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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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, 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
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(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
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(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 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.
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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 1998-C (the "Trust"), 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 1998-C.
As of June 30, 1999, there was one (1) holder of record of each of
Registrant's publicly registered Mortgage Pass-Through
Certificates, Series 1998-C 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.
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* 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."
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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 1998-C, dated September
1, 1998 (incorporated by
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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 Ernst & Young LLP, dated ____________, on Compliance
with the Uniform Single Attestation Program for Mortgage Bankers
(to be filed on Form 10-K/A)
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:
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.
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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.
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 28, 1999 By: /s/ David A. Sklar
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David A. Sklar
Executive Vice President - Finance
Chief Financial Officer
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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
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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 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 Ernst & Young LLP, dated ____________, on Compliance with
the Uniform Single Attestation Program for Mortgage Bankers (to be
filed on Form 10-K/A)
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 99.1
ANNUAL STATEMENT AS TO COMPLIANCE
SERIES 1998-C
The undersigned, Daniel H. Relf, Executive Vice President - National
Loan Servicing and Chief Financial Officer of Aames Capital Corporation (the
"SERVICER"), in its capacity as Servicer under that certain Pooling and
Servicing Agreement dated as of September 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 3.09 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, 1999 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 28th day
of September, 1998.
/s/ DANIEL H. RELF
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Daniel H. Relf
Executive Vice President -
National Loan Servicing
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EXHIBIT 99.3
1. The amount of such distribution allocable to principal
<TABLE>
<CAPTION>
Pool Series Amount Allocable to Principal
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<S> <C> <C>
1998-C 45,555,690.18 Group 1 - Fixed Rate
39,033,225.74 Group 2 - Adjustable Rate
</TABLE>
2. The amount of such distribution allocable to interest:
<TABLE>
<CAPTION>
Pool Series Amount allocable to Interest
----------- ----------------------------
<S> <C> <C>
1998-C 19,345,665.20 Group 1 - Fixed Rate
11,182,080.04 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 @6/30/99
----------- ------------------------- --------- ----------------
<S> <C> <C> <C>
1998-C $0.00 $17,357,020.69 $17,357,020.69
</TABLE>
4. Total amount of any insured payment included in the amount distributed
<TABLE>
<CAPTION>
Pool Series Amount
<S> <C>
1998-C $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 6/30/99):
<TABLE>
<CAPTION>
Pool Series Amount
<S> <C>
1998-C $0.00
</TABLE>
6. The amount of unreimbursed monthly advances and/or servicing advances:
<TABLE>
<CAPTION>
Pool Series Amount
----------- ------
<S> <C>
1998-C $3,667,298.69
</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> <C>
1998-C $354,300,846.59 Group 1 - Fixed Rate
$228,467,258.18 Group 2 - Adjustable Rate
</TABLE>
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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>
1998-C
Group 1-FIXED
Principal Balance $9,576,323.19 $863,222.85 $546,421.78
Number of Loans 171 18 8
1998-C
Group 2-ADJ RATE
Principal Balance $6,212,701.64 $901,544.69 $522,558.99
Number of Loans 66 7 6
</TABLE>
10. The aggregate principal balances of Mortgage Loans in foreclosure or other
similar proceedings and the 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>
1998-C
Group 1-FIXED
Principal Balance $16,991,324.60 $1,241,668.72
Number of Loans 288 16
Group 2-ADJ RATE
Principal Balance $16,149,080.41 $1,309,206.28
Number of Loans 181 14
</TABLE>
11. The certificate principal balance of each Class of Certificates:
<TABLE>
<CAPTION>
Pool Series Certificate Principal Balance
----------- -----------------------------
<S> <C> <C>
1998-C $344,444,309.82 Group 1 - Fixed Rate
$220,966,774.26 Group 2 - Adjustable Rate
</TABLE>
