ITEM 1. BUSINESS.
Not applicable.*
ITEM 2.
ITEM 2. PROPERTIES.
Not applicable.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS.
There are no material pending legal proceedings concerning Aames Mortgage Trust 1997-C, Aames Mortgage Trust 1997-D or Aames Mortgage Trust 1998-A (collectively, the "Trusts"), 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.
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.
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 1997-C, 1997-D and 1998-A.
As of June 30, 1998, there was one (1) holder of record of each of Registrant's publicly registered Mortgage Pass-Through Certificates, Series 1997-C, 1997-D and 1998-A 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.
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."
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Not applicable.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Not applicable.
ITEM 9.
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.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Not applicable.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION.
Not applicable.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Not applicable.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Not applicable.
PART IV
ITEM 14.
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 1997-C, dated September 1, 1997 (incorporated by
reference to Exhibit 4.1 to Registrant's Current Report on Form 8-K filed October 10, 1997)
4.2 Pooling and Servicing Agreement with respect to Registrant's Mortgage Pass-Through Certificates, Series 1997-D, dated December 1, 1997 (incorporated by reference to Exhibit 4.1 to Registrant's Current Report on Form 8-K filed January 28, 1998)
4.3 Pooling and Servicing Agreement with respect to Registrant's Mortgage Pass-Through Certificates, Series 1998-A, dated March 1, 1998 (incorporated by reference to Exhibit 4.1 to Registrant's Current Report on Form 8-K/A filed April 30, 1998)
4.4 Financial Guaranty Insurance Policy issued by Financial Security Assurance Inc., with respect to Registrant's Mortgage Pass-Through Certificates, Series 1997-D, dated December 19, 1997 (incorporated by reference to Exhibit 4.2 to Registrant's Current Report on Form 8-K filed January 28, 1998)
4.5 Financial Guaranty Insurance Policy issued by Financial Security Assurance Inc., with respect to Registrant's Mortgage Pass-Through Certificates, Series 1998-A, dated March 30, 1998 (incorporated by reference to Exhibit 4.2 to Registrant's Current Report on Form 8-K/A filed April 30, 1998)
10.1 Subsequent Transfer Agreement, dated as of December 19, 1997, between Aames Capital Corporation and Bankers Trust Company of California, N.A. (incorporated by reference to Exhibit 10.1 of Registrant's Current Report on Form 8-K filed January 28, 1998)
10.2 Subsequent Transfer Agreement, dated as of March 30, 1998, between Aames Capital Corporation and Bankers Trust Company of California, N.A. (incorporated by reference to Exhibit 10.1 of Registrant's Current Report on Form 8-K/A filed April 30, 1998)
99.1 Annual Statements of Compliance, dated September 1, 1998, for Registrant's Mortgage Pass-Through Certificates, Series 1997-C, 1997-D and 1998-A
99.2 Report of PRICEWATERHOUSECOOPERS LLP, dated August 6, 1998, on Compliance with the Uniform Single Attestation Program for Mortgage Bankers
99.3 Report Aggregating Certain Monthly Information to Certificateholders with respect to Registrant's Mortgage Pass-Through Certificates, Series 1997-C, 1997-D and 1998-A
(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 April 27, 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/A dated April 29, 1998 attaching final information with respect to Aames Mortgage Trust 1998-A.
3. Current Report on Form 8-K dated May 27, 1998 attaching monthly Statements to Certificateholders for Registrant's Mortgage Pass-Through Certificates, Series 1997-C, 1997-D and 1998-A.
4. Current Report on Form 8-K dated June 23, 1998 attaching monthly Statements to Certificateholders for Registrant's Mortgage Pass-Through Certificates, Series, 1997-C, 1997-D and 1998-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
Dated: September 28, 1998 By: /s/ CARY H. THOMPSON ------------------------------------ Cary H. Thompson Chief Executive 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
EXHIBIT INDEX (Continued)