<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): April 15, 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
----------- -----------
99.1 External Computational and Descriptive
Information distributed in connection with
Manufactured Housing Contract Senior/
Subordinated Pass-Through Certificates,
Series 1996-3, issued by Green Tree
Financial Corporation, as Seller and
Servicer.
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: April 17, 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
- ------ ----
99.1 External Computational and Descriptive Information
distributed in connection with Manufactured Housing
Contract Senior/Subordinated Pass-Through Certificates,
Series 1996-3, issued by Green Tree Financial Corporation,
as Seller and Servicer. 5
4
<PAGE>
Neither Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch")
nor any of its affiliates makes any representation as to the accuracy or
completeness of the information herein. The information contained herein is
preliminary and will be superseded by the applicable prospectus supplement and
by any other information subsequently filed with the Securities and Exchange
Commission.
The information contained herein will be superseded by the description of the
collateral pool contained in the prospectus supplement relating to the
securities.
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, solicitation 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 information on any matter discussed in this communication. A final
prospectus and prospectus supplement may be obtained by contacting the Merrill
Lynch Trading Desk at (212) 449-3659.
<PAGE>
[LOGO OF MERRILL LYNCH] MERRILL LYNCH COMPUTATIONAL MATERIALS
================================================================================
Issuer: Green Tree Financial Corporation
Deal: Manufactured Housing Contract Senior/Subordinate
Pass-Through Certificates, Series 1996-3.
Size: $371,878,810 (Approx.)
Cut-Off Date: April 1, 1996
Exp. Pricing: April 15, 1996
Exp. Settlement: April 22, 1996
Legal Final: May 2027
<TABLE>
<CAPTION>
Ratings WAL Exp Final
Amount (Moody's/S&P/Fitch) @ 110% MHP Maturity
<S> <C> <C> <C> <C>
To Call:
A-1 $51,000,000 Aaa/AAA/AAA 1.10 25
A-2 $57,000,000 Aaa/AAA/AAA 3.06 50
A-3 $45,000,000 Aaa/AAA/AAA 5.16 77
A-4 $35,000,000 Aaa/AAA/AAA 7.54 105
A-5 $47,000,000 Aaa/AAA/AAA 10.62 153
A-6 $73,650,000 Aaa/AAA/AAA 16.75 228
M-1 $33,470,000 Aa3/AA-/AA- 11.71 228
B-1 $14,875,000 Baa1/BBB+/BBB+ 7.65 132
B-2 $14,883,810 Baa1/A-/A 16.12 228
To Maturity
A-6 $73,650,000 Aaa/AAA/AAA 17.79 317
M-1 $33,470,000 Aa3/AA-/AA- 12.12 317
B-2 $14,883,810 Baa1/A-/A 20.70 363
</TABLE>
SELLER/
SERVICER: Green Tree Financial Corporation ("GTFC").
TRUSTEE: Firstar Trust Company, Milwaukee, Wisconsin.
UNDERWRITERS: Merrill Lynch (Lead), Lehman Brothers (Co.), Salomon Brothers
(Co.).
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.
- --------------------------------------------------------------------------------
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>
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
May 15, 1996.
CREDIT
ENHANCEMENT: Class A: 17.0% subordination (Class M-1, B-1, and B-2) &
Residual (Class C)
Class M-1: 8.0% subordination (Class B-1, and B-2) & Residual
(Class C)
Class B-1: 4.0% subordination (Class B-2) & Residual (Class C)
Class B-2: Limited Guarantee plus Residual (Class C)
OPTIONAL
REDEMPTION: Less than 10% of the original pool balance outstanding.
Number of MHCs in pool: 12,050
Wgt. Avg. Contract Rate: 9.93%
Range of Rates: 4.99%-16.75%
Wgt. Avg. Orig. Maturity: 273 mos.
Range of Orig. Maturity: 24-360 mos.
Wgt. Avg. Rem. Maturity: 273 mos.
Range of Rem. Maturity: 24-360 mos.
Avg. Balance: $30,861.31
Wgt. Avg. LTV 88.63%
New/Used: 78%/22%
Single/Double 43%/57%
Park/Private 35%/65%
DISTRIBUTION OF ORIGINAL LOAN-TO-VALUE RATIOS
<TABLE>
<CAPTION>
Aggr. Princ. % of Contr Pool
# of Contr. Bal. Outst. by Outst. Princ.
as of as of Bal. as of
Loan-to-Value Ratio(1) Cut-off Date Cut-off Date Cut-off Date
<S> <C> <C> <C>
less than 61 417 10,036,423.61 2.70%
61 - 65 124 4,025,715.20 1.08%
66 - 70 196 6,588,301.70 1.77%
71 - 75 304 10,067,476.28 2.71%
76 - 80 670 17,692,998.76 4.76%
81 - 85 1,339 37,636,258.52 10.12%
86 - 90 3,386 103,642,565.09 27.87%
91 - 95 5,603 181,588,657.62 48.83%
greater than 95 11 600,413.20 0.16%
------ --------------- ------
Total 12,050 $371,878,809.98 100.00%
====== =============== ======
</TABLE>
- --------------------------------------------------------------------------------
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.
2
<PAGE>
GEOGRAPHIC DISTRIBUTION
<TABLE>
<CAPTION>
% of Contr.Pool Aggr. Princ. % of Contr Pool
# of Contr. by # of Contr. Bal. Outst. by Outst. Princ.
as of as of as of Bal. as of
State Cut-off Date Cut-off Date Cut-off Date Cut-off Date
<S> <C> <C> <C> <C>
NC 1,165 9.67% 37,665,845.41 10.13%
TX 1,039 8.62% 33,521,489.72 9.01%
FL 712 5.91% 25,261,645.81 6.79%
SC 659 5.47% 22,905,289.13 6.16%
GA 679 5.63% 21,416,873.05 5.76%
AL 675 5.60% 18,963,693.61 5.10%
Other States 7,121 59.10% 212,143,973.25 57.05%
------ ------ --------------- ------
Total 12,050 100.00% $371,878,809.98 100.00%
====== ====== =============== ======
</TABLE>
CONTRACT RATES
<TABLE>
<CAPTION>
Aggr. Princ. % of Contr Pool
# of Contr. Bal. Outst. by Outst. Princ.
as of as of Bal. as of
Range of Rates Cut-off Date Cut-off Date Cut-off Date
<S> <C> <C> <C>
0.00000% - 9.00000% 1,835 93,070,992.67 25.03%
9.00001% - 10.00000% 2,563 99,330,279.17 26.71%
10.00001% - 11.00000% 4,975 134,290,437.23 36.11%
11.00001% - 12.00000% 2,350 41,298,063.10 11.11%
12.00001% - 13.00000% 127 2,003,064.64 0.54%
13.00001% - 14.00000% 3 34,453.68 0.01%
14.00001% - 15.00000% 180 1,705,084.77 0.45%
15.00001% - 16.00000% 16 138,014.52 0.04%
16.00001% - 17.00000 1 8,420.20 0.00%
greater than 17.00000% 0 0.00 0.00%
------ --------------- ------
Total 12,050 $371,878,809.98 100.00%
====== =============== ======
</TABLE>
YEARS OF ORIGINATION OF CONTRACTS
<TABLE>
<CAPTION>
Aggr. Princ. % of Contr Pool
# of Contr. Bal. Outst. by Outst. Princ.
as of as of Bal. as of
Year of Origination Cut-off Date Cut-off Date Cut-off Date
<S> <C> <C> <C>
1985 9 128,213.51 0.03%
1986 8 109,499.83 0.03%
1987 10 153,820.05 0.04%
1988 17 305,298.43 0.08%
1989 20 411,057.21 0.11%
1990 35 794,374.15 0.21%
1991 26 573,821.62 0.15%
1992 29 623,963.82 0.17%
1993 13 221,867.73 0.06%
1994 98 2,364,305.11 0.64%
1995 85 2,409,943.71 0.65%
1996 11,700 363,782,644.81 97.83%
------ --------------- ------
Total 12,050 $371,878,809.98 100.00%
====== =============== ======
</TABLE>
- -----------------------------------------------------------------------------
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.
3
<PAGE>
DISTRIBUTION OF ORIGINAL CONTRACT AMOUNTS
<TABLE>
<CAPTION>
Aggr. Princ. % of Contr Pool
# of Contr. Bal. Outst. by Outst. Princ.
as of as of Bal. as of
Original Contr. $Cut-off Date Cut-off Date Cut-off Date
<S> <C> <C> <C>
less than $10,000 676 5,266,110.08 1.42%
$10,000 - $19,999 2,663 40,738,896.93 10.95%
$20,000 - $29,999 3,590 89,628,197.63 24.10%
$30,000 - $39,999 2,219 76,483,983.59 20.57%
$40,000 - $49,999 1,378 61,448,011.97 16.53%
$50,000 - $59,999 766 41,660,556.14 11.20%
$60,000 - $69,999 361 23,218,268.55 6.24%
$70,000 - $79,999 182 13,553,216.26 3.64%
$80,000 - $89,999 108 9,120,594.52 2.45%
$90,000 - $99,999 74 7,064,161.72 1.91%
$100,000 - $109,999 20 2,109,036.13 0.57%
$110,000 - $119,999 8 909,798.30 0.24%
$120,000 - $129,999 3 378,536.45 0.10%
$130,000 - $139,999 0 0.00 0.00%
$140,000 - $149,999 1 144,197.33 0.04%
$150,000 - $159,999 1 155,244.38 0.04%
Total 12,050 $371,878,809.98 100.00%
====== =============== ======
</TABLE>
REMAINING MONTHS TO MATURITY
<TABLE>
<CAPTION>
Aggr. Princ. % of Contr Pool
# of Contr. Bal. Outst. by Outst. Princ.
as of as of Bal. as of
Mos Rem. to Sch. Mat. Cut-off Date Cut-off Date Cut-off Date
<S> <C> <C> <C>
less than 31 4 20,395.50 0.01%
31 - 60 308 2,502,973.44 0.67%
61 - 90 528 6,845,860.17 1.84%
91 - 120 1,037 15,260,776.31 4.10%
121 - 150 512 8,653,345.86 2.33%
151 - 180 2,510 57,122,976.95 15.36%
181 - 210 17 498,835.22 0.13%
211 - 240 2,843 88,796,043.36 23.88%
241 - 270 1 51,283.01 0.01%
271 - 300 1,436 51,242,686.85 13.78%
301 - 330 0 0.00 0.00%
331 - 360 2,854 140,883,633.31 37.89%
------ --------------- ------
Total 12,050 $371,878,809.98 100.00%
====== =============== ======
</TABLE>
- --------------------------------------------------------------------------------
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.
4
<PAGE>
STRUCTURE:
Class A: The Class A Certificates are Senior Certificates. The Class M-1, B,
and C (Residual) Certificates are Subordinated Certificates. The
Class C Certificates are not being offered hereby. The Senior
Certificates will receive interest concurrently at their respective
Remittance Rates on the outstanding Class A-1, A-2, A-3, A-4, A-5,
and A-6 Principal Balances. The Class A Certificates will accrue
interest from the Settlement Date or from the most recent Remittance
Date on which interest has been paid to but excluding the following
Remittance Date. The Class A Certificateholders will receive the
Class A Percentage of the Formula Principal Distribution Amount,
which is equal to the sum of (i) all scheduled payments of principal
due on each outstanding Contract during the month preceding the
month in which the Remittance Date occurs, (ii) the Scheduled
Principal Balance of each Contract which, during the month preceding
the month of such Remittance Date, was purchased by the company
pursuant to the Agreement on account of certain breaches of its
representations and warranties, (iii) all Partial Principal
Prepayments applied and all Principal Prepayments in Full received
during such preceding month and (iv) the Scheduled Principal Balance
of each Contract that became a Liquidated Contract during such
preceding month.
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.
Class A Percentage will be distributed sequentially to the Class
A-1, A-2, A-3, A-4, A-5, and A-6 Certificateholders until the
Class A Certificates have been reduced to zero.
THE "CLASS A PRINCIPAL BALANCE" as of any Remittance Date is the sum
of the Class A-1 Principal Balance, the Class A-2 Principal Balance,
the Class A-3 Principal Balance, the Class A-4 Principal Balance,
the Class A-5 Principal Balance, and the Class A-6 Principal
Balance.
- --------------------------------------------------------------------------------
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.
5
<PAGE>
Class M-1: Interest will be paid to the Class M-1 Certificates at the Class M-1
Remittance Rate on the then outstanding Class M-1 Principal Balance,
after payment of all interest and all principal due to the Class A
Certificates. Interest will accrue from the Settlement Date or from
the most recent Remittance Date on which interest was paid to but
excluding the following Remittance Date. The Class M-1 is
subordinate to the Senior Classes. The amount of deficiency on each
Remittance Date will be carried forward, and the amount so carried
forward will bear interest at the Class M-1 Remittance Rate.
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 a 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 May 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 25.5%.
- --------------------------------------------------------------------------------
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.
6
<PAGE>
Class B-1: Interest will be paid to the Class B-1 Certificates at the Class B-1
Remittance Rate on the then outstanding Class B-1 Principal Balance,
after payment of all interest and all principal due to the Class A
and M-1 Certificates. Interest 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. The deficiency
amount will be carried forward and will bear interest at the Class
B-1 Remittance Rate.
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 May 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) 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 12% and (vii) the Class B Principal Balance must not be less
than $7,437,577.
Class B-2: Interest will be paid to the Class B-2 Certificates at the Class B-2
Remittance Rate, after payment of all interest and principal due on
the Class A, M-1, and B-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.
7
<PAGE>
Certificates. Interest 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. The deficient amount
will be carried forward and will bear interest at the Class B-2
Remittance Rate.
Except for payments of the Class B-2 Principal Liquidation Loss
Amount, payments of principal on the Class B-2 Certificates will not
commence until the Remittance Date on which the Class B-1 Principal
Balance has been reduced to zero (the "Eighth Cross-over Date"), and
will be made on that Remittance Date and each Remittance Date
thereafter only if each Class B Principal Distribution Test is
satisfied on such Remittance Date (unless the Class A Principal
Balance, the Class M-1 Principal Balance and the Class B-1 Principal
Balance have been reduced to zero).
The Class B-2 Certificateholders will receive the Class B Percentage
of the Formula Principal Distribution Test on each Remittance Date
on or after the Eighth Cross-over Date on which each Class B
Principal Distribution Test is satisfied.
The Class B-2 Certificateholders will have the benefit of a limited
guarantee (the "Limited Guarantee") of GTFC to protect against
losses that would otherwise be absorbed by the Class B-2
Certificateholders. To the extent that funds in the Certificate
Account are insufficient to distribute to the Class B-2
Certificateholders, the GTFC will be obligated to pay the Guarantee
Payment (interest & liquidation losses).
- --------------------------------------------------------------------------------
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.
8
<PAGE>
MHP PREPAYMENT SENSITIVITIES
<TABLE>
<CAPTION>
80% MHP 90% MHP 100% MHP 110% MHP
WAL/Maturity WAL/Maturity WAL/Maturity WAL/Maturity
To Call
<S> <C> <C> <C> <C>
A-1 1.32 /10/98 1.24 / 8/98 1.16 / 6/98 1.10 / 5/98
A-2 3.70 / 4/01 3.46 /12/00 3.24 / 9/00 3.06 / 6/00
A-3 6.22 / 1/04 5.82 / 7/03 5.46 / 2/03 5.16 / 9/02
A-4 8.99 / 8/06 8.45 / 1/06 7.96 / 7/05 7.54 / 1/05
A-5 12.38 /11/10 11.75 / 3/10 11.16 / 8/09 10.62 / 1/09
A-6 18.81 / 6/17 18.03 / 7/16 17.36 /11/15 16.75 / 4/15
M-1 13.43 / 6/17 12.82 / 7/16 12.26 /11/15 11.71 / 4/15
B-1 9.08 / 2/09 8.59 / 7/08 8.12 /11/07 7.65 / 4/07
B-2 18.16 / 6/17 17.37 / 7/16 16.72 /11/15 16.12 / 4/15
To Maturity
A-6 19.82 / 2/24 19.12 / 9/23 18.44 / 3/23 17.79 / 9/22
M-1 13.84 / 2/24 13.26 / 9/23 12.69 / 3/23 12.12 / 9/22
B-2 22.04 / 7/26 21.58 / 7/26 21.16 / 7/26 20.70 / 7/26
125% MHP 150% MHP 200% MHP
WAL/Maturity WAL/Maturity WAL/Maturity
To Call
A-1 1.02 / 3/98 0.90 /12/97 0.74 / 9/97
A-2 2.81 / 2/00 2.49 / 8/99 2.04 / 1/99
A-3 4.74 / 3/02 4.16 / 6/01 3.31 / 3/00
A-4 6.94 / 5/04 6.11 / 6/03 4.66 /10/01
A-5 9.86 / 3/08 8.76 /12/06 6.86 /10/04
A-6 15.83 / 5/14 14.40 /11/12 11.92 / 4/10
M-1 11.01 / 5/14 10.00 /11/12 8.86 / 4/10
B-1 7.11 / 7/06 6.40 / 7/05 5.92 / 7/04
B-2 15.25 / 5/14 13.93 /11/12 11.98 / 4/10
To Maturity
A-6 16.85 /10/21 15.40 / 6/20 12.83 / 5/17
M-1 11.42 /10/21 10.41 / 6/20 9.30 / 5/17
B-2 20.00 / 7/26 18.94 / 7/26 17.12 / 7/26
</TABLE>
- --------------------------------------------------------------------------------
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.
9
<PAGE>
The attached tables and other statistical analyses (the "Computational
Material") are privileged and confidential and are intended for use by the
addressee only. These Computational Materials are 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 Computational Material
which may or may not be stated therein. As such, no assurance can be given as
to the accuracy, appropriateness or completeness of the Computational Materials
in any particular context; or as to whether the Computational Materials and/or
the assumptions upon which they are based reflect present market conditions or
future market performance. These Computational Materials 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 Computational
Materials 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 Computational Materials.
Furthermore, unless otherwise provided, the Computational Materials assume no
losses on the underlying assets and no interest shortfall. The specific
characteristics of the securities may differ from those shown in the
Computational Materials due to differences between the actual underlying assets
and the hypothetical assets used in preparing the Computational Materials. The
principal amount and designation of any security described in the Computational
Materials 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 Computational Materials on any matter discussed in this
communication. A final prospectus and prospectus
- --------------------------------------------------------------------------------
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.
10
<PAGE>
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.
- --------------------------------------------------------------------------------
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.
11
