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 19, 1997
MLCC 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)
333-14253 59-3247986
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(Commission File Number) (IRS Employer Identification No.)
MLCC Mortgage Investors, Inc.
4802 Deer Lake Drive East
Jacksonville, FL 32246
Attention: General Counsel
________________________________________________________________
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: 904-928-6000
Not applicable
_________________________________________________________________
(Former name or former address, if changed since last report)
Item 5. Other Events
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Filing of Independent Auditors' Consent.
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Filed herewith, as an exhibit to registrant's registration statement
(registration no. 333-14253), is the Independent Auditors' Consent of KPMG
Peat Marwick LLP.
Incorporation by reference of Financial Statements of AMBAC Indemnity
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Corporation
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The consolidated financial statements of AMBAC Indemnity Corporation and
its subsidiaries as of December 31, 1996 and 1995, and for each of the years
in the three-year period ended December 31, 1996, prepared in accordance with
generally accepted accounting principles, and the report with respect thereto
dated January 30, 1997 of KPMG Peat Marwick LLP, in each case included in the
Current Report on Form 8-K of AMBAC Inc. dated March 12, 1997 (Commission
File Number 1-10777), are hereby incorporated by reference into this report
on Form 8-K and into the registrant's registration statement (registration
no. 333-14253).
Item 7. Financial Statements, Pro Forma Financial
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Information and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
23.4 Independent Auditors Consent of KPMG Peat Marwick LLP
99. Consolidated Financial Statements of AMBAC Indemnity
Corporation and its subsidiaries as of December 31, 1996 and
1995, and for each of the three years in the three-year period
ended December 31, 1996, prepared in accordance with the
generally accepted accounting principles, and the report with
respect thereto dated January 30, 1997 of KPMG Peat Marwick
LLP (in each case, incorporated by reference to the Current
Report on Form 8-K of AMBAC Inc. dated March 12, 1997
(Commission File Number 1-10777))
SIGNATURES
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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.
MLCC MORTGAGE INVESTORS, INC.
By: /s/Laurel A. Davis
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Laurel A. Davis
Vice President &
Assistant Secretary
Dated: March 19, 1997
Exhibit Index
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Exhibit Page
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23.4 6
EXHIBIT 23.4
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
AMBAC Indemnity Corporation:
We consent to the incorporation by reference in the registration
statement (no. 333-14253) on Form S-3 of MLCC Mortgage Investors, Inc.
("Registrant") of our report dated January 30, 1997 with respect to the
consolidated financial statements of AMBAC Indemnity Corporation and
subsidiaries as of December 31, 1996 and 1995, and for each of the years in
the three-year period ended December 31, 1996, which report appears in the
Form 8-K of AMBAC Inc. dated March 12, 1997, and to the reference to our firm
under the heading "Experts" in the Prospectus Supplement of the Registrant
dated March 19, 1997.
KPMG Peat Marwick LLP
New York, New York
March 19, 1997
