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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): March 6, 2000
AAMES FINANCIAL CORPORATION
(Exact name of Registrant as Specified in Its Charter)
Delaware 0-19604 95-340340
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(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 March 6,
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 March 6, 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: March 6, 2000 By: /s/ Ralph W. Flick
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Ralph W. Flick
Assistant Secretary
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
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<S> <C>
99 Press release issued March 6, 2000.
</TABLE>
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EXHIBIT 99
[LETTERHEAD]
Contact: David Sklar
Aames Financial Corporation
(323) 210-5311
FOR IMMEDIATE RELEASE
AAMES FINANCIAL CORPORATION HOLDS ANNUAL MEETING
APPROVES ALL PROPOSALS PRESENTED AT THE MEETING
LOS ANGELES, CALIFORNIA, MARCH 6, 2000 -- AAMES FINANCIAL CORPORATION
(NYSE:AAM), a leader in subprime home equity lending, announced that it held
its 1999 Annual Meeting of Stockholders on Friday, March 3, 2000 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.
Stockholders approved proposals to amend the Company's Certificate of
Incorporation which will allow stockholders to take action by written consent
in the future and which authorized a 1-for-5 reverse stock split of both the
Common Stock and the Series C Convertible Preferred Stock.
Steven M. Gluckstern, Mani A. Sadeghi, Adam M. Mizel and David A. Spuria
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 2000 Annual
Meeting. Cary H. Thompson and Georges C. St. Laurent, Jr. were elected by the
holders of Common Stock and Series B Convertible Preferred Stock, voting
together, as Class II Common Stock Directors for three-years terms expiring
at the 2002 Annual Meeting of Stockholders.
The appointment of Ernst & Young LLP as the Company's independent
accountants for the fiscal year ending June 30, 2000 was ratified by
stockholders.
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The Company announced that the Board of Directors has not made a
determination as to when the reverse stock split of the Common Stock and the
Series C Convertible Preferred Stock would be made effective and that the
Company will make further a public announcement at the appropriate time
regarding the effective date.
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.
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
related 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 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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