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) September 23, 1998
RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC. (as depositor under an Amended
and Restated Trust Agreement, dated as of September 28, 1998, and pursuant to
which an Indenture was entered into, providing for, inter alia, the issuance of
Home Equity Loan-Backed Term Notes, Series 1998-HS3)
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 5Other Events.
The consolidated financial statements of Ambac Assurance Corporation
and its subsidiaries as of December 31, 1997 and December 31, 1996, and for the
three year period ended December 31, 1997, 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 31, 1998) and the consolidated financial statements
of Ambac Assurance Corporation and its subsidiaries as of June 30, 1998, and for
the periods ended June 30, 1998 and June 30, 1997, included in the Quarterly
Report on Form 10-Q of Ambac Financial Group, Inc. for the period ended June 30,
1998 (which was filed with the Securities and Exchange Commission on August 14,
1998), are hereby incorporated by reference in (i) this Current Report on Form
8-K; (ii) the registration statement (No.333-28025) of the Registrant (the
"Prospectus"); and (iii) the Prospectus Supplement for Home Equity Loan-Backed
Term Notes, Series 1998-HS3, 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 Assurance
Corporation with respect to the
Residential Funding Mortgage
Securities II, Inc. Home
Equity Loan-Backed Term
Notes, Series 1998-HS3
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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: September 24, 1998
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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: September 24, 1998
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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 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
September 23, 1998 (the "Prospectus Supplement"), of our report dated January
29, 1998 on the consolidated financial statements of Ambac Assurance Corporation
as of December 31, 1997 and 1996, and for each of the years in the three-year
period ended December 31, 1997, which report appears in the Form 10-K of Ambac
Financial Group, Inc. dated March 31, 1998 and to the reference to our firm
under the heading "Experts" in the Prospectus Supplement.
KPMG PEAT MARWICK LLP
New York, New York
September 23, 1998
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