SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 2 - FINAL AMENDMENT)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
AAMES FINANCIAL CORPORATION
- --------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------
(Title of Class of Securities)
00253A 10 1
- --------------------------------------------------------------------------
(CUSIP Number)
Barry F. Schwartz, Esq.
Thirty-Five East Investments LLC
35 East 62nd Street
New York, New York 10021
(212) 572-8600
- --------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
Copy to:
Alan C. Myers, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
September 21, 1999
- ----------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box |_|
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
(Continued on following pages)
(Page 1 of 4)
CUSIP No. 00253A 10 1 13D Page 2 of 4 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Thirty-Five East Investments LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( )
(b) ( )
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
( )
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7. SOLE VOTING POWER
SHARES 1,529,365
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH -0-
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 1,529,365
10 SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,529,365
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.93%
14. TYPE OF REPORTING PERSON
00 (Limited Liability Company)
This Final Amendment amends and supplements the Statement on Schedule
13D, as amended by Amendment No. 1 thereto (the "Schedule 13D"), filed with
the Securities and Exchange Commission by Thirty-Five East Investments LLC,
a Delaware limited liability company ("Thirty-Five East") in connection
with its ownership of shares of common stock, par value $.001 per share, of
Aames Financial Corporation (the "Company"). Unless otherwise defined
herein, all capitalized terms used herein shall have the meanings ascribed
to them in the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following at the end thereof:
The purpose of this amendment to the Schedule 13D is to report that,
commencing on September 17, 1999 and as of September 21, 1999, the
Reporting Person has sold 696,500 shares of Common Stock and no longer will
own Common Stock in excess of 5%.
Item 5. Interest in Securities of the Issuer.
Item 5 (a)-(b) are hereby amended and restated as follows:
(a)-(b) Thirty-Five East beneficially owns, and has the sole power
to vote and dispose of, 1,529,365 shares of Common Stock, or 4.93% of the
Issuer's outstanding Common Stock.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Final Amendment is
true, complete and correct.
Date: September 21, 1999
THIRTY-FIVE EAST INVESTMENTS LLC
By: /s/ Glenn P. Dickes
-------------------------------
Name: Glenn P. Dickes
Title: Vice President
