
Melvyn Kinder
Director
- --------------------------
John C. Getzelman
Director
- --------------------------
Lee Masters
By: /s/ Cary H. Thompson November 3, 1997
--------------------------
Cary H. Thompson
Attorney-In-Fact
</TABLE>
