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, 2001
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 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
350 South Grand Avenue Los Angeles, California |
90071 |
|
| (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:
| Title of each class |
Name of each exchange on which registered |
|
|---|---|---|
| None | Not Applicable |
Securities registered pursuant to Section 12(g) of the Act:
None
(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 security holders, 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.
Not applicable.*
Not applicable.
There are no material pending legal proceedings concerning Aames Mortgage Trust 2000-1, Aames Mortgage Trust 2000-2, Aames Mortgage Trust 2001-1 or Aames Mortgage Trust 2001-2 (the "Trusts"), or the Registrant, as Sponsor with respect to the Trusts, other than ordinary routine litigation incidental to the duties of the Sponsor under the related Pooling and Servicing Agreements. The Servicer with respect to the Trusts is Countrywide Home Loans, Inc. and the Trustee under the Trusts is Bankers Trust Company of California, N.A. For information about material litigation concerning Servicer or the Trustee, see the public filings of the Servicer or Trustee, respectively.
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.
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 2000-1, Mortgage Pass-Through Certificates, Series 2000-2, Mortgage Pass-Through Certificates, Series 2001-1 or Mortgage Pass-Through Certificates, Series 2001-2.
As of June 30, 2001, there was one (1) holder of record of each of Registrant's publicly registered Mortgage Pass-Through Certificates, Series 2000-1, Mortgage Pass-Through Certificates, Series 2000-2, Mortgage Pass-Through Certificates, Series 2001-1 or Mortgage Pass-Through Certificates, Series 2001-2 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.
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.
2
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.
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.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
See Exhibit Index.
During the last quarter of the fiscal year ended June 30, 2001, the Registrant filed the following reports on Form 8-K:
3
See Exhibit Index.
Not applicable.
4
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, 2001 |
By: |
/s/ JON D. VAN DEUREN Jon D. Van Deuren Senior Vice President and Chief Financial Officer |
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on be half of Aames Capital Corporation and in the capacities and on the dates indicated.
| Signature |
Title |
Date |
||
|---|---|---|---|---|
| /s/ A. JAY MEYERSON A. Jay Meyerson |
Director | September 28, 2001 | ||
/s/ JON D. VAN DEUREN Jon D. Van Deuren |
Senior Vice President, Chief Financial Officer and Director |
September 28, 2001 |
5
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
6
| Exhibit |
Document |
|
|---|---|---|
| 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 2000-1, dated September 01, 2000 (incorporated by reference to Exhibit 4.1 to Registrant's Current Report on Form 8-K filed on behalf of Aames Mortgage Trust 1999-1 on October 04, 2000). |
|
4.2 |
Certificate Insurance Policy issued by Financial Security Assurance, Inc., with respect to Registrant's Mortgage Pass-Through Certificates, Series 2000-1, dated September 01, 2000 (incorporated by reference to Exhibit 4.1 to Registrant's Current Report on Form 8-K filed October 04, 2000). |
|
4.3 |
Pooling and Servicing Agreement with respect to Registrant's Mortgage Pass-Through Certificates, Series 2000-2, dated December 01, 2000 (incorporated by reference to Exhibit 4.1 to Aames Mortgage Trust 2000-2 Current Report on Form 8-K filed January 04, 2001). |
|
4.4 |
Certificate Insurance Policy issued by Financial Security Assurance, Inc., with respect to Registrant's Mortgage Pass-Through Certificates, Series 2000-2, dated December 01, 2000 (incorporated by reference to Exhibit 4.1 to Aames Mortgage Trust 2000-2 Current Report on Form 8-K filed January 04, 2001). |
|
4.5 |
Pooling and Servicing Agreement with respect to Registrant's Mortgage Pass-Through Certificates, Series 2001-1, dated March 01, 2001 (incorporated by reference to Exhibit 4.1 to Aames Mortgage Trust 2001-1 Current Report on Form 8-K filed April 11, 2001). |
|
4.6 |
Certificate Insurance Policy issued by Financial Security Assurance, Inc., with respect to Registrant's Mortgage Pass-Through Certificates, Series 2001-1, dated March 01, 2001 (incorporated by reference to Exhibit 4.1 to Aames Mortgage Trust 2001-1 Current Report on Form 8-K filed April 11, 2001). |
|
4.7 |
Pooling and Servicing Agreement with respect to Registrant's Mortgage Pass-Through Certificates, Series 2001-2, dated June 01, 2001 (incorporated by reference to Exhibit 4.1 to Aames Mortgage Trust 2001-2 Current Report on Form 8-K filed August 02, 2001). |
|
4.8 |
Certificate Insurance Policy issued by Financial Security Assurance, Inc., with respect to Registrant's Mortgage Pass-Through Certificates, Series 2001-2, dated June 01, 2001 (incorporated by reference to Exhibit 4.1 to Aames Mortgage Trust 2001-2 Current Report on Form 8-K filed August 02, 2001). |
|
99.1 |
Report of Ernst & Young LLP, dated September 14, 2001, on Compliance with the Uniform Single Attestation Program for Mortgage Bankers |
|
99.2 |
Report Aggregating Certain Monthly Information to Certificateholders with respect to Registrant's Mortgage Pass-Through Certificates, Series 2000-1, Mortgage Pass-Through Certificates, Series 2000-2, Mortgage Pass-Through Certificates, Series 2001-1 and Mortgage Pass-Through Certificates, Series 2001-2. |
Report on Management's Assertion on Compliance with the Minimum Servicing Standards Set Forth in the
Uniform Single Attestation Program for Mortgage Bankers
Report of Independent Accountants
The
Board of Directors
Aames Financial Corporation
We have examined management's assertion, included in the accompanying report titled Report of Management, 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, 2001. 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 attestation 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, 2001, is fairly stated, in all material respects.
This report is intended solely for the information and use of the Board of Directors, audit committee, and the Company's private investors and is not intended to be and should not be used by anyone other than these specified parties.
/s/ ERNST & YOUNG LLP
Los
Angeles, California
September 14, 2001
| [LOGO] | Aames Financial Corporation |
350 S. Grand Avenue 51st Floor Los Angeles, CA 90071 |
Tel: 323.210.5000 |
September 14, 2001
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, 2001 and for the year then ended. Based on this evaluation, we assert that during the year ended June 30, 2001, the Company compiled, 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 $10,000,000.00 and an errors and omissions policy in the amount of $20,000,000.00.
| /s/ A. JAY MEYERSON A. Jay Meyerson Chief Executive Officer |
||
/s/ RONALD J. NICOLAS, JR. Ronald J. Nicolas, Jr. Executive Vice President Chief Financial Officer |
||
/s/ DANIEL H. RELF Daniel H. Relf Executive Vice President, Loan Servicing |
REPORT AGGREGATING CERTAIN MONTHLY INFORMATION TO CERTIFICATEHOLDERS
| Pool Series |
Amount Allocable to Principal |
||
|---|---|---|---|
| 2000-1 Fixed | $ | 25,037,210.38 | |
| 2000-1 Arm 1 | $ | 18,885,637.16 | |
| 2000-1 Arm 2 | $ | 17,085,471.22 | |
2000-2 Fixed |
$ |
10,514,449.21 |
|
| 2000-2 Arm 1 | $ | 17,539,066.78 | |
| 2000-2 Arm 2 | $ | 7,392,296.17 | |
2001-1 Group 1 |
$ |
3,591,206.88 |
|
| 2001-1 Group 2 | $ | 556,724.67 | |
2001-2 Group 1 |
$ |
189,247.22 |
|
| 2001-2 Group 2 | $ | 7,315.67 | |
| Pool Series |
Amount Allocable to Interest |
||
|---|---|---|---|
| 2000-1 Fixed | $ | 17,495,443.08 | |
| 2000-1 Arm 1 | $ | 10,258,112.78 | |
| 2000-1 Arm 2 | $ | 9,993,003.17 | |
2000-2 Fixed |
$ |
8,583,903.85 |
|
| 2000-2 Arm 1 | $ | 14,908,471.65 | |
| 2000-2 Arm 2 | $ | 3,297,315.53 | |
2001-1 Group 1 |
$ |
4,074,467.07 |
|
| 2001-1 Group 2 | $ | 1,059,951.99 | |
2001-2 Group 1 |
$ |
1,036,591.72 |
|
| 2001-2 Group 2 | $ | 210,342.72 | |
| Pool Series |
Initial Collateralization |
Increases |
Balance at June 30, 2001 |
||||||
|---|---|---|---|---|---|---|---|---|---|
| 2000-1 Fixed | — | $ | 4,141,061.57 | $ | 4,141,061.57 | ||||
| 2000-1 Arm 1 | — | $ | 5,854,287.88 | $ | 5,854,287.88 | ||||
| 2000-1 Arm 2 | — | $ | 5,640,755.59 | $ | 5,640,755.59 | ||||
| TOTAL | — | $ | 15,636,105.04 | $ | 15,636,105.04 | ||||
2000-2 Fixed |
— |
$ |
2,412,333.26 |
$ |
2,412,333.26 |
||||
| 2000-2 Arm 1 | — | $ | 6,233,491.09 | $ | 6,233,491.09 | ||||
| 2000-2 Arm 2 | — | $ | 1,220,968.07 | $ | 1,220,968.07 | ||||
| TOTAL | — | $ | 9,866,792.42 | $ | 9,866,792.42 | ||||
2001-1 Group 1 |
— |
$ |
1,097,885.78 |
(1) |
$ |
1,097,885.78 |
(1) |
||
| 2001-1 Group 2 | — | — | — | ||||||
| TOTAL | — | $ | 1,097,885.78 | (1) | $ | 1,097,885.78 | (1) | ||
2001-2 Group 1 |
— |
$ |
7,003.99 |
(1) |
$ |
7,003.99 |
(1) |
||
| 2001-2 Group 2 | — | — | — | ||||||
| TOTAL | — | $ | 7,003.99 | (1) | $ | 7,003.99 | (1) | ||
| Pool Series |
Amount |
|
|---|---|---|
| 2000-1 | — | |
| 2000-2 | — | |
| 2001-1 | — | |
| 2001-2 | — |
| Pool Series |
Amount |
|
|---|---|---|
| 2000-1 | — | |
| 2000-2 | — | |
| 2001-1 | — | |
| 2001-2 | — |
| Pool Series |
Unreimbursed Advances |
|
|---|---|---|
| 2000-1 | — | |
| 2000-2 | — | |
| 2001-1 | — | |
| 2001-2 | — |
| Pool Series |
Amount |
|
|---|---|---|
| 2000-1 | — | |
| 2000-2 | — | |
| 2001-1 | — | |
| 2001-2 | — |
| Pool Series |
Amount |
||
|---|---|---|---|
| 2000-1 Fixed | $ | 183,839,233.82 | |
| 2000-1 Arm 1 | $ | 106,674,625.30 | |
| 2000-1 Arm 2 | $ | 108,474,557.20 | |
2000-2 Fixed |
$ |
136,845,599.78 |
|
| 2000-2 Arm 1 | $ | 246,123,411.63 | |
| 2000-2 Arm 2 | $ | 53,081,286.67 | |
2001-1 Group 1 |
$ |
115,164,900.37 |
|
| 2001-1 Group 2 | $ | 30,676,257.43 | |
2001-2 Group 1 |
$ |
125,340,332.39 |
|
| 2001-2 Group 2 | $ | 24,470,108.71 | |
| Pool Series |
30-59 Days |
60-89 Days |
90+ Days |
||||||
|---|---|---|---|---|---|---|---|---|---|
| 2000-1 Fixed | |||||||||
| Principal Balance | $ | 20,682,446.62 | $ | 7,359,202.08 | $ | 4,177,316.50 | |||
| Number of Loans | 302 | 110 | 64 | ||||||
2000-1 Arm 1 |
|||||||||
| Principal Balance | $ | 11,855,144.64 | $ | 5,587,490.14 | $ | 3,292,200.56 | |||
| Number of Loans | 144 | 67 | 37 | ||||||
2000-1 Arm 2 |
|||||||||
| Principal Balance | $ | 11,244,351.99 | $ | 5,765,433.23 | $ | 1,924,519.45 | |||
| Number of Loans | 123 | 53 | 27 | ||||||
2000-2 Fixed |
|||||||||
| Principal Balance | $ | 12,798,845.69 | $ | 3,963,236.23 | $ | 2,510,959.05 | |||
| Number of Loans | 178 | 70 | 52 | ||||||
2000-2 Arm 1 |
|||||||||
| Principal Balance | $ | 25,159,612.43 | $ | 12,102,111.89 | $ | 8,163,733.42 | |||
| Number of Loans | 277 | 121 | 89 | ||||||
2000-2 Arm 2 |
|||||||||
| Principal Balance | $ | 6,363,664.10 | $ | 1,811,612.92 | $ | 1,805,888.41 | |||
| Number of Loans | 39 | 16 | 13 | ||||||
2001-1 Group 1 |
|||||||||
| Principal Balance | $ | 11,061,313.51 | $ | 3,545,934.45 | $ | 1,526,235.61 | |||
| Number of Loans | 152 | 56 | 24 | ||||||
2001-1 Group 2 |
|||||||||
| Principal Balance | $ | 2,470,681.19 | $ | 1,066,205.73 | $ | 958,231.71 | |||
| Number of Loans | 32 | 10 | 9 | ||||||
2001-2 Group 1 |
|||||||||
| Principal Balance | $ | 2,488,240.56 | $ | 230,660.00 | — | ||||
| Number of Loans | 38 | 4 | — | ||||||
2001-2 Group 2 |
|||||||||
| Principal Balance | $ | 2,414,595.81 | — | — | |||||
| Number of Loans | 24 | — | — | ||||||
| Pool Series |
Loans in Foreclosure |
Loans in Bankruptcy |
||||
|---|---|---|---|---|---|---|
| 2000-1 Fixed | ||||||
| Principal Balance | $ | 8,187,446.83 | $ | 2,755,726.08 | ||
| Number of Loans | 129 | 39 | ||||
2000-1 Arm 1 |
||||||
| Principal Balance | $ | 7,964,772.96 | $ | 2,447,757.97 | ||
| Number of Loans | 97 | 28 | ||||
2000-1 Arm 2 |
||||||
| Principal Balance | $ | 7,936,963.55 | $ | 1,908,236.15 | ||
| Number of Loans | 100 | 13 | ||||
2000-2 Fixed |
||||||
| Principal Balance | $ | 4,877,662.76 | $ | 794,359.46 | ||
| Number of Loans | 62 | 13 | ||||
2000-2 Arm 1 |
||||||
| Principal Balance | $ | 12,921,939.50 | $ | 2,563,695.13 | ||
| Number of Loans | 143 | 25 | ||||
2000-2 Arm 2 |
||||||
| Principal Balance | $ | 3,454,796.39 | $ | 65,484.68 | ||
| Number of Loans | 21 | 2 | ||||
2001-1 Group 1 |
||||||
| Principal Balance | — | — | ||||
| Number of Loans | ||||||
2001-1 Group 2 |
||||||
| Principal Balance | — | — | ||||
| Number of Loans | ||||||
2001-2 Group 1 |
||||||
| Principal Balance | — | — | ||||
| Number of Loans | ||||||
2001-2 Group 2 |
||||||
| Principal Balance | — | — | ||||
| Number of Loans | ||||||
| Pool Series |
Certificate Principal Balance |
||
|---|---|---|---|
| 2000-1 Fixed | $ | 183,821,264.00 | |
| 2000-1 Arm 1 | $ | 106,664,543.27 | |
| 2000-1 Arm 2 | $ | 108,464,273.80 | |
2000-2 Fixed |
$ |
136,832,156.44 |
|
| 2000-2 Arm 1 | $ | 246,099,422.64 | |
| 2000-2 Arm 2 | $ | 53,076,100.63 | |
2001-1 Group 1 |
$ |
95,103,364.11 |
|
| 2001-1 Group 2 | $ | 25,272,334.04 | |
2001-2 Group 1 |
$ |
105,331,824.43 |
|
| 2001-2 Group 2 | $ | 20,913,206.06 | |