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) June 25, 1999
RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC. (as depositor under an Amended
and Restated Trust Agreement, dated as of June 29, 1999, and pursuant to which
an Indenture was entered into, providing for, inter alia, the issuance of Home
Equity Loan-Backed Term Notes, Series 1999-HS5)
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 5. Other Events.
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 ended 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 March 31, 1999, and for the periods ended March 31, 1999 and
March 31, 1998, included in the Quarterly Report on Form 10-Q of Ambac Financial
Group, Inc. for the period ended March 31, 1999 (which was filed with the
Securities and Exchange Commission on May 12, 1999), 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 1999-HS5,
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:
5.1 Opinion of Stroock & Stroock & Lavan LLP as to
legality of the securities registered.
8.1 Opinion of Stroock & Stroock & Lavan LLP regarding
certain tax matters (included in Exhibit 5.1).
23.1 Consent of KPMG LLP, independent auditors of
Ambac Assurance Corporation with respect to the Residential
Funding Mortgage Securities II, Inc. Home Equity Loan-Backed Term
Notes, Series 1999-HS5.
23.2 Consent of Stroock & Stroock & Lavan (included in Exhibit 5.1).
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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/ Stephen Hynes
Name: Stephen Hynes
Title: Vice President
Dated: June 25, 1999
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EXHIBIT INDEX
Item 601(a) of
Exhibit Regulation S-K Sequentially Numbered Page
Number Exhibit No. Description
1 23.1 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 June 24,
1999 (the "Prospectus Supplement"), via the Form 8-K of the Registrant dated
June 25, 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.
KPMG LLP
New York, New York
June 25, 1999
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