UNITED STATES
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, 2002
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 number 033-84816
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, 43rd Floor Los Angeles, California | 90071 | |
| (Address of principal executive offices) | (ZIP Code) |
(323) 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.
PART I
Item 1. Business.
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."
Item 2. Properties.
Not applicable.
Item 3. Legal Proceedings.
There are no material pending legal proceedings concerning Aames Mortgage Trust 2001-3, Aames Mortgage Trust 2001-4, or Aames Mortgage Trust 2002-1 (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 Aames Mortgage Trust 2001-3 and Aames Mortgage Trust 2001-4 is Countrywide Home Loans, Inc. and the Trustee under the Trusts is Bankers Trust Company of California, N.A. The Servicer with respect to Aames Mortgage Trust 2002-1 is Ocwen Federal Bank FSB and the Trustee under the Trust is Bankers Trust Company of California, N.A. For information about material litigation concerning Servicers or the Trustee, see the public filings of the Servicers 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.
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 2001-3, Mortgage Pass-Through Certificates, Series 2001-4 or Mortgage Pass-Through Certificates, Series 2002-1.
As of June 30, 2002, there was one (1) holder of record of each of Registrant's publicly registered Mortgage Pass-Through Certificates, Series 2001-3, Mortgage Pass-Through Certificates, Series 2001-4 and Mortgage Pass-Through Certificates, Series 2002-1 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.
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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 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
| (a) | List of documents filed as part of this report. | ||
| See Exhibit Index. | |||
| (b) | Reports on Form 8-K | ||
| During the last quarter of the fiscal year ended June 30, 2002, the Registrant filed the following reports on Form 8-K: | |||
| 1. | Current Report on Form 8-K dated April 3, 2002 attaching monthly Statements to Certificate holders for Registrant's Mortgage Pass-Through Certificates, Series 2001-3 and Mortgage Pass-Through Certificates, Series 2001-4. | ||
| 2. | Current Report on Form 8-K dated May 2, 2002 attaching monthly Statements to Certificate holders for Registrant's Mortgage Pass-Through Certificates, Series 2001-3, Mortgage Pass-Through Certificates, Series 2001-4 and Mortgage Pass-Through Certificates, Series 2002-1. | ||
| 3. | Current Report on Form 8-K dated June 5, 2002 attaching monthly Statements to Certificate holders for Registrant's Mortgage Pass-Through Certificates, Series 2001-3, Mortgage Pass-Through Certificates, Series 2001-4 and Mortgage Pass-Through Certificates, Series 2002-1. | ||
| (c) | Exhibits required by Item 601 of Regulation S-K. | ||
| See Exhibit Index. | |||
| (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 30, 2002 | By: | /s/ RONALD J. NICOLAS, JR. Ronald J. Nicolas, Jr. Executive 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 | Chief Executive Officer and Director (Principal Executive Officer) | September 30, 2002 | ||
/s/ RONALD J. NICOLAS, JR. Ronald J. Nicolas, Jr. | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | September 30, 2002 | ||
/s/ JON D. VAN DEUREN Jon D. Van Deuren | Senior Vice President, Chief Accounting Officer and Director (Principal Accounting Officer) | September 30, 2002 |
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CERTIFICATIONS
I, A. Jay Meyerson, certify that:
1. I have reviewed this annual report on Form 10-K of Aames Capital Corporation;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; and
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report.
Date: September 30, 2002
| /s/ A. JAY MEYERSON A. Jay Meyerson Chief Executive Officer (Principal Executive Officer) |
I, Ronald J. Nicolas, Jr., certify that:
1. I have reviewed this annual report on Form 10-K of Aames Capital Corporation;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; and
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report.
Date: September 30, 2002
| /s/ RONALD J. NICHOLAS, JR. Ronald J. Nicolas, Jr. Chief Financial Officer (Principal 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
| 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 2001-3, dated September 1, 2001 (incorporated by reference to Exhibit 4.1 to Registrant's Current Report on Form 8-K filed on behalf of Aames Mortgage Trust 2001-3 on October 26, 2001). | |
| 4.2 | Pooling and Servicing Agreement with respect to Registrant's Mortgage Pass-Through Certificates, Series 2001-4 dated December 1, 2001 (incorporated by reference to Exhibit 4.1 to Registrant's Current Report on Form 8-K filed on behalf of Aames Mortgage Trust 2001-4 on January 8, 2002). | |
| 4.3 | Pooling and Servicing Agreement with respect to Registrant's Mortgage Pass-Through Certificates, Series 2002-1, dated March 1, 2002 (incorporated by reference to Exhibit 4.1 to Registrant's Current Report on Form 8-K filed on behalf of Aames Mortgage Trust 2002-1 on April 11, 2002). | |
| 99.1 | Report of Ernst & young LLP, dated August 30, 2002, 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 2001-3, Mortgage Pass-Through Certificates, Series 2001-4, and Mortgage Pass-Through Certificates, 2002-1. | |
99.3 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |