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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 2, 1999
AAMES FINANCIAL CORPORATION
(Exact name of Registrant as Specified in Its Charter)
Delaware 0-19604 95-340340
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
350 South Grand Avenue, 52nd Floor
Los Angeles, California 90071
(Address of Principal Executive Offices)
(323) 210-5000
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(Registrant's Telephone Number, Including Area Code)
NA
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
Reference is made to the press release of Registrant issued on February
2, 1999 which contains information meeting the requirements of this Item 5 and
is incorporated herein by this reference. A copy of the press release is
attached to this Form 8-K as Exhibit 99.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Current Report on Form 8-K to be
signed on its behalf by the undersigned hereunto duly authorized.
AAMES FINANCIAL CORPORATION
Dated: February 3, 1999 By: /s/ Barbara S. Polsky
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Barbara S. Polsky
Executive Vice President,
General Counsel and Secretary
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
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<S> <C>
99 Press release issued February 2, 1999
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EXHIBIT 99
FOR IMMEDIATE RELEASE
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CONTACT FOR AAMES FINANCIAL CORP.: CONTACT FOR CAPITAL Z:
David Sklar Tracey T. Stearns
Aames Financial Corporation Kekst and Company
(323) 210-5311 (212) 521-4800
Jeffrey Lloyd/Steve Hawkins
Sitrick And Company
(310) 788-2850
Aames Amends and Extends Expiration Time of Consent Solicitation
LOS ANGELES, CALIFORNIA, FEBRUARY 2, 1999 -- AAMES FINANCIAL
CORPORATION (NYSE: AAM) announced today that the holders of a majority of its
9.125% Senior Notes due 2003 (the "Notes") have delivered consents to a waiver
of the change of control provisions in the Notes indenture as solicited by
Aames. Aames further announced that it has amended its solicitation of consents
and has extended the Expiration Time of the consent solicitation to 5:00 p.m.,
New York City time, on February 9, 1999.
Aames commenced its consent solicitation on January 11, 1999 in
connection with the proposed equity investment in Aames of up to $100 million by
Capital Z Financial Services Fund II, L.P. and certain other purchasers pursuant
to Aames' agreement with Capital Z announced earlier.
In the consent solicitation, Aames is seeking the waiver of the
applicability of the change of control provisions in the Notes indenture with
respect to the change of control resulting from the issuance of preferred stock
under the agreement with Capital Z. As amended and extended, Aames is also
seeking a waiver of the requirement that its consolidated net worth for purposes
of the consolidated leverage ratio test in the Notes indenture be based on
Aames' balance sheet for its most recent fiscal quarter. If obtained, the net
worth definition waiver will allow for immediate recognition of the initial $75
million investment under the agreement as an addition to Aames' consolidated net
worth as of December 31, 1998. This would permit Aames to potentially borrow
additional working capital following the initial $75 million investment as if
the equity investment had been made on December 31, 1998.
Unless revoked prior to the Expiration Date, holders of Notes who have
previously delivered consents to the change of control waiver will be deemed to
have consented to the net worth definition waiver.
Donaldson, Lufkin & Jenrette is acting as the Solicitation Agent for
the solicitation. Any requests for assistance in obtaining, completing and
delivering consent solicitation materials, and any questions concerning the
terms of the consent solicitation, may be directed to Donaldson, Lufkin &
Jenrette, Attention: Eddy Kup, at (310) 282-7492.
This press release does not constitute a solicitation in any
jurisdiction in which, or of any person for whom, it is unlawful to make such a
solicitation.
Aames Financial Corporation is a leading home equity lender, and
currently operates 95 Aames Home Loan offices serving 33 states, including the
District of Columbia. Its wholly-owned subsidiary, One Stop Mortgage, Inc.
currently operates 41 broker offices serving 46 states, including the District
of Columbia, and 17 Retail Direct offices serving 11 states.
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From time to time Aames Financial Corporation may publish
forward-looking statements relating to such matters as anticipated financial
performance, business prospects and similar matters. The Private Securities
Litigation Reform Act of 1995 provides a safe harbor for forward-looking
statements. In order to comply with the terms of the safe harbor, the Company
notes that a variety of factors could cause the Company's actual results and
experience to differ materially from the anticipated results or other
expectations expressed in the Company's forward-looking statements. The risks
and uncertainties that may affect the operations, performance and results of the
Company's business include the following: negative cash flows and capital needs;
delinquencies and losses in securitization trusts; negative impact on cash flow,
right to terminate mortgage servicing; changes in interest rate environment;
year 2000 compliance and technological enhancement; prepayment risk; basis risk;
credit risk; risk of adverse changes in the secondary market for mortgage loans;
dependence on funding sources; dependence on broker network; risks involved in
commercial mortgage lending; strategic alternatives; competition; concentration
of operations in California; timing of loan sales; economic conditions;
contingent risks; and government regulation. For a more complete discussion of
these risks and uncertainties, see "Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations -- Risk Factors" in the
Company's form 10-K for the fiscal year ended June 30, 1998 and "Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Risk Factors" in form 10-Q for the quarter ended September 30,
1998.
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