------------------------------------------------------------------
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) October 23, 1997
MLCC MORTGAGE INVESTORS, INC.
(Exact name of registrant as specified in its charter)
Delaware 333-14253 59-3247986
---------------------------- -------------- ---------------------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
4802 Deer Lake Drive East
Jacksonville, FL 32246 32246
- ------------------------------- -----------------
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (904) 218-6000
----- --------
------------------------------------------------------------------
Item 5. Other Events
- ----------------------
Incorporation of Certain Documents by Reference
- -----------------------------------------------
Pursuant to Rule 411 of Regulation C under the Securities Act of 1933
and in reliance on AMBAC Indemnity Corporation, SEC No-Action Letter
(December 19, 1996), MLCC Mortgage Investors, Inc., (the "Company") will
incorporate by reference into the Company's registration statement (File
No. 333-14253), the consolidated financial statements of Ambac Assurance
Corporation and its subsidiaries as of December 31, 1996 and December 31,
1995, and for the three year period ended December 31, 1996, included in the
Current Report on Form 8-K of AMBAC Inc. (which was filed with the Securities
and Exchange Commission on March 12, 1997) and the consolidated financial
statements of Ambac Assurance Corporation and its subsidiaries as of June 30,
1997, and for the periods ended June 30, 1997 and June 30, 1996, included in
the Quarterly Report on Form 10-Q of Ambac Financial Group, Inc. for the period
ended June 30, 1997 (which was filed with the Securities and Exchange
Commission on August 14, 1997). Such financial statements will be referred to
in the prospectus supplement dated October 23, 1997 relating to ML Revolving
Home Equity Loan Asset Backed Certificates, Series 1997-1. In connection with
the incorporation of such documents by reference, the Company is hereby filing
the consent of KPMG Peat Marwick LLP in such prospectus supplement. The
consent of KPMG Peat Marwick LLP is attached hereto as Exhibit 23.
Item 7. Financial Statements, Pro Forma Financial
- ---- -----------------------------------------
Information and Exhibits.
------------------------
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
The following is filed herewith. The exhibit number corresponds with
Item 601(b) of Regulation S-K.
Exhibit No. Description
----------- -----------
23 Consent of KPMG Peat Marwick 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.
MLCC MORTGAGE INVESTORS, INC.
By: /s/ LAUREL DAVIS
------------------------------------
Name: Laurel Davis
Title: Vice President &
Assistant Secretary
Dated: October 23, 1997
Exhibit Index
-------------
Exhibit Page
- --------------------------------------------------------------------------
23. Consent of KPMG Peat Marwick LLP 6
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Ambac Assurance Corporation
We consent to the incorporation by reference in the registration statement
(No. 333-14253) MLCC Mortgage Investors, Inc., (the "Registrant") and in the
Prospectus Supplement of the Registrant dated October 23, 1997 (the
"Prospectus Supplement") of our report dated January 30, 1997 on the
consolidated financial statements of Ambac Assurance Corporation (formerly
AMBAC Indemnity Corporation) 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 Financial Group, Inc., (formerly AMBAC Inc.)
dated March 12, 1997 and to the reference to our firm under the heading
"Experts" in the Prospectus Supplement.
/s/ KPMG Peat Marwick LLP
New York, New York
October 23, 1997
BROWN & WOOD LLP
One World Trade Center
New York, New York 10048
Telephone: (212) 839-5300
Facsimile: (212) 839-5599
October 23, 1997
BY EDGAR
- --------
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: MLCC Mortgage Investors, Inc.
ML Relvoving Home Equity Loan
Asset Backed Certificates, Series 1997-1
----------------------------------------
Ladies and Gentlemen:
On behalf of MLCC Mortgage Investors, Inc. (the "Company"), we enclose
herewith for filing, pursuant to the Securities and Exchange Act of 1934, the
Company's Current Report on Form 8-K, including, as an exhibit thereto, a
consent of KPMG Peat Marwick LLP in connection with the above-referenced
transaction.
Very truly yours,
/s/ James Lee
James Lee
Enclosure
