<PAGE>
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): November 12, 1999
CONSECO FINANCE SECURIZATIONS CORP.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware [333-85037 and 33-85037-01] 41-1807858
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(State or other jurisdiction (Commission (IRS employer
of incorporation) file number) identification No.)
1100 Landmark Towers, 345 St. Peter Street, Saint Paul, Minnesota 55102-1639
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(Address of principal executive offices)
Registrant's telephone number, including area code: (651) 293-3400
Not Applicable
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(Former name or former address, if changed since last report)
<PAGE>
Item 1. Changes in Control of Registrant.
Not applicable.
Item 2. Acquisition or Disposition of Assets.
Not applicable.
Item 3. Bankruptcy or Receivership.
Not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not applicable.
Item 5. Other Events.
Not applicable.
Item 6. Resignations of Registrant's Directors.
Not applicable.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
The following is filed herewith. The exhibit numbers
correspond with Item 601(b) of Regulation S-K.
2
<PAGE>
Exhibit No. Description
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99 Merrill Lynch & Co. Terms Sheet dated
November 12, 1999 distributed in connection
with Certificates for Manufactured Housing
Contract Senior/Subordinate Pass-Through
Certificates, Series 1999-6, issued by
Conseco Finance Securitizations Corp., as
Seller.
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 hereunto duly authorized.
CONSECO FINANCE SECURITIZATIONS CORP.
By:/s/ Phyllis A. Knight
------------------------------------
Phyllis A. Knight
Senior Vice President and Treasurer
3
<PAGE>
EXHIBIT 99
ABS New Transaction
Computational Materials (Revised)
---------------------------------
$70,000,000
Conseco Finance Securitizations Corp.
Manufactured Housing Contract Senior/Subordinate
Pass-Through Certificates, Series 1999-6
Class M-2 and Class B-1
Conseco Finance Securitizations Corp.
Seller
Conseco Finance Corp.
(formerly Green Tree Financial Corporation)
Servicer
November 12, 1999
Merrill Lynch
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Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
TERM SHEET DATED November 12, 1999
Conseco Finance Securitizations Corp.
Manufactured Housing Contract Senior/Subordinate
Pass-Through Certificates, Series 1999-6
Class M-2 and Class B-1
$70,000,000
Subject to Revision
SELLER: Conseco Finance Securitizations Corp.
SERVICER: Conseco Finance Corp., formerly Green Tree Financial Corporation.
TRUSTEE: U.S. Bank National Association, St. Paul, Minnesota.
UNDERWRITERS: M-2 and B-1: Merrill Lynch & Co. (Lead), Banc of America
Securities LLC, Lehman Brothers.
Ratings WAL @ Exp. Final
To Call Amount Moody's/S&P 175% MHP Maturity
M-2 40,000,000 A2/A 9.26 7/31
B-1 30,000,000 Baa2/BBB+ 5.64 7/31
To Maturity
M-2 40,000,000 A2/A 10.00 7/31
The following Certificates, which are senior to the Class M-2 and B-1
Certificates, are not offered publicly.
Class Amount
Class A-1 830,000,000
Class M-1 50,000,000
FOR INFORMATION CONCERNING CERTAIN RISK FACTORS THAT SHOULD BE CONSIDERED
BY PROSPECTIVE INVESTORS, SEE "RISK FACTORS" IN THE PROSPECTUS SUPPLEMENT.
CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED HAVE THE MEANINGS
SET FORTH IN THE PROSPECTUS AND PROSPECTUS SUPPLEMENT.
Merrill Lynch 2
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Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
CUT-OFF DATE: October 31, 1999 for a portion of the Pool and
November 30, 1999 for the remaining portion of the
Pool, in each case for contracts other than
Subsequent Contracts. For each Subsequent Contract,
the trust will be entitled to receive all payments
due after the last day of the calendar month in which
the subsequent closing occurs.
EXP. PRICING: Week of November 8, 1999.
EXP. SETTLEMENT/
CLOSING DATE: November 30, 1999.
INTEREST/PRINCIPAL: The 1st day of each month (or if such 1st day is not
a business day, the next succeeding business day),
commencing on January 3, 2000.
OTHER CERTIFICATES: In addition to the Offered Certificates, the Class
A-1, Class M-1, Class B-2, Class B-3I and Class C
Certificates will also be issued. The Class B-3I
Certificates are interest-only Certificates and the
Class C Certificates are residual Certificates which
will both be retained by an affiliate of Conseco
Finance Corp., and fully subordinated to the A-1, M-1
the Offered Certificates and Class B-2 Certificates.
The Class A-1 and M-1 Certificates are not offered
publicly and the Class B-2 Certificates will
initially be retained by Conseco Finance Corp.
ERISA: Subject to the conditions set forth in the Offering
Memorandum, the Class A-1 Certificates are ERISA
eligible. No transfer of a Class M or a Class B
Certificate will be permitted to be made to any
benefit plan unless such plan delivers an opinion of
counsel to the Trustee.
SMMEA: The Class A-1 and the Class M-1 Certificates will not
constitute "mortgage related securities" under the
Secondary Mortgage Market Enhancement Act of 1984
("SMMEA") until such time as the amount in the
Pre-Funding Account is reduced to zero. At such time,
the Class A-1 and M-1 Certificates will be "legal
investments" for certain types of institutional
investors to the extent provided in SMMEA. The Class
M-2, B-1 and B-2 Certificates are not SMMEA eligible.
TAX STATUS: Two separate REMIC Elections will be made with
respect to the Trust for federal income tax purposes.
OPTIONAL REPURCHASE: 20% cleanup call or auction sale subject to certain
requirements, if call is not exercised.
THE CONTRACT POOL: On the Closing Date, the Trust expects to purchase
(i) manufactured housing contracts having an
aggregate principal balance of approximately
$514,039,720 as of the Cut-off Date (the "Initial
Contracts") and (ii) additional manufactured housing
contracts (the "Additional Contracts").
PRE-FUNDING ACCOUNT: On the Closing Date, a portion of the proceeds from
the sale of the Certificates (the "Pre-Funded
Amount") will be deposited with the Trustee in a
segregated account (the "Pre-Funding Account") and
used by the Trust to purchase additional contracts
(the "Subsequent Contracts") during a period (not
longer than 90 days) following the Closing Date (the
"Pre-Funding Period") for inclusion in the Contract
Pool. The Subsequent Contracts will not exceed 25% of
the total Contract Pool. The Pre-Funded Amount will
be reduced during the Pre-Funding Period by the
amounts thereof used to fund such purchases. Any
amounts remaining in the Pre-Funding Account
following the Pre-Funding Period will be paid to the
Class A-1 Certificateholders on the next Remittance
Date.
Merrill Lynch 3
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Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
CREDIT ENHANCEMENT:
Class A-1 17% subordination (Class M-1, M-2, B-1,
B-2 and overcollateralization) and
Excess Spread
Class M-1 12% subordination (Class M-2, B-1, B-2
and overcollateralization) and Excess
Spread
Class M-2 8% subordination (Class B-1, B-2 and
overcollateralization) and Excess Spread
Class B-1 5% subordination (Class B-2 and
overcollateralization) and Excess Spread
Class B-2 Limited Guarantee,
overcollateralization, and Excess Spread
There will be initial
overcollateralization of approximately
1.5% building to 2.0% (as described in
the next succeeding paragraph) of the
sum of (i) the aggregate Cut-Off Date
principal balance of the manufactured
housing contracts included in the Trust
as of the Closing Date and (ii) the
amount on deposit in the Pre-Funding
Account on the Closing Date.
The Certificateholders will be entitled
to receive additional distributions in
respect of principal on each Remittance
Date to the extent there is any Amount
Available remaining after payment of all
interest and principal on the
Certificates and the Monthly Servicing
Fee to the Servicer for such Remittance
Date, until the overcollateralization
amount equals 2% of (i) the aggregate
Cut-Off Date principal balance of
manufactured housing contracts included
in the Trust as of the Closing Date and
(ii) the amount on deposit in the
Pre-Funding Account on the Closing Date.
Such additional distributions in respect
of principal will be paid in accordance
with the distribution priorities
described herein and in the Prospectus
and Prospectus Supplement.
DISTRIBUTIONS: Certificateholders will be entitled to receive on
each Remittance Date commencing in January 2000, to
the extent that the Amount Available in the
Certificate Account (together with, in the case of
the Class B-2 Certificates, the Guarantee Payment, as
described below) is sufficient therefore,
distributions allocable to interest and principal, as
described in the Offering Memorandum. The Amount
Available on each Remittance Date generally includes
the sum of (i) payments on the Contracts due and
received during the related Due Period, (ii)
prepayments and other unscheduled collections
received during the related Due Period, and (iii) all
collections of principal on the Contracts received
during the Due Period in which such Remittance Date
occurs up to and including the third business day
prior to such Remittance Date (but in no event later
than the 25th day of the month prior to such
Remittance Date), minus (iv) with respect to all
Remittance Dates other than the Remittance Date in
January 2000, all collections in respect of principal
on the Contracts received during the related Due
Period up to and including the third business day
prior to the preceding Remittance Date (but in no
event later than the 25th day of the prior month).
The Amount Available in the Certificate Account with
respect to any Remittance Date will be applied first
to the distribution of interest on the Class A-1,
Class M-1, Class M-2 and Class B-1 Certificates, and
then to the distribution of principal on the Class
A-1, Class M-1, Class M-2 and Class B-1 Certificates,
in the manner and order
Merrill Lynch 4
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Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
of priority described below, and then to the
distribution of interest and principal on the Class
B-2 Certificates.
The "Due Period" with respect to all Remittance Dates
other than the Remittance Date in January 2000, is
the period from and including the 16th day of the
second month preceding such Remittance Date, to and
including the 15th day of the month immediately
preceding such Remittance Date.
With respect to the Remittance Date in January 2000,
the Due Period is the period from and including
November 1, 1999 to and including December 15, 1999.
INTEREST ON THE
CLASS A-1, CLASS M-1,
CLASS M-2 AND CLASS B-1
CERTIFICATES: Interest will be distributable first to the Class A-1
Certificates, then to the Class M-1 Certificates,
then to the Class M-2 Certificates and then to the
Class B-1 Certificates. Interest on the outstanding
Class A-1 Principal Balance, Class M-1 Adjusted
Principal Balance, Class M-2 Adjusted Principal
Balance, and Class B-1 Adjusted Principal Balance, as
applicable, will accrue from the Closing Date or from
the most recent Remittance Date on which interest has
been paid, to but excluding the following Remittance
Date.
Each Class of Certificates will bear interest at a
fixed Pass-Through Rate calculated on a 30/360 basis.
The "Class M-1 Adjusted Principal Balance" as of any
Remittance Date is the Class M-1 Principal Balance
less any Class M-1 Liquidation Loss Amount. The Class
M-1 Principal Balance is the Original Class M-1
Principal Balance less all amounts previously
distributed on account of principal of the Class M-1
Certificates.
The "Class M-2 Adjusted Principal Balance" as of any
Remittance Date is the Class M-2 Principal Balance
less any Class M-2 Liquidation Loss Amount. The Class
M-2 Principal Balance is the Original Class M-2
Principal Balance less all amounts previously
distributed on account of principal of the Class M-2
Certificates.
The "Class B-1 Adjusted Principal Balance" as of any
Remittance Date is the Class B-1 Principal Balance
less any Class B-1 Liquidation Loss Amount. The Class
B-1 Principal Balance is the Original Class B-1
Principal Balance less all amounts previously
distributed on account of principal of the Class B-1
Certificates.
The "Class B Principal Balance" as of any Remittance
Date is the sum of the Class B-1 and B-2 Principal
Balances.
In the event that, on a particular Remittance Date,
the Amount Available in the Certificate Account,
after payment of interest on each Class of
Certificates that is senior to such Class of
Certificates, is not sufficient to make a full
distribution of interest to the holders of such Class
of Certificates, the amount of interest to be
distributed in respect of such Class will be
allocated among the outstanding Certificates of such
Class pro rata in accordance with their respective
entitlements to interest, and the amount of the
shortfall will be carried forward and added to the
amount such holders will be entitled to receive on
the next Remittance Date. Any such amount so carried
forward will bear interest at the applicable
Remittance Rate, to the extent legally permissible.
Merrill Lynch 5
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Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
PRINCIPAL ON THE
CLASS A-1, CLASS M-1,
CLASS M-2 AND CLASS B-1
CERTIFICATES: The Class A-1 Percentage for any Remittance Date will
equal a fraction, expressed as a percentage, the
numerator of which is the Class A-1 Principal Balance
as of such Remittance Date, and the denominator of
which is the sum of: (i) the Class A-1 Principal
Balance, (ii) if the Class M-1 Distribution Test is
satisfied on such Remittance Date, the Class M-1
Principal Balance, otherwise zero, (iii) if the Class
M-2 Distribution Test is satisfied on such Remittance
Date, the Class M-2 Principal Balance, otherwise
zero, and (iv) if the Class B Distribution Test is
satisfied on such Remittance Date, the sum of the
Class B Principal Balance and the
Overcollateralization Amount, otherwise zero, all as
of such Remittance Date.
The Class M-1 Certificateholders will be entitled to
receive principal on each Remittance Date on which
(i) the Class A-1 Principal Balance has been reduced
to zero or (ii) the Class M-1 Distribution Test is
satisfied.
The Class M-1 Percentage for any Remittance Date will
equal (a) zero, if the Class A-1 Principal Balance
has not yet been reduced to zero and the Class M-1
Distribution Test is not satisfied or (b) a fraction,
expressed as a percentage, the numerator of which is
the Class M-1 Principal Balance as of such Remittance
Date, and the denominator of which is the sum of: (i)
the Class A-1 Principal Balance, if any, (ii) the
Class M-1 Principal Balance, (iii) if the Class M-2
Distribution Test is satisfied on such Remittance
Date, the Class M-2 Principal Balance, otherwise zero
and (iv) if the Class B Distribution Test is
satisfied on such Remittance Date, the sum of the
Class B Principal Balance and the
Overcollateralization Amount, otherwise zero, all as
of such Remittance Date.
The Class M-1 Distribution Test will be satisfied if
each of the following tests is satisfied: (i) the
Remittance Date occurs in or after January 2004; (ii)
the Average Sixty-Day Delinquency Ratio Test (as
defined in the Agreement) as of such Remittance Date
must not exceed 5.00%; (iii) Cumulative Realized
Losses (as defined in the Agreement) as of such
Remittance Date must not exceed a certain specified
percentage of the Cut-off Date Pool Principal
Balance, depending on the year in which such
Remittance Date occurs; (iv) the Current Realized
Loss Ratio (as defined in the Agreement) as of such
Remittance Date must not exceed 2.75%; and (v) the
sum of the Class M-1 Principal Balance, the Class M-2
Principal Balance, the Class B Principal Balance, and
the Overcollateralization Amount divided by the Pool
Scheduled Principal Balance as of the immediately
preceding Remittance Date must be equal to or greater
than 26.25%.
The Class M-2 Certificateholders will be entitled to
receive principal on each Remittance Date on which
(i) the Class A-1 Principal Balance and Class M-1
Principal Balance have been reduced to zero or (ii)
the Class M-2 Distribution Test is satisfied.
The Class M-2 Percentage for any Remittance Date will
equal (a) zero, if the Class A-1 Principal Balance
and Class M-1 Principal Balance have not yet been
reduced to zero and the Class M-2 Distribution Test
is not satisfied or (b) a fraction, expressed as a
percentage, the numerator of which is the Class M-2
Principal Balance as of such Remittance Date, and the
denominator of which is the sum of: (i) the Class A-1
Principal Balance, if any, (ii) the Class M-1
Principal Balance, if any, (iii) the Class M-2
Principal Balance, and (iv) if the Class B
Distribution Test is satisfied on such Remittance
Date, the sum of the Class B Principal Balance and
the Overcollateralization Amount, otherwise zero, all
as of such Remittance Date.
Merrill Lynch 6
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Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
The Class M-2 Distribution Test will be satisfied if
each of the following tests is satisfied: (i) the
Remittance Date occurs in or after January 2004; (ii)
the Average Sixty-Day Delinquency Ratio Test (as
defined in the Agreement) as of such Remittance Date
must not exceed 5.00%; (iii) Cumulative Realized
Losses (as defined in the Agreement) as of such
Remittance Date must not exceed a certain specified
percentage of the Cut-off Date Pool Principal
Balance, depending on the year in which such
Remittance Date occurs; (iv) the Current Realized
Loss Ratio (as defined in the Agreement) as of such
Remittance Date must not exceed 2.75%; and (v) the
sum of the Class M-2 Principal Balance, the Class B
Principal Balance, and the Overcollateralization
Amount divided by the Pool Scheduled Principal
Balance as of the immediately preceding Remittance
Date must be equal to or greater than 18.75%.
The Class B-1 Certificateholders will be entitled to
receive principal on each Remittance Date on which
(i) the Class A-1 Principal Balance, the Class M-1
Principal Balance and the Class M-2 Principal Balance
have been reduced to zero or (ii) the Class B
Distribution Test is satisfied.
The Class B Percentage for any Remittance Date will
equal (a) zero, if the Class A-1 Principal Balance,
the Class M-1 Principal Balance and the Class M-2
Principal Balance have not yet been reduced to zero
and the Class B Distribution Test is not satisfied or
(b) a fraction, expressed as a percentage, the
numerator of which is the sum of the Class B
Principal Balance and the Overcollateralization
Amount as of such Remittance Date, and the
denominator of which is the sum of: (i) the Class A-1
Principal Balance, if any, (ii) the Class M-1
Principal Balance, if any, (iii) the Class M-2
Principal Balance, if any, and (iv) the sum of the
Class B Principal Balance and the
Overcollateralization Amount, all as of such
Remittance Date.
The Class B Distribution Test will be satisfied if
each of the following tests is satisfied: (i) the
Remittance Date occurs in or after January 2004; (ii)
the Average Sixty-Day Delinquency Ratio Test (as
defined in the Agreement) as of such Remittance Date
must not exceed 5.00%; (iii) the Cumulative Realized
Losses (as defined in the Agreement) as of such
Remittance Date must not exceed a certain specified
percentage of the Cut-off Date Pool Principal
Balance, depending on the year in which such
Remittance Date occurs; (iv) the Current Realized
Loss Ratio (as defined in the Agreement) as of such
Remittance Date must not exceed 2.75%; (v) the Class
B Principal Balance plus the Overcollateralization
amount divided by the Pool Scheduled Principal
Balance as of the immediately preceding Remittance
Date must be equal to or greater than 12.75%; and
(vi) the Class B Principal Balance must not be less
than $20,000,000.
PURCHASE OPTION;
AUCTION SALE Commencing on the first Remittance Date when the
aggregate scheduled principal balance of the
contracts is less than or equal to 20% of the
aggregate Cut-off Date principal balance of the
contracts, the holder of the Class C Certificates
will have the right to repurchase all of the
outstanding contracts, at a price sufficient to pay
the aggregate unpaid principal balance of the
certificates and all accrued and unpaid interest
thereon.
If the holder of the Class C Certificates does not
exercise this purchase option, then on the next
Remittance Date the trustee will begin an auction
process to sell the contracts and the other trust
assets at the highest possible price, but the trustee
cannot sell the trust assets and liquidate the trust
unless the proceeds of that sale are sufficient to
pay the aggregate unpaid principal balance of the
certificates and
Merrill Lynch 7
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Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
all accrued and unpaid interest thereon. If the
auction of the trust property is not successful
because the highest bid received was not sufficient
to pay the amount set forth in the previous sentence,
then on each Remittance Date thereafter all of the
Amount Available remaining after payments of interest
and principal due on all Certificates and payment of
the monthly Servicing Fee will be used to make
additional payments of principal to the Class M-1,
M-2, B-1, and B-2 pro rata based on the then
outstanding principal balance of such Certificates.
In addition, the trustee will continue to conduct an
auction of the contracts every third month
thereafter, until an acceptable bid is received for
the trust property. The Class C Certificateholders
purchase option will expire upon the trustee's
acceptance of a qualifying bid.
CLASS B-2 INTEREST: Interest on the outstanding Class B-2 Principal
Balance will accrue from the Settlement Date, or from
the most recent Remittance Date on which interest has
been paid to but excluding the following Remittance
Date.
To the extent of (i) the remaining Amount Available,
if any, for a Remittance Date after payment of all
interest and principal then payable on the Class A-1,
Class M-1, Class M-2 and Class B-1 Certificates, and
(ii) the Guarantee Payment, if any, for such date,
interest will be paid to the Class B-2
Certificateholders on such Remittance Date at the
Class B-2 Remittance Rate on the then outstanding
Class B-2 Principal Balance. The Class B-2 Principal
Balance is the Original Class B-2 Principal Balance
less all amounts previously distributed to the Class
B-2 Certificateholders (including any Guarantee
Payments) on account of principal.
In the event that, on a particular Remittance Date,
the remaining Amount Available in the Certificate
Account plus any amounts actually paid under the
Limited Guarantee are not sufficient to make a full
distribution of interest to the Class B-2
Certificateholders, the amount of the deficiency will
be carried forward as an amount that the Class B-2
Certificateholders are entitled to receive on the
next Remittance Date. Any amount so carried forward
will, to the extent legally permissible, bear
interest at the Class B-2 Remittance Rate.
CLASS B-2 PRINCIPAL: Except for payments of the Class B-2 Liquidation Loss
Amount under the Limited Guarantee, the Class B-2
Certificateholders will be entitled to receive
principal on each Remittance Date on which (i) the
Class B-1 Principal Balance has been reduced to zero
and (ii) the Class B Distribution Test is satisfied;
provided, however, that if the Class A-1 Principal
Balance, the Class M-1 Principal Balance, the Class
M-2 Principal Balance and the Class B-1 Principal
Balance have been reduced to zero, the Class B-2
Certificateholders will nevertheless be entitled to
receive principal. See "Description of the
Certificates--Class B-2 Principal" in the Offering
Memorandum.
On each Remittance Date on which the Class B-2
Certificateholders are entitled to receive principal,
the Class B Percentage of the Formula Principal
Distribution Amount will be distributed, to the
extent of the remaining Amount Available after
payment of interest on the Class B-2 Certificates, to
the Class B-2 Certificateholders until the Class B-2
Principal Balance has been reduced to zero. Conseco
Finance Corp. will be obligated under the Limited
Guarantee to pay the amount, if any, by which the
Class B Percentage of the Formula Principal
Distribution Amount for such Remittance Date exceeds
the remaining Amount Available after payment of
interest on the Class B-2 Certificates. Conseco Inc.,
the parent of Conseco Finance Corp., has no
obligation with respect to the Class B-2
Certificates.
Merrill Lynch 8
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Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
LOSSES ON LIQUIDATED
CONTRACTS: If Net Liquidation Proceeds from Liquidated Contracts
in the respective collection period are less than the
Scheduled Principal Balance of such Liquidated
Contract, the shortfall amount will be absorbed by
the Class B-3I Certificateholders, then the Monthly
Servicing Fee (as long as Conseco Finance Corp. is
the Servicer), then the Overcollateralization Amount,
then the Class B-2 Certificateholders, then the Class
B-1 Certificateholders, then the Class M-2
Certificateholders and then the Class M-1
Certificateholders, since a portion of the Amount
Available equal to such shortfall and otherwise
distributable to them will be paid to the Class A-1
Certificateholders.
CONTRACT CHARACTERISTICS
------------------------
The information presented below relates to the Initial Contracts, which will
represent approximately 51% of the Contract Pool. Although the characteristics
of the final pool of Contracts will differ from the characteristics of the
Initial Contracts shown below, Conseco Finance Corp. does not expect that the
characteristics of the Additional Contracts and Subsequent Contracts sold to the
Trust will vary materially from the information concerning the Initial Contracts
herein.
THE INITIAL CONTRACT POOL
Number of MHCs in pool: 9,665
Wgt. Avg. Contract Rate: 9.589%
Range of Rates: 4.750% - 18.750%
Wgt. Avg. Orig. Maturity: 337 months
Wgt. Avg. Rem. Maturity: 337 months
Avg. Rem Princ. Balance: $53,185.69
Wgt. Avg. LTV: 86.21%
New/Used: 85.15% / 14.85%
Park/Private: 18.81% / 81.19%
Single/Double: 20.08% / 79.92%
Land/Home: 57.88%
Land in Lieu: 0.00%
Step Rate: 2.79%
Conventional: 97.21%
Merrill Lynch 9
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Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
GEOGRAPHIC DISTRIBUTION OF INITIAL CONTRACT OBLIGORS
<TABLE>
<CAPTION>
Number of Aggregate Principal % of Initial
Geographic Contracts Balance Outstanding as Cutoff Date Pool
Distribution as of Cutoff Date of Cutoff Date Principal Balance
- ------------ ----------------- ---------------------- -----------------
<S> <C> <C> <C>
AE (Military Base) 1 $15,187.00 *
Alabama 506 18,904,910.06 3.68%
Arizona 219 11,544,147.28 2.25
Arkansas 161 5,299,210.20 1.03
California 261 13,421,913.20 2.61
Colorado 198 13,014,245.72 2.53
Connecticut 6 192,409.72 0.04
Delaware 48 2,632,772.31 0.51
Florida 637 36,004,285.95 7.00
Georgia 530 26,874,819.75 5.23
Idaho 63 4,020,693.75 0.78
Illinois 148 7,232,439.76 1.41
Indiana 366 21,400,168.33 4.16
Iowa 92 4,798,867.42 0.93
Kansas 108 5,286,937.87 1.03
Kentucky 290 15,319,950.64 2.98
Louisiana 184 7,450,116.16 1.45
Maine 100 7,088,004.30 1.38
Maryland 32 1,496,977.39 0.29
Massachusetts 9 554,478.67 0.11
Michigan 690 47,721,044.98 9.28
Minnesota 179 7,506,465.65 1.46
Mississippi 163 5,859,246.08 1.14
Missouri 225 9,928,109.56 1.93
Montana 67 3,735,605.13 0.73
Nebraska 42 2,487,773.35 0.48
Nevada 91 6,199,395.60 1.21
New Hampshire 67 3,832,912.55 0.75
New Jersey 5 129,441.82 0.03
New Mexico 118 5,828,781.37 1.13
New York 128 6,535,340.60 1.27
North Carolina 946 51,962,267.31 10.11
North Dakota 25 860,184.63 0.17
Ohio 352 20,162,425.68 3.92
Oklahoma 182 7,257,541.30 1.41
Oregon 167 13,592,965.68 2.64
Pennsylvania 191 9,373,322.73 1.82
Rhode Island 2 64,299.51 0.01
South Carolina 395 19,794,275.53 3.85
South Dakota 42 1,622,002.26 0.32
Tennessee 301 13,674,876.63 2.66
Texas 563 24,497,297.98 4.77
Utah 40 2,977,367.27 0.58
Vermont 70 4,309,720.34 0.84
Virginia 203 11,038,736.37 2.15
Washington 221 19,038,931.07 3.70
West Virginia 97 4,622,821.76 0.90
Wisconsin 77 3,477,605.19 0.68
Wyoming 57 3,396,426.67 0.66
----- --------------- ------
Total 9,665 $514,039,720.08 100.00%
===== =============== ======
</TABLE>
* Indicates a percentage greater than 0% but less than 0.005%
Merrill Lynch 10
- --------------------------------------------------------------------------------
Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
YEAR OF ORIGINATION OF INITIAL CONTRACTS
<TABLE>
<CAPTION>
Number of Aggregate Principal Balance % of Initial Cutoff Date
Year of as of Contracts Outstanding as of Pool
Origination Cutoff Date Cutoff Date Principal Balance
- ----------- --------------- --------------------------- ------------------------
<S> <C> <C> <C>
1996 1 $25,798.81 0.01%
1997 1 35,442.23 0.01
1998 59 3,640,802.84 0.71
1999 9,604 510,337,676.20 99.28
----- -------------- -----
Total 9,665 $514,039,720.08 100.00%
===== =============== ======
</TABLE>
DISTRIBUTION OF ORIGINAL INITIAL CONTRACT AMOUNTS
<TABLE>
<CAPTION>
Aggregate Principal % of Initial Cutoff Date
Number of Contracts as Balance Outstanding Pool
Original Contract Amount of Cutoff Date as of Cutoff Date Principal Balance
- ------------------------ ---------------------- ------------------- -------------------------
<S> <C> <C> <C>
Less than 10,000 276 $2,131,106.11 0.41%
$10,000 - $19,999 951 14,689,605.29 2.86
$20,000 - $29,999 1,323 33,588,160.01 6.53
$30,000 - $39,999 1,502 52,428,022.14 10.20
$40,000 - $49,999 1,090 48,747,710.05 9.48
$50,000 - $59,999 979 53,768,027.04 10.46
$60,000 - $69,999 852 55,276,307.35 10.75
$70,000 - $79,999 741 55,433,665.26 10.78
$80,000 - $89,999 626 53,143,854.57 10.34
$90,000 - $99,999 508 48,154,688.79 9.37
$100,000 - $109,999 310 32,303,087.78 6.28
$110,000 - $119,999 201 23,034,558.87 4.48
$120,000 - $129,999 154 19,142,489.17 3.72
$130,000 - $139,999 79 10,577,762.30 2.06
$140,000 - $149,999 31 4,450,955.72 0.87
$150,000 - $159,999 16 2,457,220.52 0.48
$160,000 - $169,999 11 1,818,764.77 0.35
$170,000 - $179,999 2 348,002.33 0.07
$180,000 - $189,999 4 737,183.89 0.14
$190,000 - $199,999 6 1,169,645.14 0.23
$200,000 - $249,999 3 638,902.98 0.12
----- --------------- ------
Total 9,665 $514,039,720.08 100.00%
===== =============== =======
</TABLE>
Merrill Lynch 11
- --------------------------------------------------------------------------------
Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
DISTRIBUTION OF ORIGINAL LOAN-TO-VALUE RATIOS OF INITIAL CONTRACTS
<TABLE>
<CAPTION>
Aggregate Principal
Number of Contracts as Balance Outstanding % of Initial Cutoff Date
Loan-to-Value Ratio of Cutoff Date as of Cutoff Date Pool Principal Balance
- ------------------- ---------------------- ------------------- ------------------------
<S> <C> <C> <C>
Less than 61% 402 $20,452,669.82 3.98%
61% - 65% 156 9,103,693.15 1.77
66% - 70% 246 14,989,532.62 2.92
71% - 75% 333 21,040,203.29 4.09
76% - 80% 906 48,378,098.84 9.41
81% - 85% 760 47,205,993.24 9.18
86% - 90% 3,127 170,951,422.27 33.26
91% - 95% 2,844 150,137,820.37 29.21
96% - 100% 891 31,780,286.48 6.18
----- --------------- ------
Total 9,665 $514,039,720.08 100.00%
===== =============== =======
</TABLE>
Merrill Lynch 12
- --------------------------------------------------------------------------------
Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
INITIAL CONTRACT RATES
<TABLE>
<CAPTION>
Aggregate Principal
Number of Contracts as Balance Outstanding % of Initial Cutoff Date
Contract Rate of Cutoff Date as of Cutoff Date Pool Principal Balance
- ------------- ---------------------- ------------------- ------------------------
<S> <C> <C> <C>
0.000% - 5.000% 5 $507,049.17 0.10%
5.001% - 6.000% 12 1,143,259.01 0.22
6.001% - 7.000% 212 18,977,549.32 3.69
7.001% - 8.000% 2,038 169,249,435.90 32.93
8.001% - 9.000% 938 74,636,939.10 14.52
9.001% - 10.000% 1,219 72,381,482.72 14.08
10.001% - 11.000% 1,135 54,620,990.77 10.63
11.001% - 12.000% 1,142 43,810,341.52 8.52
12.001% - 13.000% 1,062 34,068,882.28 6.63
13.001% - 14.000% 820 22,404,765.98 4.36
14.001% - 15.000% 719 15,573,515.32 3.03
15.001% - 16.000% 206 4,343,579.05 0.84
Over 16.000% 157 2,321,929.94 0.45
----- --------------- ------
Total 9,665 $514,039,720.08 100.00%
===== =============== =======
</TABLE>
Merrill Lynch 13
- --------------------------------------------------------------------------------
Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
REMAINING MONTHS TO MATURITY OF INITIAL CONTRACTS
<TABLE>
<CAPTION>
Aggregate Principal
Remaining Mos. Number of Contracts Balance Outstanding % of Initial Cutoff Date
To Maturity as of Cutoff Date as of Cutoff Date Pool Principal Balance
- -------------- ------------------- ------------------- ------------------------
<S> <C> <C> <C>
Less than 31 3 $15,357.53 *
31 - 60 145 1,390,714.92 0.27%
61 - 90 134 1,771,635.83 0.34
91 - 120 474 7,373,564.42 1.43
121 - 150 100 2,034,577.58 0.40
151 - 180 804 19,134,646.28 3.72
181 - 210 7 221,074.87 0.04
211 - 240 897 28,831,753.21 5.61
241 - 270 5 198,499.01 0.04
271 - 300 634 23,732,547.06 4.62
301 - 330 7 415,896.54 0.08
331 - 360 6,455 428,919,452.83 83.44
----- -------------- -----
Total 9,665 $514,039,720.08 100.00%
===== =============== =======
</TABLE>
* Indicates a percentage greater than 0% but less than 0.005%
Merrill Lynch 14
- --------------------------------------------------------------------------------
Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
MHP PREPAYMENT SENSITIVITIES (1)
<TABLE>
<CAPTION>
75% MHP 100% MHP 125% MHP 150% MHP
------- -------- -------- --------
WAL/Maturity WAL/Maturity WAL/Maturity WAL/Maturity
<S> <C> <C> <C> <C>
To Call
M-2 15.71 12/20 13.49 06/18 11.68 03/16 10.23 04/14
B-1 10.12 03/13 8.34 01/11 7.07 05/09 6.12 02/08
To Maturity
M-2 16.42 08/27 14.25 01/26 12.45 09/23 10.98 09/21
</TABLE>
MHP PREPAYMENT SENSITIVITIES (1) (continued)
<TABLE>
<CAPTION>
175% MHP 200% MHP 250% MHP 300% MHP
-------- -------- -------- --------
WAL/Maturity WAL/Maturity WAL/Maturity WAL/Maturity
<S> <C> <C> <C> <C>
To Call
M-2 9.26 10/12 8.57 06/11 7.48 05/09 6.71 12/07
B-1 5.64 05/07 5.45 01/07 5.18 06/06 4.99 01/06
To Maturity
M-2 10.00 03/20 9.34 12/18 8.33 07/16 7.60 03/14
</TABLE>
(1) The following are the assumed characteristics of the Additional Contracts as
of the Cut-off Date:
<TABLE>
<CAPTION>
Wgt. Avg. Wgt. Avg.
Remaining Months Aggregate Principal Original Remaining Wgt. Avg.
to Maturity Balance Outstanding Term (months) Term (months) Contract Rate
- ---------------- ------------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
0 to 120 5,869,672.67 104 104 13.386
121 to 180 11,776,438.56 176 176 12.568
181 to 240 16,162,087.34 239 239 11.860
241 to 300 13,312,840.17 299 299 11.732
301 to 360 238,839,241.20 360 360 9.076
TOTAL 285,960,279.94
</TABLE>
The following are the assumed characteristics of the Subsequent Contracts as of
the Cut-off Date:
<TABLE>
<CAPTION>
Wgt. Avg. Wgt. Avg.
Remaining Months Aggregate Principal Original Remaining Wgt. Avg.
to Maturity Balance Outstanding Term (months) Term (months) Contract Rate
- ---------------- ------------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
0 to 120 4,105,236.34 104 104 13.386
121 to 180 8,236,415.60 176 176 12.568
181 to 240 11,303,728.85 239 239 11.860
241 to 300 9,310,971.56 299 299 11.732
301 to 360 167,043,647.70 360 360 9.076
TOTAL 200,000,000.05
</TABLE>
Merrill Lynch 15
- --------------------------------------------------------------------------------
Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
The attached tables and other statistical analyses (the "Term Sheet")
are privileged and confidential and are intended for use by the addressee only.
This Term Sheet is furnished to you solely by Merrill Lynch, Pierce, Fenner &
Smith Incorporated ("Merrill Lynch") and not by the issuer of the securities or
any of its affiliates. The issuer of these securities has not prepared or taken
part in the preparation of these materials. Neither Merrill Lynch, the issuer of
the securities nor any of its affiliates makes any representation as to the
accuracy or completeness of the information herein. The information herein is
preliminary, and will be subsequently filed with the Securities and Exchange
Commission. They may not be provided to any third party other than the
addressee's legal, tax, financial and/or accounting advisors for the purposes of
evaluating said material.
Numerous assumptions were used in preparing the Term Sheet which may or
may not be stated therein. As such, no assurance can be given as to the
accuracy, appropriateness or completeness of the Term Sheet in any particular
context; or as to whether the Term Sheet and/or the assumptions upon which it is
based reflect present market conditions or future market performance. This Term
Sheet should not be construed as either projections or predictions or as legal,
tax, financial or accounting advice.
Any yields or weighted average lives shown in the Term Sheet are based
on prepayment assumptions and actual prepayment experience may dramatically
affect such yields or weighted average lives. In addition, it is possible that
prepayments on the underlying assets will occur at rates slower or faster than
the rates assumed in the attached Term Sheet. Furthermore, unless otherwise
provided, the Term Sheet assumes no losses on the underlying assets and no
interest shortfall. The specific characteristics of the securities may differ
from those shown in the Term Sheet due to differences between the actual
underlying assets and the hypothetical assets used in preparing the Term Sheet.
The principal amount and designation of any security described in the Term Sheet
are subject to change prior to issuance.
Although a registration statement (including the prospectus) relating to
the securities discussed in this communication has been filed with the
Securities and Exchange Commission and is effective, the final prospectus
supplement relating to the securities discussed in this communication has not
been filed with the Securities and Exchange Commission. This communication shall
not constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of the securities discussed in this communication in any state
in which such offer, solicitations or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
Prospective purchasers are referred to the final prospectus and prospectus
supplement relating to the securities discussed in this communication for final
information on any matter discussed in this communication. All information in
this Term Sheet will be superseded by the information in the final prospectus
and prospectus supplement. A final prospectus and prospectus supplement may be
obtained by contacting the Merrill Lynch Trading Desk at (212) 449-3659.
Please be advised that asset-backed securities may not be appropriate
for all investors. Potential investors must be willing to assume, among other
things, market price volatility, prepayments, yield curve and interest rate
risk. Investors should fully consider the risk of an investment in these
securities.
If you have received this communication in error, please notify the
sending party immediately by telephone and return the original to such party by
mail.
Merrill Lynch 16
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Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
