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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) December 3, 1997
MLCC MORTGAGE INVESTORS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 333-14253 59-3247986
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
4802 Deer Lake Drive East 32246
Jacksonville, FL 32246 --------------
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(Address of Principal
Executive Offices)
Registrant's telephone number, including area code (904) 218-6000
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Item 5. Other Events
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Incorporation of Certain Documents by Reference
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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 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 Financial Group, Inc.
(formerly 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 September 30, 1997,
and for the periods ended September 30, 1997 and September 30, 1996, included
in the Quarterly Report on Form 10-Q of Ambac Financial Group, Inc. for the
period ended September 30, 1997 (which was filed with the Securities and
Exchange Commission on November 14, 1997) into (i) this Current Report on
Form 8-K; (ii) the Company's Registration Statement (File No. 333-14253); and
(iii) the prospectus supplement dated November 25, 1997 relating to Mortgage
Loan Asset Backed Pass-Through Certificates, Series 1997-B.
In connection with the incorporation of such documents by reference, the
Company is hereby filing the consent of KPMG Peat Marwick LLP to the use of
its name in such prospectus supplement. The consent of KPMG Peat Marwick LLP
is attached hereto as Exhibit 23.
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.
The following is filed herewith. The exhibit number corresponds with
Item 601(b) of Regulation S-K.
Exhibit No. Description
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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
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Name: Laurel Davis
Title: Vice President
and Assistant Secretary
Dated: December 2, 1997
Exhibit Index
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Exhibit Page
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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 (the "Prospectus Supplement"),
included in Form 8-K of the Registrant dated December 3, 1997, 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
December 3, 1997
BROWN & WOOD LLP
One World Trade Center
New York, New York 10048
Telephone: (212) 839-5300
Facsimile: (212) 839-5599
December 3, 1997
BY EDGAR
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Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: MLCC Mortgage Investors, Inc.
Mortgage Loan Asset Backed Certificates, Series 1997-B
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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
