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 16, 2000
Merrill Lynch Mortgage Investors, Inc.
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(Exact name of registrant as specified in its character)
Delaware
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(State or other jurisdiction of incorporation or organization)
333-81429 13-5674085
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(Commission File Number) (IRS Employer Identification No.)
Merrill Lynch Mortgage Investors, Inc.
250 Vesey Street
World Financial Center, North Tower
New York, New York 10281
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(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: 212-449-1000
Not applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events
Filing of Independent Auditors' Consent.
Filed herewith, as an exhibit to the registration statement
(registration no. 333-81429) of Merrill Lynch Mortgage Investors, Inc. (the
"Company"), is the Independent Auditors' Consent of KPMG LLP ("KPMG").
Incorporation by reference of Financial Statements of Ambac Assurance
Corporation
Pursuant to Rule 411 of Regulation C under the Securities Act of 1933
and in reliance on Ambac Assurance Corporation, SEC No-Action Letter (December
19, 1996), the Company will incorporate by reference the consolidated
financial statements of Ambac Assurance Corporation and subsidiaries as of
December 31, 1999 and December 31, 1998, and for each of the years in the
three year period ending December 31, 1999 included in the Current Report on
Form 8-K of Ambac Financial Group, Inc. (which was filed with the Securities
and Exchange Commission on March 13, 2000). Such financial statements will be
incorporated by reference in the prospectus supplement relating to the
Company's Sequoia Mortgage Trust 4 Mortgage Loan Asset Backed Pass-Through
Certificates, Class A. In connection with the incorporation of such documents
by reference, the Company is hereby filing the consent of KPMG to the use of
their name in such prospectus supplement. The consent of KPMG is attached
hereto as Exhibit 23.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
23.4 Independent Auditors Consent of KPMG LLP
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 hereunto duly authorized.
MERRILL LYNCH MORTGAGE
INVESTORS, INC.
By: /s/ Peter Cerwin
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Name: Peter Cerwin
Title: Vice President
Dated: March 16, 2000
Exhibit Index
Exhibit Page
23.4 6
EXHIBIT 23.4
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Ambac Assurance Corporation:
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We consent to the incorporation by reference in the registration
statement (No. 333-81429) of Merrill Lynch Mortgage Investors, Inc. (the
"Registrant"), and the Prospectus Supplement of the Registrant dated March 8,
2000 (the "Prospectus Supplement"), via the Form 8-K of the Registrant dated
March 16, 2000, of our report dated January 21, 2000 on the consolidated
financial statements of Ambac Assurance Corporation and subsidiaries as of
December 31, 1999 and 1998, and for each of the years in the three-year period
ended December 31, 1999, which report appears in the Current Report on Form
8-K of Ambac Financial Group, Inc. which was filed with the Securities and
Exchange Commission on March 13, 2000 and to the reference to our firm under
the heading "Experts" in the Prospectus Supplement.
/s/ KPMG LLP
New York, New York
March 16, 2000
