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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest Event
Reported): March 23, 1999
MERRILL LYNCH MORTGAGE INVESTORS, INC.
(Exact name of registrant as specified in its charter)
Delaware 333-39127 13-5674085
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
250 Vesey Street
World Financial Center, North Tower
New York, New York 10281
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (212) 449-1000
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Item 5. Other Events.
Filing of Certain Materials
Pursuant to Rule 424(b)(1) under the Securities Act of 1933, as
amended, concurrently with, or subsequent to, the filing of this Current
Report on Form 8-K (the "Form 8-K"), Merrill Lynch Mortgage Investors, Inc.
(the "Company") is filing a prospectus and a prospectus supplement with the
Securities and Exchange Commission (the "Commission") relating to its Home
Equity Loan Asset Backed Certificates, Series 1999-1 (the "Certificates").
Incorporation of Certain Documents by Reference
The consolidated financial statements of Ambac Assurance Corporation
and its subsidiaries as of December 31, 1997 and December 31, 1996, and for
each of the years in the three year period ended December 31, 1997, included
in the Annual Report on Form 10-K of Ambac Financial Group, Inc. (which was
filed with the Securities and Exchange Commission on March 31, 1998) and the
unaudited consolidated financial statements of Ambac Assurance Corporation and
its subsidiaries as of September 30, 1998, and for the periods ended September
30, 1998 and September 30, 1997, included in the Quarterly Report on Form 10-Q
of Ambac Financial Group, Inc. for the period ended September 30, 1998 (which
was filed with the Securities and Exchange Commission on November 13, 1998)
are hereby incorporated by reference in (i) this Current Report on Form 8-K;
(ii) the prospectus; and (iii) the prospectus supplement for Banc One
Financial Services Home Equity Loan Trust 1999-1, Home Equity Loan Asset
Backed Certificates, Series 1999-1, and shall be deemed to be part hereof and
thereof.
In connection with the issuance of the Class A Certificates, the Company
is filing herewith the consent of KPMG LLP ("KPMG") to the use of their name
and the incorporation by reference of their report in the prospectus and the
prospectus supplement relating to the issuance of the Class A Certificates.
The consent of KPMG is attached hereto as Exhibit 23.1
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* Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them in the prospectus dated March 23, 1999 and the
prospectus supplement dated March 23, 1999 (collectively, the "Prospectus"),
of Merrill Lynch Mortgage Investors, Inc., relating to its Home Equity Loan
Asset Backed Certificates, Series 1999-1.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
23.1 Consent of KPMG
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
MERRILL LYNCH MORTGAGE INVESTORS,
INC.
By: /s/ Michael M. McGovern
Name: Michael M. McGovern
Title: Secretary
Dated: March 29, 1999
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Exhibit Index
Exhibit Page
23.1 Consent of KPMG LLP
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Ambac Assurance Corporation:
We consent to the incorporation by reference in the registration
statement (No. 333-39127) of Merrill Lynch Mortgage Investors, Inc.
(the "Registrant") and the Prospectus Supplement of the Registrant
(the "Prospectus Supplement"), via the Form 8-K of the Registrant
dated March 25, 1999, of our report dated January 29, 1998 on the
consolidated financial statements of Ambac Assurance Corporation and
subsidiaries as of December 31, 1997 and 1996, and for each of the
years in the three-year period ended December 31, 1997 which report
appears in the Form 10-K of Ambac Financial Group, Inc. which was
filed with the Securities and Exchange Commission on March 31, 1998
and to the reference to our firm under the heading "Experts" in the
Prospectus Supplement.
/s/ KPMG LLP
New York, New York
March 25, 1999
