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 16, 1999
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
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(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: 904-928-6000
Not applicable
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(Former name or former address, if changed since last report)
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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 LLP.
Incorporation by reference of Financial Statements of AMBAC Indemnity
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Corporation
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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, 1998 and December 31, 1997, and for each of the years in the
three year period ending December 31, 1998 included in the Annual Report on
Form 10-K of Ambac Financial Group, Inc. (which was filed with the Securities
and Exchange Commission on March 30, 1999) and the unaudited consolidated
financial statements of Ambac Assurance Corporation and subsidiaries as of
September 30, 1999 and for the periods ended September 30, 1999 and September
30, 1998 included in the quarterly report on Form 10-Q of Ambac Financial
Group, Inc. for the period ended September 30, 1999 (which was filed with the
Securities and Exchange Commission on November 12, 1999). Such financial
statements will be referred to in the prospectus supplement relating to the
Company's Mortgage Loan Asset Backed Pass-Through Certificates, Series 1999-A.
In connection with the incorporation of such documents by reference, the
Company is hereby filing the consent of KPMG LLP ("KPMG") to the use of their
name in such prospectus supplement. The consent of KPMG is attached hereto as
Exhibit 23.
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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 LLP
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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: December 16, 1999
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Exhibit Index
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Exhibit Page
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23.4 6
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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) of MLCC Mortgage Investors, Inc.. (the
"Registrant"), and the Prospectus Supplement of the Registrant (the
"Prospectus Supplement"), via the Form 8-K of the Registrant dated December
16, 1999, of our report dated January 27, 1999 on the consolidated financial
statements of Ambac Assurance Corporation and subsidiaries as of December 31,
1998 and 1997, and for each of the years in the three-year period ended
December 31, 1998, which report appears in the Form 10-K of Ambac Financial
Group, Inc. which was filed with the Securities and Exchange Commission on
March 30, 1999 and to the reference to our firm under the heading "Experts" in
the Prospectus Supplement.
/s/ KPMG LLP
KPMG LLP
New York, New York
December 17, 1999
