<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                -----------------

                                   FORM 10-K/A

(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, 1999

                                       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 333-46893-01

                            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) 210-5000
              (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 10-K. [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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           The Registrant filed its Form 10-K on September 28, 1999 and in that
filing the Registrant indicated that Exhibit 99.2 would be filed by amendment.
This amendment is being filed for the purpose of filing Exhibit 99.2.


                                     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)

4.1        Pooling and Servicing Agreement with respect to Registrant's Mortgage
           Pass-Through Certificates, Series 1998-C, dated September 1, 1998
           (incorporated by reference to Exhibit 4.1 to Registrant's Current
           Report on Form 8-K filed October 30, 1998)

4.2        Certificate Insurance Policy issued by MBIA Insurance Corporation,
           with respect to Registrant's Mortgage Pass-Through Certificates,
           Series 1998-C, dated September 25, 1998 (incorporated by reference to
           Exhibit 4.2 to Registrant's Current Report on Form 8-K filed October
           30, 1998)

10.1       Subsequent Transfer Agreement, dated as of September 28, 1998,
           between Aames Capital Corporation and Bankers Trust Company of
           California, N.A. (incorporated by reference to Exhibit 10.3 of
           Registrant's Current Report on Form 8-K filed October 30, 1998)

99.1       Annual Statement of Compliance, dated September 27, 1998, for
           Registrant's Mortgage Pass-Through Certificates, Series 1998-C

99.2       Report of Independent Accountants on Management's Assertion on
           Compliance with the Minimum Servicing Standards Set Forth in the
           Uniform Single Attestation Program for Mortgage Bankers issued by
           Ernst & Young LLP and dated as of August 26, 1999

99.3       Report Aggregating Certain Monthly Information to Certificateholders
           with respect to Registrant's Mortgage Pass-Through Certificates,
           Series 1998-C

(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:





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        1.    Current Report on Form 8-K dated July 22, 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 dated September 15, 1998 attaching
                  computational materials with respect to Aames Mortgage Trust
                  1998-C.

        3.    Current Report on Form 8-K dated September 17, 1998 attaching
                  computational materials with respect to Aames Mortgage Trust
                  1998-C.

        4.    Current Report on Form 8-K dated September 18, 1998 attaching
                  computational materials with respect to Aames Mortgage Trust
                  1998-C.

        5.    Current Report on Form 8-K dated September 18, 1998 attaching the
                  consent of accountants and opinion of counsel with respect to
                  Aames Mortgage Trust 1998-C.

        6.    Current Report on Form 8-K dated October 27, 1998 reporting shelf
                  registration of $2 billion of asset backed securities.

        7.    Current Report on Form 8-K dated October 29, 1998 attaching
                  monthly Statements to Certificateholders for Registrant's
                  Mortgage Pass-Through Certificates, Series 1998-C.

        8.    Current Report on Form 8-K dated November 30, 1998 attaching
                  monthly Statements to Certificateholders for Registrant's
                  Mortgage Pass-Through Certificates, Series 1998-C.

        9.    Current Report on Form 8-K dated December 31, 1998 attaching
                  monthly Statements to Certificateholders for Registrant's
                  Mortgage Pass-Through Certificates, Series 1998-C.

        10.   Current Report on Form 8-K dated January 25, 1999 attaching
                  monthly Statements to Certificateholders for Registrant's
                  Mortgage Pass-Through Certificates, Series 1998-C.

        11.   Current Report on Form 8-K dated March 1, 1999 attaching monthly
                  Statements to Certificateholders for Registrant's Mortgage
                  Pass-Through Certificates, Series 1998-C.

        12.   Current Report on Form 8-K dated March 22, 1999 attaching monthly
                  Statements to Certificateholders for Registrant's Mortgage
                  Pass-Through Certificates, Series 1998-C.

        13.   Current Report on Form 8-K dated April 26, 1999 attaching monthly
                  Statements to Certificateholders for Registrant's Mortgage
                  Pass-Through Certificates, Series 1998-C.




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        14.   Current Report on Form 8-K dated May 21, 1999 attaching monthly
                  Statements to Certificateholders for Registrant's Mortgage
                  Pass-Through Certificates, Series 1998-C.

        15.   Current Report on Form 8-K dated June 30, 1999 attaching monthly
                  Statements to Certificateholders for Registrant's Mortgage
                  Pass-Through Certificates, Series 1998-C.


(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 30, 1999          By: /s/  David A. Sklar
                                       ----------------------------------------
                                             David A. Sklar
                                             Executive Vice President - Finance
                                             Chief Financial Officer











<PAGE>   6

                                  EXHIBIT INDEX



<TABLE>
<CAPTION>
EXHIBIT               DOCUMENT
-------               --------
<S>        <C>
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 1998-C, dated September 1, 1998
           (incorporated by reference to Exhibit 4.1 to Registrant's Current
           Report on Form 8-K filed October 30, 1998)

4.2        Certificate Insurance Policy issued by MBIA Insurance Corporation,
           with respect to Registrant's Mortgage Pass-Through Certificates,
           Series 1998-C, dated September 25, 1998 (incorporated by reference to
           Exhibit 4.2 to Registrant's Current Report on Form 8-K filed October
           30, 1998)

10.1       Subsequent Transfer Agreement, dated as of September 28, 1998,
           between Aames Capital Corporation and Bankers Trust Company of
           California, N.A. (incorporated by reference to Exhibit 10.3 of
           Registrant's Current Report on Form 8-K filed October 30, 1998)

99.1       Annual Statement of Compliance, dated September 27, 1998, for
           Registrant's Mortgage Pass-Through Certificates, Series 1998-C

99.2       Report of Independent Accountants on Management's Assertion on
           Compliance with the Minimum Servicing Standards Set Forth in the
           Uniform Single Attestation Program for Mortgage Bankers issued by
           Ernst & Young LLP and dated as of August 26, 1999

99.3       Report Aggregating Certain Monthly Information to Certificateholders
           with respect to Registrant's Mortgage Pass-Through Certificates,
           Series 1998-C
</TABLE>