As filed with the United States Securities and Exchange Commission on October 6, 2004
Registration No. 333-113891
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 To
FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Aames Investment Corporation
(Exact Name of Registrant as Specified in Governing Instruments)
| Maryland | 6162 | 34-1981408 | ||
| (State or other jurisdiction of Incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
350 S. Grand Avenue, 43rd Floor
Los Angeles, CA 90071
(323) 210-5000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
John F. Madden, Jr., Esq.
Executive Vice President, Secretary and General Counsel
350 S. Grand Avenue, 43rd Floor
Los Angeles, CA 90071
(323) 210-5000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Kenneth E. Kohler, Esq.
Mayer, Brown, Rowe & Maw LLP
350 S. Grand Avenue, 25th Floor
Los Angeles, CA 90071
(213) 229-9500
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ¨
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-113891
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to Aames Investment’s registration statement on Form S-4 (No. 333-113891) is filed solely to include Exhibit 10.5 and Exhibit 99.4 as additional exhibits to the registration statement. In accordance with Rule 462(d) under the Securities Act of 1933, as amended, this Post-Effective Amendment shall become effective upon filing with the Securities and Exchange Commission.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 21. | Financial Statements and Exhibits |
(b) Exhibits
See the Exhibit Index attached hereto.
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on October 6, 2004.
| AAMES INVESTMENT CORPORATION | ||
| By: | /s/ A. JAY MEYERSON* | |
A. Jay Meyerson Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this amendment to Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
/s/ A. JAY MEYERSON* A. Jay Meyerson | Chief Executive Officer (Principal Executive Officer) | October 6, 2004 | ||
/s/ RONALD J. NICOLAS, JR.* Ronald J. Nicolas, Jr. | Executive Vice President—Finance and Chief Financial Officer (Principal Financial Officer) | October 6, 2004 | ||
/s/ JON D. VAN DEUREN* Jon D. Van Deuren | Senior Vice President—Finance and Chief Accounting Officer (Principal Accounting Officer) | October 6, 2004 | ||
/s/ JOHN F. MADDEN, JR. John F. Madden, Jr. | Director | October 6, 2004 | ||
| * | By John F. Madden Jr., Attorney-in-Fact |
EXHIBIT INDEX
Exhibit | Description | |
| 2.1 | Form of Agreement and Plan of Merger (included as an annex to the proxy statement/prospectus as part of this registration statement) | |
| 3.1 | Form of Articles of Amendment and Restatement (included as an annex to the proxy statement/prospectus as part of this registration statement) | |
| 3.2 | Bylaws* | |
| 4.1 | Form of Common Stock Certificate** | |
| 5.1 | Opinion of Venable LLP regarding the validity of the securities being registered*** | |
| 8.1 | Opinion of Mayer, Brown, Rowe & Maw LLP regarding tax matters*** | |
| 10.1 | Form of Aames Investment Equity Incentive Plan (included as an annex to the proxy statement/prospectus as part of this registration statement) | |
| 10.2 | Form of Aames Financial 2004 Equity Incentive Plan (included as an annex to the proxy statement/prospectus as part of this registration statement) | |
| 10.3 | Form of Registration Rights and Governance Agreement among Specialty Finance Partners, Capital Z Management LLC and Aames Investment (included as an annex to the proxy statement/prospectus as part of this registration statement) | |
| 10.4 | Form of Employment Agreement between Aames Investment and A. Jay Meyerson* | |
| 10.5 | Form of Aames Investment Indemnification Agreement with directors and executive officers | |
| 21.1 | List of Subsidiaries* | |
| 23.1 | Consent of Venable LLP (included as part of Exhibit 5.1) | |
| 23.2 | Consent of Ernst & Young LLP (Aames Financial Corporation and Aames Investment Corporation)*** | |
| 23.3 | Consent of Mayer, Brown, Rowe & Maw LLP (included as part of Exhibit 8.1) | |
| 24.1 | Power of Attorney (included on signature page of this registration statement filed with the Commission on March 24, 2004) | |
| 99.1 | Opinion of Houlihan Lokey Howard & Zukin Financial Advisors LLC (included as an annex to the proxy statement/prospectus as part of this registration statement) | |
| 99.2 | Consent of Houlihan Lokey Howard & Zukin Financial Advisors LLC **** | |
| 99.3 | Form of proxy card*** | |
| 99.4 | Form for reorganization consideration election | |
| * | Included as an exhibit to Amendment No. 2 to this registration statement filed with the SEC on July 22, 2004 |
| ** | Included as an exhibit to Amendment No. 3 to this registration statement filed with the SEC on September 7, 2004 |
| *** | Included as an exhibit to Amendment No. 5 to this registration statement filed with the SEC on September 30, 2004 |
| **** | Included as an exhibit to Amendment No. 1 to this registration statement filed with the SEC on May 27, 2004 |