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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM 8-A/A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AAMES FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 95-4340340
(State of incorporation or organization) (IRS Employer
Identification No.)
350 SOUTH GRAND AVENUE, 52ND FLOOR 90071
LOS ANGELES, CALIFORNIA (ZIP Code)
(Address of principal executive offices)
<TABLE>
<S> <C>
If this Form relates to the registration If this Form relates to the registration of a class
of a class of debt securities and is of debt securities and is to become effective
effective upon filing pursuant to General simultaneously with the effectiveness of a
Instruction A(c)(1) please check the concurrent registration statement under the
following box [ ] Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following
box [ ]
</TABLE>
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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<S> <C>
Preferred Stock Purchase Rights None
</TABLE>
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
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Item 1. Description of Securities to be Registered.
On June 21, 1996, the Board of Directors of Aames Financial
Corporation, a Delaware corporation (the "Company") declared a dividend of one
preferred stock purchase right (a "Right") for each issued and outstanding share
of common stock, par value $0.001 per share (the "Common Stock") of the Company.
The dividend was paid to stockholders of record on July 12, 1996.
All Rights are issued pursuant to, and are subject to the terms and
conditions of, the Rights Agreement dated as of June 21, 1996 (the "Rights
Agreement") between the Company and its Right Agent (currently, ChaseMellon
Shareholder Services LLC, as successor to Wells Fargo Bank). The Rights
Agreement was filed as Exhibit 3 to the Company's Registration Statement on Form
8-A dated June 21, 1996. Capitalized terms used herein and not otherwise defined
shall have the meanings ascribed to them in the Rights Agreement.
On April 27, 1998, the Company and the Rights Agent amended the
Rights Agreement to provide that each of Thirty-Five East Investments LLC and
Turtle Creek Revocable Trust (and their Affiliates and Associates) is an Exempt
Person so long as it owns at least 50% of the shares of Common Stock purchased
by it pursuant to those certain Stock Purchase Agreements, dated as of March 19,
1998, between the Company and each such entity. A copy of the Amendment is
attached hereto as Exhibit 6. The Stock Purchase Agreements, Warrant Agreements
and Registration Rights Agreements, each dated as of March 19, 1998, between the
Company and each such entity were filed as exhibits to the Company's Current
Report on Form 8-K dated April 27, 1998 and are hereby incorporated by
reference.
Item 2. Exhibits.
1. Form of Rights Certificate (Exhibit B to the Rights Agreement
filed as Exhibit 3 hereto).*
2. Certificate of Designation of Rights, Preferences and
Privileges of Preferred Stock (Exhibit A to the Rights
Agreement filed as Exhibit 3 hereto).*
3. Form of Rights Agreement, dated as of June 21, 1996 between
the Company and Wells Fargo Bank as Right Agent.*
4. Summary of Share Purchase Rights (Exhibit C to the Rights
Agreement filed as Exhibit 3 hereto).*
5. Legal Opinion of Troop Meisinger Steuber & Pasich, LLP.*
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6. Amendment to Rights Agreement, dated as of April 27, 1998,
between the Company and the Rights Agent.
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* Previously filed.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
AAMES FINANCIAL CORPORATION
(Registrant)
Dated: April 27, 1998 By: /s/ BARBARA S. POLSKY
-------------------------
Name: Barbara S. Polsky
Title: Executive Vice President,
General Counsel and
Secretary
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EXHIBIT INDEX
Exhibit
1. Form of Rights Certificate (Exhibit B to the Rights Agreement
filed as Exhibit 3 hereto).*
2. Certificate of Designation of Rights, Preferences and Privileges
of Preferred Stock (Exhibit A to the Rights Agreement filed as
Exhibit 3 hereto).*
3. Form of Rights Agreement, dated as of June 21, 1996 between the
Company and Wells Fargo Bank as Right Agent.*
4. Summary of Share Purchase Rights (Exhibit C to the Rights
Agreement filed as Exhibit 3 hereto)*
5. Legal Opinion of Troop Meisinger Steuber & Pasich, LLP.*
6. Amendment to Rights Agreement, dated as of April 27, 1998,
between the Company and the Rights Agent.
- ------------------------
* Previously filed.
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EXHIBIT 6
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of April 27, 1998, to the Rights Agreement dated as
of June 21, 1996 (the "Rights Agreement"), between Aames Financial Corporation,
a Delaware corporation (the "Company"), and ChaseMellon Shareholder Services
LLC, as successor Rights Agent to Wells Fargo Bank (the "Rights Agent").
WHEREAS, the Company and the Rights Agent have entered into the Rights
Agreement specifying the terms of the Rights (as defined therein);
WHEREAS, the Company and the Rights Agent desire to amend the Rights
Agreement in accordance with Section 28 of the Rights Agreement.
NOW, THEREFORE, in consideration of the premises and mutual agreements
set forth in the Rights Agreement and this Amendment, the parties hereby agree
as follows:
1. The definition of "Exempt Person" in Section 1 of the Rights
Agreement is amended to read in its entirety as follows:
"Exempt Person" shall include (i) the Company, (ii) any Subsidiary (as
hereinafter defined) of the Company, (iii) any employee benefit plan of
the Company or any of its Subsidiaries, or any entity holding shares of
Common Stock which was organized, appointed or established by the
Company or any Subsidiary of the Company for or pursuant to the terms of
any such plan, (iv) Turtle Creek Revocable Trust and its Affiliates and
Associates, and (v) Thirty-Five East Investments LLC and its Affiliates
and Associates; provided, however, that the entities referred to in
subsections (iv) and (v) hereof shall be Exempt Persons only so long as
they each own at least 50% of the shares of Common Stock purchased by
them pursuant to the Stock Purchase Agreements, dated as of March 19,
1998, entered into between such entities and the Company.
2. The term "Agreement" as used in the Rights Agreement shall be deemed
to refer to the Rights Agreement as amended hereby.
3. The foregoing amendment shall be effective as of the date hereof and,
except as set forth herein, the Rights Agreement shall remain in full force and
effect and shall be otherwise unaffected hereby.
4. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this amendment to be
duly executed, all as of the day and year first above written.
ATTEST: AAMES FINANCIAL CORPORATION
/s/ BARBARA S. POLSKY By: /s/ CARY H. THOMPSON
- ------------------------------------ --------------------------------
Name: Barbara S. Polsky Name: Cary H. Thompson
Title: Executive Vice President, Title: Chief Executive Officer
General Counsel and Secretary
ATTEST: CHASEMELLON SHAREHOLDER
SERVICES LLC
As Rights Agent
/s/ RONALD LUG By: /s/ ROSA M. BAUTISTA
- ------------------------------------ ---------------------------------
Name: Ronald Lug Name: Rosa M. Bautista
Title: Vice President Title: Relationship Manager
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