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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
(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, 1999
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 333-46893-01
AAMES CAPITAL CORPORATION
(Exact name of Registrant as specified in its charter)
California 95-4438859
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
350 South Grand Avenue
Los Angeles, California 90071
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(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
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None Not Applicable
Securities registered pursuant to Section 12(g) of the Act:
None
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(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.
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The Registrant filed its Form 10-K on September 28, 1999 and in that
filing the Registrant indicated that Exhibit 99.2 would be filed by amendment.
This amendment is being filed for the purpose of filing Exhibit 99.2.
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 1998-C, dated September 1, 1998
(incorporated by reference to Exhibit 4.1 to Registrant's Current
Report on Form 8-K filed October 30, 1998)
4.2 Certificate Insurance Policy issued by MBIA Insurance Corporation,
with respect to Registrant's Mortgage Pass-Through Certificates,
Series 1998-C, dated September 25, 1998 (incorporated by reference to
Exhibit 4.2 to Registrant's Current Report on Form 8-K filed October
30, 1998)
10.1 Subsequent Transfer Agreement, dated as of September 28, 1998,
between Aames Capital Corporation and Bankers Trust Company of
California, N.A. (incorporated by reference to Exhibit 10.3 of
Registrant's Current Report on Form 8-K filed October 30, 1998)
99.1 Annual Statement of Compliance, dated September 27, 1998, for
Registrant's Mortgage Pass-Through Certificates, Series 1998-C
99.2 Report of Independent Accountants on Management's Assertion on
Compliance with the Minimum Servicing Standards Set Forth in the
Uniform Single Attestation Program for Mortgage Bankers issued by
Ernst & Young LLP and dated as of August 26, 1999
99.3 Report Aggregating Certain Monthly Information to Certificateholders
with respect to Registrant's Mortgage Pass-Through Certificates,
Series 1998-C
(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:
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1. Current Report on Form 8-K dated July 22, 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 dated September 15, 1998 attaching
computational materials with respect to Aames Mortgage Trust
1998-C.
3. Current Report on Form 8-K dated September 17, 1998 attaching
computational materials with respect to Aames Mortgage Trust
1998-C.
4. Current Report on Form 8-K dated September 18, 1998 attaching
computational materials with respect to Aames Mortgage Trust
1998-C.
5. Current Report on Form 8-K dated September 18, 1998 attaching the
consent of accountants and opinion of counsel with respect to
Aames Mortgage Trust 1998-C.
6. Current Report on Form 8-K dated October 27, 1998 reporting shelf
registration of $2 billion of asset backed securities.
7. Current Report on Form 8-K dated October 29, 1998 attaching
monthly Statements to Certificateholders for Registrant's
Mortgage Pass-Through Certificates, Series 1998-C.
8. Current Report on Form 8-K dated November 30, 1998 attaching
monthly Statements to Certificateholders for Registrant's
Mortgage Pass-Through Certificates, Series 1998-C.
9. Current Report on Form 8-K dated December 31, 1998 attaching
monthly Statements to Certificateholders for Registrant's
Mortgage Pass-Through Certificates, Series 1998-C.
10. Current Report on Form 8-K dated January 25, 1999 attaching
monthly Statements to Certificateholders for Registrant's
Mortgage Pass-Through Certificates, Series 1998-C.
11. Current Report on Form 8-K dated March 1, 1999 attaching monthly
Statements to Certificateholders for Registrant's Mortgage
Pass-Through Certificates, Series 1998-C.
12. Current Report on Form 8-K dated March 22, 1999 attaching monthly
Statements to Certificateholders for Registrant's Mortgage
Pass-Through Certificates, Series 1998-C.
13. Current Report on Form 8-K dated April 26, 1999 attaching monthly
Statements to Certificateholders for Registrant's Mortgage
Pass-Through Certificates, Series 1998-C.
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14. Current Report on Form 8-K dated May 21, 1999 attaching monthly
Statements to Certificateholders for Registrant's Mortgage
Pass-Through Certificates, Series 1998-C.
15. Current Report on Form 8-K dated June 30, 1999 attaching monthly
Statements to Certificateholders for Registrant's Mortgage
Pass-Through Certificates, Series 1998-C.
(c) Exhibits required by Item 601 of Regulation S-K.
Described in subparagraph (a).
(d) Financial Statements.
Not applicable.
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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 30, 1999 By: /s/ David A. Sklar
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David A. Sklar
Executive Vice President - Finance
Chief Financial Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DOCUMENT
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<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 1998-C, dated September 1, 1998
(incorporated by reference to Exhibit 4.1 to Registrant's Current
Report on Form 8-K filed October 30, 1998)
4.2 Certificate Insurance Policy issued by MBIA Insurance Corporation,
with respect to Registrant's Mortgage Pass-Through Certificates,
Series 1998-C, dated September 25, 1998 (incorporated by reference to
Exhibit 4.2 to Registrant's Current Report on Form 8-K filed October
30, 1998)
10.1 Subsequent Transfer Agreement, dated as of September 28, 1998,
between Aames Capital Corporation and Bankers Trust Company of
California, N.A. (incorporated by reference to Exhibit 10.3 of
Registrant's Current Report on Form 8-K filed October 30, 1998)
99.1 Annual Statement of Compliance, dated September 27, 1998, for
Registrant's Mortgage Pass-Through Certificates, Series 1998-C
99.2 Report of Independent Accountants on Management's Assertion on
Compliance with the Minimum Servicing Standards Set Forth in the
Uniform Single Attestation Program for Mortgage Bankers issued by
Ernst & Young LLP and dated as of August 26, 1999
99.3 Report Aggregating Certain Monthly Information to Certificateholders
with respect to Registrant's Mortgage Pass-Through Certificates,
Series 1998-C
</TABLE>
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EXHIBIT 99.2
Report of Independent Accountants on Management's Assertion on
Compliance with the Minimum Servicing Standards Set Forth in the
Uniform Single Attestation Program for Mortgage Bankers
The Board of Directors
Aames Financial Corporation
We have examined management's assertion that Aames Financial Corporation (the
Company) complied with the minimum servicing standards set forth in the Mortgage
Bankers Association of America's Uniform Single Attestation Program for Mortgage
Bankers (USAP) during the year ended June 30, 1999, included in the accompanying
report titled Report of Management on Compliance with the Minimum Servicing
Standards Set Forth in the Uniform Single Attestation Program for Mortgage
Bankers. Management is responsible for the Company's compliance with those
requirements. Our responsibility is to express an opinion on management's
assertions about the Company'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 the Company's compliance with those
requirements 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 specified requirements.
In our opinion, management's assertion that the Company complied with the
aforementioned requirements during the year ended June 30, 1999, is fairly
stated, in all material respects.
/s/ Ernst & Young LLP
Los Angeles, California
August 26, 1999
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REPORT OF MANAGEMENT ON COMPLIANCE WITH THE MINIMUM SERVICING STANDARDS
SET FORTH IN THE Uniform Single Attestation Program for Mortgage Bankers
We, as members of management of Aames Financial Corporation (the Company), are
responsible for complying with the minimum servicing standards as set forth in
the Mortgage Bankers Association of America's Uniform Single Attestation Program
for Mortgage Bankers (USAP). We are also responsible for establishing and
maintaining effective internal control over compliance with these standards. We
have performed an evaluation of the Company's compliance with the minimum
servicing standards as set forth in the USAP as of June 30, 1999 and for the
year then ended. Based on this evaluation, we assert that during the year ended
June 30, 1999, the Company complied, in all material respects, with the minimum
servicing standards set forth in the USAP.
As of and for the same period, the Company had in effect a fidelity bond in the
amount of $5,000,000 and an errors and omissions policy in the amount of
$20,000,000.
/s/ Mani A. Sadeghi
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Mani A. Sadeghi
Chief Executive Officer
/s/ David A. Sklar
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David A. Sklar
Chief Financial Officer
/s/ Dan Relf
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Executive Vice President
August 26, 1999
