Aames Financial Corporation Announces Filing of Registration Statements with the Securities and Exchange Commission.Business Editors LOS ANGELES--(BUSINESS WIRE)--March 25, 2004 Aames Financial Corporation (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :AMSF AMSF Australian Motor Sport Foundation AMSF Area Maintenance and Supply Facility (US Army) AMSF Army Morale Support Fund AMSF Area Maintenance Support Facility AMSF Army Maintenance Supply Facilities AMSF Alkali Metal Storage Facility ), a subprime mortgage lender, today announced the filing of two registration statements with the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. Securities and Exchange Commission (the "SEC") in connection with its contemplated conversion into a real estate investment trust, or REIT REIT See: Real Estate Investment Trust REIT See real estate investment trust (REIT). , and a related initial public offering. The registration statements were filed by Aames Investment Corporation, a Maryland corporation and wholly-owned subsidiary of Aames Financial. As set forth in the registration statements, Aames Investment would become the parent corporation of Aames Financial and elect to be taxed as a REIT. Concurrent with the reorganization, Aames Investment would raise additional capital through an initial public offering of its common stock. Aames Financial has retained Friedman, Billings, Ramsey & Co., Inc. to act as financial advisor in connection with the reorganization and as underwriter in connection with the initial public offering. Aames Financial's existing stockholders would become stockholders of Aames Investment and receive consideration consisting of a combination of Aames Investment common stock and cash for each share of Aames Financial's convertible preferred stock Convertible Preferred Stock Preferred stock that includes an option for the holder to convert the preferred shares into a fixed number of common shares, usually anytime after a predetermined date. Also known as "convertible preferred shares". or common stock owned. Registration statements relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc these securities have been filed with the SEC but have not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statements become effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. On March 24, 2004, Aames Investment filed a registration statement on Form S-4 with the SEC. Aames Investment will file an amendment to the registration statement, including a definitive proxy statement/prospectus constituting a part thereof, and other documents with the SEC in connection with the proposed reorganization. Stockholders and investors are urged to read the registration statement containing the proxy statement/prospectus and any other relevant documents filed or that will be filed with the SEC when they become available because they will contain important information. Information contained in this press release is not a substitute for the proxy statement/prospectus that will become available. The registration statement containing the proxy statement/prospectus and other documents filed by Aames Investment with the SEC, including the definitive proxy statement/prospectus (when they become available), are available free of charge by visiting the SEC's website (www.sec.gov). After the registration statement containing the proxy statement/prospectus is declared effective by the SEC, the proxy statement/prospectus and other documents will be available free of charge by directing a request to John F. Madden, Jr., Secretary, Aames Financial Corporation, 350 South Grand Avenue, 43rd Floor, Los Angeles Los Angeles (lôs ăn`jələs, lŏs, ăn`jəlēz'), city (1990 pop. 3,485,398), seat of Los Angeles co., S Calif.; inc. 1850. , California 90071, or emailing Aames Financial's Investor Relations Investor relations The process by which the corporation communicates with its investors. Department at info@aamescorp.com. Aames Financial, Aames Investment, their directors, and certain of their executive officers may be considered participants in the solicitation of proxies in connection with the proposed reorganization and information about such registrants' interest therein, including by way of security holdings or otherwise, may be found in the proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. for Aames Financial's 2003 annual meeting of stockholders and in the registration statement on Form S-4 filed by Aames Investment, including the definitive proxy statement/prospectus constituting a part thereof that will be sent to Aames Financial's stockholders. From time to time Aames Financial may publish forward-looking statements relating to such matters as anticipated financial performance, business prospects and similar matters. The Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995 provides a safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. for forward-looking statements. In order to comply with the terms of the safe harbor, Aames Financial notes that a variety of factors could cause Aames Financial's actual results and experience to differ materially from the anticipated results or other expectations expressed in Aames Financial's forward-looking statements. The risks and uncertainties that may affect the operations, performance and results of Aames Financial's business include the following: increases in mortgage lending interest rates; adverse changes in the secondary market for mortgage loans; decline in real estate values; decreases in earnings from Aames Financial calling securitization Securitization The process of creating a financial instrument by combining other financial assets and then marketing them to investors. Notes: Mortgage backed securities are a perfect example of securitization. May also be spelled as "securitisation. trusts; limited cash flow to fund operations; dependence on short-term financing facilities; obligations to repurchase mortgage loans and indemnify investors; concentration of operations in California, Florida and Texas; extensive government regulation; concentrated ownership of Aames Financial by a single stockholder; losses in securitization trusts; and intense competition in the mortgage lending industry. For a more complete discussion of these risks and uncertainties, see "Item 7. Management's Discussion and Analysis Management's discussion and analysis (MD&A) A report from management to shareholders that accompanies the firm's financial statements in the annual report. It explains the period's financial results and enables management to discuss topics that may not be apparent in the financial of Financial Condition and Results of Operations - Risk Factors" in Aames Financial's Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the year ended June 30, 2003 and subsequent filings by Aames Financial with the United States Securities and Exchange Commission. |
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