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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): April 4, 2000
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
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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. ANNUAL SHAREHOLDERS MEETING
Reference is made to the press release of Registrant issued on April 4,
2000 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 6. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
99 Press release issued April 4, 2000.
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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: April 5, 2000 By: /s/ Ralph W. Flick
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Ralph W. Flick
Assistant Secretary
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EXHIBIT INDEX
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<CAPTION>
Exhibit No. Description of Exhibit
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<S> <C>
99 Press release issued April 4, 2000.
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EXHIBIT 99
[LOGO]
Contact: Joseph Tomei
Aames Financial Corporation
(323) 210-5311
FOR IMMEDIATE RELEASE
Aames Financial Corporation to Effect Reverse Stock Split on April 14, 2000
LOS ANGELES, CALIFORNIA, APRIL 4, 2000 - AAMES FINANCIAL CORPORATION
(NYSE: AAM), a leader in subprime home equity lending, announced that upon
the commencement of trading on April 14, 2000, the Company's Certificate of
Incorporation will be amended to reflect a one-for-five reverse stock split
of the Company's Common Stock and Series C Convertible Preferred Stock as
approved by the Company's stockholders at its 1999 Annual Meeting on March 3,
2000.
As of April 14, 2000, the effective date of the reverse stock split,
holders of the Company's Common Stock will receive one share of Common Stock
for each five shares of Common Stock that they hold, and holders of Series C
Convertible Preferred Stock will receive one share of Series C Convertible
Preferred Stock for each five shares of Series C Convertible Preferred Stock
that they hold.
The Company will not issue fractional shares. Registered stockholders
will be able to participate in a program which will allow such stockholders
to round up any fraction to the nearest whole share by purchasing additional
fractions from other stockholders who wish to sell such fractions, if any.
Any fractions which are not rounded up will be aggregated by the Company's
Exchange Agent and sold in the open market on behalf of such stockholders.
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Stockholders who hold their position in street name will automatically
receive cash for any fractions.
Within a few days of April 14, 2000, the effective date of the reverse
stock split, the Company will send information to the holders of record of
the Company's Common Stock and Series C Convertible Preferred Stock including
information regarding the procedure for redeeming their existing shares of
Common Stock or Series C Convertible Preferred Stock certificates for new
post-split certificates. Stockholders may also contact their stock broker or
the Company's Exchange Agent for more information regarding the reverse stock
split. The Company's Exchange Agent can be contacted as follows:
D.F. King & Co., Inc.
P.O. Box 859208
Braintree, MA 02185-9208
(888) 242-8159
The reverse stock split will not affect the par value of the Common
Stock or the Series C Convertible Preferred Stock nor will it reduce any
stockholder's proportionate interest in the Company. However, the reverse
stock split will have the effect of increasing the number of authorized but
unissued shares of Common Stock and Series C Convertible Preferred Stock
because the number of authorized shares will not be adjusted to reflect the
reverse stock split.
The reverse stock split will reduce the number of shares of Common Stock
presently outstanding from approximately 31.1 million shares to approximately
6.2 million shares and it will reduce the number of shares of Series C
Convertible Preferred Stock presently outstanding from approximately 100.8
million shares to approximately 20.3 million shares. The Company's trading
symbol on the New York Stock Exchange for its Common Stock will not change as
a result of the reverse stock split.
As a result of the reverse stock split, the conversion price of the
Company's 5.5% Convertible Subordinated Debentures will be adjusted to $78.15
on April 14, 2000, the effective date of the reverse stock split.
Aames Financial Corporation is a leading home equity lender, and at
December 31, 1999 operated 105 retail Aames Home Loan offices and 21
wholesale branches 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
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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 our 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 we sell; government regulation; changes in federal
income tax laws; Year 2000 compliance; our ability to pay dividends and the
concentrated ownership of our 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 and 10-K/A for the
fiscal year ended June 30, 1999 and "Item 2. Management's Discussion and
Analysis of Financial Condition and Results of Operations - Risk Factors" in
the Company's Quarterly Report on Form 10-Q for the quarters ended September
30, 1999 and December 31, 1999, and subsequent Company Filings with the
United States Securities and Exchange Commission.
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