-----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, N54Gbc6XzWUgNtkpYYpdLDh2JnfewShzV8TOl/2G3oH1fpPNaJwC3x+TNX0dtrhA U7Bst2m9TXFl9YJOq+sumA== 0000950150-98-001561.txt : 19980929 0000950150-98-001561.hdr.sgml : 19980929 ACCESSION NUMBER: 0000950150-98-001561 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980928 SROS: NYSE 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: 98716240 BUSINESS ADDRESS: STREET 1: 3731 WILSHIRE BLVD CITY: LOS ANGELES STATE: CA ZIP: 90010 BUSINESS PHONE: 2133516100 MAIL ADDRESS: STREET 1: 350 SOUTH GRAND AVE STREET 2: 52ND FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 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, 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 333-46893-01 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) 210-5270 (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 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. 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 1998-B (the "Trust"), Bankers Trust Company of California, N.A., as Trustee under the Trust, Aames Capital Corporation, as Servicer, or the Registrant with respect to the Trust, 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 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 Aames Mortgage Trust 1998-B, Mortgage Pass-Through Certificates, Series 1998-B (the "Certificates"). As of June 30, 1998, there was one (1) holder of record of the Certificates, as the Certificates are issued in book-entry form. The Trust does not pay dividends. Information as to distributions to Certificateholders 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. There was no change of any independent accounting firm previously engaged with respect to the 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 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 4.1 Pooling and Servicing Agreement with respect to Aames Mortgage Trust 1998-B, Mortgage-Backed Certificates, Series 1998-B, dated as of June 1, 1998 (incorporated by reference to Exhibit 4.1 to Registrant's Current Report on Form 8-K filed on July 24, 1998) 4.2 Financial Guarantee Insurance Policy issued by Financial Security Assurance Inc., with respect to Aames Mortgage Trust 1998-B, Mortgage-Backed Certificates, Series 1998-B (incorporated by reference to Exhibit 4.2 of Registrant's Current Report on Form 8-K filed July 24, 1998) 10.1 Initial Mortgage Loan Conveyance Agreement, dated as of June 1, 1998, 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 July 24, 1998) 10.2 Subsequent Mortgage Loan Conveyance Agreement, dated as of June 1, 1998, between Aames Capital Corporation and Aames Capital Acceptance Corp. (incorporated by reference to Exhibit 10.2 of Registrant's Current Report on Form 8-K filed July 24, 1998) 10.3 Subsequent Transfer Agreement, dated as of June 30, 1998, between Aames Capital Acceptance Corp. 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 July 24, 1998) 99.1 Annual Statement of Compliance, dated September 1, 1998, for Aames Mortgage Trust 1998-B, Mortgage-Backed Certificates, Series 1998-B 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 Aames Mortgage Trust 1998-B, Mortgage-Backed Certificates, Series 1998-B (b) Reports on Form 8-K. During the last quarter of the fiscal year ended June 30, 1998, the Registrant filed the following Current Reports on Form 8-K: (i) Current Report on Form 8-K dated May 21, 1998 attaching computational materials with respect to Aames Mortgage Trust 1998-B, Mortgage-Backed Certificates, Series 1998-B; and (ii) Current Report on Form 8-K dated June 15, 1998 attaching the financial guaranty insurer's accountant's consent with respect to Aames Mortgage Trust 1998-B, Mortgage-Backed Certificates, Series 1998-B. After June 30, 1998, the Registrant filed the following Current Reports on Form 8-K: (i) Current Report on Form 8-K dated July 24, 1998 reporting final information with respect to Aames Mortgage Trust 1998-B, Mortgage-Backed Certificates, Series 1998-B; and (ii) Current Report on Form 8-K dated July 24, 1998 4 5 attaching monthly Statements to Certificateholders for Aames Mortgage Trust 1998-B, Mortgage Pass-Through Certificates, Series 1998-B. (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 Acceptance Corp. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. AAMES CAPITAL ACCEPTANCE CORP. Dated: September 28, 1998 By: /s/ CARY H. THOMPSON ---------------------------------------- Cary H. Thompson President & Chief Executive Officer 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) 4.1 Pooling and Servicing Agreement with respect to Aames Mortgage Trust 1998-B, Mortgage-Backed Certificates, Series 1998-B, dated as of June 1, 1998 (incorporated by reference to Exhibit 4.1 to Registrant's Current Report on Form 8-K filed on July 24, 1998) 4.2 Financial Guarantee Insurance Policy issued by Financial Security Assurance Inc., with respect to Aames Mortgage Trust 1998-B, Mortgage-Backed Certificates, Series 1998-B (incorporated by reference to Exhibit 4.2 of Registrant's Current Report on Form 8-K filed July 24, 1998) 10.1 Initial Mortgage Loan Conveyance Agreement, dated as of June 1, 1998, 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 July 24, 1998) 10.2 Subsequent Mortgage Loan Conveyance Agreement, dated as of June 1, 1998, between Aames Capital Corporation and Aames Capital Acceptance Corp. (incorporated by reference to Exhibit 10.2 of Registrant's Current Report on Form 8-K filed July 24, 1998) 10.3 Subsequent Transfer Agreement, dated as of June 30, 1998, between Aames Capital Acceptance Corp. 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 July 24, 1998) 99.1 Annual Statement of Compliance, dated September 1, 1998, for Aames Mortgage Trust 1998-B, Mortgage-Backed Certificates, Series 1998-B 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 Aames Mortgage Trust 1998-B, Mortgage-Backed Certificates, Series 1998-B
EX-99.1 2 ANNUAL STATEMENT OF COMPLIANCE 1 EXHIBIT 99.1 ANNUAL STATEMENT AS TO COMPLIANCE SERIES 1998-B 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 June 1, 1998 (the "POOLING AND SERVICING AGREEMENT") between Aames Capital Acceptance Corp., as Transferor, Aames Capital Corporation, as 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 since June 18, 1998 (the Closing Date for the transactions contemplated by the Pooling and Servicing Agreement). 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 EX-99.2 3 REPORT OF PRICEWATERHOUSECOOPERS LLP, DATED 8/6/98 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 EX-99.3 4 REPORT AGGREGATING CERTAIN MONTHLY INFORMATION 1 EXHIBIT 99.3 Information to Certificate Holders for Certificate Series 98-B at 6/30/98 1. The amount of such distribution allocable to principal
Pool Series Amount Allocable to Principal ----------- ----------------------------- 1998-B $1,205,009.98 Group 1 - Fixed Rate $2,472,082.14 Group 2 - Adjustable Rate
2. The amount of such distribution allocable to interest:
Pool Series Amount Allocable to Interest ----------- ---------------------------- 1998-B $2,022,772.90 Group 1 - Fixed Rate $2,898,796.29 Group 2 - Adjustable Rate
3. The amount of such distribution allocable to any excess interest or excess cash distribution in connection with any overcollateralization feature:
Pool Series Initial Collateralization Increases Balance @ 6/30/98 ----------- --------------------------- ---------------- ----------------- 1998-B $55,829.25 $1,528,301.17 $1,584,130.42
4. Total amount of any insured payment included in the amount distributed
Pool Series Amount ----------- ------ 1998-B $0.00
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):
Pool Series Amount ----------- ------ 1998-B $0.00
6. The amount of unreimbursed monthly advances and/or servicing advances:
Pool Series Amount ----------- -------------- 1998-B $1,678,013.14
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 Page 1 of 2 2 Information to Certificate Holders for Certificate Series 98-B at 6/30/98 8. The aggregate outstanding principal balance of the Mortgage Loans in the related pool or Mortgage Loan Group:
Pool Series Principal Balance - ----------- ----------------- 1998-B $248,850,819.27 Group 1 - Fixed Rate $372,527,917.86 Group 2 - Adjustable Rate
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:
Pool Series 30 - 59 days 60 - 89 days 90 or more days - ----------- ------------ ------------ --------------- 1998-B Group 1-Fixed Principal Balance $4,934,045.28 $472,033.04 $0.00 Number of Loans 71 5 0 1998-B Group 2-Adj Rate Principal Balance $7,892,200.94 $465,362.22 $0.00 Number of Loans 89 7 0
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:
Pool Series Loans in Foreclosure Loans in Bankruptcy - ----------- -------------------- -------------------- 1998-B Group 1-Fixed Principal Balance $674,833.87 $0.00 Number of Loans 9 0 Group 2-Adj Rate Principal Balance $796,053.70 $0.00 Number of Loans 8 0
11. The certificate principal balance of each Class of Certificates:
Pool Series Certificate Principal Balance - ----------- ----------------------------- 1998-B $248,794,990.02 Group 1 - Fixed Rate $372,527,917.86 Group 2 - Adjustable Rate
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