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 24, 1997
RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC. (as depositor under an Amended
and Restated Trust Agreement, dated as of March 27, 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-HS2)
Residential Funding Mortgage Securities II, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 33-80419 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 5. Other Events.
The consolidated financial statements of AMBAC Indemnity Corporation
and its subsidiaries as of December 31, 1996 and 1995, and for the three year
period ended December 31, 1996 prepared in accordance with generally accepted
accounting principles, 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;
Commission File Number 1-10777), are hereby incorporated by reference in this
Current Report on Form 8-K and in the registration statement and shall be deemed
to be a part hereof.
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 Consent of KPMG Peat
Marwick LLP, independent
auditors of AMBAC
Indemnity Corporation with
respect to the Residential
Funding Mortgage Securities
II, Inc. Home Equity Loan-
Backed Term Notes, Series
1997-HS2
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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: March 24, 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: March 24, 1997
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EXHIBIT INDEX
Item 601(a) of Sequentially
Exhibit Regulation S-K Numbered
Number Exhibit No. Description Page
1 23 Accountant's Consent
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EXHIBIT 1
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INDEPENDENT AUDITORS' CONSENT
The Board of Directors
AMBAC Indemnity Corporation:
We consent to the incorporation by reference in the registration
statement (No. 33-80419) on Form S-3 of the Residential Funding Mortgage
Securities II, Inc. and the Prospectus Supplement of Residential Funding
Mortgage Securities II, Inc. dated March 24, 1997 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 dated March
24, 1997 of Residential Funding Mortgage Securities II, Inc.
New York, New York
March 24, 1997
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