<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended June 30, 1997
-------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________________ to _____________________
Commission file numbers 333-21219
AAMES CAPITAL ACCEPTANCE CORP.
---------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 95-4619902
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
350 South Grand Avenue
Los Angeles, California 90071
- ----------------------- -----
(Address of principal executive offices) (ZIP Code)
(213) 640-5000
--------------
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
- ------------------- ----------------
None Not Applicable
---- --------------
Securities registered pursuant to Section 12(g) of the Act:
None
----
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10K. [X]
State the aggregate market value of the voting stock held by non-affiliates
of the Registrant.
Not applicable.
Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of the last practicable date.
Not applicable.
DOCUMENTS INCORPORATED BY REFERENCE
No annual report to securityholders, proxy or information statement
or prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of
1933 is incorporated herein by reference.
<PAGE> 2
PART I
ITEM 1. BUSINESS.
Not applicable.
ITEM 2. PROPERTIES.
Not applicable.
ITEM 3. LEGAL PROCEEDINGS.
There are no material pending legal proceedings concerning
the Trust, any Trustee, the Servicer or the Registrant with
respect to the Trusts, other than ordinary routine
litigation incidental to the duties of the Trustee or the
Servicer under the related Pooling and Servicing Agreement.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matter was submitted to a vote of Bondholders and no
Bondholder consent was solicited during the fiscal year
covered by this report.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
There is no established public trading market for the
Registrant's Adjustable Rate Asset-Backed Bonds, Series 1997-1.
As of June 30, 1997, there was one (1) holder of record of
the Registrant's publicly registered Adjustable Rate
Asset-Backed Bonds, Series 1997-1, as the bonds are issued
in book-entry form.
None of the Trusts pays dividends. Information as to
distributions to Bondholders is provided in Registrant's
monthly Form 8-K filings.
ITEM 6. SELECTED FINANCIAL DATA.
Not Applicable.
2
<PAGE> 3
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Not applicable.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Not applicable.
ITEM 11. EXECUTIVE COMPENSATION.
Not applicable.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Not applicable.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Not applicable.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) List of documents filed as part of this report.
3.1. Registrant's Certificate of Incorporation (incorporated herein by
reference to Exhibit 3.1 to Registrant's Registration Statement on
Form S-3 filed February 5, 1997)
3.2. Registrant's Bylaws (incorporated herein by reference to Exhibit 3.2
to Registrant's Registration Statement on Form S-3 filed February
5, 1997)
3
<PAGE> 4
3.3 Trust Agreement, dated as of March 1, 1997, between Aames Capital
Acceptance Corp. and Wilmington Trust Company (incorporated by
reference to Exhibit 3.1 of the Registrant's Current Report on
Form 8-K filed April 29, 1997)
4.1 Indenture, dated as of March 1, 1997, between Aames Capital Owner
Trust 1997-1 and Bankers Trust Company of California, N.A.
(incorporated by reference to Exhibit 4.1 to Registrant's Current
Report on Form 8-K filed April 29, 1997)
4.2 Servicing Agreement with respect to Registrant's Adjustable Rate
Asset-Backed Bonds, Series 1997-1, dated as of March 1, 1997
(incorporated by reference to Exhibit 4.2 to Registrant's Current
Report on Form 8-K filed April 29, 1997)
4.3 Financial Guarantee Insurance Policy issued by the Bond Insurer,
Financial Security Assurance Inc., with respect to Registrant's
Adjustable Rate Asset-Backed Bonds, Series 1997-1 (incorporated by
reference to Exhibit 4.3 of Registrant's Current Report on Form 8-K
filed April 29, 1997)
10.1 Initial Mortgage Loan Conveyance Agreement, dated as of March 1, 1997,
between Aames Capital Corporation and Aames Capital Acceptance Corp.
(incorporated by reference to Exhibit 10.1 of Registrant's Current
Report on Form 8-K filed April 29, 1997)
10.2 Mortgage Loan Contribution Agreement, dated as of March 1, 1997,
between Aames Capital Acceptance Corp. and Aames Capital Owner Trust
1997-1 (incorporated by reference to Exhibit 10.2 of Registrant's
Current Report on Form 8-K filed April 29, 1997)
10.3 Additional Mortgage Loan Conveyance Agreement, dated as of
March 1, 1997, between Aames Capital Corporation, Aames
Capital Acceptance Corp., Aames Capital Owner Trust 1997-1
and Bankers Trust Company of California, N.A. (incorporated
by reference to Exhibit 10.3 of Registrant's Current Report
on Form 8-K filed April 29, 1997)
28.1 Annual Statement of Compliance, dated September 26, 1997, for
Registrant's Adjustable Rate Asset-Backed Bonds, Series 1997-1
28.2 Report of Price Waterhouse LLP, dated August 25, 1997, on
Compliance with the Uniform Single Attestation Program
for Mortgage Bankers
28.3 Report Aggregating Certain Monthly Information to Bondholders with
respect to Registrant's Adjustable Rate Asset-Backed Bonds, Series
1997-1
4
<PAGE> 5
(b) Reports on Form 8-K.
During the last quarter of the fiscal year ended June 30, 1997, the
Registrant filed the following reports on Form 8-K:
1. Current Report on Form 8-K dated April 18, 1997 attaching
monthly Statements to Bondholders for Registrant's
Adjustable Rate Asset-Baked Bonds, Series 1997-1.
2. Current Report on Form 8-K dated May 23, 1997 attaching
monthly Statements to Bondholders for Registrant's
Adjustable Rate Asset-Backed Bonds, Series 1997-1.
3. Current Report on Form 8-K dated June 25, 1997 attaching
monthly Statements to Bondholders for Registrant's
Adjustable Rate Asset-Backed Bonds, Series 1997-1.
(c) Exhibits required by Item 601 of Regulation S-K.
Described in subparagraph (a).
(d) Financial Statements.
Not applicable.
5
<PAGE> 6
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Aames Capital Corporation has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
AAMES CAPITAL ACCEPTANCE CORP.
Dated: September 26, 1997 By: /s/ MARK E. ELBAUM
--------------------
Mark E. Elbaum
Senior Vice President -
Finance
6
<PAGE> 7
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS
FILED PURSUANT TO SECTION 15(d) BY REGISTRANTS
WHICH HAVE NOT REGISTERED SECURITIES
PURSUANT TO SECTION 12 OF THE ACT
No annual or proxy material has been
sent to Certificateholders
7
<PAGE> 8
EXHIBIT INDEX
EXHIBIT DOCUMENT
- ------- --------
3.1. Registrant's Certificate of Incorporation (incorporated herein by
reference to Exhibit 3.1 to Registrant's Registration Statement on
Form S-3 filed February 5, 1997)
3.2. Registrant's Bylaws (incorporated herein by reference to Exhibit 3.2
to Registrant's Registration Statement on Form S-3 filed February
5, 1997)
3.3 Trust Agreement, dated as of March 1, 1997, between Aames Capital
Acceptance Corp. and Wilmington Trust Company (incorporated by
reference to Exhibit 3.1 of the Registrant's Current Report on Form
8-K filed April 29, 1997)
4.1 Indenture, dated as of March 1, 1997, between Aames Capital Owner
Trust 1997-1 and Bankers Trust Company of California, N.A.
(incorporated by reference to Exhibit 4.1 to Registrant's Current
Report on Form 8-K filed April 29, 1997)
4.2 Servicing Agreement with respect to Registrant's Adjustable Rate
Asset-Backed Bonds, Series 1997-1, dated as of March 1, 1997
(incorporated by reference to Exhibit 4.2 to Registrant's Current
Report on Form 8-K filed April 29, 1997)
4.3 Financial Guarantee Insurance Policy issued by the Bond Insurer,
Financial Security Assurance Inc., with respect to Registrant's
Adjustable Rate Asset-Backed Bonds, Series 1997-1 (incorporated by
reference to Exhibit 4.3 of Registrant's Current Report on Form 8-K
filed April 29, 1997)
10.1 Initial Mortgage Loan Conveyance Agreement, dated as of March 1, 1997,
between Aames Capital Corporation and Aames Capital Acceptance Corp.
(incorporated by reference to Exhibit 10.1 of Registrant's Current
Report on Form 8-K filed April 29, 1997)
10.2 Mortgage Loan Contribution Agreement, dated as of March 1, 1997,
between Aames Capital Acceptance Corp. and Aames Capital Owner Trust
1997-1 (incorporated by reference to Exhibit 10.2 of Registrant's
Current Report on Form 8-K filed April 29, 1997)
<PAGE> 9
10.3 Additional Mortgage Loan Conveyance Agreement, dated as of
March 1, 1997, between Aames Capital Corporation, Aames
Capital Acceptance Corp., Aames Capital Owner Trust 1997-1
and Bankers Trust Company of California, N.A. (incorporated
by reference to Exhibit 10.3 of Registrant's Current Report
on Form 8-K filed April 29, 1997)
28.1 Annual Statement of Compliance, dated September 26, 1997, for
Registrant's Adjustable Rate Asset-Backed Bonds, Series 1997-1
28.2 Report of Price Waterhouse LLP, dated August 25, 1997, on Compliance
with the Uniform Single Attestation Program for Mortgage Bankers
28.3 Report Aggregating Certain Monthly Information to Bondholders with
respect to Registrant's Adjustable Rate Asset-Backed Bonds,
Series 1997-1
<PAGE> 1
EXHIBIT 28.1
ANNUAL STATEMENT AS TO COMPLIANCE
The undersigned, Mark E. Elbaum, Senior Vice President - Finance of
Aames Capital Corporation (the "Servicer"), in its capacity as Servicer under
the Servicing Agreement with respect to Registrant's Adjustable Rate
Asset-Backed Bonds, Series 1997-1, dated March 1, 1997 (the "Servicing
Agreement"), does hereby certify pursuant to Section 3.10 of the Servicing
Agreement that as of the date given below:
(a) a review of the activities of the Servicer for the fiscal
year ended June 30, 1997 and of its performance under the
Servicing Agreement has been made under my supervision, and
(b) to the best of my knowledge, based on such review, the
Servicer has fulfilled all of its material obligations
under the Servicing Agreement throughout such year.
IN WITNESS WHEREOF, I have hereunto signed my name as of this 26th
day of September, 1997.
/s/ MARK E. ELBAUM
------------------
Mark E. Elbaum
Senior Vice President - Finance
<PAGE> 1
EXHIBIT 28.2
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
of Aames Financial Corporation:
We have examined management's assertion about Aames Financial Corporation's
compliance with the minimum servicing standards identified in the Mortgage
Bankers Association of America's Uniform Single Attestation Program for Mortgage
Bankers (USAP) as of and for the year ended June 30, 1997 included in the
accompanying management assertion. Management is responsible for Aames Financial
Corporation's compliance with those minimum servicing standards. Our
responsibility is to express an opinion on management's assertion about the
entity's compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about Aames Financial Corporation's
compliance with the minimum servicing standards and performing such other
procedures as we considered necessary in the circumstances. We believe that our
examination provides a reasonable basis for our opinion. Our examination does
not provide a legal determination on Aames Financial Corporation's compliance
with the minimum servicing standards.
In our opinion, management's assertion that Aames Financial Corporation complied
with the aforementioned minimum servicing standards as of and for the year ended
June 30, 1997 is fairly stated, in all material respects.
/s/ Price Waterhouse LLP
Los Angeles, California
August 25, 1997
Price Waterhouse LLP
400 South Hope Street
Los Angeles, California 90071
Ladies and Gentlemen:
As of and for the fiscal year ended June 30, 1997, Aames Capital
Corporation has complied in all material respects with the minimum servicing
standards set forth in the Mortgage Bankers Association of America's Uniform
single Attestation Program for Mortgage Bankers. As of and for this same period,
Aames Capital Corporation had in effect a fidelity bond in the amount of $5
million and an errors and omissions policy in the amount of $20 million.
Sincerely,
AAMES CAPITAL CORPORATION
/s/ Cary H. Thompson /s/ David A. Sklar
- -------------------- ------------------
Cary H. Thompson David A. Sklar
Chief Executive Officer Executive Vice President-Finance and
Chief Financial Officer
/s/ Dan Relf /s/ Mark E. Elbaum
- ------------ -------------------
Dan Relf Mark E. Elbaum
Executive Vice President-Loan Services Senior Vice President-Finance
<PAGE> 1
EXHIBIT 28.3
Report for the Fiscal Year Ended June 30, 1997 Aggregating Certain Monthly
Information to Bondholders dated September 26, 1997 with respect to Registrant's
Asset-Backed Bonds, Series 1997-1
I.A(i) The amount of such distribution allocable to principal
<TABLE>
<CAPTION>
Pool Series Amount Allocable to Principal
- ----------- -----------------------------
<S> <C>
1997-1 $27,570,932.21 Adjustable Rate
</TABLE>
I.A(ii) The amount of such distribution allocable to interest:
<TABLE>
<CAPTION>
Pool Series Amount allocable to interest
- ----------- ----------------------------
<S> <C>
1997-1 $ 7,351,044.65 Adjustable Rate
</TABLE>
I.A(iii) The amount of such distribution allocable to any excess interest or
excess cash distribution in connection with any overcollateralization feature:
<TABLE>
<CAPTION>
Initial Balance
Pool Series Overcollateralization Increases 6/30/97
- ----------- --------------------- ------------- -------------
<S> <C> <C> <C>
1997-1 $ 5,637,333.81 $3,745,918.42 $9,383,252.23
</TABLE>
I.A(iv) Total amount of any insured payment included in the amount distributed
<TABLE>
<CAPTION>
Pool Series Amount
- ----------- ------
<S> <C>
1997-1 -0-
</TABLE>
I.A(iv) The amount of any fee paid in respect of credit enhancement for the
related collection period (represents amount held in Expense Account at Bankers
Trust at 6/30/97):
<TABLE>
<CAPTION>
Pool Series Amount
- ----------- ------
<S> <C>
1997-1 -0-
</TABLE>
I.A(v) The amount of unreimbursed monthly advances and/or servicing advances:
<TABLE>
<CAPTION>
Pool Series Amount
- ----------- ------
<S> <C>
1997-1 $ 661,521.36
</TABLE>
<PAGE> 2
I.A(vi) The aggregate amount (a) otherwise allocable to the subordinated
Bondholders on such distribution date, and (b) withdrawn from reserve account,
if any, that is included in the amounts distributed with respect to senior
bonds.
None.
I.A(vii) The aggregate outstanding principal balance of the Mortgage Loans in
the related pool:
<TABLE>
<CAPTION>
Pool Series Principal Balance
- ----------- -----------------
<S> <C>
1997-1 $396,812,320.02 Adjustable Rate
</TABLE>
I.A(viii) The number and aggregate principal balance of Mortgage Loans in the
related mortgage pool contractually delinquent (a) 30 to 59 days, (b) 60 to 89
days and (c) 90 days or more as of the end of the related collection period:
<TABLE>
<CAPTION>
30 to 59 60 to 89 90 or more
Pool Series days days days
- ----------- -------------- ------------- -------------
<S> <C> <C> <C>
1997-1
Principal Balance $10,282,376.72 $4,680,128.85 $3,841,603.96
Number of loans 134 45 36
</TABLE>
I.A(ix) The aggregate principal balances of Mortgage Loans in foreclosure or
other similar proceedings and the aggregate principal balances of Mortgage
Loans, the mortgagor of which is known by the Servicer to be in bankruptcy as of
the end of the period:
<TABLE>
<CAPTION>
Pool Series Loans in Foreclosure
- ----------- --------------------
<S> <C>
1997-1
Principal Balance $11,679,788.45
Number of loans 113
</TABLE>
I.A(x) The certificate principal balance of the Bonds:
<TABLE>
<CAPTION>
Pool Series Bond Principal Balance
- ----------- ----------------------
<S> <C>
1997-1 $387,429,067.79 Adjustable Rate
</TABLE>
