SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended
December 31, 2002
Commission file number: 333-54184-07
AAMES CAPITAL CORP MOTRGAGE PASS THROUGH CERTS SER 2002 2
(Exact name of Registrant as specified in its Charter)
CALIFORNIA 94-4619902
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification Number)
350 South Grand 43rd Floor
Los Angeles, CA 90071
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(323) 210-5000
Securities registered pursuant to Section 12(b) of the Act:
none
Securities registered pursuant to Section 12(g) of the Act:
none.
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 the
Form 10-K or any amendment to this Form 10-K. [ ].
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates of the registrant as of December 31,2002.
NOT APPLICABLE.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of December 31,2002.
NOT APPLICABLE
DOCUMENTS INCORPORATED BY REFERENCE
None
PART I
ITEM 1. Business.
Omitted.
ITEM 2. Properties.
Omitted
ITEM 3. Legal Proceedings.
None.
ITEM 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of Certificateholders during the
fiscal year covered by this report.
PART II
ITEM 5. Market for Registrant's Common Equity and Related Stockholder
Matters.
The Trust does not issue stock.
There is currently no established public trading market for Registrant's
Certificates. Registrant believes the Certificates are traded primarily
in intra-dealer markets and non-centralized inter-dealer markets.
As of December 31,2002 the number of registered holders of all class of
Certificates was 6.
ITEM 6. Selected Financial Data.
Omitted.
ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Omitted.
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk.
Omitted.
ITEM 8. Financial Statements and Supplementary Data.
Omitted.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
PART III
ITEM 10. Directors and Executive Officers of Registrant.
Not Applicable.
ITEM 11. Executive Compensation.
Not Applicable.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management.
Security ownership of certain beneficial owners. Under the Pooling
and Servicing Agreement governing the Trust, the holders of the
Certificates generally do not have the right to vote and are prohibited
from taking part in management of the Trust. For purposes of this Item
and Item 13 only, however, the Certificateholders are treated as "voting
security" holders.
As of December 31, 2002, the following are the only persons known to the
Registrant to be the beneficial owners of more than 5% of any class of
voting securities:
CEDEFAST
CEDE & CO FAST
P.O. BOX 20
BOWLING GREEN STATION
NEW YORK, NEW YORK, 10274
SERIES 2002-2
CLASS A-1
$231.000,000
100.0%
CEDEFAST
CEDE & CO FAST
P.O. BOX 20
BOWLING GREEN STATION
NEW YORK, NEW YORK, 10274
SERIES 2002-2
CLASS A-2
$33,600,000
100.0%
CEDEFAST
CEDE & CO FAST
P.O. BOX 20
BOWLING GREEN STATION
NEW YORK, NEW YORK, 10274
SERIES 2002-2
CLASS M-1
$17,325,000
100.0%
CEDEFAST
CEDE & CO FAST
P.O. BOX 20
BOWLING GREEN STATION
NEW YORK, NEW YORK, 10274
SERIES 2002-2
CLASS M-2
$12,600,000
100.0%
CEDEFAST
CEDE & CO FAST
P.O. BOX 20
BOWLING GREEN STATION
NEW YORK, NEW YORK, 10274
SERIES 2002-2
CLASS M-3
$11,025,000
100.0%
CEDEFAST
CEDE & CO FAST
P.O. BOX 20
BOWLING GREEN STATION
NEW YORK, NEW YORK, 10274
SERIES 2002-2
CLASS B-1
$9,450,000
100.0%
ITEM 13. Certain Relationships and Related Transactions.
None
ITEM 14. Controls and Procedures
NOT APPLICABLE
PART IV
ITEM 15. Exhibits, Financial Statement Schedules, and Reports on Form
8-K.
(a) The following is a list of documents filed as part of this Annual
Report on Form 10-K:
EXHIBITS 99.1 and 99.2
(b) The following reports on Form 8-K were filed during the period covered
by this report.
There were no Form 8-K filed on behalf of this deal during the period
covered by this report.
(c) The exhibits required to be filed by Registrant pursuant to Item 601
of Regulation S-K are listed above and in the Exhibit Index that
immediately follows the signature page hereof.
(d) Not Applicable. The Trust does not have any subsidiaries or
affiliates. Therefore, no financial statements are filed with respect to
subsidiaries or affiliates.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
By: Aames Capital Acceptance Corporation
as Depositor on behalf of the Registrant
By: /s/: Jon D. Van Deuren
Jon D. Van Deuren
Senior Vice President, Finance
Date: April 11,2003
CERTIFICATION
I, Jon D. Van Deuren, Senior Vice President-Finance of Aames Capital Acceptance
Corporation, certify that:
1. I have reviewed this annual report on Form 10-K for the fiscal year ending
December 31,2002, of Aames Capital Corporation Mortgage Pass Through
Certificates Series 2002-2, and all other reports containing distribution
information for the period covered by this annual report;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, this report includes all the financial information
required to be provided to the trustee under the governing documents of the
issuer; and
4. Based on my review of the servicer's annual statement of compliance, the
servicer has complied with its servicing obligations and minimum servicing
standards.
/s/: Jon D. Van Deuren
Name: Jon D. Van Deuren
Title: Senior Vice President, Finance
Aames Capital Acceptance Corporation
Date: April 11, 2003
EXHIBIT INDEX
Exhibit Document
99.1 Servicer's Annual Statement of Compliance for Year End
December 31,2002.
99.2 Servicer's Annual Independent Accountant's Report for Year End
December 31,2002.
99.1
Countrywide
Home Loans Logo Here
400 Countrywide Way
Simi Valley, California, 93065-6398
(805) 520-5100
Deutsche Bank National Trust Co
1761 East St, Andrew Place
Santa Ana, CA 92705
Re: Aames 2002-2
OFFICER"S CERTIFICATE
I, Joseph M. Candelario, hereby certify that I am the First Vice President Loan
Administration of Countrywide Home Loans, Inc, fka Countrywide funding
Corporations. I further certify, with respect to the Servicing Agreements for
Countrywide Mortgage Obligations, Inc, the following:
I have reviewed the activities and performances of the Servicer during the
fiscal year ended December 31,2002 under the Agreements and, to the best of
my knowledge, based on my review, the Servicer has fulfilled all of its
duties,responsibilities or obligations under the Agreement throughout the
fiscal year.
/s/: Joseph M Candelario 4/10/03
Joseph M Candelario Date
First Vice President
Compliance Officer
Loan Administration
Re: Investor Number 7003008 and 7003009
99.2
Grant Thornton logo here
Accounts and Management Consultants
REPORT OF INDEPENDENT ACCOUNTS ON MANAGEMENT'S
ASSERTION ON COMPLIANCE WITH MINIMUM SERVICING STANDARDS
SET FORTH IN THE UNIFORM SINGLE ATTESTATION PROGRAM FOR
MORTGAGE BANKERS
Board of Directors
Countrywide Financial Corporation
We have examined management's assertion about Countrywide Financial Corporation
(formerly Countrywide Credit Industries, Inc.) and Subsidiaries' (including
its wholly-owned subsidiary, Countrywide Home Loan, Inc., ("CHL") and
Countrywide Home Loans Servicing, L.P., a wholly-owned subsidiary of CHL)
("the company") compliance with the minimum servicing standards identified in
the Mortgage bankers Association of America's Uniform Single Attestation
Program for Mortgage Brokers (USAP) as of and for the year ended December 31,
2002 including in the accompanying management assertion. Our responsibility
is to express an opinion on management's assertion about the entity's
compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accounts and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
minimum servicing standards and performing a reasonable basis for our opinion.
Our examination does not provide a legal determination on the Company's
compliance with the minimum servicing standards.
In our opinion, management's assertion that Countywide Financial Corporation
and Subsidiaries (including its wholly-owned subsidiary, Countrywide Home
Loans, Inc. and Countrywide Home Loans Servicing L.P., a wholly-owned
subsidiary of CHL) complied with the aforementioned minimum servicing standards
as of and for the year ended December 31,2002 is fairly stated, in all
material respects, except as disclosed in the attached Schedule of Findings.
/s/: Grant Thornton LLP
Los Angeles, California
February 28,2003
Suite 300
1000 Wilshire Blvd
Los Angeles, CA 90017-2464
T 213.627.1717
F 213.624.6793
W www.grantthornton.com
Grant Thornton LLP
US Member of Grant Thornton International
Countrywide Financial Corporation
SCHEDULE OF FINDINGS
December 31,200
Statement of Condition:
Interest on payoffs for four (4) states was not properly credited to the
mortgagor per the respective state laws due to a programming error that was
not correctly identifying when the Company should be paying, or crediting,
the mortgagor.
Criteria:
The Uniform Single Attestation Program for Mortgage Brokers, Section V, Item 4
requires that interest on escrow accounts shall be paid, or credited, to
mortgagors in accordance with the applicable state laws.
Effect:
The Company was mot properly paying, or crediting, the mortgagors for interest
on payoffs during the year ended 2002.
Recommendation:
The Company should identify all borrowers who are affected and refund the
interest immediately. The Company should also remedy the programming error so
that the system will properly identify when the mortgagor should be paid, or
credited, for the interest on payoffs.
Corrective Action Plan:
The Company investigated this matter and identified the programming error.
The programming error was corrected as of February 10,2003. The Company
identified all mortgagors affected and will send a refund to each customer
that would have received a refund ar payoff had the error not occurred. The
Company expects payment to the mortgagors to occur by April 30, 2003. The
Company's Legal Department is also revalidating the interest on escrow rules
for all states. The Company's Internal Audit Department will be performing
testing in this area to ensure proper interest credit to mortgagors where
applicable.
Countywide Logo Here
Thomas K McLaughlin 4500 Park Granada
Managing Director Calabasas, California 91302-1613
Chief Financial Officer (818) 225-3508
February 28,2003
Grant Thornton LLP
100 Wilshire Boulevard
Suite 300
Los Angeles, California 90017
Gentleman:
As of and for the year ended December 31,2002, countrywide Financial
Corporation (formerly Countrywide Credit Industries, Inc.,) and Subsidiaries
(which include its wholly-owned subsidiary, Countrywide Home Loans, Inc.
("CHL"), and Countrywide Home Loan Servicing L.P., a wholly owned subsidiary of
CHL) (the "company") has complied in all material respects with the minimum
servicing standareds set forth in the Mortgage Bankers Association of America's
Uniform Single Attestation for Mortgage bankers, except as disclosed in the
attached Schedule of Findings to the report. As of and for this same period,
the Company had in effect a fidelity bond and errors and omissions policy in
the amount of $215 million and $240 million, respectively.
The Company investigated the matter noted in the Schedule of Findings and
identified a programming error. The programming error was corrected as of
February 10,2003. The Company identified all mortgagors affected and will send
a refund to each customer that would have received a refund at payoff had the
error not occurred. The Company expects payment to the mortgagors to occur by
April 30, 2003. The Company's Legal Department is also revalidating the
interest on escrow rules for all sates. The Company's Internal Audit
Department will be performing testing in this area to ensure proper interest
credit to mortgagors where applicable.
Sincerely,
/s/: Thomas K McLaughlin
Thomas K McLaughlin
Senior Managing Director and
Chief Financial Officer