-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J/ZkX4k+FBd/vTMAfVni/BI8wheSHWAvsLUGVSe5HR6zbuw8bR4m796vd6IdIkEW zNsV8FCRNp6pp7gFGC2h8A== 0000950150-97-001368.txt : 19970930 0000950150-97-001368.hdr.sgml : 19970930 ACCESSION NUMBER: 0000950150-97-001368 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970929 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AAMES CAPITAL ACCEPTANCE CORP CENTRAL INDEX KEY: 0001031030 STANDARD INDUSTRIAL CLASSIFICATION: LOAN BROKERS [6163] STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: SEC FILE NUMBER: 333-21219-01 FILM NUMBER: 97687553 BUSINESS ADDRESS: STREET 1: 3731 WILSHIRE BLVD CITY: LOS ANGELES STATE: CA ZIP: 90010 BUSINESS PHONE: 2133516100 MAIL ADDRESS: STREET 1: 3731 WILSHIRE BLVD 10TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90010 10-K405 1 FORM 10-K 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, 1997 ------------- 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 ACCEPTANCE CORP. --------------------------------------- (Exact name of Registrant as specified in its charter) Delaware 95-4619902 -------- ---------- (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) 640-5000 -------------- (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) 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. 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 the Trust, 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 Bondholders and no Bondholder 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 Adjustable Rate Asset-Backed Bonds, Series 1997-1. As of June 30, 1997, there was one (1) holder of record of the Registrant's publicly registered Adjustable Rate Asset-Backed Bonds, Series 1997-1, as the bonds are issued in book-entry form. None of the Trusts pays dividends. Information as to distributions to Bondholders is provided in Registrant's monthly Form 8-K filings. ITEM 6. SELECTED FINANCIAL DATA. Not Applicable. 2 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. None. 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 Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to Registrant's Registration Statement on Form S-3 filed February 5, 1997) 3.2. Registrant's Bylaws (incorporated herein by reference to Exhibit 3.2 to Registrant's Registration Statement on Form S-3 filed February 5, 1997) 3 4 3.3 Trust Agreement, dated as of March 1, 1997, between Aames Capital Acceptance Corp. and Wilmington Trust Company (incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K filed April 29, 1997) 4.1 Indenture, dated as of March 1, 1997, between Aames Capital Owner Trust 1997-1 and Bankers Trust Company of California, N.A. (incorporated by reference to Exhibit 4.1 to Registrant's Current Report on Form 8-K filed April 29, 1997) 4.2 Servicing Agreement with respect to Registrant's Adjustable Rate Asset-Backed Bonds, Series 1997-1, dated as of March 1, 1997 (incorporated by reference to Exhibit 4.2 to Registrant's Current Report on Form 8-K filed April 29, 1997) 4.3 Financial Guarantee Insurance Policy issued by the Bond Insurer, Financial Security Assurance Inc., with respect to Registrant's Adjustable Rate Asset-Backed Bonds, Series 1997-1 (incorporated by reference to Exhibit 4.3 of Registrant's Current Report on Form 8-K filed April 29, 1997) 10.1 Initial Mortgage Loan Conveyance Agreement, dated as of March 1, 1997, between Aames Capital Corporation and Aames Capital Acceptance Corp. (incorporated by reference to Exhibit 10.1 of Registrant's Current Report on Form 8-K filed April 29, 1997) 10.2 Mortgage Loan Contribution Agreement, dated as of March 1, 1997, between Aames Capital Acceptance Corp. and Aames Capital Owner Trust 1997-1 (incorporated by reference to Exhibit 10.2 of Registrant's Current Report on Form 8-K filed April 29, 1997) 10.3 Additional Mortgage Loan Conveyance Agreement, dated as of March 1, 1997, between Aames Capital Corporation, Aames Capital Acceptance Corp., Aames Capital Owner Trust 1997-1 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 April 29, 1997) 28.1 Annual Statement of Compliance, dated September 26, 1997, for Registrant's Adjustable Rate Asset-Backed Bonds, Series 1997-1 28.2 Report of Price Waterhouse LLP, dated August 25, 1997, on Compliance with the Uniform Single Attestation Program for Mortgage Bankers 28.3 Report Aggregating Certain Monthly Information to Bondholders with respect to Registrant's Adjustable Rate Asset-Backed Bonds, Series 1997-1 4 5 (b) Reports on Form 8-K. During the last quarter of the fiscal year ended June 30, 1997, the Registrant filed the following reports on Form 8-K: 1. Current Report on Form 8-K dated April 18, 1997 attaching monthly Statements to Bondholders for Registrant's Adjustable Rate Asset-Baked Bonds, Series 1997-1. 2. Current Report on Form 8-K dated May 23, 1997 attaching monthly Statements to Bondholders for Registrant's Adjustable Rate Asset-Backed Bonds, Series 1997-1. 3. Current Report on Form 8-K dated June 25, 1997 attaching monthly Statements to Bondholders for Registrant's Adjustable Rate Asset-Backed Bonds, Series 1997-1. (c) Exhibits required by Item 601 of Regulation S-K. Described in subparagraph (a). (d) Financial Statements. Not applicable. 5 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 ACCEPTANCE CORP. Dated: September 26, 1997 By: /s/ MARK E. ELBAUM -------------------- Mark E. Elbaum Senior Vice President - Finance 6 7 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 8 EXHIBIT INDEX EXHIBIT DOCUMENT - ------- -------- 3.1. Registrant's Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to Registrant's Registration Statement on Form S-3 filed February 5, 1997) 3.2. Registrant's Bylaws (incorporated herein by reference to Exhibit 3.2 to Registrant's Registration Statement on Form S-3 filed February 5, 1997) 3.3 Trust Agreement, dated as of March 1, 1997, between Aames Capital Acceptance Corp. and Wilmington Trust Company (incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K filed April 29, 1997) 4.1 Indenture, dated as of March 1, 1997, between Aames Capital Owner Trust 1997-1 and Bankers Trust Company of California, N.A. (incorporated by reference to Exhibit 4.1 to Registrant's Current Report on Form 8-K filed April 29, 1997) 4.2 Servicing Agreement with respect to Registrant's Adjustable Rate Asset-Backed Bonds, Series 1997-1, dated as of March 1, 1997 (incorporated by reference to Exhibit 4.2 to Registrant's Current Report on Form 8-K filed April 29, 1997) 4.3 Financial Guarantee Insurance Policy issued by the Bond Insurer, Financial Security Assurance Inc., with respect to Registrant's Adjustable Rate Asset-Backed Bonds, Series 1997-1 (incorporated by reference to Exhibit 4.3 of Registrant's Current Report on Form 8-K filed April 29, 1997) 10.1 Initial Mortgage Loan Conveyance Agreement, dated as of March 1, 1997, between Aames Capital Corporation and Aames Capital Acceptance Corp. (incorporated by reference to Exhibit 10.1 of Registrant's Current Report on Form 8-K filed April 29, 1997) 10.2 Mortgage Loan Contribution Agreement, dated as of March 1, 1997, between Aames Capital Acceptance Corp. and Aames Capital Owner Trust 1997-1 (incorporated by reference to Exhibit 10.2 of Registrant's Current Report on Form 8-K filed April 29, 1997) 9 10.3 Additional Mortgage Loan Conveyance Agreement, dated as of March 1, 1997, between Aames Capital Corporation, Aames Capital Acceptance Corp., Aames Capital Owner Trust 1997-1 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 April 29, 1997) 28.1 Annual Statement of Compliance, dated September 26, 1997, for Registrant's Adjustable Rate Asset-Backed Bonds, Series 1997-1 28.2 Report of Price Waterhouse LLP, dated August 25, 1997, on Compliance with the Uniform Single Attestation Program for Mortgage Bankers 28.3 Report Aggregating Certain Monthly Information to Bondholders with respect to Registrant's Adjustable Rate Asset-Backed Bonds, Series 1997-1 EX-28.1 2 ANNUAL STATEMENT OF COMPLIANCE 1 EXHIBIT 28.1 ANNUAL STATEMENT AS TO COMPLIANCE The undersigned, Mark E. Elbaum, Senior Vice President - Finance of Aames Capital Corporation (the "Servicer"), in its capacity as Servicer under the Servicing Agreement with respect to Registrant's Adjustable Rate Asset-Backed Bonds, Series 1997-1, dated March 1, 1997 (the "Servicing Agreement"), does hereby certify pursuant to Section 3.10 of the 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, 1997 and of its performance under the 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 Servicing Agreement throughout such year. IN WITNESS WHEREOF, I have hereunto signed my name as of this 26th day of September, 1997. /s/ MARK E. ELBAUM ------------------ Mark E. Elbaum Senior Vice President - Finance EX-28.2 3 REPORT OF PRICE WATERHOUSE LLP 1 EXHIBIT 28.2 REPORT OF INDEPENDENT ACCOUNTANTS 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, 1997 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, 1997 is fairly stated, in all material respects. /s/ Price Waterhouse LLP Los Angeles, California August 25, 1997 Price Waterhouse LLP 400 South Hope Street Los Angeles, California 90071 Ladies and Gentlemen: As of and for the fiscal year ended June 30, 1997, Aames Capital Corporation has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform single Attestation Program for Mortgage Bankers. As of and for this same period, Aames Capital Corporation had in effect a fidelity bond in the amount of $5 million and an errors and omissions policy in the amount of $20 million. Sincerely, AAMES CAPITAL CORPORATION /s/ Cary H. Thompson /s/ David A. Sklar - -------------------- ------------------ Cary H. Thompson David A. Sklar Chief Executive Officer Executive Vice President-Finance and Chief Financial Officer /s/ Dan Relf /s/ Mark E. Elbaum - ------------ ------------------- Dan Relf Mark E. Elbaum Executive Vice President-Loan Services Senior Vice President-Finance EX-28.3 4 REPORT AGGREGATING CERTAIN MONTHLY INFORMATION 1 EXHIBIT 28.3 Report for the Fiscal Year Ended June 30, 1997 Aggregating Certain Monthly Information to Bondholders dated September 26, 1997 with respect to Registrant's Asset-Backed Bonds, Series 1997-1 I.A(i) The amount of such distribution allocable to principal
Pool Series Amount Allocable to Principal - ----------- ----------------------------- 1997-1 $27,570,932.21 Adjustable Rate
I.A(ii) The amount of such distribution allocable to interest:
Pool Series Amount allocable to interest - ----------- ---------------------------- 1997-1 $ 7,351,044.65 Adjustable Rate
I.A(iii) The amount of such distribution allocable to any excess interest or excess cash distribution in connection with any overcollateralization feature:
Initial Balance Pool Series Overcollateralization Increases 6/30/97 - ----------- --------------------- ------------- ------------- 1997-1 $ 5,637,333.81 $3,745,918.42 $9,383,252.23
I.A(iv) Total amount of any insured payment included in the amount distributed
Pool Series Amount - ----------- ------ 1997-1 -0-
I.A(iv) 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 6/30/97):
Pool Series Amount - ----------- ------ 1997-1 -0-
I.A(v) The amount of unreimbursed monthly advances and/or servicing advances:
Pool Series Amount - ----------- ------ 1997-1 $ 661,521.36
2 I.A(vi) The aggregate amount (a) otherwise allocable to the subordinated Bondholders on such distribution date, and (b) withdrawn from reserve account, if any, that is included in the amounts distributed with respect to senior bonds. None. I.A(vii) The aggregate outstanding principal balance of the Mortgage Loans in the related pool:
Pool Series Principal Balance - ----------- ----------------- 1997-1 $396,812,320.02 Adjustable Rate
I.A(viii) 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:
30 to 59 60 to 89 90 or more Pool Series days days days - ----------- -------------- ------------- ------------- 1997-1 Principal Balance $10,282,376.72 $4,680,128.85 $3,841,603.96 Number of loans 134 45 36
I.A(ix) 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:
Pool Series Loans in Foreclosure - ----------- -------------------- 1997-1 Principal Balance $11,679,788.45 Number of loans 113
I.A(x) The certificate principal balance of the Bonds:
Pool Series Bond Principal Balance - ----------- ---------------------- 1997-1 $387,429,067.79 Adjustable Rate
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