SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 1)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
AAMES FINANCIAL CORPORATION
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
00253A 10 1
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(CUSIP Number)
Barry F. Schwartz, Esq.
Thirty-Five East Investments LLC
35 East 62nd Street
New York, New York 10021
(212) 572-8600
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(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 13, 1999
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(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
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Thirty-Five East Investments LLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( )
(b) ( )
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
( )
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
NUMBER OF 2,225,865
SHARES ---------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH ---------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 2,225,865
WITH ---------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,225,865
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
( )
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
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14. TYPE OF REPORTING PERSON
00 (Limited Liability Company)
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This statement amends and supplements the Statement on Schedule 13D,
as amended (the "Schedule 13D"), filed with the Securities and Exchange
Commission by Thirty-Five East Investments LLC, a Delaware limited
liability company ("Thirty-Five East") and Turtle Creek, a revocable trust
governed by Texas law ("Turtle Creek") in connection with their 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 2. Identity and Background.
Item 2 (a)-(c) are hereby amended and restated as follows:
(a)-(c) This statement is being filed by Thirty-Five East Investments
LLC ("Thirty-Five East"), a Delaware limited liability company with its
principal business in investments. The principal business address of
Thirty-Five East is located at 35 East 62nd Street, New York, NY 10021.
Ronald O. Perelman is the sole equity holder and the Chairman and Chief
Executive Officer of Thirty-Five East.
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 13, 1999, the Reporting Person no longer intends to
act together with Turtle Creek for the purpose of acquiring, holding,
voting or disposing of the Common Stock.
Thirty-Five East currently intends to dispose of some or all of its
shares of Common Stock in one or more public or private transactions.
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, 2,225,865 shares of Common Stock, or 8.0% of the
Issuer's outstanding Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Item 6 is hereby amended to delete the last sentence of the first
paragraph in its entirety.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: September 13, 1999
THIRTY-FIVE EAST INVESTMENTS LLC
By: /s/ Glenn P. Dickes
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Name: Glenn P. Dickes
Title: Vice President
