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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): January 29, 1999
AAMES FINANCIAL CORPORATION
(Exact name of Registrant as Specified in Its Charter)
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<S> <C> <C>
Delaware 0-19604 95-340340
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
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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 January
29, 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 1, 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
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Exhibit No. Description of Exhibit
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99 Press release issued January 29, 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
(213) 210-5311 (212) 521-4800
Jeffrey Lloyd/Linda Press
Sitrick And Company
(310) 788-2850
NYSE APPROVES AAMES' REQUEST FOR EXCEPTION TO "SHAREHOLDER APPROVAL POLICY"
BASED ON THE NYSE'S FINANCIAL DISTRESS POLICY
COMPANY TO ISSUE 75,000 SHARES OF NEWLY DESIGNATED PREFERRED STOCK
LOS ANGELES, CA, JANUARY 29, 1999 - AAMES FINANCIAL CORPORATION (NYSE: AAM), a
leader in subprime home equity lending, announced that based on the NYSE's
financial distress policy, the New York Stock Exchange (the "Exchange") has
agreed to permit the Company to issue 75,000 shares of a newly designated
preferred stock without having to seek shareholder approval. The Company will
issue the stock pursuant to its previously announced agreement with Capital Z
Financial Services Fund II, L.P., a $1.8 billion global private equity fund
focused on the insurance, financial services and healthcare services
industries, under which Capital Z will make an equity investment of up to $100
million in Aames.
The Company expects to sell the 75,000 new preferred shares during the
week of February 8, 1999. The issuance of these new preferred shares would
normally require approval of the company's shareholders according to the
Shareholder Approval Policy of the Exchange. However, the Audit Committee of
Aames' Board of the Directors has determined that the delay necessary in
securing such shareholder approval would seriously jeopardize the financial
viability of the Company. That determination was based primarily on the global
conditions, which have resulted in the Company's restricted access to the
securitization, credit and capital markets and severely hampered the company's
short-term liquidity.
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Because of that determination, the Audit Committee, pursuant to an
exception provided in the Exchange's Shareholder Approval Policy for such a
situation, expressly approved the Company's omission to seek the shareholder
approval that would otherwise have been required under that policy, and the
Exchange has accepted the Company's application of the exception.
Aames, in reliance on the exception, is mailing to all shareholders a
letter notifying them of its intention to issue the shares without seeking
their approval. No sooner than ten days after such notice is mailed, the
Company will proceed to issue certificates for the new preferred shares.
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.
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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