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 (FEE REQUIRED)
For the fiscal year ended June 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from __________ to _____________
Commission file numbers 33-84816 and 33-99458
AAMES CAPITAL CORPORATION
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(Exact name of Registrant as specified in its charter)
California 95-4438859
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3731 Wilshire Boulevard, 10th floor
Los Angeles, California 90010
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(Address of principal executive offices) (ZIP Code)
(213) 351-6100
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
Title of each class which registered
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None Not Applicable
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Securities registered pursuant to Section 12(g) of the Act:
None
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(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 ninety 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.
AAMES CAPITAL CORPORATION
TABLE OF CONTENTS
Page
PART I
Item 1. Business
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Submission of Matters
to a Vote of Security Holders
PART II
Item 5. Market for Registrant's
Common Equity and Related Stockholder Matters
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis of
Financial Condition and
Results of Operations
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure
PART III
Item 10. Directors and Executive Officers of the Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners
and Management
Item 13. Certain Relationships and Related Transactions
PART IV
Item 14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K
EXHIBIT INDEX
PART I
Item 1. Business.
Not applicable.*<FN1>
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 1995-C,
1995-D, 1996-A and 1996-B.
As of June 30, 1996, there was one (1) holder of record of
each of Registrant's publicly registered Mortgage Pass-Through
Certificates, Series 1995-C, 1995-D, 1996-A and 1996-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.
_______________________
<FN1> * 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 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.
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 on 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 on October 21, 1993)
4.1 Pooling and Servicing Agreement with respect to
Registrant's Mortgage Pass- Through Certificates, Series 1995-C,
dated September 1, 1995 (incorporated by reference to Exhibit 4.1
to Registrant's Current Report on Form 8-K filed on
October 27, 1995)
4.2 Pooling and Servicing Agreement with respect to
Registrant's Mortgage Pass-Through Certificates, Series 1995-D,
dated December 1, 1995 (incorporated by reference to Exhibit 4.1 to
Registrant's Current Report on Form 8-K filed on January 24, 1996)
4.3 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 on April 29, 1996)
4.4 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 on July 26, 1996)
4.5 Certificate Insurance Policy with respect to Registrant's
Mortgage Pass-Through Certificates, Series 1995-C, dated
September 15, 1995 (incorporated by reference to Exhibit 4.2 to
Registrant's Current Report on Form 8-K filed on October 27, 1995)
4.6 Certificate Insurance Policy with respect to Registrant's
Mortgage Pass-Through Certificates, Series 1995-D, dated
December 12, 1995 (incorporated by reference to Exhibit 4.2 to
Registrant's Current Report on Form 8-K filed on January 24, 1996)
4.7 Certificate Insurance Policy with respect to
Registrant's Mortgage Pass-Through Certificates, Series 1996-A,
dated March 19, 1996 (incorporated by reference to Exhibit 4.2 to
Registrant's Current Report on Form 8-K filed on 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 on July 26, 1996)
28.1 Annual Statement of Compliance, dated September 26,
1996, for Registrant's Mortgage Pass-Through
Certificates, Series 1995-C, 1995-D, 1996-A and 1996-B
28.2 Report of Price Waterhouse LLP, dated August 12, 1996,
on Compliance with the Uniform Single Attestation
Program for Mortgage Bankers
28.3 Report Aggregating Certain Monthly Information to
Certificateholders with respect to Registrant's Mortgage
Pass-Through Certificates, Series 1995-C, 1995-D, 1996-A
and 1996-B.
(b) Reports on Form 8-K.
During the last quarter of the fiscal year ended June 30,
1996, the Registrant filed the following reports on Form 8-K:
1.Current Report on Form 8-K dated April 23, 1996
attaching monthly Statement to Certificateholders for
Registrant's Mortgage Pass-Through Certificates, Series
1996-A.
2.Current Report on Form 8-K dated May 15, 1996
attaching monthly Statements to Certificateholders for
Registrant's Mortgage Pass-Through Certificates, Series
1996-A.
3.Current Report on Form 8-K dated June 17, 1996
attaching the monthly Statement to Certificateholders
for Registrant's Mortgage Pass-Through Certificates,
Series, 1996-A.
(c) Exhibits required by Item 601 of Regulation S-K.
Described in subparagraph (a).
(d) Financial Statements.
Not applicable.
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
By: /s/ Gregory J. Witherspoon
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Gregory J. Witherspoon, Executive Vice President - Finance
and Chief Financial Officer
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
EXHIBIT INDEX
Sequential
Exhibit Document Page
Number
3.1 Registrant's Articles of Incorporation
(incorporated herein by reference to Exhibit 3.1
to Registrant's Registration Statement on Form S-11
3.2 Registrant's By-laws (incorporated herein by
reference to Exhibit 3.2 to Registrant's
Registration Statement on Form S-11 filed on
filed on October 21, 1993)
4.1 Pooling and Servicing Agreement with respect to
Registrant's Mortgage Pass-Through Certificates,
Series 1995-C, dated September 1, 1995
(incorporated by reference to Exhibit 4.1 to
Registrant's Current Report on Form 8-K filed on
filed on October 27, 1993)
4.2 Pooling and Servicing Agreement with respect to
Registrant's Mortgage Pass-Through Certificates,
Series 1995-D, dated December 1, 1995
(incorporated by reference to Exhibit 4.1 to
Registrant's Current Report on Form 8-K filed on
January 24, 1996)
4.3 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 on April 29, 1996)
4.4 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 on July 26, 1996)
4.5 Certificate Insurance Policy with respect to
Registrant's Mortgage Pass-Through Certificates, Series 1995-C,
dated September 15, 1995 (incorporated by reference to
Exhibit 4.2 to Registrant's Current Report on Form 8-K filed on
October 27, 1995)
4.6 Certificate Insurance Policy with respect to
Registrant's Mortgage Pass-Through Certificates,
Series 1995-D, dated December 12, 1995 (incorporated by
reference to Exhibit 4.2 to Registrant's Current Report on
Form 8-K filed on January 24, 1996)
4.7 Certificate Insurance Policy with respect to Registrant's
Mortgage Pass-Through Certificates, Series 1996-A, dated
March 19, 1996 (incorporated by reference to Exhibit 4.2
to Registrant's Current Report on Form 8-K filed on
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 on
July 26, 1996)
28.1 Annual Statement of Compliance dated September 26, 1996
for Registrant's Mortgage Pass-Through Certificates,
Series 1995-C, 1995-D, 1996-A and 1995-B
28.2 Report of Price Waterhouse LLP, dated August 12, 1996,
on Compliance with the Uniform Single Attestation Program
for Mortgage Bankers
28.3 Report Aggregating Certain Monthly Information to
Certificateholders with respect to Registrant's Mortgage
Pass-Through Certificates, SeriesSeries 1995-C, Series 1995-D,
Series 1996-A and Series 1996-B