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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
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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 33-99458; 333-10185; and 333-21219
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) 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)
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.
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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 Trusts,
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 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 1996-A, 1996-B, 1996-C,
1996-D, 1997-A and 1997-B.
As of June 30, 1997, there was one (1) holder of record of each of
Registrant's publicly registered Mortgage Pass-Through Certificates,
Series 1996-A, 1996-B, 1996-C, 1996-D, 1997-A and 1997-B 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.
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* 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."
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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 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)
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4.1 Pooling and Servicing Agreement with respect to Registrant's Mortgage
Pass-Through Certificates, Series 1996-A, dated March 1, 1996
(incorporated by reference to Exhibit 4.1 to Registrant's Current Report
on Form 8-K filed April 29, 1996)
4.2 Pooling and Servicing Agreement with respect to Registrant's Mortgage
Pass-Through Certificates, Series 1996-B, dated June 1, 1996
(incorporated by reference to Exhibit 4.1 to Registrant's Current Report
on Form 8-K filed July 26, 1996)
4.3 Pooling and Servicing Agreement with respect to Registrant's Mortgage
Pass-Through Certificates, Series 1996-C, dated September 1, 1996
(incorporated by reference to Exhibit 4.1 to Registrant's Current Report
on Form 8-K filed October 29, 1996)
4.4 Pooling and Servicing Agreement with respect to Registrant's Mortgage
Pass-Through Certificates, Series 1996-D, dated December 1, 1996
(incorporated by reference to Exhibit 4.1 to Registrant's Current Report
on Form 8-K filed January 29, 1997)
4.5 Pooling and Servicing Agreement with respect to Registrant's Mortgage
Pass-Through Certificates, Series 1997-A, dated March 1, 1997
(incorporated by reference to Exhibit 4.1 of Registrant's Current Report
on Form 8-K filed April 29, 1997)
4.6 Pooling and Servicing Agreement with respect to Registrant's Mortgage
Pass-Through Certificates, Series 1997-B, dated June 1, 1997 (incorporated
by reference to Exhibit 4.1 to Registrant's Current Report on Form 8-K
filed July 29, 1997)
4.7 Certificate Insurance Policy with respect to Registrant's Mortgage
Pass-Through Certificates, Series 1996-A, dated March 16, 1996
(incorporated by reference to Exhibit 4.2 to Registrant's Current Report
on Form 8-K filed April 29, 1996)
4.8 Certificate Insurance Policy with respect to Registrant's Mortgage
Pass-Through Certificates, Series 1996-B, dated June 27, 1996
(incorporated by reference to Exhibit 4.2 to Registrant's Current Report
on Form 8-K filed July 26, 1996)
4.9 Certificate Insurance Policy with respect to Registrant's Mortgage
Pass-Through Certificates, Series 1996-C, dated September 17, 1996
(incorporated by reference to Exhibit 4.2 to Registrant's Current Report
on Form 8-K fileD September 29, 1996)
4.10 Certificate Insurance Policy with respect to Registrant's Mortgage
Pass-Through Certificates, Series 1996-D, dated December 27, 1996
(incorporated by reference to Exhibit 4.2 to Registrant's Current
Report on Form 8-K filed January 29, 1996)
28.1 Annual Statement of Compliance, dated September 26, 1997, for Registrant's
Mortgage Pass-Through Certificates, Series 1996-A, 1996-B, 1996-C, 1996-D,
1997-A and 1997-B
28.2 Report of Price Waterhouse LLP, dated August 25, 1997, on Compliance with
the Uniform Single Attestation Program for Mortgage Bankers
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28.3 Report Aggregating Certain Monthly Information to Certificateholders
with respect to Registrant's Mortgage Pass-Through Certificates,
Series 1996-A, 1996-B, 1996-C 1996-D, 1997-A and 1997-B.
(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 Certificateholders for Registrant's Mortgage
Pass-Through Certificates, Series 1996-A, 1996-B, 1996-C, 1996-D
and 1997-A.
2. Current Report on Form 8-K dated May 15, 1997 attaching monthly
Statements to Certificateholders for Registrant's Mortgage
Pass-Through Certificates, Series 1996-A, 1996-B, 1996-C, 1996-D
and 1997-A.
3. Current Report on Form 8-K dated June 25, 1997 attaching monthly
Statements to Certificateholders for Registrant's Mortgage
Pass-Through Certificates, Series, 1996-A, 1996-B, 1996-C, 1996-D
and 1997-A.
(c) Exhibits required by Item 601 of Regulation S-K.
Described in subparagraph (a).
(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 26, 1997 By: /s/ Mark E. Elbaum
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Mark E. Elbaum
Senior Vice President-
Finance
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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 1996-A, dated March 1,
1996 (incorporated by reference to Exhibit 4.1 to Registrant's
Current Report on Form 8-K filed April 29, 1996)
4.2 Pooling and Servicing Agreement with respect to Registrant's
Mortgage Pass-Through Certificates, Series 1996-B, dated June 1,
1996 (incorporated by reference to Exhibit 4.1 to Registrant's
Current Report on Form 8-K filed July 26, 1996)
4.3 Pooling and Servicing Agreement with respect to Registrant's
Mortgage Pass-Through Certificates, Series 1996-C, dated September
1, 1996 (incorporated by reference to Exhibit 4.1 to Registrant's
Current Report on Form 8-K filed October 29, 1996)
4.4 Pooling and Servicing Agreement with respect to Registrant's Mortgage
Pass-Through Certificates, Series 1996-D, dated December 1, 1996
(incorporated by reference to Exhibit 4.1 to Registrant's Current
Report on Form 8-K filed January 29, 1997)
4.5 Pooling and Servicing Agreement with respect to Registrant's Mortgage
Pass-Through Certificates, Series 1997-A, dated March 1, 1997
(incorporated by reference to Exhibit 4.1 to Registrant's Current Report
on Form 8-K filed April 29, 1997)
4.6 Pooling and Servicing Agreement with respect to Registrant's
Mortgage Pass-Through Certificates, Series 1996-B, dated June 1,
1997 (incorporated by reference to Exhibit 4.1 to Registrant's
Current Report on Form 8-K filed July 29, 1997)
4.7 Certificate Insurance Policy with respect to Registrant's Mortgage
Pass-Through Certificates, Series 1996-A, dated March 16, 1996
(incorporated by reference to Exhibit 4.2 to Registrant's Current Report
on Form 8-K filed April 29, 1996)
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4.8 Certificate Insurance Policy with respect to Registrant's Mortgage
Pass-Through Certificates, Series 1996-B, dated June 27, 1996
(incorporated by reference to Exhibit 4.2 to Registrant's Current Report
on Form 8-K filed July 26, 1996)
4.9 Certificate Insurance Policy with respect to Registrant's Mortgage
Pass-Through Certificates, Series 1996-C, dated September 17, 1996
(incorporated by reference to Exhibit 4.2 to Registrant's Current
Report on Form 8-K filed September 29, 1996)
4.10 Certificate Insurance Policy with respect to Registrant's Mortgage
Pass-Through Certificates, Series 1996-D, dated December 27, 1996
(incorporated by reference to Exhibit 4.2 to Registrant's Current
Report on Form 8-K filed January 29, 1996)
28.1 Annual Statement of Compliance, dated September 26, 1997, for
Registrant's Mortgage Pass-Through Certificates, Series 1996-A,
1996-B, 1996-C, 1996-D, 1997-A and 1997-B
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 Certificate-holders
with respect to Registrant's Mortgage Pass-Through Certificates,
Series 1996-A, 1996-B, 1996-C, 1996-D, 1997-A and 1997-B