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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
SEPTEMBER 18, 1998
AAMES CAPITAL CORPORATION ON BEHALF OF
AAMES MORTGAGE TRUST 1998-C
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(Exact name of Registrant as specified in its charter)
CALIFORNIA 333-46893-01 95-4438859
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(State or other jurisdiction (Commission (I.R.S. employer
of incorporation) file number) identification no.)
350 SOUTH GRAND AVENUE, 52ND FLOOR
LOS ANGELES, CALIFORNIA 90071
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(Address of principal executive offices) (ZIP Code)
(213) 210-5000
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Registrant's telephone number, including area code
NA
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
This Current Report on Form 8-K is being filed for the purposes of
filing (i) the consent of PricewaterhouseCoopers LLP, independent accountants to
MBIA Insurance Corporation, which will act as the Certificate Insurer in
connection with the proposed offering of the Aames Mortgage Trust 1998-C,
Mortgage Pass-Through Certificates, Series 1998-C; and (ii) certain opinions of
Andrews & Kurth L.L.P., counsel to the Registrant.
Item 7. Financial Statements: Pro Forma Financial Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
5.1 Opinion of Andrews & Kurth L.L.P. regarding the legality of
Certificates
5.2 Opinion of Andrews & Kurth L.L.P. regarding the legality of
Bonds
8 Opinion of Andrews & Kurth L.L.P. regarding tax matters
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Andrews & Kurth L.L.P. (included in Exhibits 5.1,
5.2 and 8)
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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 CORPORATION
By: /s/ Cary H. Thompson
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Cary H. Thompson
Chief Executive Officer
Dated: September 18, 1998
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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5.1 Opinion of Andrews & Kurth L.L.P. regarding the legality of
Certificates
5.2 Opinion of Andrews & Kurth L.L.P. regarding the legality of
Bonds
8 Opinion of Andrews & Kurth L.L.P. regarding tax matters
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Andrews & Kurth L.L.P. (included in Exhibits 5.1,
5.2 and 8)
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EXHIBIT 5.1
[ANDREWS & KURTH L.L.P. LETTERHEAD]
September 18, 1998
Aames Capital Corporation
Aames Capital Acceptance Corp.
350 South Grand Avenue
Los Angeles, California 90071
Re: Aames Capital Corporation and Aames Capital Acceptance Corp.
Registration Statement on Form S-3 (File No. 333-46893)
Ladies and Gentlemen:
We have acted as counsel to Aames Capital Corporation, a California
corporation ("ACC"), and Aames Capital Acceptance Corp., a Delaware corporation
("ACAC"), in connection with the authorization and proposed issuance from time
to time after the date hereof in one or more series (each, a "Series") of up to
$2,000,000,000 aggregate principal amount (of which amount $1,350,000,000
remains available as of the date hereof) of asset-backed certificates (the
"Certificates") to be offered pursuant to a registration statement on Form S-3
(File No. 333-46893) (such registration statement, the "Registration Statement")
relating to the Certificates. The Registration Statement has been filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "1933 Act"), and the rules and regulations promulgated
thereunder. As set forth in the Registration Statement, each Series of
Certificates will be issued under and pursuant to the conditions of a separate
pooling and servicing agreement (each, a "Pooling and Servicing Agreement")
among either ACC or ACAC, as applicable, as transferor (the "Transferor" for
such Series), ACC, as servicer (in such capacity, the "Servicer"), and a trustee
to be identified in the prospectus supplement for such Series of Certificates
(the "Trustee" for such Series).
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of the organizational documents of ACC and ACAC, the form
of Pooling and Servicing Agreement filed as an exhibit to the Registration
Statement, the forms of Certificates included in such form of Pooling and
Servicing Agreement, the prospectus (the "Prospectus") and the forms of
prospectus supplements filed as exhibits to the Registration Statement, and such
other records, documents and statutes as we have deemed necessary for the
purpose of rendering this opinion.
Based upon the foregoing, we are of the opinion that:
1. When a Pooling and Servicing Agreement for a Series of Certificates
has been duly and validly authorized by all necessary action on the part of the
related Transferor and has been duly executed and delivered by such Transferor,
the Servicer, the Trustee and any other party thereto for such Series, such
Pooling and Servicing Agreement will constitute a legal, valid and binding
agreement of
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Aames Capital Corporation
Aames Capital Acceptance Corp.
September 18, 1998
Page 2
such Transferor, enforceable against such Transferor, in accordance
with its terms, except as enforcement thereof may be limited by (a) bankruptcy,
insolvency, reorganization, liquidation, receivership, moratorium or other
similar laws relating to or affecting creditors' rights generally or (b) general
principles of equity or public policy, regardless of whether such enforceability
is considered in a proceeding in equity or at law.
2. When a Series of Certificates has been duly authorized by all
necessary action on the part of the related Transferor, duly executed and
authenticated by the Trustee for such Series in accordance with the terms of the
related Pooling and Servicing Agreement, and issued and delivered against
payment therefor as contemplated in the Registration Statement, the Certificates
of such Series will be legally and validly issued, fully paid and nonassessable,
and the holders thereof will be entitled to the benefits of the related Pooling
and Servicing Agreement.
In rendering the foregoing opinions, we express no opinion as to the
laws of any jurisdiction other than the General Corporate Law of the State of
Delaware, the laws of the State of California (excluding choice of law
principles therein) and the federal laws of the United States of America.
We hereby consent to the filing of this letter as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Prospectus, without implying or admitting that we are
"experts" within the meaning of the 1933 Act or the rules and regulations of the
Commission issued thereunder, with respect to any part of the Registration
Statement, including this Exhibit 5.1.
Sincerely,
/s/ ANDREWS & KURTH L.L.P.
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EXHIBIT 5.2
[ANDREWS & KURTH L.L.P. LETTERHEAD]
September 18, 1998
Aames Capital Corporation
Aames Capital Acceptance Corp.
350 South Grand Avenue
Los Angeles, California 90071
Re: Aames Capital Corporation and Aames Capital Acceptance Corp.
Registration Statement on Form S-3 (File No. 333-46893)
Ladies and Gentlemen:
We have acted as counsel to Aames Capital Corporation, a California
corporation ("ACC"), and Aames Capital Acceptance Corp., a Delaware corporation
("ACAC"), in connection with the authorization and proposed issuance from time
to time after the date hereof in one or more series (each, a "Series") of up to
$2,000,000,000 aggregate principal amount (of which amount $1,350,000,000
remains available as of the date hereof) of asset-backed bonds (the "Bonds") to
be offered pursuant to a registration statement on Form S-3 (File No. 333-46893)
(such registration statement, the "Registration Statement") relating to the
Bonds. The Registration Statement has been filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "1933 Act"), and the rules and regulations promulgated thereunder.
As set forth in the Registration Statement, each Series of Bonds will be issued
under and pursuant to the conditions of an indenture (an "Indenture") between
ACC or ACAC, as applicable, as transferor (the "Transferor" for such Series), or
a trust, partnership, limited liability company or corporation formed by ACC or
ACAC solely for the purpose of issuing the related Series of Bonds (the
Transferor or any such entity, as applicable, the "Bond Issuer") and a trustee
to be identified in the prospectus supplement for such Series of Bonds (the
"Trustee" for such Series).
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of the organizational documents of ACC and ACAC, the form
of Indenture filed as an exhibit to the Registration Statement, the form of
Bonds included in such form of Indenture, the prospectus (the "Prospectus") and
the forms of prospectus supplements filed as exhibits to the Registration
Statement, and such other records, documents and statutes as we have deemed
necessary for the purpose of rendering this opinion.
Based upon the foregoing, we are of the opinion that:
1. When an Indenture for a Series of Bonds has been duly and validly
authorized by all necessary action on the part of the related Bond Issuer and
has been duly executed and delivered by the related Bond Issuer and the Trustee
and any other party thereto for such Series, such Indenture will
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Aames Capital Corporation
Aames Capital Acceptance Corp.
September 18, 1998
Page 2
constitute a legal, valid and binding agreement of the related Bond Issuer,
enforceable against the related Bond Issuer, in accordance with its terms,
except as enforcement thereof may be limited by (a) bankruptcy, insolvency,
reorganization, liquidation, receivership, moratorium or other similar laws
relating to or affecting creditors' rights generally or (b) general principles
of equity or public policy, regardless of whether such enforceability is
considered in a proceeding in equity or at law.
2. When a Series of Bonds has been duly authorized by all necessary
action on the part of the related Bond Issuer, duly executed and authenticated
by the Trustee for such Series in accordance with the terms of the related
Indenture, and issued and delivered against payment therefor as contemplated in
the Registration Statement, the Bonds of such Series will be valid and binding
non-recourse obligations of the related Bond Issuer, enforceable against the
related Bond Issuer, in accordance with their terms, except as enforcement
thereof may be limited by (a) bankruptcy, insolvency, reorganization,
liquidation, receivership, moratorium or other similar laws relating to or
affecting creditors' rights generally or (b) general principles of equity or
public policy, regardless of whether such enforceability is considered in a
proceeding in equity or at law.
In rendering the foregoing opinions, we express no opinion as to the
laws of any jurisdiction other than the General Corporate Law of the State of
Delaware, the laws of the State of California (excluding choice of law
principles therein) and the federal laws of the United States of America.
We hereby consent to the filing of this letter as Exhibit 5.2 to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Prospectus, without implying or admitting that we are
"experts" within the meaning of the 1933 Act or the rules and regulations of the
Commission issued thereunder, with respect to any part of the Registration
Statement, including this Exhibit 5.2.
Sincerely,
/s/ ANDREWS & KURTH L.L.P.
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EXHIBIT 8
[ANDREWS & KURTH L.L.P. LETTERHEAD]
September 18, 1998
Aames Capital Corporation
Aames Capital Acceptance Corp.
350 South Grand Avenue
Los Angeles, California 90071
Re: Aames Capital Corporation and Aames Capital Acceptance Corp.
Registration Statement on Form S-3 (File No. 333-46893)
Ladies and Gentlemen:
We have acted as counsel to Aames Capital Corporation ("ACC"), a
California corporation, and Aames Capital Acceptance Corp., a Delaware
corporation ("ACAC" and, together with ACC, the "Transferors"), in connection
with the authorization and proposed issuance from time to time after the date
hereof in one or more series (each, a "Series") of up to $2,000,000,000
aggregate principal amount (of which amount $1,350,000,000 remains available as
of the date hereof) of asset-backed certificates (the "Certificates") and
asset-backed bonds (the "Bonds" and, together with the Certificates, the
"Securities") to be offered pursuant to a registration statement on Form S-3
(File No. 333-46893) (such registration statement, the "Registration Statement")
relating to the Securities. The Registration Statement has been filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "1933 Act"), and the rules and regulations promulgated
thereunder. As set forth in the Registration Statement, each Series of
Certificates will be issued under and pursuant to the conditions of a separate
pooling and servicing agreement (each, a "Pooling and Servicing Agreement")
among one of the Transferors, as transferor, Aames Capital Corporation, as
servicer (in such capacity, the "Servicer"), and a trustee to be identified in
the prospectus supplement for such Series of Certificates (the "Trustee" for
such Series of Certificates); each Series of Bonds will be issued under and
pursuant to the conditions of an indenture (each, an "Indenture") between ACAC
or a trust, partnership, limited liability company or corporation formed by ACAC
solely for the purpose of issuing the related Series of Bonds (ACAC or any such
entity, as applicable, the "Bond Issuer") and a trustee to be identified in the
prospectus supplement for such Series of Bonds (the "Trustee" for such Series of
Bonds).
We have examined the prospectus contained in the Registration Statement
(the "Prospectus") and such other documents, records and instruments as we have
deemed necessary for the purpose of this opinion.
In arriving at the opinion expressed below, we have assumed that each
Pooling and Servicing Agreement and each Indenture will be duly authorized by
all necessary corporate action on the part of the related Transferor or Bond
Issuer, as applicable, the related Trustee, the
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Aames Capital Corporation
Aames Capital Acceptance Corp.
September 18, 1998
Page 2
Servicer, as applicable, and any other party thereto for the related Series of
Certificates or Bonds and will be duly executed and delivered by the related
Transferor or Bond Issuer, as applicable, the related Trustee, the Servicer, as
applicable, and any other party thereto substantially in the form filed as an
exhibit to the Registration Statement, that the Certificates or the Bonds of
each Series will be duly executed and delivered substantially in the forms
contemplated by the Pooling and Servicing Agreement or the Indenture, as
applicable, and that the Certificates or the Bonds will be sold in the manner
described in the Registration Statement.
Based upon such examination and the qualifications set forth herein and
in reliance thereon, we are of the opinion that the description of federal
income tax consequences appearing under the captions "Summary - Certain Federal
Income Tax Consequences" and "Certain Federal Income Tax Consequences" in the
Prospectus accurately describes the material federal income tax consequences to
holders of the Securities.
The opinion herein is based upon our interpretations of current law,
including court authority and existing final and temporary treasury regulations,
which are subject to change both prospectively and retroactively, and upon the
facts and assumptions discussed herein. This opinion letter is limited to the
matters set forth herein, and no opinions are intended to be implied or may be
inferred beyond those expressly stated herein. Our opinion is rendered as of the
date hereof and we assume no obligation to update or supplement this opinion or
any matter related to this opinion to reflect any change of fact, circumstances
or law after the date hereof. In addition, our opinion is based on the
assumption that the matter, if litigated, will be properly presented to the
applicable court. Furthermore, our opinion is not binding on the Internal
Revenue Service or a court. Our opinion represents merely our best legal
judgment on the matters presented; others may disagree with our conclusion.
There can be no assurance that the Internal Revenue Service will not take a
contrary position or that a court would agree with our opinion if litigated. In
the event any one of the statements, representations or assumptions we have
relied upon to issue this opinion is incorrect, our opinion might be adversely
affected and may not be relied upon.
We hereby consent to the filing of this letter as Exhibit 8.1 to the
Registration Statement and to the reference to this firm under the captions
"Summary - Certain Federal Income Tax Consequences" and "Certain Federal Income
Tax Consequences" in the Prospectus, without implying or admitting that we are
"experts" within the meaning of the 1933 Act or the rules and regulations of the
Commission issued thereunder, with respect to any part of the Registration
Statement, including this Exhibit 8.1.
Sincerely,
/s/ ANDREWS & KURTH L.L.P.
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EXHIBIT 23.1
[PRICEWATERHOUSECOOPERS LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus Supplement of
Aames Capital Corporation relating to Aames Mortgage Trust 1998-C, of our report
dated February 3, 1998, on our audits of the consolidated financial statements
of MBIA Insurance Corporation and Subsidiaries as of December 31, 1997 and 1996
and for each of the three years in the period ended December 31, 1997. We also
consent to the reference to our firm under the caption "Report of Experts."
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
New York, New York
September 22, 1998
