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, 1999
RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC. (as depositor under an Amended
and Restated Trust Agreement, dated as of March 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-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 5. Other Events.
The consolidated financial statements of Ambac Assurance Corporation
and its subsidiaries as of December 31, 1997 and December 31, 1996, and for each
of the years in 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 unaudited
consolidated financial statements of Ambac Assurance Corporation and
subsidiaries as of September 30, 1998, and for the periods ended September 30,
1998 and September 30, 1997, included in the Quarterly Report on Form 10-Q of
Ambac Financial Group, Inc. for the period ended September 30, 1998 (which was
filed with the Securities and Exchange Commission on November 13, 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 1999-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:
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-HS3.
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/ Diane S. Wold
Name: Diane S. Wold
Title: Vice President
Dated: March 24, 1999
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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, 1999
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EXHIBIT INDEX
Item 601(a) of
Exhibit Regulation S-K Sequentially
Number Exhibit No. Description Numbered Page
1 23.1 Accountant's Consent
2 5.1 Legality Opinion
8.1 Tax Opinion
(included in Exhibit
5.1)
23.2 Consent (included in
Exhibit 5.1)
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EXHIBIT 1
6
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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 March
23, 1999 (the "Prospectus Supplement"), via the Form 8-K of the Registrant dated
March 23, 1999 of our report dated January 29, 1998 on the consolidated
financial statements of Ambac Assurance Corporation and subsidiaries 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. which was filed with the Securities and Exchange
Commission on March 31, 1998 and to the reference to our firm under the heading
"Experts" in the Prospectus Supplement.
KPMG LLP
New York, New York
March 23, 1999
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EXHIBIT 2
8
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Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038-4982
March 23, 1999
Residential Funding Mortgage Securities II, Inc.
8400 Normandale Lake Boulevard, Suite 600
Minneapolis, Minnesota 55437
Re: Residential Funding Mortgage Securities II, Inc.
Registration Statement on Form S-3
(No. 333-28025)
Ladies and Gentlemen:
We have acted as counsel for Residential Funding Mortgage Securities II, Inc.,
Delaware corporation (the "Company"), in connection with the authorization and
issuance from time to time in one or more series (each, a "Series") of
Asset-Backed Notes (collectively, the "Notes"). A Registration Statement on Form
S-3 relating to the Notes (No. 333-28025) (the "Registration Statement") has
been filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Securities Act"), and was declared effective on
January 22, 1998. As set forth in the Registration Statement, separate Trusts
(each, a "Trust") will be established pursuant to the conditions of a trust
agreement (each, a "Trust Agreement") and each Trust will issue Notes pursuant
to a separate indenture (each, an "Indenture") between the applicable Trust and
the indenture trustee named therein (the "Trustee").
We have examined original or reproduced or certified copies of the Certificate
of Incorporation and By-laws of the Company, each as amended to date, records of
actions taken by the Company's Board of Directors, a form of Indenture, forms of
Notes, the prospectus and form of prospectus supplement relating to the Notes.
We also have examined such other documents, papers, statutes and authorities as
we deem necessary as a basis for the opinions hereinafter set forth. In our
examination of such material, we have assumed the genuineness of all signatures
and the conformity to original documents of all copies submitted to us as
certified or reproduced copies. As to various matters material to such opinions,
we have relied upon the representations and warranties in the form of Indenture
and statements and certificates of officers and representatives of the Company
and others.
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Based upon the foregoing, we are of the opinion that:
When the issuance, execution and delivery of each Series of Notes
have been authorized by all necessary corporate action of the Company in
accordance with the provisions of the related Trust Agreement and Indenture, and
when such Notes have been duly executed and delivered, authenticated by the
Trustee and sold as described in the Registration Statement, such Notes will
constitute valid and binding obligations of the applicable Trust in accordance
with their terms and the terms of such Trust Agreement and the Indenture.
The information in the prospectus under the caption "Certain Federal
Income Tax Consequences," and in the form of prospectus supplement forming a
part of the prospectus under the caption "Federal Income Tax Consequences," to
the extent that it constitutes matters of law or legal conclusions, is correct
with respect to the material Federal income tax consequences of an investment in
the Notes.
In rendering the foregoing opinions, we express no opinion as to laws of any
jurisdiction other than the State of New York and the Federal law of the United
States of America. Our opinion expressed in paragraph 1 is subject to the effect
of bankruptcy, insolvency, moratorium, fraudulent conveyance and similar laws
relating to or affecting creditors' rights generally and court decisions with
respect thereto, and we express no opinion with respect to the application of
equitable principles in any proceeding, whether at law or in equity.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, to the references to us in each Prospectus and to the
filing of this opinion as an exhibit to any application made by or on behalf of
the Company or any dealer in connection with the registration of the Notes under
the securities or blue sky laws of any state or jurisdiction. In giving such
permission, we do not admit hereby that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933 or the
General Rules and Regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Stroock & Stroock & Lavan LLP
STROOCK & STROOCK & LAVAN LLP
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