<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1998
-------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to _____________
Commission file numbers 333-21219
AAMES CAPITAL 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.)
350 South Grand Avenue
Los Angeles, California 90071
- ----------------------- -----
(Address of principal executive offices) (ZIP Code)
(213) 210-5000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
------------------- ----------------
None Not Applicable
---- --------------
Securities registered pursuant to Section 12(g) of the Act:
None
----
(Title of Class)
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.
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
State the aggregate market value of the voting stock held by non-affiliates
of the Registrant.
Not applicable.
Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of the last practicable date.
Not applicable.
DOCUMENTS INCORPORATED BY REFERENCE
No annual report to securityholders, proxy or information statement or
prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933
is incorporated herein by reference.
<PAGE> 2
PART I
ITEM 1. BUSINESS.
Not applicable.*
ITEM 2. PROPERTIES.
Not applicable.
ITEM 3. LEGAL PROCEEDINGS.
There are no material pending legal proceedings concerning Aames Mortgage
Trust 1997-C, Aames Mortgage Trust 1997-D or Aames Mortgage Trust 1998-A
(collectively, the "Trusts"), Bankers Trust Company of California, N.A., as
Trustee under the Trusts, Aames Capital Corporation, as 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 Agreements.
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 1997-C, 1997-D and 1998-A.
As of June 30, 1998, there was one (1) holder of record of each of
Registrant's publicly registered Mortgage Pass-Through Certificates, Series
1997-C, 1997-D and 1998-A 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.
ITEM 6. SELECTED FINANCIAL DATA.
Not Applicable.
- ----------
* 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."
2
<PAGE> 3
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Not applicable.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
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
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 October 21, 1993)
4.1 Pooling and Servicing Agreement with respect to Registrant's Mortgage
Pass-Through Certificates, Series 1997-C, dated September 1, 1997
(incorporated by
3
<PAGE> 4
reference to Exhibit 4.1 to Registrant's Current Report on Form 8-K filed
October 10, 1997)
4.2 Pooling and Servicing Agreement with respect to Registrant's Mortgage
Pass-Through Certificates, Series 1997-D, dated December 1, 1997
(incorporated by reference to Exhibit 4.1 to Registrant's Current Report on
Form 8-K filed January 28, 1998)
4.3 Pooling and Servicing Agreement with respect to Registrant's Mortgage
Pass-Through Certificates, Series 1998-A, dated March 1, 1998 (incorporated
by reference to Exhibit 4.1 to Registrant's Current Report on Form 8-K/A
filed April 30, 1998)
4.4 Financial Guaranty Insurance Policy issued by Financial Security Assurance
Inc., with respect to Registrant's Mortgage Pass-Through Certificates,
Series 1997-D, dated December 19, 1997 (incorporated by reference to
Exhibit 4.2 to Registrant's Current Report on Form 8-K filed January 28,
1998)
4.5 Financial Guaranty Insurance Policy issued by Financial Security Assurance
Inc., with respect to Registrant's Mortgage Pass-Through Certificates,
Series 1998-A, dated March 30, 1998 (incorporated by reference to Exhibit
4.2 to Registrant's Current Report on Form 8-K/A filed April 30, 1998)
10.1 Subsequent Transfer Agreement, dated as of December 19, 1997, between Aames
Capital Corporation and Bankers Trust Company of California, N.A.
(incorporated by reference to Exhibit 10.1 of Registrant's Current Report
on Form 8-K filed January 28, 1998)
10.2 Subsequent Transfer Agreement, dated as of March 30, 1998, between Aames
Capital Corporation and Bankers Trust Company of California, N.A.
(incorporated by reference to Exhibit 10.1 of Registrant's Current Report
on Form 8-K/A filed April 30, 1998)
99.1 Annual Statements of Compliance, dated September 1, 1998, for Registrant's
Mortgage Pass-Through Certificates, Series 1997-C, 1997-D and 1998-A
99.2 Report of PRICEWATERHOUSECOOPERS LLP, dated August 6, 1998, on Compliance
with the Uniform Single Attestation Program for Mortgage Bankers
99.3 Report Aggregating Certain Monthly Information to Certificateholders with
respect to Registrant's Mortgage Pass-Through Certificates, Series 1997-C,
1997-D and 1998-A
(b) Reports on Form 8-K.
During the last quarter of the fiscal year ended June 30, 1998, the
Registrant filed the following reports on Form 8-K:
4
<PAGE> 5
1. Current Report on Form 8-K dated April 27, 1998 attaching monthly
Statements to Certificateholders for Registrant's Mortgage
Pass-Through Certificates, Series 1997-C, 1997-D and 1998-A.
2. Current Report on Form 8-K/A dated April 29, 1998 attaching final
information with respect to Aames Mortgage Trust 1998-A.
3. Current Report on Form 8-K dated May 27, 1998 attaching monthly
Statements to Certificateholders for Registrant's Mortgage
Pass-Through Certificates, Series 1997-C, 1997-D and 1998-A.
4. Current Report on Form 8-K dated June 23, 1998 attaching monthly
Statements to Certificateholders for Registrant's Mortgage
Pass-Through Certificates, Series, 1997-C, 1997-D and 1998-A.
(c) Exhibits required by Item 601 of Regulation S-K.
Described in subparagraph (a).
(d) Financial Statements.
Not applicable.
5
<PAGE> 6
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Aames Capital Corporation has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
AAMES CAPITAL CORPORATION
Dated: September 28, 1998 By: /s/ CARY H. THOMPSON
------------------------------------
Cary H. Thompson
Chief Executive Officer
6
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SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS
FILED PURSUANT TO SECTION 15(d) BY REGISTRANTS
WHICH HAVE NOT REGISTERED SECURITIES
PURSUANT TO SECTION 12 OF THE ACT
No annual or proxy material has been
sent to Certificateholders
7
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DOCUMENT
- ------- --------
<S> <C>
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 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 October 21,
1993)
4.1 Pooling and Servicing Agreement with respect to Registrant's Mortgage
Pass-Through Certificates, Series 1997-C, dated September 1, 1997
(incorporated by reference to Exhibit 4.1 to Registrant's Current
Report on Form 8-K filed October 10, 1997)
4.2 Pooling and Servicing Agreement with respect to Registrant's Mortgage
Pass-Through Certificates, Series 1997-D, dated December 1, 1997
(incorporated by reference to Exhibit 4.1 to Registrant's Current
Report on Form 8-K filed January 28, 1998)
4.3 Pooling and Servicing Agreement with respect to Registrant's Mortgage
Pass-Through Certificates, Series 1998-A, dated March 1, 1998
(incorporated by reference to Exhibit 4.1 to Registrant's Current
Report on Form 8-K/A filed April 30, 1998)
4.4 Financial Guaranty Insurance Policy issued by Financial Security
Assurance Inc., with respect to Registrant's Mortgage Pass-Through
Certificates, Series 1997-D, dated December 19, 1997 (incorporated by
reference to Exhibit 4.2 to Registrant's Current Report on Form 8-K
filed January 28, 1998)
4.5 Financial Guaranty Insurance Policy issued by Financial Security
Assurance Inc., with respect to Registrant's Mortgage Pass-Through
Certificates, Series 1998-A, dated March 30, 1998 (incorporated by
reference to Exhibit 4.2 to Registrant's Current Report on Form 8-K/A
filed April 30, 1998)
10.1 Subsequent Transfer Agreement, dated as of December 19, 1997, between
Aames Capital Corporation and Bankers Trust Company of California,
N.A. (incorporated by reference to Exhibit 10.1 of Registrant's
Current Report on Form 8-K filed January 28, 1998)
10.2 Subsequent Transfer Agreement, dated as of March 30, 1998, between
Aames Capital Corporation and Bankers Trust Company of California,
N.A. (incorporated by reference to Exhibit 10.1 of Registrant's
Current Report on Form 8-K/A filed April 30, 1998)
99.1 Annual Statements of Compliance, dated September 1, 1998, for
Registrant's Mortgage Pass-Through Certificates, Series 1997-C, 1997-D
and 1998-A
99.2 Report of PRICEWATERHOUSECOOPERS LLP, dated August 6, 1998, on
Compliance with the Uniform Single Attestation Program for Mortgage
Bankers
</TABLE>
<PAGE> 9
EXHIBIT INDEX (Continued)
<TABLE>
<CAPTION>
EXHIBIT DOCUMENT
- ------- --------
<S> <C>
99.3 Report Aggregating Certain Monthly Information to Certificateholders
with respect to Registrant's Mortgage Pass-Through Certificates,
Series 1997-C, 1997-D and 1998-A
</TABLE>
15
<PAGE> 1
EXHIBIT 99.1
ANNUAL STATEMENT AS TO COMPLIANCE
SERIES 1997-C
The undersigned, Mark E. Elbaum, Senior Vice President - Finance of Aames
Capital Corporation (the "SERVICER"), in its capacity as Servicer under that
certain Pooling and Servicing Agreement dated as of September 1, 1997 (the
"POOLING AND SERVICING AGREEMENT") between Aames Capital Corporation, as Sponsor
and Servicer, and Bankers Trust Company of California, N.A., as Trustee, does
hereby certify pursuant to Section 3.10 of the Pooling and Servicing Agreement
that as of the date given below:
(a) a review of the activities of the Servicer for the fiscal year ended June
30, 1998 and of its performance under the Pooling and Servicing Agreement
has been made under my supervision, and
(b) to the best of my knowledge, based on such review, the Servicer has
fulfilled all of its material obligations under the Pooling and Servicing
Agreement throughout such year.
IN WITNESS WHEREOF, I have hereunto signed my name as of this 1st day of
September, 1998.
/s/ Mark E. Elbaum
----------------------------------------
Mark E. Elbaum
Senior Vice President -- Finance
<PAGE> 2
ANNUAL STATEMENT AS TO COMPLIANCE
SERIES 1997-D
The undersigned, Mark E. Elbaum, Senior Vice President - Finance of Aames
Capital Corporation (the "SERVICER"), in its capacity as Servicer under that
certain Pooling and Servicing Agreement dated as of December 1, 1997 (the
"POOLING AND SERVICING AGREEMENT") between Aames Capital Corporation, as Sponsor
and Servicer, and Bankers Trust Company of California, N.A., as Trustee, does
hereby certify pursuant to Section 3.10 of the Pooling and Servicing Agreement
that as of the date given below:
(a) a review of the activities of the Servicer for the fiscal year ended
June 30, 1998 and of its performance under the Pooling and Servicing
Agreement has been made under my supervision, and
(b) to the best of my knowledge, based on such review, the Servicer has
fulfilled all of its material obligations under the Pooling and
Servicing Agreement throughout such year.
IN WITNESS WHEREOF, I have hereunto signed my name as of this 1st day of
September, 1998.
/s/ Mark E. Elbaum
----------------------------------------
Mark E. Elbaum
Senior Vice President -- Finance
<PAGE> 3
ANNUAL STATEMENT AS TO COMPLIANCE
SERIES 1998-A
The undersigned, Mark E. Elbaum, Senior Vice President - Finance of Aames
Capital Corporation (the "SERVICER"), in its capacity as Servicer under that
certain Pooling and Servicing Agreement dated as of March 1, 1998 (the "POOLING
AND SERVICING AGREEMENT") between Aames Capital Corporation, as Sponsor and
Servicer, and Bankers Trust Company of California, N.A., as Trustee, does hereby
certify pursuant to Section 3.10 of the Pooling and Servicing Agreement that as
of the date given below:
(a) a review of the activities of the Servicer for the fiscal year ended
June 30, 1998 and of its performance under the Pooling and Servicing
Agreement has been made under my supervision, and
(b) to the best of my knowledge, based on such review, the Servicer has
fulfilled all of its material obligations under the Pooling and
Servicing Agreement throughout such year.
IN WITNESS WHEREOF, I have hereunto signed my name as of this 1st day of
September, 1998.
/s/ Mark E. Elbaum
----------------------------------------
Mark E. Elbaum
Senior Vice President -- Finance
<PAGE> 1
EXHIBIT 99.2
REPORT OF INDEPENDENT ACCOUNTANTS
August 6, 1998
To the Board of Directors
of Aames Financial Corporation:
We have examined management's assertion about Aames Financial Corporation's
compliance with the minimum servicing standards identified in the Mortgage
Bankers Association of America's Uniform Single Attestation Program for Mortgage
Bankers (USAP) as of and for the year ended June 30, 1998 included in the
accompanying management assertion. Management is responsible for Aames Financial
Corporation's compliance with those minimum servicing standards. Our
responsibility is to express an opinion on management's assertion about the
entity's compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about Aames Financial Corporation's
compliance with the minimum servicing standards and performing such other
procedures as we considered necessary in the circumstances. We believe that our
examination provides a reasonable basis for our opinion. Our examination does
not provide a legal determination on Aames Financial Corporation's compliance
with the minimum servicing standards.
In our opinion, management's assertion that Aames Financial Corporation complied
with the aforementioned minimum servicing standards as of and for the year ended
June 30, 1998 is fairly stated, in all material respects.
PRICEWATERHOUSECOOPERS LLP
<PAGE> 1
EXHIBIT 99.3
Information to Certificate Holders for Certificates
Series 1997-C, 1997-D, 1998-A
6/30/98
1. The amount of such distribution allocable to principal
<TABLE>
<CAPTION>
Pool Series Amount Allocable to Principal
----------- -----------------------------
<S> <C>
1997-C $26,121,455.38 Group 1 -- Fixed Rate
$57,139,462.34 Group 2 -- Adjustable Rate
1997-D $20,748,677.74 Group 1 -- Fixed Rate
$39,706,008.28 Group 2 -- Adjustable Rate
1998-A $3,688,662.93 Group 1 -- Fixed Rate
$2,323,514.06 Group 2 -- Adjustable Rate
</TABLE>
2. The amount of such distribution allocable to interest:
<TABLE>
<CAPTION>
Pool Series Amount allocable to interest
----------- ----------------------------
<S> <C>
1997-C $11,605,677.09 Group 1 -- Fixed Rate
$15,247,313.29 Group 2 -- Adjustable Rate
1997-D $8,119,765.74 Group 1 -- Fixed Rate
$12,561,061.66 Group 2 -- Adjustable Rate
1998-A $4,911,881.46 Group 1 -- Fixed Rate
$4,655,468.46 Group 2 -- Adjustable Rate
</TABLE>
3. The amount of such distribution allocable to any excess interest or excess
cash distribution in connection with any overcollateralization feature:
<TABLE>
<CAPTION>
Pool Series Initial Collateralization Increases Balance @ 6/30/98
----------- ------------------------- ------------- -----------------
<S> <C> <C> <C>
1997-C $1,079.90 $12,540,308.86 $12,541,388.76
1997-D $5,141,869.75 $11,806,099.45 $16,947,969.20
1998-A $0.00 $3,495,587.19 $3,495,587.19
</TABLE>
4. Total amount of any insured payment included in the amount distributed
<TABLE>
<CAPTION>
Pool Series Amount
----------- ------
<S> <C>
1997-C $0.00
1997-D $0.00
1998-A $0.00
</TABLE>
5. The amount of any fee paid in respect of credit enchancement for the
related collection period (represents amount held in Expense Account at
Bankers Trust at 6/30/98):
<TABLE>
<CAPTION>
Pool Series Amount
----------- ------
<S> <C>
1997-C $0.00
1997-D $0.00
1998-A $0.00
</TABLE>
Page 1 of 3
<PAGE> 2
Information to Certificate Holders for Certificates
Series 1997-C, 1997-D, 1998-A (Continued)
6/30/98
6. The amount of unreimbursed monthly advances and/or servicing advances:
<TABLE>
<CAPTION>
Pool Series Amount
----------- ------
<S> <C>
1997-C $990,096.41
1997-D $1,091,616.28
1998-A $475,715.51
</TABLE>
7. The aggregate amount (a) otherwise allocable to the subordinated
Certificateholders on such distribution date, and (b) withdrawn from
reserve account, if any that is included in the amounts distributed with
respect to senior certificates.
None
8. The aggregate outstanding principal balance of the Mortgage Loans in the
related pool or Mortgage Loan Group:
<TABLE>
<CAPTION>
Pool Series Principal Balance
----------- -----------------
<S> <C>
1997-C $154,522,220.76 Group 1 -- Fixed Rate
$278,895,250.28 Group 2 -- Adjustable Rate
1997-D $203,651,322.26 Group 1 -- Fixed Rate
$352,841,960.95 Group 2 -- Adjustable Rate
1998-A $146,311,337.06 Group 1 -- Fixed Rate
$147,676,485.95 Group 2 -- Adjustable Rate
</TABLE>
9. 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>
Pool Series 30-59 days 60-89 days 90 or more days
----------- ---------- ---------- ---------------
<S> <C> <C> <C>
1997-C
Group 1--Fixed
Principal Balance $4,795,494.34 $1,351,543.54 $347,521.06
Number of Loans 106 21 6
Group 2--Adj Rate
Principal Balance $11,000,540.29 $2,641,622.66 $1,426,647.77
Number of Loans 128 33 14
1997-D
Group 1--Fixed
Principal Balance $7,135,503.59 $1,620,861.58 $743,364.10
Number of Loans 150 28 14
Group 2--Adj Rate
Principal Balance $15,766,596.48 $2,688,396.43 $1,146,187.67
Number of Loans 171 32 13
1998-A
Group 1--Fixed
Principal Balance $4,536,512.61 $564,425.98 $77,180.32
Number of Loans 94 14 2
</TABLE>
Page 2 of 3
<PAGE> 3
Information to Certificate Holders for Certificates
Series 1997-C, 1997-D, 1998-A (Continued)
6/30/98
<TABLE>
<CAPTION>
(9. Continued) 30-59 days 60-89 days 90 or more days
---------- ---------- ---------------
<S> <C> <C> <C>
1998-A
Group 2--Adj Rate
Principal Balance $5,811,564.38 $1,695,774.67 $465,433.81
Number of Loans 70 16 5
</TABLE>
10. The aggregate principal balances of Mortgage Loans in foreclosure or other
similar proceedings and the aggregate principal balances of Mortgage
Loans, the mortgagor of which is known by the Servicer to be in bankruptcy
as of the end of the period:
<TABLE>
<CAPTION>
Pool Series Loans in Foreclosure Loans in Bankruptcy
----------- -------------------- -------------------
<S> <C> <C>
1997-C
Group 1--Fixed
Principal Balance $8,152,847.88 $480,368.77
Number of Loans 141 8
Group 2--Adj Rate
Principal Balance $22,719,211.11 $670,848.44
Number of Loans 278 8
1997-D
Group 1--Fixed
Principal Balance $8,168,546.25 $350,860.28
Number of Loans 142 6
Group 2--Adj Rate
Principal Balance $18,459,071.43 $573,669.61
Number of Loans 220 9
1998-A
Group 1--Fixed
Principal Balance $3,549,417.58 $0.00
Number of Loans 60 0
Group 2--Adj Rate
Principal Balance $5,654,976.44 $0.00
Number of Loans 67 0
</TABLE>
11. The certificate principal balance of each Class of Certificates:
<TABLE>
<CAPTION>
Pool Series Certificate Principal Balance
----------- -----------------------------
<S> <C>
1997-C $151,670,544.62 Group 1 -- Fixed Rate
$269,205,537.66 Group 2 -- Adjustable Rate
1997-D $199,251,322.26 Group 1 -- Fixed Rate
$340,293,991.74 Group 2 -- Adjustable Rate
1998-A $146,311,337.07 Group 1 -- Fixed Rate
$147,676,485.94 Group 2 -- Adjustable Rate
</TABLE>
Page 3 of 3
