- -------------------------------------------------------------------------------
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 28, 1996
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
(AS DEPOSITOR UNDER THE POOLING AND SERVICING AGREEMENT, DATED
AS OF MARCH 1, 1996, PROVIDING FOR THE ISSUANCE OF ASSET-BACKED
FLOATING RATE CERTIFICATES, SERIES 1996-AFF1)
Salomon Brothers Mortgage Securities VII, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 33-84924 13-3439681
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
Seven World Trade Center
NEW YORK, NEW YORK 10048
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code: (212) 783-5635
- -------------------------------------------------------------------------------
<PAGE>
-2-
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not applicable
(b) Not applicable
(c) Exhibits:
23.9. Consent of Coopers & Lybrand L.L.P., independent
auditors of the Insurer with respect to Asset-Backed Floating Rate Certificates,
Series 1996-AFF1, Class A-1.
<PAGE>
SIGNATURES
Pursuant to the requirements 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.
SALOMON BROTHERS MORTGAGE
SECURITIES VII, INC.
By: /S/ SUSAN WOODBURY
Susan Woodbury
Vice President
Dated: March 28, 1996
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in the Prospectus Supplement to the
Prospectus dated January 25, 1995 to Registration Statement No. 33-84924 of our
report dated February 1, 1995 on our audits of the consolidated financial
statements of MBIA Insurance Corporation and Subsidiaries (formerly known as
Municipal Bond Investors Assurance Corporation and Subsidiaries). We also
consent to the reference to our firm under the caption "Experts."
Coopers & Lybrand L.L.P.
March 21, 1996
New York, New York
