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) August 26, 1997
RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC. (as depositor under an Amended
and Restated Trust Agreement, dated as of August 28, 1997, and pursuant to which
an Indenture was entered into, providing for, inter alia, the issuance of Home
Equity Loan-Backed Term Notes, Series 1997-GMACM4)
Residential Funding Mortgage Securities II, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 333-28025 41-1808858
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
8400 Normandale Lake Blvd.
Suite 600
Minneapolis, Minnesota 55437
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code, is (612) 832-7000
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits:
Item 601(a) of
Regulation S-K
Exhibit No. Exhibit No. Description
1 23.5 Accountants' Consent
2 99 Financial Statements of
Ambac Assurance Corporation
("Ambac")
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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 thereunto duly authorized.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES II, INC.
By: /s/ Diane S. Wold
Name: Diane S. Wold
Title: Vice President
Dated: August 26, 1997
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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 thereunto duly authorized.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES II, INC.
By:
Name: Diane S. Wold
Title: Vice President
Dated: August 26, 1997
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EXHIBIT INDEX
Exhibit No. Description Page
1 Consent of KPMG Peat Marwick L.L.P. 5
2 Financial Statements of Ambac 7
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EXHIBIT 1
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INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Ambac Assurance Corporation:
We consent to the incorporation by reference in the registration statement (No.
333-28025) of Residential Funding Mortgage Securities II, Inc. (the
"Registrant") and in the Prospectus Supplement of the Registrant dated August
25, 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.
KPMG PEAT MARWICK LLP
New York, New York
August 22, 1997
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EXHIBIT 2
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