<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-KA
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
APRIL 14, 1997
AAMES CAPITAL ACCEPTANCE CORP.
ON BEHALF OF AAMES CAPITAL
OWNER TRUST 1997-1
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
DELAWARE 333-21219 95-4619902
(State or other jurisdiction (Commission (I.R.S. employer
of incorporation) file number) identification no.)
3731 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90010
- ---------------------------------------- ----------
(Address of principal executive offices) (ZIP Code)
(213) 640-4900
--------------------------------------------------
Registrant's telephone number, including area code
NO CHANGE
-------------------------------------------------------------
(Former name or former address, if changed since last report)
================================================================================
<PAGE> 2
Item 5. Other Events
Aames Capital Acceptance Corp. (the "Transferor") and Aames Capital
Corporation (the "Servicer") registered up to $2,800,000,000 principal amount
of asset-backed certificates and asset-backed bonds under Rule 415 of the
Securities Act of 1933, as amended (the "Act"), pursuant to a Registration
Statement on Form S-3, including a prospectus (Registration Statement File No.
333-21219) (as amended, the "Registration Statement"). Pursuant to the
Registration Statement, the Transferor, on behalf of Aames Capital Owner Trust
1997-1 (the "Issuer") filed a Prospectus Supplement, and a Prospectus, each
dated March 18, 1997 (collectively, the "Prospectus"), relating to $415,000,000
aggregate principal amount of Adjustable Rate Asset-Backed Bonds, Series 1997-1
(the "Bonds"), issued by the Issuer on March 26, 1997 (the "Closing Date").
The Bonds were issued pursuant to an Indenture dated as of March 1,
1997 between the Issuer and Bankers Trust Company of California, N.A. (the
"Indenture Trustee") and secured by a trust estate consisting primarily of (i)
a pool (the "Mortgage Pool") of adjustable rate mortgage loans (together, the
"Initial Mortgage Loans"), (ii) funds on deposit in a prefunding account (the
"Prefunding Account") and a capitalized interest account held by the Indenture
Trustee; and (iii) a financial guaranty insurance policy issued by Financial
Security Assurance Inc. (the "Bond Insurer"). On the Closing Date, cash in the
amount of $82,720,605 (the "Prefunding Account Deposit") was deposited in
the Prefunding Account in the name of the Indenture Trustee. The Prefunding
Account Deposit was intended to be used for the purchase of additional home
equity mortgage loans (the "Additional Mortgage Loans") satisfying the criteria
specified in the Servicing Agreement, dated as of March 1, 1997, between the
Issuer, the Servicer and the Indenture Trustee (the "Servicing Agreement"), and
subject to the approval of the Bond Insurer on or before April 14, 1997.
The Indenture Trustee, the Transferor, the Issuer and Aames Capital
Corporation, as Seller, entered into an Additional Mortgage Loan Conveyance
Agreement, dated as of March 1, 1997 (the "Additional Mortgage Loan Conveyance
Agreement"). Pursuant to the Additional Mortgage Loan Conveyance Agreement, the
Trust purchased $82,623,774.89 aggregate principal balance of Additional
Mortgage Loans for a purchase price of $78,493,511.11.
The description of the Mortgage Pool in the Prospectus contained
information only with respect to the Initial Mortgage Loans as of the date of
the Prospectus. A Current Report on Form 8-K was filed on April 29, 1997 to
update the description of the Mortgage Pool contained in the Prospectus and to
file copies of certain final agreements executed in connection with the issuance
of the Bonds. This Current Report on Form 8-KA is being filed to further update
the description of the Mortgage Pool contained in the Prospectus. Annex A which
follows contains a description of the final Mortgage Pool, including tabular
information presenting current statistical information corresponding to the data
presented in the Prospectus in tabular form.
Capitalized terms used but not otherwise defined herein shall have the
same meaning ascribed to them in the Prospectus. The Prospectus has been filed
with the Securities and Exchange Commission pursuant to Rule 424(b)(2) under
file number 333-21219.
2
<PAGE> 3
Item 7. Financial Statements: Pro Forma Financial Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
1.1 Underwriting Agreement, dated March 18, 1997, between Aames
Capital Acceptance Corp., as Transferor, and Credit Suisse
First Boston Corporation, as Representative of the several
Underwriters named in Schedule I to the Pricing Agreement.*
1.2 Pricing Agreement, dated March 18, 1997, between Aames Capital
Acceptance Corp., as Transferor, and Credit Suisse First
Boston Corporation, as Representative of the several
Underwriters named in Schedule I thereto.*
3.1 Trust Agreement, dated as of March 1, 1997, between Aames
Capital Acceptance Corp., as Depositor, and Wilmington Trust
Company, as Owner Trustee.*
4.1 Indenture, dated as of March 1, 1997, between Aames Capital
Owner Trust 1997-1, as Issuer, and Bankers Trust Company of
California, N.A., as Indenture Trustee.*
4.2 Servicing Agreement, dated as of March 1, 1997, between Aames
Capital Owner Trust 1997-1, as Issuer, Aames Capital
Corporation, as Servicer, and Bankers Trust Company of
California, N.A., as Indenture Trustee.*
4.3 Financial Guarantee Insurance Policy issued by the Bond
Insurer, Financial Security Assurance Inc.*
10.1 Initial Mortgage Loan Conveyance Agreement, dated as of March
1, 1997, between Aames Capital Corporation, as Seller, and
Aames Capital Acceptance Corp., as Purchaser.*
10.2 Mortgage Loan Contribution Agreement, dated as of March 1,
1997, between Aames Capital Acceptance Corp., as Transferor,
and Aames Capital Owner Trust 1997-1, as Transferee.*
10.3 Additional Mortgage Loan Conveyance Agreement, dated as of
March 1, 1997, between Aames Capital Corporation, as Seller,
Aames Capital Acceptance Corp., as Transferor, Aames Capital
Owner Trust 1997-1, as Issuer, and Bankers Trust Company of
California, N.A., as Indenture Trustee.*
- -----------
* Filed as Exhibits to the Issuer's Current Report on Form 8-K dated April 14,
1997.
3
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has dully caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AAMES CAPITAL ACCEPTANCE CORPORATION
By: /s/ Gregory J. Witherspoon
--------------------------------------
Gregory J. Witherspoon
Executive Vice President - Finance and
Chief Financial Officer
Dated: May 1, 1997
4
<PAGE> 5
ANNEX A:
DESCRIPTION OF THE MORTGAGE POOL
The following is a brief description of certain terms of the Mortgage
Loans, including the Additional Mortgage Loans. Information contained herein is
presented with respect to the Mortgage Loans and the Additional Mortgage Loans
as of the applicable Cut-off Dates. The description of the Mortgage Pool below
does not reflect any payments with respect to the Mortgage Loans after the
applicable Cut-off Dates. The Mortgage Pool consists of 4,254 Mortgage Loans
and has an aggregate principal balance of $422,970,435.84.
The Aggregate Principal Balance of the Mortgage Loans was
$422,970,435.84. Approximately 87.00%, 5.56%, 7.42% and 0.02% of the Mortgaged
Properties (by applicable Cut-off Date Principal Balance) were single family
residences, two- to four-family residences, units in condominium and planned
unit developments and manufactured housing units, respectively, and no more than
0.31% of the Mortgage Loans (by applicable Cut-off Date Principal Balance)
were secured by Mortgaged Properties located in any single postal ZIP code.
The original Combined Loan-to-Value Ratio of any Mortgage Loan did not
exceed 109.00% and the original weighted average Combined Loan-to-Value Ratio
of all Mortgage Loans was approximately 71.38%. The maximum and average loan
size of the Mortgage Loans were $812,500.00 and $99,501.31, respectively.
The average appraised value of the Mortgaged Properties was $144,138.15.
Approximately 82.33% of the Mortgage Loans, measured by the sum of the
outstanding balances of Initial Mortgage Loans as of the Statistical Calculation
Date and the outstanding balances of Additional Mortgage Loans as of March 31,
1997 (such sum, the "Measurement Balance"), have the interest rate thereof
adjusted on the basis of the six-month London Interbank Offered Rate and
approximately 17.67% of the Mortgage Loans (by Measurement Balance) have the
interest rate thereof adjusted on the basis of the one-year CMT index. Each
Mortgage Loan has an interest rate adjustment cap of 0.00% to 3.00% above the
then current interest rate for such Mortgage Loan. The Mortgage Loans have a
weighted average initial periodic rate adjustment cap equal to approximately
1.42% (by Measurement Balance). The weighted average Mortgage Interest Rate
(taken as of the Statistical Calculation Date in the case of the Initial
Mortgage Loans, and as of March 31, 1997 in the case of Additional Mortgage
Loans, and weighted by Measurement Balance) was approximately 10.11% per annum.
The Mortgage Loans have a weighted average gross margin (taken as of the
Statistical Calculation Date in the case of the Initial Mortgage Loans, and as
of March 31, 1997 in the case of Additional Mortgage Loans, and weighted by
Measurement Balance) of approximately 6.63%. The initial gross margin for the
Mortgage Loans (taken as of the Statistical Calculation Date in the case of the
Initial Mortgage Loans, and as of March 31, 1997 in the case of Additional
Mortgage Loans) ranged from approximately 3.375% to 14.375%. The interest rates
borne by the Mortgage Loans (taken as of the Statistical Calculation Date in the
case of the Initial Mortgage Loans, and as of March 31, 1997 in the case of
Additional Mortgage Loans) ranged from approximately 5.380% per annum to
approximately 16.500% per annum. The Maximum Rates at which interest may accrue
on the Mortgage Loans (taken as of the Statistical Calculation Date in the case
of the Initial Mortgage Loans, and as of March 31, 1997 in the case of
Additional Mortgage Loans) ranged from 8.750% per annum to 23.500% per annum.
The Mortgage Loans had a weighted average Maximum Rate (taken as of the
Statistical Calculation Date in the case of the Initial Mortgage Loans, and as
of March 31, 1997) in the case of the Additional Mortgage Loans, and weighted by
Measurement Balance) of approximately 16.59% per annum. The Minimum Rates at
which interest may accrue on the Mortgage Loans after their respective first
interest adjustment dates (taken as of the Statistical Calculation Date in the
case of the Initial Mortgage Loans, and as of March 31, 1997 in the case of
Additional Mortgage Loans) ranged from approximately 4.750% per annum to
approximately 16.500% per annum. The weighted average Minimum Rate (taken as of
the Statistical Calculation Date in the case of the Initial Mortgage Loans, and
as of March 31, 1997 in the case of Additional Mortgage Loans, and weighted by
Measurement Balance) is approximately 10.07% per annum.
The Mortgage Loans have original terms to maturity of up to 30 years.
The weighted average remaining term to stated maturity of the Mortgage
Loans was approximately 356.54 months. The weighted average original term to
maturity of the Mortgage Loans was approximately 358.88 months. The weighted
average seasoning of the Mortgage Loans was less than two months.
Approximately 0.02% of the Mortgage Loans are Balloon Loans.
A-1
<PAGE> 6
CURRENT POOL BALANCE
<TABLE>
RANGE OF CURRENT NUMBER OF AGGREGATE UNPAID PERCENTAGE OF
PRINCIPAL BALANCES MORTGAGE LOANS PRINCIPAL BALANCE POOL BALANCE
------------------ -------------- ----------------- -------------
<S> <C> <C> <C>
0.01 to 25,000.00 ........... 144 $ 3,138,065.54 0.74%
25,000.01 to 50,000.00 ........... 800 31,273,013.49 7.39%
50,000.01 to 75,000.00 ........... 982 61,593,331.60 14.56%
75,000.01 to 100,000.00 ........... 779 68,104,889.48 16.10%
100,000.01 to 125,000.00 ........... 533 59,516,135.97 14.07%
125,000.01 to 150,000.00 ........... 333 45,644,174.85 10.79%
150,000.01 to 175,000.00 ........... 210 33,913,453.56 8.02%
175,000.01 to 200,000.00 ........... 135 26,525,816.51 6.03%
200,000.01 to 225,000.00 ........... 95 20,262,447.45 4.79%
225,000.01 to 250,000.00 ........... 69 16,468,182.25 3.89%
250,000.01 to 275,000.00 ........... 46 12,088,246.50 2.86%
275,000.01 to 300,000.00 ........... 39 11,209,744.73 2.65%
300,000.01 to 325,000.00 ........... 19 5,985,307.36 1.42%
325,000.01 to 350,000.00 ........... 25 8,472,980.95 2.00%
350,000.01 to 400,000.00 ........... 22 8,452,578.24 2.00%
Above 400,000 ...................... 23 11,322,067.33 2.68%
----- --------------- ------
Total....................... 4,254 $422,970,435.84 100.00%
===== =============== ======
</TABLE>
A-2
<PAGE> 7
ORIGINAL TERM TO MATURITY
<TABLE>
<CAPTION>
ORIGINAL TERMS TO NUMBER OF AGGREGATE UNPAID PERCENTAGE OF
MATURITY (MONTHS) MORTGAGE LOANS PRINCIPAL BALANCE POOL BALANCE
- ----------------- -------------- ----------------- --------------------
<S> <C> <C> <C>
60................... 1 $ 25,788.76 0.01%
180................... 44 2,582,500.65 0.61
360................... 4,209 420,362,146.43 99.38
----- --------------- ------
Total............. 4,254 $422,970,435.84 100.00%
===== =============== ======
</TABLE>
REMAINING TERM TO MATURITY
<TABLE>
<CAPTION>
RANGE OF
REMAINING TERMS TO NUMBER OF AGGREGATE UNPAID PERCENTAGE OF
MATURITY (MONTHS) MORTGAGE LOANS PRINCIPAL BALANCE POOL BALANCE
- ----------------- -------------- ----------------- -------------
<S> <C> <C> <C>
0 to 120............ 1 $ 25,788.76 0.01%
121 to 180............ 44 2,582,500.65 0.61%
301 to 360............ 4,209 420,362,146.43 99.38%
----- --------------- ------
Total............. 4,254 $422,970,435.84 100.00%
===== =============== ======
</TABLE>
RANGE OF MORTGAGE INTEREST RATES
<TABLE>
<CAPTION>
RANGE OF
MORTGAGE INTEREST NUMBER OF AGGREGATE UNPAID PERCENTAGE OF
RATES MORTGAGE LOANS PRINCIPAL BALANCE POOL BALANCE
- ----------------- -------------- ----------------- -------------
<S> <C> <C> <C>
5.000 to 5.999...... 8 $ 1,071,053.39 0.25%
6.000 to 6.999...... 23 2,622,544.30 0.62%
7.000 to 7.999...... 186 23,240,529.82 5.49%
8.000 to 8.999...... 726 83,974,890.66 19.85%
9.000 to 9.999...... 1,119 122,982,039.71 29.08%
10.000 to 10.999...... 897 86,338,021.15 20.41%
11.000 to 11.999...... 499 42,426,997.16 10.03%
12.000 to 12.999...... 427 33,087,233.87 7.82%
13.000 to 13.999...... 252 17,436,906.32 4.12%
14.000 to 14.999...... 99 8,572,743.00 2.03%
15.000 to 15.999...... 17 1,194,113.66 0.28%
16.000 and above...... 1 23,382.80 0.01%
----- --------------- ------
Total............. 4,254 $422,970,435.84 100.00%
===== =============== ======
</TABLE>
A-3
<PAGE> 8
RANGE OF MAXIMUM MORTGAGE INTEREST RATES
<TABLE>
<CAPTION>
RANGE OF NUMBER OF AGGREGATE UNPAID PERCENTAGE OF
MAXIMUM RATES MORTGAGE LOANS PRINCIPAL BALANCE POOL BALANCE
- ------------- -------------- ----------------- ------------
<S> <C> <C> <C>
8.001 to 9.000 . . . . . . . 1 $ 138,000.00 0.03%
12.001 to 13.000 . . . . . . . 19 2,321,387.27 0.55%
13.001 to 14.000 . . . . . . . 98 12,904,764.87 3.05%
14.001 to 15.000 . . . . . . . 412 49,033,919.27 11.59%
15.001 to 16.000 . . . . . . . 982 113,837,745.44 26.91%
16.001 to 17.000 . . . . . . . 1,058 108,351,137.54 25.62%
17.001 to 18.000 . . . . . . . 683 60,415,184.88 14.28%
18.001 to 19.000 . . . . . . . 475 39,196,523.43 9.27%
19.001 to 20.000 . . . . . . . 331 23,149,535.96 5.47%
20.001 to 21.000 . . . . . . . 150 10,405,995.58 2.46%
21.001 to 22.000 . . . . . . . 44 3,192,878.80 0.75%
22.001 and above . . . . . . . 1 23,362.80 0.01%
----- --------------- -------
Total . . . . . . . . 4,254 $422,970,435.84 100.00%
====== =============== =======
</TABLE>
RANGE OF MINIMUM MORTGAGE RATES
<TABLE>
<CAPTION>
RANGE OF MINIMUM NUMBER OF AGGREGATE UNPAID PERCENTAGE OF
MORTGAGE RATES MORTGAGE LOANS PRINCIPAL BALANCE POOL BALANCE
- ------------- -------------- ----------------- ------------
<S> <C> <C> <C>
4.001 to 5.000 . . . . . . . 2 $ 471,171.66 0.11%
5.001 to 6.000 . . . . . . . 33 5,041,677.14 1.19%
6.001 to 7.000 . . . . . . . 81 10,101,062.02 2.39%
7.001 to 8.000 . . . . . . . 183 21,786,383.50 5.15%
8.001 to 9.000 . . . . . . . 693 79,195,916.02 18.72%
9.001 to 10.000 . . . . . . . 1,069 116,858,247.48 27.63%
10.001 to 11.000 . . . . . . . 906 87,331,684.43 20.65%
11.001 to 12.000 . . . . . . . 518 43,962,751.40 10.39%
12.001 to 13.000 . . . . . . . 430 33,258,502.35 7.86%
13.001 to 14.000 . . . . . . . 227 15,946,858.16 3.77%
14.001 to 15.000 . . . . . . . 99 8,093,345.30 1.91%
15.001 to 16.000 . . . . . . . 12 899,473.58 0.21%
16.001 and above . . . . . . . 1 23,362.80 0.01%
------ --------------- -------
Total . . . . . . . . 4,254 $422,970.435.84 100.00%
====== =============== =======
</TABLE>
RANGE OF GROSS MARGINS
<TABLE>
<CAPTION>
RANGE OF NUMBER OF AGGREGATE UNPAID PERCENTAGE OF
GROSS MARGINS MORTGAGE LOANS PRINCIPAL BALANCE POOL BALANCE
- ------------- -------------- ----------------- ------------
<S> <C> <C> <C>
3.000 to 3.999 . . . . . . . 10 $ 1,494,752.77 0.35%
4.000 to 4.999 . . . . . . . 268 29,544,247.94 6.98%
5.000 to 5.999 . . . . . . . 1,057 112,822,039.97 26.67%
6.000 to 6.999 . . . . . . . 1,007 109,223,287.72 25.82%
7.000 to 7.999 . . . . . . . 1,068 101,144,618.35 23.91%
8.000 to 8.999 . . . . . . . 624 50,905,774.66 12.04%
9.000 to 9.999 . . . . . . . 185 15,527,493.68 3.67%
10.000 to 10.999 . . . . . . . 34 2,277,220.75 0.64%
14.000 to 14.999 . . . . . . . 1 31,000.00 0.01%
------ --------------- -------
Total . . . . . . . . 4,254 $422,970,435.84 100.00%
====== =============== =======
</TABLE>
A-4
<PAGE> 9
MORTGAGE INTEREST RATE ADJUSTMENT FREQUENCY
<TABLE>
<CAPTION>
FREQUENCY OF NUMBER OF AGGREGATE UNPAID PERCENTAGE OF
ADJUSTMENT MORTGAGE LOANS PRINCIPAL BALANCE POOL BALANCE
- ------------ -------------- ----------------- -------------
<S> <C> <C> <C>
6........................................ 3,524 $342,252,712.12 80.92
12........................................ 730 80,717,723.72 19.08
----- --------------- ------
Total............................. 4,254 $422,970,435.84 100.00%
===== =============== ======
</TABLE>
PERIODS TO NEXT ADJUSTMENT OF MORTGAGE INTEREST RATE
<TABLE>
<CAPTION>
RANGE OF
PERIODS TO NEXT NUMBER OF AGGREGATE UNPAID PERCENTAGE OF
ADJUSTMENT MORTGAGE LOANS PRINCIPAL BALANCE INITIAL POOL BALANCE
- --------------- -------------- ----------------- --------------------
<S> <C> <C> <C>
0 to 1.................................. 44 $ 5,062,287.66 1.20%
2 to 12.................................. 1,863 200,484,729.04 47.40
13 to 24.................................. 2,157 199,904,937.12 47.26
25 to 36.................................. 171 15,855,818.64 3.75
37 to 48.................................. 2 229,467.95 0.05
49 and above.............................. 17 1,433,195.43 0.34
----- --------------- ------
Total............................. 4,254 $422,970,435.84 100.00%
===== =============== ======
</TABLE>
INDEX USED TO DETERMINE MORTGAGE INTEREST RATE
<TABLE>
<CAPTION>
NUMBER OF AGGREGATE UNPAID PERCENTAGE OF
INDEX MORTGAGE LOANS PRINCIPAL BALANCE INITIAL POOL BALANCE
- --------------- -------------- ----------------- --------------------
<S> <C> <C> <C>
One-year CMT index......................... 658 $ 74,725,969.52 17.67
Six-month London Interbank Offered Rate.... 3,596 348,244,466.32 82.33
----- --------------- ------
Total.............................. 4,254 $422,970,435.84 100.00%
===== =============== ======
</TABLE>
A-5
<PAGE> 10
LOAN-TO-VALUE RATIOS
<TABLE>
<CAPTION>
RANGE OF NUMBER OF AGGREGATE UNPAID PERCENTAGE OF
LOAN-TO-VALUE RATIOS MORTGAGE LOANS PRINCIPAL BALANCE POOL BALANCE
- -------------------- -------------- ----------------- -------------
<S> <C> <C> <C>
10.01 to 15.00........... 1 $ 30,000.00 0.01%
15.01 to 20.00........... 6 256,769.18 0.06%
20.01 to 25.00........... 13 575,239.30 0.14%
25.01 to 30.00........... 19 1,514,346.78 0.36%
30.01 to 35.00........... 32 1,676,856.73 0.40%
35.01 to 40.00........... 26 2,361,915.92 0.56%
40.01 to 45.00........... 51 3,915,827.64 0.93%
45.01 to 50.00........... 112 10,034,219.54 2.37%
50.01 to 55.00........... 113 9,157,858.14 2.17%
55.01 to 60.00........... 289 24,115,085.52 5.70%
60.01 to 65.00........... 892 69,641,517.74 16.46%
65.01 to 70.00........... 569 58,012,274.03 13.72%
70.01 to 75.00........... 939 102,991,158.63 24.35%
75.01 to 80.00........... 881 100,439,287.70 23.75%
80.01 to 85.00........... 263 31,764,447.02 7.51%
85.01 to 90.00........... 43 5,767,112.00 1.36%
90.01 to 95.00........... 2 455,781.00 0.11%
95.01 to 100.00.......... 1 134,767.47 0.03%
Over 100.01.............. 2 125,971.50 0.03%
----- --------------- -------
Total............ 4,254 $422,970,435.84 100.00%
===== =============== =======
</TABLE>
TYPE OF MORTGAGED PROPERTY
<TABLE>
<CAPTION>
NUMBER OF AGGREGATE UNPAID PERCENTAGE OF
PROPERTY TYPE MORTGAGE LOANS PRINCIPAL BALANCE POOL BALANCE
- ------------- -------------- ----------------- -------------
<S> <C> <C> <C>
Manufactured Housing............................ 2 $ 99,966.31 0.02%
Two- to Four-Family Residences.................. 276 23,537,904.10 5.56
Condominiums and Planned Unit Developments...... 293 31,363,321.78 7.42
Single Family Residence......................... 3,683 367,969,243.65 87.00
----- --------------- -------
Total................................... 4,254 $422,970,435.84 100.00%
===== =============== =======
</TABLE>
OCCUPANCY STATUS
<TABLE>
<CAPTION>
NUMBER OF AGGREGATE UNPAID PERCENTAGE OF
OCCUPANCY STATUS MORTGAGE LOANS PRINCIPAL BALANCE POOL BALANCE
- ---------------- -------------- ----------------- -------------
<S> <C> <C> <C>
Not Owner Occupied/Investment................... 384 $ 23,304,968.40 5.51%
Owner Occupied/2nd Home......................... 3,870 399,665,467.44 94.49%
----- --------------- -------
Total................................... 4,254 $422,970,435.84 100.00%
===== =============== =======
</TABLE>
A-6
<PAGE> 11
GEOGRAPHICAL DISTRIBUTION OF MORTGAGED PROPERTIES
NUMBER OF AGGREGATE UNPAID PERCENTAGE OF
STATE MORTGAGE LOANS PRINCIPAL BALANCE POOL BALANCE
- ----- -------------- ----------------- -------------
<TABLE>
<S> <C> <C> <C>
Alaska ........... 3 $ 237,950.00 0.06%
Arizona .......... 138 13,810,754.17 3.27%
Arkansas ......... 10 961,805.27 0.23%
California ....... 439 59,256,365.24 14.01%
Colorado ......... 228 25,667,343.72 6.07%
Connecticut ...... 211 19,921,070.70 4.71%
Delaware ......... 5 419,269.25 0.10%
Florida .......... 362 35,252,865.43 8.33%
Georgia .......... 94 9,054,781.50 2.14%
Hawaii ........... 57 11,099,794.76 2.62%
Idaho ............ 17 1,187,185.19 0.28%
Illinois ......... 343 33,322,836.50 7.88%
Indiana .......... 81 5,456,488.67 1.29%
Iowa ............. 10 491,947.46 0.12%
Kansas ........... 10 747,495.95 0.18%
Kentucky ......... 29 1,579,239.52 0.37%
Louisiana ........ 14 1,411,562.39 0.33%
Maine ............ 5 292,414.82 0.07%
Maryland ......... 183 18,324,890.08 4.33%
Massachusetts .... 100 11,477,642.54 2.71%
Michigan ......... 122 11,110,608.96 2.63%
Minnesota ........ 60 5,481,302.58 1.30%
Mississippi ...... 5 400,500.00 0.09%
Missouri ......... 85 5,135,779.08 1.21%
Montana .......... 15 1,156,619.62 0.27%
Nebraska ......... 2 73,103.20 0.02%
Nevada ........... 25 2,511,166.32 0.59%
New Hampshire .... 18 1,702,600.95 0.40%
New Jersey ....... 106 12,921,172.97 3.05%
New Mexico ....... 16 1,404,585.96 0.33%
New York ......... 110 14,037,296.02 3.32%
North Carolina ... 151 9,963,079.26 2.36%
Ohio ............. 271 19,042,422,90 4.50%
Oklahoma ......... 12 677,966.14 0.16%
Oregon ........... 114 12,121,535.84 2.87%
Pennsylvania ..... 130 9,045,582.79 2.14%
Rhode Island ..... 25 2,104,898.89 0.50%
South Carolina ... 45 2,683,919.61 0.63%
South Dakota ..... 4 198,490.44 0.05%
Tennessee ........ 17 1,196,069.08 0.28%
Texas ............ 106 9,281,732.97 2.19%
Utah ............. 142 14,682,887.68 3.47%
Vermont .......... 6 483,724.11 0.11%
Virginia ......... 51 6,506,490.03 1.54%
Washington ....... 201 23,233,271.18 5.49%
Washington, DC ... 45 3,811,313.94 0.90%
West Virginia .... 4 152,810.36 0.04%
Wisconsin ........ 23 1,588,279.72 0.38%
Wyoming .......... 4 287,522.08 0.07%
----- --------------- ------
Total .... 4,254 $422,970,435.84 100.00%
===== =============== ======
</TABLE>
A-7
<PAGE> 12
TYPE OF LOAN BY AMORTIZATION METHOD
<TABLE>
<CAPTION>
NUMBER OF AGGREGATE UNPAID PERCENTAGE OF
AMORTIZATION METHOD MORTGAGE LOANS PRINCIPAL BALANCE POOL BALANCE
- ------------------- -------------- ----------------- --------------
<S> <C> <C> <C>
Fully Amortizing...... 4,252 $422,873,135.84 99.98%
Balloon............... 2 97,300.00 0.02%
----- --------------- -------
Total......... 4,254 $422,970,435.84 100.00%
===== =============== =======
</TABLE>
ORIGINATORS OF THE MORTGAGE LOANS
<TABLE>
<CAPTION>
NUMBER OF AGGREGATE UNPAID PERCENTAGE OF
ORIGINATOR MORTGAGE LOANS PRINCIPAL BALANCE POOL BALANCE
- ---------- -------------- ----------------- -------------
<S> <C> <C> <C>
Affiliated............ 1,755 $154,120,312.35 36.44
Unaffiliated.......... 2,499 268,850,123.49 63.56
----- --------------- ------
Total......... 4,254 $422,970,435.84 100.00%
===== =============== ======
</TABLE>
A-8
<PAGE> 13
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
- ----------- ----------------------
<S> <C>
1.1 Underwriting Agreement, dated March 18, 1997, between Aames Capital Acceptance
Corp., as Transferor, and Credit Suisse First Boston Corporation, as
Representative of the several Underwriters named in Schedule I to the Pricing
Agreement.*
1.2 Pricing Agreement, dated March 18, 1997, between Aames Capital Acceptance
Corp., as Transferor, and Credit Suisse First Boston Corporation, as
Representative of the several Underwriters named in Schedule I thereto.*
3.1 Trust Agreement, dated as of March 1, 1997, between Aames Capital Acceptance
Corp., as Depositor, and Wilmington Trust Company, as Owner Trustee.*
4.1 Indenture, dated as of March 1, 1997, between Aames Capital Owner Trust 1997-1,
as Issuer, and Bankers Trust Company of California, N.A., as Indenture Trustee.*
4.2 Servicing Agreement, dated as of March 1, 1997, between Aames Capital Owner
Trust 1997-1, as Issuer, Aames Capital Corporation, as Servicer, and Bankers
Trust Company of California, N.A., as Indenture Trustee.*
4.3 Financial Guarantee Insurance Policy issued by the Bond Insurer, Financial
Security Assurance Inc.*
10.1 Initial Mortgage Loan Conveyance Agreement, dated as of March 1, 1997, between
Aames Capital Corporation, as Seller, and Aames Capital Acceptance Corp., as
Purchaser.*
10.2 Mortgage Loan Contribution Agreement, dated as of March 1, 1997, between Aames
Capital Acceptance Corp., as Transferor, and Aames Capital Owner Trust 1997-1,
as Transferee.*
10.3 Additional Mortgage Loan Conveyance Agreement, dated as of March 1, 1997,
between Aames Capital Corporation, as Seller, Aames Capital Acceptance Corp.,
as Transferor, Aames Capital Owner Trust 1997-1, as Issuer, and Bankers Trust
Company of California, N.A., as Indenture Trustee.*
</TABLE>
- -------------------------
*Filed as Exhibits to Issuer's Current Report on Form 8-K dated April 29, 1997.
