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[LOGO] Aames
Financial Corporation
Contact: James Huston
Investor Relations Department
Aames Financial Corporation
(323) 210-5311
For Immediate Release
AAMES FINANCIAL CORPORATION HOLDS ANNUAL MEETING
Stockholder Approve All Proposals and Elect Directors
Los Angeles, California, November 9, 2000 - Aames Financial Corporation
(NYSE: AAM), a leader in subprime home equity lending, announced that it held
its 2000 Annual Meeting of Stockholders and that a quorum of stockholders,
present in person or by proxy, approved all of the proposals presented at the
meeting, elected directors and ratified the appointment of the Company's
independent auditors.
At the meeting, stockholders approved a proposal to amend the Company's
Certificate of Incorporation to eliminate any adjustment in the conversion ratio
of the Company's preferred stock that would result from a planned rights
offering. Stockholders also approved a proposal to increase the number of shares
of preferred stock which is designated as Series D Convertible Preferred Stock
and to authorize the issuance of such stock in the planned rights offering. A
proposal to amend the Company's Amended and Restated 1999 Stock Option Plan to
increase the number of shares available for issuance under that plan was
approved by stockholders as well.
Steven M. Gluckstern, Mani A. Sadeghi, Adam M. Mizel and Robert A. Spass
were elected by the holders of the Company's Series B Convertible Preferred
Stock as Series B Directors for one-year terms expiring at the 2001 Annual
Meeting. David H. Elliott and A. Jay Meyerson were elected by the holders of the
Company's Common Stock and Series B Convertible Preferred Stock, voting
together, as Class I Common Stock Directors for three-year terms expiring at the
2003 Annual Meeting of Stockholders.
The appointment of Ernst & Young LLP as the Company's independent
accountants for the fiscal year ending June 30, 2001 was ratified by the
stockholders at the meeting.
The Company also announced that the Board of Directors has not yet made a
determination as to the effective date or record date of the Company's planned
rights offering and that the Company will make further public announcement at
the appropriate time regarding the effective date and record date of the planned
rights offering.
The Company announced that, following the Annual Meeting of Stockholders,
the Board of Directors unanimously re-elected Steven M. Gluckstern as Chairman
of the Board, Steven M. Gluckstern (Chairman), Georges C. St. Laurent, Jr. and
Adam A. Mizel as members of the Compensation Committee and Georges C. St.
Laurent, Jr. (Chairman) and David H. Elliott as members of the Audit and Stock
Option Committees.
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The Company will release information as to the votes cast for each of the
proposals presented at the meeting as well as for the election of directors as
part of its Quarterly Report on Form 10-Q for the quarter-end December 31, 2000.
Aames Financial Corporation is a leading home equity lender, and at
September 30, 2000 operated 97 retail Aames Home Loan offices and 5 wholesale
loan centers nationwide.
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 and uncertainties that may affect the
operations, performance and results of the Company's business include the
following: negative cash flow and continued access to outside sources of cash to
fund operations; dependence on funding sources; third party rights to terminate
mortgage servicing; high delinquencies and losses in the Company's
securitization trusts; prepayment risk; changes in interest rates; basis risk;
prolonged interruptions or reductions in the secondary market for mortgage
loans; timing of loan sales; dependence on broker network; competition;
concentration of operations in California and Florida; economic conditions;
contingent risks on loans sold; government regulation; changes in federal income
tax laws; ability to pay dividends and the concentrated ownership of the
Company's controlling stockholder. 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
Annual Report on Form 10-K for the year ended June 30, 2000 and subsequent
filings by the Company with the United States Securities and Exchange
Commission.
