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 (FEE REQUIRED)
For the fiscal year ended June 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from __________ to _____________
Commission file numbers 33-84816 and 33-99458
AAMES CAPITAL CORPORATION
- ------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
California 95-4438859
- ----------------------- ---------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3731 Wilshire Boulevard, 10th floor
Los Angeles, California 90010
- ----------------------------------- ------
(Address of principal executive offices) (ZIP Code)
(213) 351-6100
-----------------
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
Title of each class which registered
- ------------------------- -------------------------------
None Not Applicable
- ----------------------- ------------------------------
Securities registered pursuant to Section 12(g) of the Act:
None
- -----------------------------------------------------------------------------
(Title of Class)
Registrant is filing this Annual Report on Form 10-K in a reduced
disclosure format pursuant to a No-Action Letter issued to Aames
Capital Corporation, dated May 5, 1994.
<PAGE>
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 ninety 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>
AAMES CAPITAL CORPORATION
TABLE OF CONTENTS
Page
PART I
Item 1. Business
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Submission of Matters
to a Vote of Security Holders
PART II
Item 5. Market for Registrant's
Common Equity and Related Stockholder Matters
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis of
Financial Condition and
Results of Operations
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure
PART III
Item 10. Directors and Executive Officers of the Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners
and Management
Item 13. Certain Relationships and Related Transactions
PART IV
Item 14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K
EXHIBIT INDEX
<PAGE>
PART I
Item 1. Business.
Not applicable.*<FN1>
Item 2. Properties.
Not applicable.
Item 3. Legal Proceedings.
There are no material pending legal proceedings concerning
the Trusts, 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 Certificateholders and
no Certificateholder 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 Mortgage Pass-Through Certificates, Series 1995-C,
1995-D, 1996-A and 1996-B.
As of June 30, 1996, there was one (1) holder of record of
each of Registrant's publicly registered Mortgage Pass-Through
Certificates, Series 1995-C, 1995-D, 1996-A and 1996-B as the
certificates are issued in book-entry form.
None of the Trusts pays dividends. Information as to
distributions to Certificateholders is provided in Registrant's
monthly Form 8-K filings.
_______________________
<FN1> * Registrant is exempted from providing certain information
called for by this and other Items pursuant to a No-Action Letter
issued to Aames Capital Corporation, dated May 5, 1994. Such
exempted items have been designated herein as "Not applicable."
Item 6. Selected Financial Data.
Not applicable.
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.
There was no change of any independent accounting firm
previously engaged with respect to any Trust during the
Registrant's two most recent fiscal years.
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 Articles of Incorporation (incorporated
herein by reference to Exhibit 3.1 to Registrant's Registration
Statement on Form S-11 filed on October 21, 1993)
3.2. Registrant's By-laws (incorporated herein by reference
to Exhibit 3.2 to Registrant's Registration Statement on
Form S-11 filed on October 21, 1993)
4.1 Pooling and Servicing Agreement with respect to
Registrant's Mortgage Pass- Through Certificates, Series 1995-C,
dated September 1, 1995 (incorporated by reference to Exhibit 4.1
to Registrant's Current Report on Form 8-K filed on
October 27, 1995)
4.2 Pooling and Servicing Agreement with respect to
Registrant's Mortgage Pass-Through Certificates, Series 1995-D,
dated December 1, 1995 (incorporated by reference to Exhibit 4.1 to
Registrant's Current Report on Form 8-K filed on January 24, 1996)
4.3 Pooling and Servicing Agreement with respect to Registrant's Mortgage
Pass-Through Certificates, Series 1996-A, dated March 1, 1996
(incorporated by reference to Exhibit 4.1 to Registrant's Current
Report on Form 8-K filed on April 29, 1996)
4.4 Pooling and Servicing Agreement with respect to
Registrant's Mortgage Pass-Through Certificates, Series 1996-B,
dated June 1, 1996 (incorporated by reference to Exhibit 4.1 to
Registrant's Current Report on Form 8-K filed on July 26, 1996)
4.5 Certificate Insurance Policy with respect to Registrant's
Mortgage Pass-Through Certificates, Series 1995-C, dated
September 15, 1995 (incorporated by reference to Exhibit 4.2 to
Registrant's Current Report on Form 8-K filed on October 27, 1995)
4.6 Certificate Insurance Policy with respect to Registrant's
Mortgage Pass-Through Certificates, Series 1995-D, dated
December 12, 1995 (incorporated by reference to Exhibit 4.2 to
Registrant's Current Report on Form 8-K filed on January 24, 1996)
4.7 Certificate Insurance Policy with respect to
Registrant's Mortgage Pass-Through Certificates, Series 1996-A,
dated March 19, 1996 (incorporated by reference to Exhibit 4.2 to
Registrant's Current Report on Form 8-K filed on April 29, 1996)
<PAGE>
4.8 Certificate Insurance Policy with respect to
Registrant's Mortgage Pass-Through Certificates, Series
1996-B dated June 27, 1996 (incorporated by reference
to Exhibit 4.2 to Registrant's Current Report on Form 8-
K filed on July 26, 1996)
28.1 Annual Statement of Compliance, dated September 26,
1996, for Registrant's Mortgage Pass-Through
Certificates, Series 1995-C, 1995-D, 1996-A and 1996-B
28.2 Report of Price Waterhouse LLP, dated August 12, 1996,
on Compliance with the Uniform Single Attestation
Program for Mortgage Bankers
28.3 Report Aggregating Certain Monthly Information to
Certificateholders with respect to Registrant's Mortgage
Pass-Through Certificates, Series 1995-C, 1995-D, 1996-A
and 1996-B.
(b) Reports on Form 8-K.
During the last quarter of the fiscal year ended June 30,
1996, the Registrant filed the following reports on Form 8-K:
1.Current Report on Form 8-K dated April 23, 1996
attaching monthly Statement to Certificateholders for
Registrant's Mortgage Pass-Through Certificates, Series
1996-A.
2.Current Report on Form 8-K dated May 15, 1996
attaching monthly Statements to Certificateholders for
Registrant's Mortgage Pass-Through Certificates, Series
1996-A.
3.Current Report on Form 8-K dated June 17, 1996
attaching the monthly Statement to Certificateholders
for Registrant's Mortgage Pass-Through Certificates,
Series, 1996-A.
(c) Exhibits required by Item 601 of Regulation S-K.
Described in subparagraph (a).
(d) Financial Statements.
Not applicable.
<PAGE>
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 CORPORATION
By: /s/ Gregory J. Witherspoon
------------------------------------
Gregory J. Witherspoon, Executive Vice President - Finance
and Chief Financial Officer
<PAGE>
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
<PAGE>
EXHIBIT INDEX
Sequential
Exhibit Document Page
Number
3.1 Registrant's Articles of Incorporation
(incorporated herein by reference to Exhibit 3.1
to Registrant's Registration Statement on Form S-11
3.2 Registrant's By-laws (incorporated herein by
reference to Exhibit 3.2 to Registrant's
Registration Statement on Form S-11 filed on
filed on October 21, 1993)
4.1 Pooling and Servicing Agreement with respect to
Registrant's Mortgage Pass-Through Certificates,
Series 1995-C, dated September 1, 1995
(incorporated by reference to Exhibit 4.1 to
Registrant's Current Report on Form 8-K filed on
filed on October 27, 1993)
4.2 Pooling and Servicing Agreement with respect to
Registrant's Mortgage Pass-Through Certificates,
Series 1995-D, dated December 1, 1995
(incorporated by reference to Exhibit 4.1 to
Registrant's Current Report on Form 8-K filed on
January 24, 1996)
4.3 Pooling and Servicing Agreement with respect to
Registrant's Mortgage Pass-Through Certificates,
Series 1996-A, dated March 1, 1996 (incorporated
by reference to Exhibit 4.1 to Registrant's
Current Report on Form 8-K filed on April 29, 1996)
4.4 Pooling and Servicing Agreement with respect to
Registrant's Mortgage Pass-Through Certificates,
Series 1996-B, dated June 1, 1996 (incorporated
by reference to Exhibit 4.1 to Registrant's
Current Report on Form 8-K filed on July 26, 1996)
4.5 Certificate Insurance Policy with respect to
Registrant's Mortgage Pass-Through Certificates, Series 1995-C,
dated September 15, 1995 (incorporated by reference to
Exhibit 4.2 to Registrant's Current Report on Form 8-K filed on
October 27, 1995)
<PAGE>
4.6 Certificate Insurance Policy with respect to
Registrant's Mortgage Pass-Through Certificates,
Series 1995-D, dated December 12, 1995 (incorporated by
reference to Exhibit 4.2 to Registrant's Current Report on
Form 8-K filed on January 24, 1996)
4.7 Certificate Insurance Policy with respect to Registrant's
Mortgage Pass-Through Certificates, Series 1996-A, dated
March 19, 1996 (incorporated by reference to Exhibit 4.2
to Registrant's Current Report on Form 8-K filed on
April 29, 1996)
4.8 Certificate Insurance Policy with respect to
Registrant's Mortgage Pass-Through Certificates, Series 1996-B,
dated June 27, 1996 (incorporated by reference to Exhibit 4.2
to Registrant's Current Report on Form 8-K filed on
July 26, 1996)
28.1 Annual Statement of Compliance dated September 26, 1996
for Registrant's Mortgage Pass-Through Certificates,
Series 1995-C, 1995-D, 1996-A and 1995-B
28.2 Report of Price Waterhouse LLP, dated August 12, 1996,
on Compliance with the Uniform Single Attestation Program
for Mortgage Bankers
28.3 Report Aggregating Certain Monthly Information to
Certificateholders with respect to Registrant's Mortgage
Pass-Through Certificates, SeriesSeries 1995-C, Series 1995-D,
Series 1996-A and Series 1996-B
EXHIBIT 28.1
ANNUAL STATEMENT AS TO COMPLIANCE
The undersigned, Gregory J. Witherspoon, Executive Vice
President - Finance and Chief Financial Officer of Aames Capital
Corporation (the "Servicer"), in its capacity as Servicer under
the following:
Pooling and Servicing Agreement with respect to Registrant's
Mortgage Pass-Through Certificates, Series 1995-C, dated
September 1, 1995
Pooling and Servicing Agreement with respect to Registrant's
Mortgage Pass-Through Certificates, Series 1995-D, dated
December 1, 1995
Pooling and Servicing Agreement with respect to Registrant's
Mortgage Pass-Through Certificates, Series 1996-A, dated
March 1, 1996
Pooling and Servicing Agreement with respect to Registrant's
Mortgage Pass-Through Certificates, Series 1996-B, dated
June 1, 1996.
(collectively, the "Pooling and Servicing Agreements"), does
hereby certify pursuant to Section 3.10 of the Pooling and
Servicing Agreements that as of the date given below:
(a) a review of the activities of the Servicer
for the fiscal year ended June 30, 1996 and of its
performance under the Pooling and Servicing Agreements
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 Pooling and Servicing Agreements
throughout such year.
IN WITNESS WHEREOF, I have hereunto signed my name as of
this 27th day of September, 1996.
/s/Gregory J. Witherspoon
--------------------------------------
Gregory J. Witherspoon
Executive Vice President - Finance
and Chief Financial Officer
Report of Independent Accountants on Compliance with the
Uniform Single Attestation Program for Mortgage Bankers
August 12, 1996
To the Board of Directors
and Stockholders of
Aames Financial Corporation
We have examined management's assertion about Aames Financial Corporation and
its subsidiaries' (the Company) 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, 1996 included in the accompanying management assertion. Management is
responsible for the Company's compliance with those minimum servicing standards.
Our responsibility is to express an opinion of management's assertion about the
Company's compliance based on our examination.
Except as described below, 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 the Company'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 the Company's compliance with the
minimum servicing standards.
The Company has subservicing agreements with Wendover Funding, Inc. (Wendover)
and, effective May 20, 1996 with Advanta Mortgage Corp. USA, (Advanta) whereby
each of Wendover and Advanta are responsible for the servicing of loans
designated by the Company pursuant to the respective agreements. We were not
able to perform the procedures required under the USAP for any subserviced loans
and, accordingly, our opinion expressed herein relates only to loans serviced
by the Company and does not extend to any loans subserviced under subservicing
agreements. The outstanding principal amount of loans subserviced at June 30,
1996 was $337 million.
In our opinion, except for the effect of matters we may have discovered had
we been able to examine those loans subserviced as described above,
management's assertion that the Company complied with the aforementioned
minimum servicing standards as of and for the year ended June 30, 1996 is
fairly stated, in all material respects.
/s/ Price Waterhouse LLP
- ------------------------------
Price Waterhouse LLP
<PAGE>
August 12, 1996
Price Waterhouse LLP
400 South Hope Street
Los Angeles, CA 90071-2889
Dear Sirs:
We confirm, to the best of our knowledge and belief, the
following representations made to you during your performance
of certain agreed-upon procedures, solely to assist us and the
users as specified in the applicable servicing agreements in
evaluating our assertion that Aames Financial Corporation and
subsidiaries (the Company) complied with the minimum servicing
standards 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, 1996.
1. We acknowledge management's responsibility to comply with
the minimum servicing standards in the USAP.
2. We acknowledge management's responsibility for
establishing and maintaining an effective control system
over compliance with the minimum servicing standards.
3. We have evaluated the Company's compliance with the
minimum servicing standards.
4. We believe that the Company's complied with the minimum
servicing standards of the USAP as of and for the year
ended June 30, 1996.
5. We are not aware of any noncompliance with the minimum
servicing standards.
6. We have made available to you all documentation related
to compliance with the minimum servicing standards.
7. We have received no communications from regulatory
agencies or other practitioners concerning possible
noncompliance with the minimum servicing standards,
including communications received between June 30, 1996
and August 12, 19965.
August 12, 1996
Price Waterhouse LLP
Page 2
8. We know of no noncompliance occurring subsequent to the
year ended June 30, 1996.
Yours truly,
/s/Gary K. Judis /s/Gregory J. Witherspoon
- ------------------------ ---------------------------
Gary K. Judis Gregory J. Witherspoon
President, and Executive Vice President,
and Chief Executive Officer Chief Financial Officer
/s/ Bobbie Burroughs /s/Mark E. Elbaum
________________________ ___________________________
Bobbie Burroughs Mark E. Elbaum
Executive Vice President Senior Vice President --Finance
Corporate Secretary
/s/John F.P. Lamb /s/Cary H. Thompson
- ------------------------- -----------------------------
John F. P. Lamb Associate Cary H. Thompson
Associate General Counsel Chief Operating Officer
/s/ Allan B. Polin
- -------------------------
Allan B. Polin
Executive Vice President
Aames Capital Corporation
9/27/96
Report Aggregating Certain Monthly Information to Certificateholders dated
September 27,1996 with respect to Registrant's Mortgage Pass-Through
Certificates , Series 1995-C , Series 1995-D , Series 1996-A and
Series 1996-B for the fiscal year ended June 30 ,1996.
Monthly Reporting aggregated for fiscal year.
II A (i) the amount of such distribution allocable to principal:
<TABLE>
<CAPTION>
Amount allocable
Pool Series to principal
<S> <C> <C>
1995-C $9,709,423.45 Group 1-Fixed Rate
$13,193,030.90 Group 2-Adjustable Rate
1995-D $10,789,714.21 Group 1-Fixed Rate
$8,529,247.47 Group 2-Adjustable Rate
1996-A $4,611,304.89 Group 1-Fixed Rate
$5,512,922.36 Group 2-Adjustable Rate
1996-B $1,194,655.42 Group 1-Fixed Rate
$2,194,494.85 Group 2-Adjustable Rate
</TABLE>
II A (ii) the amount of such distribution allocable to interest:
<TABLE>
<CAPTION>
Amount allocable
Pool Series to interest
<S> <C> <C>
1995-C $2,538,236.16 Group 1-Fixed Rate
$3,405,091.50 Group 2-Adjustable Rate
1995-D $3,221,447.64 Group 1-Fixed Rate
$2,517,834.07 Group 2-Adjustable Rate
1996-A $2,213,542.09 Group 1-Fixed Rate
$1,843,055.62 Group 2-Adjustable Rate
1996-B $575,193.30 Group 1-Fixed Rate
$524,700.00 Group 2-Adjustable Rate
</TABLE>
<PAGE>
II A (iii) the amount of such distribution allocable to any excess interest or
excess cash distribution in connection with any overcollaterazation feature:
<TABLE>
<CAPTION>
Initial 6/30/96
Pool Series Overcollaterazation Increases Balance
<S> <C> <C> <C>
1995-C $779,909.28 $4,125,365.07 $4,905,274.35
1995-D $3,116,185.46 $3,275,763.81 $6,391,949.27
1996-A $3,309,683.46 $1,535,242.18 $4,844,925.64
1996-B $3,671,692.97 $3,671,692.97
</TABLE>
II A (v) total amount of any insured payment included in the amount distributed
is:
<TABLE>
<CAPTION>
Pool Series Amount
<S> <C>
1995-C $0.00
1995-D $0.00
1996-A $0.00
1996-B $0.00
</TABLE>
II A (xii) 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 6-30-96)
<TABLE>
<CAPTION>
Pool Series Amount
<S> <C>
1995-C $0.00
1995-D $0.00
1996-A $0.00
1996-B $0.00
</TABLE>
<PAGE>
II A (xiii) the amount of unreimbursed monthly advance and /or servicing
advances.
<TABLE>
<CAPTION>
Pool Series Amount
<S> <C>
1995-C $451,104.12
1995-D $586,504.54
1996-A $659,915.81
1996-B $853,890.77
</TABLE>
As of the end of the fiscal year.
- --------------------------------------
II A (iv) The aggregate amount (a) otherwise allocable to the subordinated
Certificate Holders on such distribution date, and (b) withdrawn from reserve
account , if any, that is included in the amounts distributed with respect to
senior certificate.
Not applicable.
II A (vi) the aggregate outstanding principal balance of the Mortgage Loans in
the related pool or Mortgage Loan Group and Pool Factor or the Group Factor
(as defined in he prospectus supplement related to such series of certificates),
as applicable, of the mortgage loans for the following distribution date:
<TABLE>
<CAPTION>
Principal Pool Group
Pool Series Balance Factor
<S> <C> <C> <C>
1995-C $40,998,281.40 Group 1-Fixed Rate 0.83866996
$61,005,197.40 Group 2-Adjustable Rate 0.85106546
1995-D $81,852,235.06 Group 1-Fixed Rate 0.90946924
$70,220,752.53 Group 2-Adjustable Rate 0.91661488
1996-A $96,825,839.93 Group 1-Fixed Rate 0.96825809
$97,894,858.46 Group 2-Adjustable Rate 0.96505221
1996-B $98,817,710.06 Group 1-Fixed Rate 1.199618
$159,640,124.02 Group 2-Adjustable Rate 1.133942
</TABLE>
<PAGE>
II A (vii) 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
Pool Series 1995-C Days Days 90 + Days
- --------------------- --------------------------------------------------------------------------------------
<S> <C> <C> <C>
(Group 1 -Fixed Rate)
Principal Balance $2,059,840.26 $481,109.00 $583,687.69
Number of loans 40 11 13
(Group 2 -Adjustable Rate)
Principal Balance $4,883,001.46 $2,214,284.46 $2,899,098.58
Number of loans 53 20 21
</TABLE>
<TABLE>
<CAPTION>
30 to 59 60 to 89
Pool Series 1995-D Days Days 90 + Days
___________________ _____________________________________________________________________________________
<S> <C> <C> <C>
(Group 1 -Fixed Rate)
Principal Balance $2,629,567.34 $1,481,217.36 $1,299,149.90
Number of loans 57 23 23
(Group 2 -Adjustable Rate)
Principal Balance $4,338,700.43 $2,354,926.88 $3,427,815.45
Number of loans 46 23 32
</TABLE>
<TABLE>
<CAPTION>
30 to 59 60 to 89
Pool Series 1996-A Days Days 90 + Days
- --------------------- -----------------------------------------------------------------------------------
<S> <C> <C> <C>
(Group 1 -Fixed Rate)
Principal Balance $4,958,503.57 $2,961,757.09 $1,138,293.99
Number of loans 83 41 19
(Group 2 -Adjustable Rate)
Principal Balance $6,748,571.79 $2,921,988.31 $2,498,404.70
Number of loans 69 28 27
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
30 to 59 60 to 89
Pool Series 1996-B Days Days 90 + Days
- ---------------------- ---------------------------------------------------------------------------------
<S> <C> <C> <C>
(Group 1 -Fixed Rate)
Principal Balance $3,533,587.14 $754,282.90 $825,759.91
Number of loans 73 18 12
(Group 2 -Adjustable Rate)
Principal Balance $13,612,025.50 $3,048,479.24 $1,320,866.95
Number of loans 155 38 14
</TABLE>
II a (viii) 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>
Loans in
Pool Series 1995-C Foreclosure
- ---------------- ------------------
<S> <C>
(Group 1 -Fixed Rate)
Principal Balance $3,891,714.05
Number of loans 52
(Group 2 -Adjustable Rate)
Principal Balance $9,158,091.97
Number of loans 87
</TABLE>
<TABLE>
<CAPTION>
Loans in
Pool Series 1995-D Foreclosure
- ------------------- -------------------
<S> <C>
(Group 1 -Fixed Rate)
Principal Balance $3,520,861.92
Number of loans 54
(Group 2 -Adjustable Rate)
Principal Balance $6,410,411.90
Number of loans 63
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Loans in
Pool Series 1996-A Foreclosure
- --------------------- ----------------------
<S> <C>
(Group 1 -Fixed Rate)
Principal Balance $2,265,318.38
Number of loans 31
(Group 2 -Adjustable Rate)
Principal Balance $3,344,600.94
Number of loans 33
</TABLE>
<TABLE>
<CAPTION>
Loans in
Pool Series 1996-B Foreclosure
- ---------------------- --------------------
<S> <C>
(Group 1 -Fixed Rate)
Principal Balance $0.00
Number of loans 0
(Group 2 -Adjustable Rate)
Principal Balance $0.00
Number of loans 0
</TABLE>
II A (xvii) the certificate principal balance of each class of certificates:
<TABLE>
<CAPTION>
Certificate
Principal
Pool Series Balance
- ------------- ---------------
<S> <C> <C>
1995-C $39,290,576.55 Group 1-Fixed Rate
$57,807,627.90 Group 2-Adjustable Rate
1995-D $79,210,285.79 Group 1-Fixed Rate
$66,470,752.53 Group 2-Adjustable Rate
1996-A $95,388,695.11 Group 1-Fixed Rate
$94,487,077.64 Group 2-Adjustable Rate
1996-B $98,840,344.58 Group 1-Fixed Rate
$177,805,505.15 Group 2-Adjustable Rate
</TABLE>
