-----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, Bt0gmra82IO5/7QzZizMJB2oIFduzwGnYxIXKp8epvGqmUrwu0ebQ3A4lEDVfS5O hJ15m9+dh8vHSkG3gg4yEA== 0000950150-99-001088.txt : 19991227 0000950150-99-001088.hdr.sgml : 19991227 ACCESSION NUMBER: 0000950150-99-001088 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990928 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AAMES CAPITAL CORP CENTRAL INDEX KEY: 0000913951 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 954438859 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: SEC FILE NUMBER: 033-70636 FILM NUMBER: 99719052 BUSINESS ADDRESS: STREET 1: 350 SOUTH GRAND AVE 52ND FLOOR STREET 2: C/O GARY K JUDIS CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2132105000 MAIL ADDRESS: STREET 1: 350 SOUTH GRAND AVE STREET 2: 3731 WILSHIRE BLVD 2ND FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 10-K405 1 FORM 10-K FOR THE FISCAL YEAR ENDED 06/30/1999 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, 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 ---------- ---------- (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) 210-5000 -------------- (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) 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. 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-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. - ------------------------ * 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." 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 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 3 4 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. 4 5 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. 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 CORPORATION Dated: September 28, 1999 By: /s/ David A. Sklar ----------------------------------------- David A. Sklar Executive Vice President - Finance Chief Financial 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 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
EX-99.1 2 ANNUAL STATEMENT OF COMPLIANCE, DATED 9/27/98 1 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 ------------------------------- Daniel H. Relf Executive Vice President - National Loan Servicing EX-99.3 3 REPORT AGGREGATING CERTAIN MONTLY INFO.-CERT.HOLDE 1 EXHIBIT 99.3 1. The amount of such distribution allocable to principal
Pool Series Amount Allocable to Principal ----------- ----------------------------- 1998-C 45,555,690.18 Group 1 - Fixed Rate 39,033,225.74 Group 2 - Adjustable Rate
2. The amount of such distribution allocable to interest:
Pool Series Amount allocable to Interest ----------- ---------------------------- 1998-C 19,345,665.20 Group 1 - Fixed Rate 11,182,080.04 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 @6/30/99 ----------- ------------------------- --------- ---------------- 1998-C $0.00 $17,357,020.69 $17,357,020.69
4. Total amount of any insured payment included in the amount distributed
Pool Series Amount 1998-C $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 6/30/99):
Pool Series Amount 1998-C $0.00
6. The amount of unreimbursed monthly advances and/or servicing advances:
Pool Series Amount ----------- ------ 1998-C $3,667,298.69
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:
Pool Series Principal Balance 1998-C $354,300,846.59 Group 1 - Fixed Rate $228,467,258.18 Group 2 - Adjustable Rate
2 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-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
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:
Pool Series Loans in Foreclosure Loans in Bankruptcy 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
11. The certificate principal balance of each Class of Certificates:
Pool Series Certificate Principal Balance ----------- ----------------------------- 1998-C $344,444,309.82 Group 1 - Fixed Rate $220,966,774.26 Group 2 - Adjustable Rate
-----END PRIVACY-ENHANCED MESSAGE-----