GREEN TREE FINANCIAL CORP
8-K, 1996-06-21
ASSET-BACKED SECURITIES
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<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):  June 21, 1996



                        GREEN TREE FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)
 
          Delaware                      01-08916                41-1807858
- ----------------------------    ------------------------    -------------------
(State or other Jurisdiction    (Commission File Number)     (I.R.S. Employer
     of incorporation)                                      Identification No.)
 
1100 Landmark Towers, 345 St. Peter Street, Saint Paul, Minnesota  55102-1639
- -------------------------------------------------------------------------------
                    (Address of principal executive offices)


Registrant's telephone number, including area code:  (612) 293-3400
                                                     --------------

                                 Not Applicable
- -------------------------------------------------------------------------------
         (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 Accounting.
- -------  --------------------------------------------- 

         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


                                       2


<PAGE>
 
          (c)  Exhibits.

               The following is filed herewith.  The exhibit numbers correspond
               with Item 601(b) of Regulation S-K.

               Exhibit No.          Description
               -----------          -----------

                        99          External Computational and Descriptive 
                                    Information distributed in connection with
                                    $517,584,659 Manufactured Housing Contract 
                                    Senior/Subordinate Pass-Through 
                                    Certificates, Series 1996-5.
                                    

     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.

Date:  June 21, 1996               GREEN TREE FINANCIAL CORPORATION
 

                                    By: /s/ Robley D. Evans
                                       _____________________________
                                       Robley D. Evans
                                       Vice President and Controller



                                       3

<PAGE>
 
  INDEX TO EXHIBITS


  Exhibit
  -------
  Number                                                                    Page
  ------                                                                    ----

   99            External Computational and Descriptive                       5
                 Information distributed in connection
                 with $517,584,659 Manufactured Housing
                 Contract Senior/Subordinate Pass-Through
                 Certificates, Series 1996-5.







                                       4



<PAGE>
 
                                                                    Exhibit 99
                        TERM SHEET DATED JUNE 19, 1996

                       Green Tree Financial Corporation
               Manufactured Housing Contract Senior/Subordinate
                   Pass-Through Certificates, Series 1996-5
                          $517,584,659 (Approximate)

                              Subject to Revision
 

Seller/Servicer:      Green Tree Financial Corporation ("Green Tree").

Trustee:              Firstar Trust Company, Milwaukee, Wisconsin.

Underwriters:         Merrill Lynch (Lead), Lehman Brothers, Salomon Brothers

<TABLE>
<CAPTION>
                                   Ratings             WAL        Exp Final
                 Amount      (Moody's/S&P/Fitch)   @ 125% MHP     Maturity
<S>          <C>            <C>                   <C>            <C>
  To Call:                 
    A-1       $ 46,000,000       Aaa/AAA/AAA           0.74          17
    A-2       $ 56,000,000       Aaa/AAA/AAA           2.02          33
    A-3       $ 44,000,000       Aaa/AAA/AAA           3.24          46
    A-4       $ 80,000,000       Aaa/AAA/AAA           5.07          80
    A-5       $ 43,000,000       Aaa/AAA/AAA           7.56         103
    A-6       $ 67,000,000       Aaa/AAA/AAA          10.50         152
    A-7       $101,359,000       Aaa/AAA/AAA          16.62         226
    M-1       $ 41,405,000       Aa3/AA-/AA-          11.43         226
    B-1       $ 20,705,000       Baa1/BBB+/BBB+        7.59         135
    B-2       $ 18,115,659       Baa1/A-/A            16.34         226
                                             
                                              
To Maturity
    A-7       $101,359,000       Aaa/AAA/AAA          17.71         316
    M-1       $ 41,405,000       Aa3/AA-/AA-          11.85         316
    B-2       $ 18,115,659       Baa1/A-/A            21.64         363
</TABLE> 
 
CUT-OFF DATE:         June 1, 1996 (or the date of origination, if later)

EXP. PRICING:         June 20, 1996

EXP. SETTLEMENT:      June 27, 1996

LEGAL FINAL:          July 2027

INTEREST/PRINCIPAL:   The 15th day of each month (or if such 15th day is not a
                      business day, the next succeeding business day), 
                      commencing on July 15, 1996.

ERISA:                Class A Certificates are ERISA eligible. The Class M-1,
                      B-1 and B-2 Certificates will not be sold to benefit plans
                      unless such plans deliver a legal opinion to the Trustee,
                      stating that assets of the Trust are not deemed "plan
                      assets".

SMMEA:                Class A and M-1 Certificates are SMMEA eligible. Class B-1
                      and B-2 Certificates are not SMMEA eligible.

TAX STATUS:           The Trust will elect to be treated as a REMIC for federal
                      income tax purposes.


[Merrill Lynch Logo]                 1
- --------------------------------------------------------------------------------
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>
 
                                   STRUCTURE
<TABLE> 
<S>                   <C>  
CREDIT ENHANCEMENT:   Class A:    15.5% subordination (Class M-1, B-1, and B-2) & Residual (Class C)
                      Class M-1:  7.5% subordination (Class B-1 and B-2) Residual (Class C)
                      Class B-1:  3.5% subordination (Class B-2) & Residual (Class C)
                      Class B-2:  Limited Guarantee plus Residual (Class C)
</TABLE> 

DISTRIBUTIONS:        The Amount Available on each Remittance Date generally
                      includes the sum of (a) payments on the Contracts due and
                      received during the preceding month, (b) prepayments and
                      other unscheduled collections received during the
                      preceding month and (c) all collections of principal on
                      the Contracts received during the current month up to and
                      including the third business day prior to such Remittance
                      Date (but in no event later than the 10th day of the month
                      in which the Remittance Date occurs), minus (d) with
                      respect to all Remittance Dates other than July 15, 1996,
                      all collections of principal on the Contracts received
                      during the preceding month up to but excluding the third
                      business day prior to the preceding Remittance Date (but
                      in no event later than the 10th day of the prior month).
                      The Amount Available will generally be applied first to
                      the distribution of interest on Class A, M-1 and B-1
                      Certificates, then to the distribution of principal on
                      Class A, M-1 and B-1 Certificates, and finally to the
                      distribution of interest and principal on Class B-2
                      Certificates.

INTEREST
(Class A, M-1, B-1):  Interest will be distributable first to each Class of
                      Class A Certificates concurrently, then to the Class M-1
                      Certificates and then to the Class B-1 Certificates.
                      Interest on the outstanding Class A Principal Balance,
                      Class M-1 Adjusted Principal Balance and Class B-1
                      Adjusted Principal Balance, as applicable, 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.

                      Interest shortfall will be carried forward, and will bear
                      interest at the applicable Remittance Rate, to the extent
                      legally permissible.

                      After payment of all principal distributable on the Class
                      M-1 Certificates (see below), any accrued and unpaid Class
                      M-1 Liquidation Loss Interest Amount will be distributed
                      to the extent available. After payment of all principal
                      distributable on the Class B-1 Certificates (see below),
                      any accrued and unpaid Class B-1 Liquidation Loss Interest
                      Amount will be distributed to the extent available.

                      The Class M-1 Adjusted Principal Balance 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 B-1 Adjusted Principal Balance 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.

PRINCIPAL
(Class A, M-1, B-1):  After the payment of all interest distributable to Class
                      A, Class M-1 and Class B-1 Certificateholders, principal
                      will be distributed in the following manner.

                      Class A Percentage will be distributed sequentially to the
                      Class A-1, A-2, A-3, A-4, A-5, A-6 and A-7
                      Certificateholders.

[Merrill Lynch Logo]                 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>
 
                      The Class A Percentage for any Remittance Date will equal
                      a fraction, expressed as a percentage, the numerator of
                      which is the Class A Principal Balance as of such
                      Remittance Date, and the denominator of which is the sum
                      of: (i) the Class A Principal Balance and (ii) if the
                      Class M-1 Distribution Test is satisfied on such
                      Remittance Date, the Class M-1 Principal Balance,
                      otherwise zero, and (iii) if the Class B Distribution Test
                      is satisfied on such Remittance Date, the Class B
                      Principal Balance, 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 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 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
                      Principal Balance, if any, and (ii) the Class M-1
                      Principal Balance and (iii) if the Class B Distribution
                      Test is satisfied on such Remittance Date, the Class B
                      Principal Balance, 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 July 2000; (ii) the Average Sixty-
                      Day Delinquency Ratio Test (as defined in the Agreement)
                      as of such Remittance Date must not exceed 3.5%; (iii) the
                      Average Thirty-Day Delinquency Ratio Test (as defined in
                      the Agreement) as of such Remittance Date must not exceed
                      5.5%; (iv) 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; (v) the Current Realized Loss
                      Ratio (as defined in the Agreement) as of such Remittance
                      Date must not exceed 2.25%; and (vi) the sum of the Class
                      M-1 Principal Balance and the Class B Principal Balance
                      divided by the Pool Scheduled Principal Balance as of the
                      immediately preceding Remittance Date must be equal to or
                      greater than 23.25%.

                      The Class B-1 Certificateholders will be entitled to
                      receive principal on each Remittance Date on which (i) the
                      Class A Principal Balance and Class M-1 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 Principal Balance and the Class
                      M-1 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 Class B Principal Balance as of such
                      Remittance Date, and the denominator of which is the sum
                      of: (i) the Class A Principal Balance, if any, and (ii)
                      the Class M-1 Principal Balance, if any, and (iii) the
                      Class B Principal Balance, 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 July 2000; (ii) the Average Sixty-Day
                      Delinquency Ratio Test (as defined in the Agreement) as of
                      such Remittance Date must not exceed 3.5%; (iii) the
                      Average Thirty-Day Delinquency Ratio Test (as defined in
                      the Agreement) as of such Remittance

[Merrill Lynch Logo]                         3
- --------------------------------------------------------------------------------
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>
 
                      Date must not exceed 5.5%; (iv) 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; (v) the Current
                      Realized Loss Ratio (as defined in the Agreement) as of
                      such Remittance Date must not exceed 2.25%; (vi) the Class
                      B Principal Balance divided by the Pool Scheduled
                      Principal Balance as of the immediately preceding
                      Remittance Date must be equal to or greater than 11.25%;
                      and (vii) the Class B Principal Balance must not be less
                      than $10,351,694.

INTEREST
(Class B-2):          Interest on the outstanding Class B-2 Principal Balance
                      will accrue from the Settlement Date, or from most recent
                      Remittance Date on which interest has been paid to but
                      excluding the following Remittance Date.

                      To the extent of (i) Amount Available on a Remittance Date
                      after payment of all interest and principal then payable
                      on the Class A, Class M-1 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
                      at the Class B-2 Remittance Rate on the Class B-2
                      Principal Balance.
 
                      The Class B-2 Principal Balance is the Original Class B-2
                      Principal Balance less all amounts previously distributed
                      on account of principal of the Class B-2 Certificates.

                      Interest shortfall will be carried forward, and will bear
                      interest at the Class B-2 Remittance Rate to the extent
                      legally permissible.

PRINCIPAL
(Class B-2):          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, Class M-1 and Class
                      B-1 Principal Balances have been reduced to zero, the
                      Class B-2 Certificateholders will nevertheless be entitled
                      to receive principal.

                      The Company 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 the
                      Remittance Date exceeds the Class B-2 Remaining Amount
                      Available after payment of interest on the Class B-2
                      Certificates. On each Remittance Date, Class B-2
                      Certificateholders will be entitled to receive, pursuant
                      to the Limited Guarantee, any Class B-2 Liquidation Loss
                      Amount for such Remittance Date.

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 C
                      Certificateholders, then the Guarantee Fee otherwise
                      payable to the Company, then the Monthly Servicing Fee (as
                      long as Green Tree is the Servicer), then the Class B-2
                      Certificateholders, then the Class B-1 Certificateholders,
                      and then the Class M-1 Certificateholders.

OPTIONAL REDEMPTION:  Less than 10% of the original pool balance outstanding.


[Merrill Lynch Logo]                 4
- -------------------------------------------------------------------------------
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>
 
CONTRACTS:            The information concerning the Initial Contracts presented
                      below is based on a pool originated through June 12, 1996.
                      Green Tree intends to acquire and sell additional
                      Contracts, which are sufficient to support the balance of
                      Certificates sold, to the Trust by the Closing Date.
                      Although the characteristics of the final pool of
                      Contracts will differ from the characteristics of the
                      Initial Contracts shown below, Green Tree does not expect
                      that the characteristics of the additional Contracts sold
                      to the Trust will vary materially from the information
                      concerning the Initial Contracts herein.



                           THE INITIAL CONTRACT POOL
<TABLE> 
              <C>                                <C>     
               Number of MHCs in pool:                   12,392
               Wgt. Avg. Contract Rate:                  10.18%
               Range of Rates:                   5.74% - 16.50%
               Wgt. Avg. Orig. Maturity:               288 mos.
               Range of Orig. Maturity:             24-360 mos.
               Wgt. Avg. Rem. Maturity:                288 mos.
               Range of Rem. Maturity:              24-360 mos.
               Avg. Rem Princ. Balance:              $33,697.92
               Wgt. Avg. LTV                             88.00%
               New/Used:                                82%/18%
               Single/Double                            37%/63%
               Park/Private                             30%/70%
</TABLE> 


             GEOGRAPHIC DISTRIBUTION OF INITIAL CONTRACT OBLIGORS
<TABLE>
<CAPTION>
                                 % of Contract                           % of Contract Pool
                     Number     Pool by Number    Aggregate Principal      by Outstanding
State            of Contracts    of Contracts     Balance Outstanding     Principal Balance
- -----            ------------   --------------    -------------------    ------------------                      
<S>              <C>            <C>               <C>                    <C>
NC                   1,032          8.33%           $ 37,265,184.67            8.92%
TX                     982          7.92%             32,728,020.12            7.84%
MI                     720          5.81%             28,110,416.67            6.73%
FL                     738          5.96%             27,928,980.85            6.69%
SC                     672          5.42%             24,962,899.80            5.98%
GA                     626          5.05%             21,220,796.28            5.08%
Other States(1)      7,622         61.51%            245,368,360.45           58.76%
                     -----         ------            --------------           -----
    Total           12,392        100.00%           $417,584,658.84          100.00%
                    ======        ======             ===============         ======
</TABLE>
 
(1)  Other States category includes 2 Contracts with Obligors located on United
     States military bases outside of the United States.


[Merrill Lynch Logo]                 5
- -------------------------------------------------------------------------------
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>
 
                   YEARS OF ORIGINATION OF INITIAL CONTRACTS
<TABLE>
<CAPTION>
                                                              % of Contract Pool
                          Number of    Aggregate Principal      by Outstanding
Year of Origination(1)    Contracts    Balance Outstanding    Principal Balance
- ----------------------    ---------    -------------------    ------------------
<S>                       <C>          <C>                    <C>
1985                            3        $     49,263.30              0.01%
1986                            0                   0.00              0.00%
1987                            2              35,424.46              0.01%
1988                            6             107,384.85              0.03%
1989                            9             203,651.23              0.05%
1990                            4              73,376.74              0.02%
1991                           15             296,347.05              0.07%
1992                            6              98,246.32              0.02%
1993                            1              13,410.88              0.00%
1994                           18             347,640.05              0.08%
1995                           33           1,161,457.35              0.28%
1996                       12,295         415,198,456.61             99.43%
                           ------        ---------------            ------
          Total            12,392        $417,584,658.84            100.00%
                           ======        ===============            ======
</TABLE>

             DISTRIBUTION OF ORIGINAL AMOUNTS OF INITIAL CONTRACTS
<TABLE>
<CAPTION>
                                                              % of Contract Pool
  Original Contract       Number of    Aggregate Principal      by Outstanding
Amount (in Dollars)(2)    Contracts    Balance Outstanding    Principal Balance
- ----------------------    ---------    -------------------    ------------------
<S>                       <C>          <C>                    <C>
Less than $10,000             642        $  5,004,519.60              1.20%
$10,000 - $19,999           2,399          36,441,270.38              8.73%
$20,000 - $29,999           3,311          83,121,994.57             19.90%
$30,000 - $39,999           2,299          79,362,024.11             19.01%
$40,000 - $49,999           1,547          69,251,685.92             16.58%
$50,000 - $59,999             975          53,277,083.24             12.76%
$60,000 - $69,999             575          36,984,390.08              8.86%
$70,000 - $79,999             319          23,658,799.81              5.67%
$80,000 - $89,999             176          14,916,530.58              3.57%
$90,000 - $99,999              84           7,989,016.70              1.91%
$100,000 - $109,999            26           2,695,818.94              0.65%
$110,000 - $119,999            21           2,391,255.49              0.57%
$120,000 - $129,999             6             748,445.44              0.18%
$130,000 - $139,999             7             955,463.83              0.23%
$140,000 - $149,999             3             436,103.37              0.10%
$150,000 - $159,999             0                   0.00              0.00%
$160,000 - $169,999             0                   0.00              0.00%
$170,000 - $179,999             2             350,256.78              0.08%
                           ------        ---------------            ------
          Total            12,392        $417,584,658.84            100.00%
                           ======        ===============            ======
</TABLE>
- --------------
(1)  The Contracts shown in the above table with earlier years of origination
     primarily represent Contracts originated by the Company and subsequently
     refinanced through the Company. The Company retains the first origination
     dates on its records with respect to such refinanced Contracts.
(2)  The largest original Contract amount is $176,154.00, which represent 0.04%
     of the Initial Pool Principal Balance.


[MERRILL LYNCH LOGO]                 6
- --------------------------------------------------------------------------------
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
<TABLE>
<CAPTION>
                                                                        % of Contract Pool
                                  Number of      Aggregate Principal      by Outstanding
Loan-to-Value Ratio(1)            Contracts      Balance Outstanding    Principal Balance
- ---------------------             ---------      -------------------    ------------------
<S>                               <C>            <C>                    <C>
less than 61%                          517         $ 13,601,638.40            3.26%
61 - 65%                               182            6,337,334.80            1.52%
66 - 70%                               225            7,635,425.18            1.83%
71 - 75%                               340           12,321,512.53            2.95%
76 - 80%                               721           23,054,367.29            5.52%
81 - 85%                             1,354           41,331,236.46            9.90%
86 - 90%                             3,435          115,810,037.55           27.73%
91 - 95%                             5,618          197,493,106.63           47.29%
                                    ------         ---------------          ------
   Total                            12,392         $417,584,658.84          100.00%
                                    ======         ===============          ======
</TABLE>                                  
                                       CONTRACT RATES
<TABLE>                                   
<CAPTION>                                 
                                                                        % of Contract Pool
Range of Contracts by             Number of      Aggregate Principal      by Outstanding
Contract Rate                     Contracts      Balance Outstanding    Principal Balance
- ---------------------             ---------      -------------------    ------------------
<S>                               <C>            <C>                    <C>
0.00% - 9.00%                        1,811         $105,055,896.96           25.16%
9.01% - 10.00%                       1,747           77,070,186.67           18.46%
10.01% - 11.00%                      3,858          132,419,243.91           31.71%
11.01% - 12.00%                      3,631           82,266,276.68           19.70%
12.01% - 13.00%                      1,107           18,231,712.16            4.37%
13.01% - 14.00%                         42              724,782.08            0.17%
14.01% - 15.00%                         18              153,602.16            0.04%
15.01% - 16.00%                        168            1,570,832.93            0.37%
16.01% - 17.00%                         10               92,125.29            0.02%
                                    ------         ---------------          ------
   Total                            12,392         $417,584,658.84          100.00%
                                    ======         ===============          ======
</TABLE>
                          REMAINING MONTHS TO MATURITY
<TABLE>
<CAPTION>
                                                                        % of Contract Pool
                                  Number of      Aggregate Principal      by Outstanding
Months Remaining                  Contracts      Balance Outstanding    Principal Balance
- ----------------                  ---------      -------------------    ------------------
<S>                               <C>            <C>                    <C>
less than  31                            4         $     16,601.00            0.00%
31 - 60                                271            2,210,604.36            0.53%
61 - 90                                511            6,637,312.87            1.59%
91 - 120                               967           14,303,379.25            3.43%
121 - 150                              394            6,630,570.52            1.59%
151 - 180                            2,303           52,981,143.91           12.69%
181 - 210                                7              189,211.42            0.05%
211 - 240                            2,661           84,977,993.34           20.35%
241 - 270                                3               97,356.74            0.02%
271 - 300                            1,355           49,364,514.75           11.82%
301 - 330                                0                    0.00            0.00%
331 - 360                            3,916          200,175,970.68           47.93%
                                    ------         ---------------          ------
   Total                            12,392         $417,584,658.84          100.00%
                                    ======         ===============          ======
</TABLE>
- --------
(1)  Rounded to the nearest 1%. The method of calculating loan-to-value ratios
     is described in the Prospectus.


[MERRILL LYNCH LOGO]                 7
- -------------------------------------------------------------------------------
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

<TABLE>
<CAPTION>
                  0% MHP         50% MHP        75% MHP       110% MHP
               WAL/Maturity   WAL/Maturity   WAL/Maturity   WAL/Maturity
<S>            <C>            <C>            <C>            <C>
To Call
A-1             2.53 / 02/01   1.23 / 10/98   1.00 / 04/98   0.80 / 12/97
A-2             6.63 / 12/04   3.44 / 02/01   2.77 / 03/00   2.19 / 06/99
A-3             9.80 / 07/07   5.55 / 12/02   4.48 / 10/01   3.53 / 08/00
A-4            13.34 / 04/12   8.46 / 04/07   6.97 / 06/05   5.52 / 08/03
A-5            17.28 / 02/15  12.09 / 12/09  10.20 / 12/07   8.21 / 10/05
A-6            20.78 / 10/19  15.71 / 10/14  13.64 / 07/12  11.32 / 01/10
A-7            26.29 / 03/24  22.39 / 01/21  20.34 / 02/19  17.59 / 03/16
M-1            20.99 / 03/24  16.40 / 01/21  14.44 / 02/19  12.22 / 03/16
B-1            16.94 / 02/18  11.91 / 01/13  10.08 / 11/10   8.23 / 07/08
B-2            25.92 / 03/24  22.00 / 01/21  19.98 / 02/19  17.26 / 03/16
To Maturity
A-7            26.64 / 02/26  23.17 / 07/25  21.29 / 12/24  18.71 / 07/23
M-1            21.12 / 02/26  16.69 / 07/25  14.80 / 12/24  12.65 / 07/23
B-2            27.14 / 09/26  24.85 / 09/26  23.72 / 09/26  22.29 / 09/26



                 125% MHP       150% MHP       200% MHP       300% MHP
               WAL/Maturity   WAL/Maturity   WAL/Maturity   WAL/Maturity
To Call
A-1             0.74 / 11/97   0.65 / 09/97   0.54 / 06/97   0.40 / 03/97
A-2             2.02 / 03/99   1.79 / 11/98   1.47 / 06/98   1.09 / 12/97
A-3             3.24 / 04/00   2.85 / 11/99   2.32 / 03/99   1.72 / 06/98
A-4             5.07 / 02/03   4.46 / 04/02   3.49 / 11/00   2.53 / 08/99
A-5             7.56 / 01/05   6.67 / 02/04   5.12 / 05/02   3.46 / 04/00
A-6            10.50 / 02/09   9.32 / 10/07   7.31 / 06/05   4.77 / 06/02
A-7            16.62 / 04/15  15.10 / 09/13  12.44 / 11/10   8.78 / 01/07
M-1            11.43 / 04/15  10.24 / 09/13   9.01 / 11/10   7.39 / 01/07
B-1             7.59 / 09/07   6.67 / 06/06   6.13 / 04/05   5.48 / 11/03
B-2            16.34 / 04/15   14.85 /09/13  12.61 / 11/10   9.63 / 01/07
To Maturity
A-7            17.71 / 10/22  16.17 / 04/21  13.43 / 04/18   9.55 / 04/13
M-1            11.85 / 10/22  10.65 / 04/21   9.46 / 04/18   7.89 / 04/13
B-2            21.64 / 09/26  20.52 / 09/26  18.61 / 09/26  14.96 / 09/26
</TABLE>


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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 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
definitive Term Sheet on any matter discussed in this communication. A final
prospectus and prospectus supplement may be obtained by contacting the Merrill
Lynch Trading Desk and (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.

     
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