AAMES FINANCIAL CORP/DE
8-K, 1999-05-18
LOAN BROKERS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                           ---------------------------

                                    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): May 14, 1999


                           AAMES FINANCIAL CORPORATION
             (Exact name of Registrant as Specified in Its Charter)


          Delaware                       0-19604              95-340340
          --------                       -------              ---------
(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
              ----------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


                                       NA
          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)



<PAGE>   2

ITEM 5.  OTHER EVENTS

         Reference is made to the press release of Registrant issued on May 14,
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.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (c)      EXHIBITS

         99       Press release issued May 14, 1999.





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<PAGE>   3

                                   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:  May 17, 1999                     By:  /s/ Barbara S. Polsky
                                              ---------------------------------
                                                  Barbara S. Polsky
                                                  Executive Vice President,
                                                  General Counsel and Secretary





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<PAGE>   4

                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit No.                         Description of Exhibit
- -----------                         ----------------------
<S>                                 <C>
     99                             Press release issued May 14, 1999
</TABLE>





                                       4

<PAGE>   1

                                   EXHIBIT 99

CONTACT FOR AAMES FINANCIAL CORP:                         CONTACT FOR CAPITAL Z:
David Sklar                                               Tracey T. Stearns
Aames Financial Corporation                               Kekst and Company
(213) 210-5311                                            (212) 521-4800

Jeffrey Lloyd/Steve Hawkins
Sitrick And Company
(310) 788-2850

           AAMES FINANCIAL CORPORATION ANNOUNCES LEADERSHIP TRANSITION
              -MANI SADEGHI NAMED INTERIM CHIEF EXECUTIVE OFFICER-
                   -CARY H. THOMPSON APPOINTED VICE CHAIRMAN-

         LOS ANGELES, CA, MAY 12, 1999 - AAMES FINANCIAL CORPORATION (NYSE: AAM)
today announced that as a part of a leadership transition plan approved by its
board of directors, chief executive Cary Thompson has been appointed vice
chairman and director Mani A. Sadeghi has been named interim Chief Executive
Officer of the Company. Mr. Sadeghi will assume the duties of chief executive
during an interim period while a special committee of the board completes a
search for a new chief executive of Aames.

         "Under Cary's leadership, together with an extremely capable management
team, Aames has successfully grown its core production and servicing businesses
and most importantly, it has weathered the turmoil in the specialty financial
services market. The Company is now well positioned for a return to growth,"
stated Steven Gluckstern, Aames' chairman of the board. "The management
transition represents a natural progression for Aames at a pivotal point in its
history and puts in place the appropriate steps, under Mani's leadership, for a
seamless and orderly succession process," Mr. Gluckstern added.

         Mr. Thompson said, "I believe it is in the best interest of the company
to place responsibility for the execution of our business plan in the hands of
the strongest possible management. Now that Aames has a reinforced capital base
and a solid business plan in place, I feel the timing is right to relinquish my
day-to-day responsibilities and to help attract a CEO with a broader set of
operating and management skills. I look forward to my continued involvement at


<PAGE>   2

Aames in the role of vice chairman, supporting the company's capital markets,
securitization, and strategic investment activities."

         "Since receiving Capital Z's equity infusion, Aames management has
implemented significant financial and operational improvements. These changes,
in conjunction with Aames' diversified national retail and wholesale origination
franchise, scale servicing platform, and enhanced access to financial markets,
are critical elements for the company's return to profitability and growth,"
stated Mr. Sadeghi, "I now look forward to working with Cary and Aames President
Neil Kornsweit to complete the leadership transition necessary for our long-term
market success."

         Mr. Sadeghi is the chief executive and managing partner of Equifin
Capital Partners LLC, an investment and management firm focused on the financial
services industry. Equifin was a participant in the $100 million equity
investment commitment to Aames led by Capital Z Financial Service Fund, II, L.P.
and works on a range of investment opportunities with Capital Z. Prior to
founding Equifin, Mr. Sadeghi was group president of AT&T Capital Corporation,
responsible for managing a portfolio of specialty financial services business
and was a principal in the management-led buyout of the company in 1996.
Previously, he was a business development executive at GE Capital Corporation
and served as a strategy consultant with Bain & Company. Mr. Sadeghi earned his
bachelors and masters degrees from Stanford University and his MBA from the
Wharton School.

         Aames Financial Corporation is a leading home equity lender, and
currently operates 80 retail Aames Home Loan offices serving 32 states,
including the District of Columbia. Its broker division operates 44 branches
serving 46 states, including the District of Columbia. Retail Direct operates 21
offices serving 14 states.

         From time to time the Company 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


<PAGE>   3

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 quarters ended September 30,
1998, December 31, 1998 and March 31, 1999.


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