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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
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):
March 18, 1997
Aames Capital Acceptance Corp.
on behalf of Aames Capital Owner Trust 1997-1
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(Exact Name of Registrant as Specified in its Charter)
Delaware 333-21219 95-4619902
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(State of Incorporation) (Commission (I.R.S. Employer
File Number) Identification No.)
90010
3731 Wilshire Boulevard -----------
Los Angeles, California (Zip Code)
-----------------------
(Address of Principal
Executive Offices)
Registrant's telephone number, including area code: (213) 351-6100
No Change
--------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
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The sole purpose of this Current Report on Form 8-K is to file the
Statement of Eligibility under the Trust Indenture Act of 1939 on Form T-1 of
the corporation designated to act as trustee in connection with the proposed
offering of the Aames Capital Owner Trust 1997-1 Adjustable Rate Asset-Backed
Bonds, Series 1997-1 (the "Bonds"). This exhibit shall be incorporated by
reference in the Registration Statement on Form S-3 of Aames Capital Acceptance
Corp. (Commission File No. 333-21219) pursuant to which the Bonds will be
offered in order to effect qualification of the related Indenture under the
Trust Indenture Act of 1939, as amended.
Item 7. Financial Statements; Pro Forma Financial Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
25.1 Form T-1 Statement of Eligibility of Bankers Trust Company
of California, N.A.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AAMES CAPITAL ACCEPTANCE CORP.
By: /s/ Mark E. Elbaum
------------------------------------
Mark E. Elbaum
Senior Vice President - Finance
Dated: March 18, 1997
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM T-1
Statement of eligibility under the Trust
Indenture Act of 1939 of a corporation
designated to act as trustee
X Check if an application to determine eligibility
--- of a trustee pursuant to section 305(b)(2)
Bankers Trust Company of California, N.A.
-----------------------------------------
(Exact name of trustee as specified in its charter)
300 South Grand Avenue
Los Angeles, California 90071 13-3347003
- --------------------------------------- ----------------------------------
(Address of principal executive offices) (I.R.S. Employer Identification No.)
Aames Capital Owner Trust 1997-1
--------------------------------
(Exact name of obligor as specified in its charter)
Delaware Applied For
- ----------------------- -----------------------------------
(State of organization) (I.R.S. Employer Identification No.)
3731 Wilshire Boulevard
Los Angeles, California 90010
--------------------------------------
(Address of principal executive offices)
Adjustable Rate Asset-Backed Bonds, Series 1997-1
-------------------------------------------------
(Title of the indenture securities)
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Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which it
is subject.
Name Address
Office of the Comptroller of the Currency 1114 Avenue of the Americas
Suite 3900
New York, New York 10036
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
Item 16. List of Exhibits.
Exhibit 1 - Articles of Association, as amended on July 29, 1994.
Exhibit 2 - Certificate of the Comptroller of the Currency,
dated February 4, 1997.
Exhibit 3 - Certification of Fiduciary Powers, dated February 4, 1997.
Exhibit 4 - Existing By-Laws of Bankers Trust Company of
California, N.A., as amended on April 19, 1996.
Exhibit 5 - Not Applicable.
Exhibit 6 - Consent of Bankers Trust Company required by Section 321(b)
of the Act.
Exhibit 7 - Reports of Condition of Bankers Trust Company of
California, N.A., dated as of December 31, 1996.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, Bankers Trust Company of California, N.A., a national banking
association, organized and existing under the laws of the United States, has
duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the city of Irvine, and State of
California, on the 18th day of March, 1997.
Bankers Trust Company of California, N.A.
By: /s/ Judy L. Gomez
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Assistant Vice President
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Exhibit 1
BT TRUST COMPANY OF CALIFORNIA, NATIONAL ASSOCIATION
ARTICLES OF ASSOCIATION
For the purpose of organizing an association to carry on the business of a
limited purpose trust company under the laws of the United States, the
undersigned do enter into the following articles of association:
FIRST: The title of this Association shall be "BT Trust Company of
California, National Association".
SECOND: The main office of the Association shall be in the City of Los
Angeles, County of Los Angeles, State of California. The general business of the
Association shall be conducted at its main office and its branches.
THIRD: The Board of Directors of this Association shall consist of not
less than five nor more than twenty-five shareholders, the exact number of
Directors within such minimum and maximum limits to be fixed and determined
from time to time by resolution of a majority of the full Board of Directors or
by resolution of the shareholders at any annual or special meeting thereof.
Each director, during the full term of his or her directorship, shall own a
minimum of $1,000 aggregate par value of stock of this association or a minimum
par market value or equity interest of $1,000 of stock in the bank holding
company controlling this association. Unless otherwise provided by the laws of
the United States, any vacancy in the Board of Directors for any reason,
including an increase in the number thereof, may be filled by action of the
Board of Directors.
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FOURTH: The annual meeting of the shareholders for the election of
Directors and the transaction of whatever other business may be brought before
said meeting shall be held at the main office or such other place as the Board
of Directors may designate, on the day of each year specified therefor in the
Bylaws, but if no election is held on that day, it may be held on any subsequent
day according to the provisions of law; and all elections shall be held
according to such lawful regulations as may be prescribed by the Board of
Directors.
Nominations for election to the Board of Directors may be made by the Board
of Directors or by any shareholder of any outstanding class of capital stock of
the Association entitled to vote for election of directors. Nominations other
than those made by or on behalf of the existing management of the Association,
shall be made in writing and shall be delivered or mailed to the President of
the Association and to the Comptroller of the Currency, Washington, D.C., not
less than 14 days nor more than 50 days prior to any meeting of shareholders
called for the election of directors; provided, however, that if less than 21
days' notice of the meeting is given to shareholders, such nomination shall be
mailed or delivered to the President of the Association and to the Comptroller
of the Currency not later than the close of business on the seventh day
following the day on which the notice of meeting was mailed. Such notification
shall contain the following information to the extent known to the notifying
shareholder: (a) the name and address of each proposed nominee; (b) the
principal occupation of each proposed nominee; (c) the total number of shares of
capital stock of the Association that will be voted for each proposed nominee;
(d) the name and residence address of the notifying shareholder; and (e) the
number of shares of capital stock of the Association owned by the notifying
shareholder. Nominations not made in accordance herewith may, in his/her
discretion, be disregarded by the chairperson of the meeting, and upon his/her
instructions, the vote tellers may disregard all votes cast for each such
nominee.
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FIFTH: The authorized amount of capital stock of this Association
shall be 5,000 shares of common stock of the par value of One Hundred Dollars
and no cents ($100.00) each; but said capital stock may be increased or
decreased from time to time, in accordance with the provisions of the laws of
the United States.
No holder of shares of the capital stock of any class of the Association
shall have any pre-emptive or preferential right of subscription to any shares
of any class of stock of the Association, whether now or hereafter authorized,
or to any obligations convertible into stock of the Association, issued, or
sold, nor any right of subscription thereto other than such, if any, as the
Board of Directors, in its discretion may from time to time determine and at
such price as the Board of Directors may from time to time fix.
If the capital stock is increased by a stock dividend, each shareholder
shall be entitled to his/her proportionate amount of such increase in accordance
with the number of shares of capital stock owned by him/her at the time the
increase is authorized by the shareholders, unless another time subsequent to
the date of the shareholders' meeting is specified in a resolution adopted by
the shareholders at the time the increase is authorized.
The Association, at any time and from time to time, may authorize and issue
debt obligations, whether of not subordinated, without the approval of the
shareholders.
SIXTH: The Board of Directors (a majority of whom shall be a quorum
to do business) shall appoint one of its members to be President of the
Association who shall hold office (unless he shall become disqualified or be
sooner removed by a two-thirds vote of the members of the Board) for the term
for which he was elected a Directors. The Board of Directors may appoint one of
its members to be Chairperson
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of the Board, who shall perform such duties as may be designated by it. The
Board of Directors shall have power to appoint one or more Vice Presidents; and
to appoint a Cashier and such other officers and employees as may be required
to transact the business of the Association.
The Board of Directors shall have the power to define the duties of the
officers and employees of the Association; to fix the salaries to be paid to
them; to dismiss them; to require bonds from them and to fix the penalty
thereof; to regulate the manner in which any increase of the capital of the
Association shall be made; to manage and administer the business and affairs of
the Association; to make all by-laws that it may be lawful for them to make and
generally do and perform all acts that it may be legal for a board of directors
to do and perform.
SEVENTH: The Board of Directors shall have the power to change the
location of the main office of the Association to any other place within the
limit of the City of Los Angeles, without the approval of the shareholders but
subject to the approval of the Comptroller of the Currency; and shall have the
power to establish or change the location of any branch or branches of the
Association to any other location, without the approval of the shareholders but
subject to the approval of the Comptroller of the Currency.
EIGHTH: The corporate existence of this Association shall continue until
terminated in accordance with the laws of the United States.
NINTH: The Board of Directors of this Association, or any three or more
shareholders owning, in the aggregate, not less than 25 percent of the stock of
this Association, may call a special meeting of shareholders at any time. Unless
otherwise provided by the laws of the United States, a notice of the time,
place, and purpose of every annual and special meeting of the shareholders shall
be given by
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first-class mail, postage prepaid, mailed at least ten days prior to the date
of such meeting to each shareholder of record at his/her address as shown upon
the books of this Association.
TENTH: Any person, his/her heirs, executors or administrators, may be
indemnified or reimbursed by the Association for liability and reasonable
expenses (including amounts paid in settlement or in satisfaction of judgments
or as fines or penalties) actually incurred in connection with any claim,
action, suit, or proceeding, civil or criminal, whether or not by or in the
right of the Association, in which he/she or they shall be involved or
threatened to be involved by reason of his/her being or having been a director,
officer, or employee of the Association or of any firm, corporation, or
organization which he/she serves or has served in any such capacity at the
request of the Association (provided he/she so served at the specific request of
the Association in writing signed by the Chairperson of the Board or the
President and specifically referring to this Article Tenth); provided, however,
that no person shall be so indemnified or reimbursed (1) in relation to any
matter in an action, suit or proceeding as to which he/she shall finally be
adjudged to have been guilty of, or liable for, willful misconduct, gross
neglect of duty or criminal acts in the performance of his/her duties to the
Association or such firm, corporation or organization; or (2) in relation to any
matter in a claim, action, suit or proceeding which has been made the subject of
a settlement except with the approval of (a) a court of competent jurisdiction,
(b) the Board of Directors, acting by vote of Directors not parties to the same
or substantially the same action, suit or proceeding, constituting a majority of
the whole number of the Directors, or (c) the shareholders, acting by vote of a
majority of the outstanding shares of capital stock; and provided further that,
in the case of persons serving another firm, corporation or organization at the
request of the Association, the indemnity provided in this Article Tenth shall
apply only if and to the extent that, after making such efforts as the Board of
Directors or shareholders shall deem adequate under the circumstances, such
person
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shall be unable to obtain indemnification from such firm, corporation or
organization. The foregoing provisions for indemnification or reimbursement
shall not be exclusive of other rights to which such person, his/her heirs,
executors or administrators, may be entitled by contract or otherwise. Unless
the context clearly requires otherwise, the term "the Association" as used in
this Article shall include any predecessor corporation.
The Association may, upon the affirmative vote of a majority of its Board
of Directors, purchase insurance for the purpose of indemnifying its directors,
officers and other employees to the extent that such indemnification is allowed
in the preceding paragraph. Such insurance may, but need not, be for the benefit
of all directors, officers, or employees.
ELEVENTH: The powers of the Association shall be limited to conducting the
business of a trust company under a national bank charter, and no amendment to
such powers may be made without the prior approval of the Comptroller of the
Currency.
TWELFTH: These Articles of Association may be amended at any regular or
special meeting of the shareholders by the affirmative vote of the holders of a
majority of the stock of this Association, voting in person or by proxy, unless
the vote of the holders of a greater amount of stock is required by law, and in
that case by the vote of the holders of such greater amount.
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IN WITNESS WHEREOF, we have hereunto set our hands this on the date
appearing opposite our names.
/s/ Peter E. Lengyel October 7, 1985
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Peter E. Lengyel [Notarized] date
/s/ Harold K. Atkins October 7, 1985
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Harold K. Atkins [Notarized] date
/s/ John L. Murphy October 7, 1985
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John L. Murphy [Notarized] date
/s/ Allan S. Martin October 7, 1985
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Allan S. Martin [Notarized] date
/s/ Rein Lumi October 7, 1985
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Rein Lumi [Notarized] date
/s/ Gerard P. Hourihan October 7, 1985
- ----------------------------- ---------------
Gerard P. Hourihan [Notarized] date
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Exhibit 2
[On Letterhead]
Comptroller of the Currency
Administrator of National Banks
Washington, D.C. 20219
CERTIFICATE
I, Eugene A. Ludwig, Comptroller of the Currency, do hereby certify that:
1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et
seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and
control of all records pertaining to the chartering of all National Banking
Associations.
2. "Bankers Trust Company of California, National Association," Los
Angeles, California, (Charter No. 18608) is a National Banking Association
formed under the laws of the United States and is authorized thereunder to
transact the business of banking on the date of this Certificate.
IN TESTIMONY WHEREOF, I have
hereunto subscribed my name and
caused my seal of office to be
affixed to these presents at the
Treasury Department in the City of
Washington and District of
Columbia, this 4th day of February,
1997.
[SEAL] /s/ Eugene A. Ludwig
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Comptroller of the Currency
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Exhibit 3
[On Letterhead]
Comptroller of the Currency
Administrator of National Banks
Washington, D.C. 20219
Certificate of Fiduciary Powers
I, Eugene A. Ludwig, Comptroller of the Currency, do hereby certify that:
1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et
seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and
control of all records pertaining to the chartering of all National Banking
Associations.
2. "Bankers Trust Company of California, National Association," Los Angeles,
California, (Charter No. 18608), was granted, under the hand and seal of the
Comptroller, the right to act in all fiduciary capacities authorized under the
provisions of the Act of Congress approved September 28, 1962, 76 Stat. 668, 12
U.S.C. 92a, and that the authority so granted remains in full force and effect
on the date of this Certificate.
IN TESTIMONY WHEREOF, I have
hereunto subscribed my name and
caused my seal of office to be
affixed to these presents at the
Treasury Department in the City of
Washington and District of
Columbia, this 4th day of February,
1997.
[SEAL] /s/ Eugene A. Ludwig
---------------------------
Comptroller of the Currency
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Exhibit 4
CERTIFICATE
I, Sandra L. West, do hereby certify that:
1. I am Assistant Secretary of BANKERS TRUST COMPANY OF CALIFORNIA, N.A.
(formerly known as BT Trust Company of California, National Association), a
corporation duly organized and validly existing under the laws of the United
States of America (the "Company");
2. Attached hereto as Exhibit A is a true, correct and complete copy of the
By-Laws of the Company as in effect on the date hereof;
3. Attached hereto as Exhibit B is a true, correct and complete copy of the
Minutes of First Meeting of Organizers of the Company, which meeting was held on
October 7, 1985; and
4. Attached hereto as Exhibit C is a true, correct and complete copy of the
Minutes of First Meeting of Board of Directors of the Company, which meeting was
held on May 14, 1986.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of BANKERS
TRUST COMPANY OF CALIFORNIA this 19th day of April, 1996.
[SEAL] /s/ Sandra L. West
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Assistant Secretary
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EXHIBIT A
BANKERS TRUST COMPANY OF CALIFORNIA, NATIONAL ASSOCIATION
BY-LAWS
ARTICLE I
Meetings of Shareholders
Section 1.1. Annual Meeting. The regular annual meeting of the shareholders
for the election of directors and the transaction of whatever other business may
properly come before the meeting, shall be held at the Main Office of the
Association, 400 South Hope Street, Los Angeles, California or such other places
as the Board of Directors may designate, at 11 a.m. on the third Wednesday of
March of each year. Notice of such meeting shall be mailed, postage prepaid, at
least ten days prior to the date thereof, addressed to each shareholder at his
address appearing on the books of the Association. If, for any cause, an
election of directors is not made on the said day, the Board of Directors shall
order the election to be held on some subsequent day, as soon thereafter as
practicable, according to the provisions of law; and notice thereof shall be
given in the manner herein provided for the annual meeting.
Section 1.2. Special Meetings. Except as otherwise specifically provided by
statute, special meetings of the shareholders may be called for any purpose at
any time by the Board of Directors or by any one or more shareholders owning, in
the aggregate, not less than twenty five percent (25%) of the stock of the
Association. Every such special meeting, unless otherwise provided by law, shall
be called by mailing, postage prepaid, not less than ten days prior to the date
fixed for such meeting, to each shareholder at his address appearing on the
books of the Association a notice stating the purpose of the meeting.
Section 1.3. Nominations for Director. Nominations for election to the
Board of Directors may be made by the Board of Directors or by any stockholder
of any outstanding class of capital stock of the Association entitled to vote
for the election of directors. Nominations, other than those made by or on
behalf of the existing management of the Association, shall be made in writing
and shall be delivered or mailed to the President of the Bank and to the
Comptroller of the Currency, Washington, D.C., not less than 14 days nor more
than 50 days prior to any meeting of shareholders called for the election of
directors, provided however, that if less than 21 days' notice of the meeting is
given to shareholders, such nomination shall be mailed or delivered to the
President of the Bank and to the Comptroller of the Currency not later than the
close of business on the seventh day following the day on which the notice of
meeting was mailed. Such notification shall contain the following information to
the extent known to the notifying shareholder: (a) the name and address of each
proposed nominee; (b) the principal occupation of each proposed nominee; (c)
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the total number of shares of capital stock of the Bank that will be voted for
each proposed nominee; (d) the name and residence address of the notifying
shareholder; and (e) the number of shares of capital stock of the Bank owned by
the notifying shareholder. Nominations not made in accordance herewith may, in
his/her discretion, be disregarded by the Chairperson of the meeting, and upon
his/her instructions, the vote tellers may disregard all votes cast for each
such nominee.
Section 1.4. Proxies. Shareholders may vote at any meeting of the
shareholders by proxies duly authorized in writing, but no officer or employee
of this Association shall act as proxy. Proxies shall be valid only for one
meeting, to be specified therein, and any adjournments of such meeting. Proxies
shall be dated and shall be filed with the records of the meeting.
Section 1.5. Quorum. A majority of the outstanding capital stock,
represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders, unless otherwise provided by law; and less than a quorum may
adjourn any meeting, from time to time, and the meeting may be held, as
adjourned, without further notice. A majority of the votes cast shall decide
every question or matter submitted to the shareholders at any meeting, unless
otherwise provided by law or by the Articles of Association.
ARTICLE II
Directors
Section 2.1. Board of Directors. The board of directors (hereinafter
referred to as the "Board"), shall have power to manage and administer the
business and affairs of the Association. Except as expressly limited by law, all
corporate powers of the Association shall be vested in and may be exercised by
said Board.
Section 2.2. Number. The Board shall consist of not less than five nor more
than twenty-five shareholders, the exact number within such minimum and maximum
limits to be fixed and determined from time to time by resolution of the
shareholders at any meeting thereof; provided, however, that a majority of the
full Board of Directors may not increase the number of directors to a number
which: (i) exceeds by more than two the number of directors last elected by
shareholders where such number was fifteen or less; and (ii) to a number which
exceeds by more than four the number of directors last elected by shareholders
where such number was sixteen or more, but in no event shall the number of
directors exceed twenty-five.
Section 2.3. Organization Meeting. The Secretary, upon receiving the
certificate of the judges, of the result of any election, shall notify the
directors-elect of their election and of the time at which they are required to
meet at the Main Office of the Association for the purpose of organizing the new
Board and electing and appointing officers of the Association for the succeeding
year. Such meeting shall be held on the day of the election or as soon
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thereafter as practicable, and, in any event, within thirty days thereof. If,
at any time fixed for such meeting, there shall not be a quorum present, the
directors present may adjourn the meeting, from time to time, until a quorum is
obtained.
Section 2.4. Regular Meetings. Regular Meetings of the Board of Directors
shall be held from time to time, at such time as may be designated from time to
time by the Board of Directors and communicated to all directors. Such meetings
shall be held in the Main Office of the Association, subject to the provisions
of Section 2.6 below, and at least one such meeting shall be held during any two
consecutive calendar months.
Section 2.5. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairperson or President of the Association, or at the
request of two or more directors. Each member of the Board of Directors shall be
given notice stating the time and place, by telegram, letter, or in person, of
each such special meeting.
Section 2.6. Quorum. A majority of the directors shall constitute a quorum
at any meeting, except when otherwise provided by law; but a less number may
adjourn any meeting, from time to time, and the meeting may be held, as
adjourned, without further notice. Any one or more directors may participate in
a meeting of the Board by means of a conference telephone or similar
communications equipment which allows all persons participating in the meeting
to hear each other at the same time. Participation by such means shall
constitute presence in person at such a meeting. The vote of a majority of the
directors present at the time of the vote, if a quorum is present at such time,
shall be the act of the Board except as may be otherwise provided by statute or
the By-Laws.
Section 2.7. Vacancies. When any vacancy occurs among the directors, the
remaining members of the Board, in accordance with the laws of the United
States, may appoint a director to fill such vacancy at any regular meeting of
the Board, or at a special meeting called for the purpose.
ARTICLE III
Committees of the Board
Section 3.1. Examining Committee. There shall be an Examining Committee
appointed annually by the Board which shall consist of two directors, who are
not also officers of the Association, one of whom shall be designated by the
Board as the Chairperson thereof. Such Committee shall conduct the annual
directors' examination of the Association as required by the Comptroller of the
Currency; shall review the reports of all examinations made of the Association
by public authorities and report thereon to the Board; and shall report to the
Board such other matters as it deems advisable with respect to the Association,
its various departments and the conduct of its operations.
<PAGE> 17
In the performance of its duties, the Examining Committee may employ or
retain, from time to time, expert assistants, independent of the officers or
personnel of the Association, to make such studies of the Association's assets
and liabilities as the Committee may request and to make an examination of the
accounting and auditing methods of the Association and its system of internal
protective controls to the extent considered necessary or advisable in order to
determine that the operations of the Association, including its fiduciary
department, are being audited by the Auditor in such a manner as to provide
prudent and adequate protection. The Committee also may direct the Auditor to
make such investigation as it deems necessary or advisable with respect to the
Association, its various departments and the conduct of its operations. The
Committee shall hold regular quarterly meetings and during the intervals thereof
shall meet at other times on call of the Chairperson.
Section 3.2. Investment Committee. There shall be an investment committee
composed of two directors, appointed by the board annually or more often. The
investment committee shall have the power to insure adherence to the investment
policy, to recommend amendments thereto, to purchase and sell securities, to
exercise authority regarding investment and to exercise, when the board is not
in session, all other powers of the Board regarding investment securities that
may be lawfully delegated. The investment committee shall keep minutes of its
meetings, and such minutes shall be submitted at the next regular meeting of the
Board of Directors at which a quorum is present, and any action taken by the
board with respect thereto shall be entered in the minutes of the Board.
Section 3.3. Other Committees. The Board of Directors may appoint, from
time to time, from its own members, other committees of one or more persons, for
such purposes and with such powers as the Board may determine.
ARTICLE IV
Officers and Employees
Section 4.1. Chairperson of the Board. The Board of Directors shall appoint
one of its members to be Chairperson of the Board to serve at the pleasure of
the Board. Such person shall preside at all meetings of the Board of Directors.
The Chairperson of the Board shall supervise the carrying out of the policies
adopted or approved by the Board; shall have general executive powers, as well
as the specific powers conferred by these By-Laws; shall also have and may
exercise such further powers and duties as from time to time may be conferred
upon, or assigned by the Board of Directors.
Section 4.2. President. The Board of Directors shall appoint one of its
members to be President of the Association. In the absence of the Chairperson,
the President shall preside at any meeting of the Board. The President shall
have general executive powers, and shall have and may exercise any and all other
powers and duties pertaining by law, regulation, or practice, to the Office of
the President, or imposed by these By-Laws. The President shall
<PAGE> 18
also have and may exercise such further powers and duties as from time to time
may be conferred, or assigned by the Board of Directors.
Section 4.3. Vice President. The Board of Directors shall appoint one or
more Vice Presidents. Each Vice President shall have such powers and duties as
may be assigned by the Board of Directors. One Vice President shall be
designated by the Board of Directors, in the absence of the President, to
perform all the duties of the President.
Section 4.4. Secretary. The Board of Directors shall appoint a Secretary or
other designated officer who shall be Secretary of the Board and of the
Association, and shall keep accurate minutes of all meetings. The Secretary
shall attend to the giving of all notices required by these By-Laws to be given;
shall be custodian of the corporate seal, records, documents and papers of the
Association; shall provide for the keeping of proper records of all transactions
of the Association; shall have and may exercise any and all other powers and
duties pertaining by law, regulation or practice, to the office of the
Secretary, or imposed by these By-Laws; and shall also perform such other duties
as may be assigned from time to time, by the Board of Directors.
Section 4.5. Other Officers. The Board of Directors may appoint one or more
assistant vice presidents, one or more trust officers, one or more assistant
trust officers, one or more assistant secretaries, one or more assistant
treasurers, and such other officers and attorneys-in-fact as from time to time
may appear to the Board of Directors to be required or desirable to transact the
business of the Association. Such officers shall respectively exercise such
powers and perform such duties as pertain to their several offices, or as may be
conferred upon, or assigned to, them by the Board of Directors, the Chairperson
of the Board, or the President.
Section 4.6. Tenure of Office. The President and all other officers shall
hold office for the current year for which the Board was elected, unless they
shall resign, become disqualified, or be removed; and any vacancy occurring in
the office of President shall be filled promptly by the Board of Directors.
ARTICLE V
Trust Department
Section 5.1. Trust Department. There shall be a department of the
Association known as the trust department which shall perform the fiduciary
responsibilities of the Association.
Section 5.2. Trust Officer. There shall be a trust officer of this
Association whose duties shall be to manage, supervise and direct all the
activities of the trust department. Such person shall do or cause to be done all
things necessary or proper in carrying on the business of the trust department
according to provisions of law and applicable regulations; and shall act
<PAGE> 19
pursuant to opinion of counsel where such opinion is deemed necessary. Opinions
of counsel shall be retained on file in connection with all important matters
pertaining to fiduciary activities. The trust officer shall be responsible for
all assets and documents held by the Association in connection with fiduciary
matters. The Board of Directors may appoint other officers of the trust
department as it may deem necessary, with such duties as may be assigned.
Section 5.3. Trust Investment Committee. There shall be a trust investment
committee of this Association composed of two members, who shall be capable and
experienced officers and directors of the Association. All investments of funds
held in a fiduciary capacity shall be made, retained or disposed of only with
the approval of the trust investment committee; and the committee shall keep
minutes of all its meetings, showing the disposition of all matters considered
and passed upon by it. The committee shall, promptly after the acceptance of an
account for which the bank has investment responsibilities, review the assets
thereof, to determine the advisability of retaining or disposing of such assets.
The committee shall conduct a similar review at least once during each calendar
year thereafter and within 15 months of the last review. A report of all such
reviews, together with the action taken as a result thereof, shall be noted in
the minutes of the committee.
Section 5.4. Trust Audit Committee. The Board of Directors shall appoint a
committee of two Directors, exclusive of any active officer of the Association,
which shall, at least once during each calendar year within fifteen months of
the last such audit make suitable audits of the Trust Department or cause
suitable audits to be made by auditors responsible only to the Board of
Directors, and at such time shall ascertain whether the department has been
administered in accordance with law, 12 Code of Federal Regulations, Section 9,
and sound fiduciary principles.
Section 5.5. Trust Department Files. There shall be maintained in the Trust
Department files containing all fiduciary records necessary to assure that its
fiduciary responsibilities have been properly undertaken and discharged.
Section 5.6. Trust Investments. Funds held in a fiduciary capacity shall be
invested in accordance with the instrument establishing the fiduciary
relationship and appropriate local law. Where such instrument does not specify
the character and class of investments to be made and does not vest in the bank
a discretion in the matter, funds held pursuant to such instrument shall be
invested in investments in which corporate fiduciaries may invest under
appropriate local law.
<PAGE> 20
ARTICLE VI
Stock and Stock Certificate
Section 6.1. Transfers. Shares of stock shall be transferable on the books
of the Association, and a transfer book shall be kept in which all transfers of
stock shall be recorded. Every person becoming a shareholder by such transfer
shall, in proportion to his shares, succeed to all rights of the prior holder of
such shares.
Section 6.2. Stock Certificates. Certificates of stock shall bear the
signature of the President (which may be engraved, printed or impressed), and
shall be signed manually or by facsimile process by the Secretary, Assistant
Secretary, Cashier, Assistant Cashier, or any other officer appointed by the
Board of Directors for that purpose, to be known as an Authorized Officer, and
the seal of the Association shall be engraved thereon. Each certificate shall
recite on its face that the stock represented thereby is transferable only upon
the books of the Association properly endorsed.
ARTICLE VII
Corporate Seal
The President, the Cashier, the Secretary or any Assistant Cashier or
Assistant Secretary, or other officer thereunto designated by the Board of
Directors, shall have authority to affix the corporate seal to any document
requiring such seal, and to attest the same. Such seal shall be substantially
in the following form:
( Impression )
( of )
( Seal )
ARTICLE VIII
Miscellaneous
Section 8.1. Fiscal Year. The Fiscal Year of the Association shall be the
calendar year.
Section 8.2. Execution of Instruments. All agreements, indentures,
mortgages, deeds, conveyances, transfers, certificates, declarations, receipts,
discharges, releases, satisfactions, settlements, petitions, schedules,
accounts, affidavits, bonds, undertakings, proxies and other instruments or
documents may be signed, executed, acknowledged, verified, delivered or accepted
in behalf of the Association by the Chairperson of the Board, or the President,
or any
<PAGE> 21
Vice President, or the Secretary, or the Cashier, or, if in connection with
exercise of fiduciary powers of the Association, by any of said officers or by
any Trust Officer. Any such instruments may also be executed, acknowledged,
verified, delivered or accepted in behalf of the Association in such other
manner and by such other officers as the Board of Directors may from time to
time direct. The provisions of this Section 8.2. are supplementary to any other
provision of these By-Laws.
Section 8.3. Records. The Articles of Association, the By-Laws and the
proceedings of all meetings of the shareholders, the Board of Directors, and
standing committees of the Board, shall be recorded in appropriate minute books
provided for the purpose. The minutes of each meeting shall be signed by the
Secretary, or other officer appointed to act as Secretary of the meeting.
ARTICLE IX
By-Laws
Section 9.1. Inspection. A copy of the By-Laws, with all amendments
thereto, shall at all times be kept in a convenient place at the Main Office of
the Association, and shall be open for inspection to all shareholders, during
banking hours.
Section 9.2. Amendments. The By-Laws may be amended, altered or repealed,
at any regular meeting of the Board of Directors, by a vote of a majority of the
total number of the Directors.
<PAGE> 22
EXHIBIT B
Minutes of Meeting of Organizers
of
BT Trust Company of California,
National Association
The meeting of the Organizers of BT Trust Company of California, a National
Banking Association, duly created and existing under and by virtue of the laws
of the United States, was held at 12:00 noon, in the City of New York, State of
New York, 7th day of October, 1985, pursuant to call and waiver of notice by all
the organizers.
Upon motion duly made, seconded, and carried, Peter E. Lengyel was chosen
as Chairperson of the meeting and Allan C. Martin was chosen as Secretary of the
meeting.
The roll of the organizers was called and the following organizers
representing a majority of the organizers, were present in person:
Names
Peter E. Lengyel
John L. Murphy
Allan C. Martin
Rein Lumi
Gerard P. Hourihan
The following organizer was not in attendance:
H. Kent Atkins
The Chairperson presented the Articles of Association and Organization
Certificate of BT Trust Company of California, National Association to the
meeting, copies of which are made a part of these minutes. On motion duly made,
seconded and carried, the following resolution was duly adopted:
RESOLVED, that the Articles of Association and Organization
Certificate of this Association be and the same are hereby approved.
<PAGE> 23
The Chairperson of the meeting announced that the Articles of Assocation
provide that the number of directors shall be fixed by resolution at the first
meeting of shareholders but that such number may not be less than five nor more
than twenty-five.
On motion made, seconded and carried, the following resolution was
duly adopted: RESOLVED, that the number of interim directors until the
first meeting of shareholders of the Association be fixed at six (6).
The Chairperson thereupon called for the nomination of interim directors.
The following persons were nominated for the office of interim director of the
Assocation to serve until the first meeting of shareholders and until their
respective successors shall have been duly elected and qualified:
Names
John L. Murphy
Allan C. Martin
Ronald P. Badie
Frederick J. Burmeister
James H. Greene, Jr.
Christopher M. Levy
No further nominations having been made, the nominations were closed and
the organizers proceeded to vote on the nominees. The vote having been taken and
counted, the nominees were found to have been duly elected interim directors of
the Association to serve until the first meeting of shareholders and until their
respective successors are duly elected and shall have qualified.
There being no further business to come before the meeting, the same was on
motion duly made and seconded, adjourned.
/s/ Peter E. Lengyel
------------------------------
Chairperson of the Meeting
/s/ Allan C. Martin
-----------------------------
Secretary of the Meeting
<PAGE> 24
EXHIBIT C
Minutes of First Meeting of
Board of Directors of
BT Trust Company of California, National Association
The first meeting of the board of directors of BT Trust Company of
California, National Association, a national banking association, was held at
the office of the association at 400 South Hope Street, Los Angeles, California,
on the 14th day of May, 1986, pursuant to written waiver of notice signed by all
of the directors of the association, a copy of which is attached.
Present: Allan C. Martin, John L. Murphy, Ronald P. Badie, Frederick J.
Burmeister and Christopher M. Levy, constituting a majority of the board of
directors, and David Abramson of Bankers Trust Company.
Mr. Burmeister was chosen temporary chairperson of the meeting and Mr.
Abramson was appointed temporary secretary of the meeting and kept the minutes.
The temporary secretary presented to the meeting a waiver of notice of
meeting signed by all the directors of the association.
The temporary chairperson announced that the first order of business was
the election of officers. Nominations having been made, the following persons
were elected as officers of the association to serve at the pleasure of the
board of directors:
Chairperson of the Board - Allan C. Martin
President - Allan C. Martin
Vice President - Ronald P. Badie
Secretary - John L. Murphy
Cashier (Treasurer) - John L. Murphy
The temporary chairperson announced the bylaws to be in order and thereupon
the temporary secretary presented a copy of the bylaws as previously adopted by
the interim board and moved that it be ratified, which motion was duly seconded
and carried.
The temporary chairperson stated that officers of Bankers Trust Company at
280 Park Avenue, New York, New York, had been consulted relative to using the
bank as the depository of the funds of the association. Discussion followed and
it was agreed that Bankers Trust Company of New York, New York be named as the
association's depository and that Laura A. Ahto, Paul F. Grimm, Allan C. Martin,
John L. Murphy, William E. Smith, Ronald P. Badie, Christopher M. Levy,
Frederick J. Burmeister, Thomas V. Bressan and David Abramson be authorized to
sign checks, drafts, and other similar instruments. It was further
<PAGE> 25
provided that any two of the signatures of such persons would be necessary to
validate a check, draft or similar instrument.
The temporary secretary presented a form of resolution requested by Bankers
Trust Company to authorize the account, and the resolution was unanimously
adopted. The form of the resolution is set forth in Exhibit A, attached hereto.
The temporary secretary presented a form of resolution requested by the
Federal Reserve Bank of San Francisco in connection with the required purchase
of shares in the Federal Reserve Bank by member banks. The form of resolution,
set forth in Exhibit B, attached hereto, was unanimously adopted.
The temporary secretary presented a form of Safekeeping Agreement to be
entered with the Treasurer of the State of California and Bankers Trust Company,
providing for pledge of the Association's assets for the faithful performance of
its duties, and reported that the sum of $200,000 would be required to be held
pursuant thereto. The Agreement, as set forth in Exhibit C, attached hereto, was
approved unanimously by the Board. The Board also unanimously approved the
pledge of $200,000 thereunder.
The temporary secretary presented various policy memoranda, copies of which
are set forth in Exhbit D, attached hereto, for review by the Board. The policy
memoranda were unanimously approved by the Board.
The temporary chairperson announced that the next order of business was the
appointment of standing committees pursuant to section three of the bylaws.
Motion having been made, seconded and carried, the following persons were
appointed as the investment committee and the trust investment committee to
carry out the functions described in section three of the bylaws:
Allan C. Martin
John L. Murphy
Motion having been made, seconded and carried, the following persons were
appointed as the examining committee and the trust audit committee to carry out
the functions described in section three of the bylaws:
Ronald P. Badier Chairman
Frederick J. Burmeister
There being no further business to come before the meeting the same was, by
motion duly made and seconded, adjourned.
/s/ JOHN L. MURPHY
----------------------------
Secretary
<PAGE> 26
Exhibit 6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939 in connection with the proposed issue by Aames Capital Owner Trust
1997-1, we hereby consent that reports of examination by Federal, State,
Territorial or District authorities may be furnished by such authorities to the
Securities and Exchange Commission upon request therefor.
Bankers Trust Company of California, N.A.
By: /s/ Judy L. Gomez
---------------------------------
Assistant Vice President
Dated: March 18, 1997
<PAGE> 27
Exhibit 7
Filed under Cover of Form SE pursuant to a Continuing Hardship Exemption.
