GREEN TREE FINANCIAL CORP
8-K, 1996-10-29
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):  October 23, 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
                                    $450,000,000 Manufactured Housing Contract 
                                    Senior/Subordinate Pass-Through 
                                    Certificates, Series 1996-9.

     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:  October 29, 1996             GREEN TREE FINANCIAL CORPORATION
 

                                    By: /s/ Phyllis A. Knight
                                       _____________________________
                                       Phyllis A. Knight
                                       Vice President and Treasurer



                                       3


<PAGE>
 
  INDEX TO EXHIBITS


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

   99            External Computational and Descriptive                       5
                 Information distributed in connection
                 with $450,000,000 Manufactured Housing
                 Contract Senior/Subordinate Pass-Through
                 Certificates, Series 1996-9.


                                       4




<PAGE>
 
                       TERM SHEET DATED OCTOBER 23, 1996


                       Green Tree Financial Corporation
               Manufactured Housing Contract Senior/Subordinate 
                   Pass-Through Certificates, Series 1996-9
                          $450,000,000 (Approximate)

                              Subject to Revision




SELLER/SERVICER:   Green Tree Financial Corporation ("Green Tree").

TRUSTEE:           Firstar Trust Company, Milwaukee, Wisconsin.

UNDERWRITERS:      Merrill Lynch & Co. (Lead), Lehman Brothers, Salomon Brothers
                   Inc

<TABLE> 
<CAPTION> 

                                      Ratings             WAL      Exp Final
                  Amount        (Moody's/S&P/Fitch)   @ 135% MHP    Maturity
                  ------        -------------------   ----------   ---------
<S>           <C>                 <C>                   <C>          <C>  
To Call:   
  A-1          $55,000,000        Aaa/AAA/AAA            0.91         20

  A-2          $30,000,000        Aaa/AAA/AAA            2.07         29

  A-3          $41,000,000        Aaa/AAA/AAA            3.02         43

  A-4          $83,000,000        Aaa/AAA/AAA            5.09         83

  A-5          $48,500,000        Aaa/AAA/AAA            8.24        116

  A-6         $122,750,000        Aaa/AAA/AAA           14.78        222

  M-1          $36,000,000        Aa3/AA-/AA-           11.05        222

  B-1          $18,000,000      Baa1/BBB+/BBB+           7.21        129

  B-2          $15,750,000        Baa1/A-/A             15.99        222


To Maturity
  A-6         $122,750,000        Aaa/AAA/AAA           15.57        313

  M-1          $36,000,000        Aa3/AA-/AA-           11.47        313

  B-2          $15,750,000        Baa1/A-/A             21.36        363

</TABLE> 

CUT-OFF DATE:            October 1, 1996 (or the date of origination, if later)

EXP. PRICING:            October 24, 1996         

EXP. SETTLEMENT:         November 7, 1996

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 December 16, 1996.

ERISA:                   Class A Certificates are ERISA eligible, subject to the
                         conditions set forth in the Prospectus Supplement. 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.

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


[LOGO OF MERRILL LYNCH APPEARS HERE]
                                       1
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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>
 
                                   STRUCTURE

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) 

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 December 16,
                      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.


[LOGO OF MERRILL LYNCH APPEARS HERE]
                                       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>
 
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 and A-6
                       Certificateholders.

                       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 December 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.

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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 Class B Distribution Test will be satisfied if each
                       of the following tests is satisfied: (i) the Remittance
                       Date occurs in or after December 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 11.25%; and (vii) the Class B Principal Balance 
                       must not be less than $9,000,000. 

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 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.

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                                       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
                       October 16, 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.

<TABLE> 
<CAPTION> 
                           THE INITIAL CONTRACT POOL

                   <S>                      <C> 
                   Number of MHCs in pool:           7,430
                   Wgt. Avg. Contract Rate:         10.35%
                   Range of Rates:          5.74% - 16.75%
                   Wgt. Avg. Orig. Maturity:      298 mos.
                   Range of Orig. Maturity:    24-360 mos.
                   Wgt. Avg. Rem. Maturity:       298 mos.
                   Range of Rem. Maturity:     24-360 mos.
                   Avg. Rem Princ. Balance:     $35,111.26
                   Wgt. Avg. LTV                    87.51%
                   New/Used:                       80%/20%
                   Single/Double                   35%/65%
                   Park/Private                    31%/69%
</TABLE> 
<TABLE> 
<CAPTION> 

             GEOGRAPHIC DISTRIBUTION OF INITIAL CONTRACT OBLIGORS
                                    % 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                    669              9.01%             $25,975,750.79                 9.95%
TX                    630              8.49%              21,243,499.99                 8.13%
SC                    357              4.81%              13,840,942.97                 5.31%
MI                    374              5.04%              13,818,365.39                 5.30%
NM                    293              3.94%              13,608,121.54                 5.22%
FL                    362              4.88%              13,531,221.67                 5.19%
Other States/(1)/   4,745             63.86%             158,858,757.00                60.89%
                    -----             ------             --------------                ------
    Total           7,430            100.03%/(2)/       $260,876,659.35                99.99%/(2)/
                    -----            ----------         ---------------                -------   
</TABLE> 
- -----------------
(1)   Other States category includes those States which consitute less than
      5.00% of the outstanding balance of the Initial Pool of Contracts.
(2)   The percentages do not add up to 100.00% due to rounding.


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                                       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>
 
<TABLE> 
<CAPTION> 
                                             YEARS OF ORIGINATION OF INITIAL CONTRACTS

                                                                                                 % of Contract Pool
                                                   Number of         Aggregate Principal           by Outstanding
Year of Origination(1)                             Contracts         Balance Outstanding          Principal Balance
- ---------------------                              ---------         -------------------         ------------------
<S>                                               <C>               <C>                              <C> 
1980                                                  1                   $8,477.31                       *
1981                                                  0                        0.00                   0.00%
1982                                                  0                        0.00                   0.00%
1983                                                  0                        0.00                   0.00%
1984                                                  0                        0.00                   0.00%
1985                                                  4                   42,604.90                   0.02%
1986                                                  1                   22,475.84                   0.01%
1987                                                  2                   49,045.43                   0.02%
1988                                                  0                        0.00                   0.00%
1989                                                  5                  119,234.57                   0.05%
1990                                                 11                  212,911.46                   0.08%
1991                                                  3                   38,761.44                   0.01%
1992                                                  1                   19,731.58                   0.01%
1993                                                  0                        0.00                   0.00%
1994                                                 13                  356,504.60                   0.14%
1995                                                 35                1,727,585.84                   0.66%
1996                                              7,354              258,279,326.38                  99.00%
                                                  -----              --------------                  ------ 
     Total                                        7,430             $260,876,659.35                 100.00%
                                                  -----             ---------------                 -------

                                       DISTRIBUTION OF ORIGINAL AMOUNTS OF INITIAL CONTRACTS
                                                                                               % 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                                443                  $3,401,209.85                   1.30%
$10,000 - $19,999                              1,368                  20,683,381.00                   7.93%
$20,000 - $29,999                              1,807                  45,219,255.45                  17.33%
$30,000 - $39,999                              1,376                  47,582,960.94                  18.25%
$40,000 - $49,999                                907                  40,641,643.24                  15.58%
$50,000 - $59,999                                622                  33,993,365.91                  13.03%
$60,000 - $69,999                                392                  25,358,091.58                   9.72%
$70,000 - $79,999                                225                  16,805,860.24                   6.44%
$80,000 - $89,999                                147                  12,396,353.69                   4.75%
$90,000 - $99,999                                 76                   7,172,976.68                   2.75%
$100,000 - $109,999                               33                   3,450,925.50                   1.32%
$110,000 - $119,999                               19                   2,209,820.26                   0.85%
$120,000 - $129,999                               11                   1,378,798.84                   0.53%
$130,000 - $139,999                                2                     263,958.17                   0.10%
$140,000 - $149,999                                0                           0.00                   0.00%
$150,000 - $159,999                                1                     150,925.51                   0.06%
$160,000 - $169,999                                1                     167,132.49                   0.06%
                                                   -                     ----------                   -----
      Total                                    7,430                $260,876,659.35                 100.00%
                                               -----                ---------------                 -------
</TABLE> 
- --------------------
*   Indicates an amount greater than zero but less than 0.005% of the aggregate
    principal balance.

(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 $167,296.07, which represent 0.06%
    of the Initial Pool Principal Balance.


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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>
 
<TABLE> 
<CAPTION> 

                                           DISTRIBUTION OF ORIGINAL LOAN-TO-VALUE RATIOS
                                                                                               % 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%                                       314                  $8,143,885.93                3.12%
61 - 65%                                             99                   3,154,881.98                1.21%
66 - 70%                                            180                   6,357,636.78                2.44%
71 - 75%                                            234                   8,434,222.92                3.23%
76 - 80%                                            590                  18,168,488.88                6.96%
81 - 85%                                            852                  29,001,971.41               11.12%
86 - 90%                                          2,146                  76,431,323.31               29.30%
91 - 95%                                          3,015                 111,184,248.14               42.62%
                                                  -----                 --------------               ------
     Total                                        7,430                $260,876,659.35              100.00%
                                                  -----                ---------------              -------
</TABLE> 
<TABLE> 
<CAPTION> 
                                                          CONTRACT RATES
                                                                                                % 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%                                      881                     $51,370,014.67             19.69%
9.01% - 10.00%                                   1,208                      58,053,018.59             22.25%
10.01% - 11.00%                                  2,021                      73,657,757.67             28.24%
11.01% - 12.00%                                  1,990                      54,872,776.94             21.03%
12.01% - 13.00%                                  1,081                      19,930,949.32              7.64%
13.01% - 14.00%                                     93                       1,529,393.19              0.59%
14.01% - 15.00%                                      1                           8,056.36                  *
15.01% - 16.00%                                    143                       1,334,029.89              0.51%
16.01% - 17.00%                                     12                         120,662.72              0.05%
                                                    --                         ----------              -----
      Total                                      7,430                    $260,876,659.35            100.00%
                                                 -----                    ---------------            -------
</TABLE> 
 
<TABLE> 
<CAPTION> 
                                                  
                                                   REMAINING MONTHS TO MATURITY
                                                                                                % of Contract Pool
                                              Number of               Aggregate Principal         by Outstanding
Months Remaining                              Contracts               Balance Outstanding        Principal Balance
- ----------------                              ---------               -------------------       -------------------
<S>                                            <C>                      <C>                           <C> 
less than 31                                      3                           $9,680.37                       *
31 - 60                                         192                        1,584,067.59                   0.61%
61 - 90                                         295                        3,847,852.74                   1.47%
91 - 120                                        577                        8,731,189.87                   3.35%
121 - 150                                       180                        3,179,576.39                   1.22%
151 - 180                                     1,217                       26,711,977.82                  10.24%
181 - 210                                         3                           61,573.30                   0.02%
211 - 240                                     1,441                       45,489,643.27                  17.44%
241 - 270                                         0                                0.00                   0.00%
271 - 300                                       748                       25,868,606.72                   9.92%
301 - 330                                         0                                0.00                   0.00%
331 - 360                                     2,774                      145,392,491.28                  55.73%
                                              -----                      --------------                  ------
      Total                                   7,430                     $260,876,659.35                 100.00%
                                              -----                     ---------------                 -------  
</TABLE> 
- --------------------
*   Indicates an amount greater than zero but less than 0.005% of the aggregate
    principal balance.
(1) Rounded to the nearest 1%. The method of calculating loan-to-value ratios is
    described in the Prospectus.


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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>
 
<TABLE> 
<CAPTION> 
                                                  MHP PREPAYMENT SENSITIVITIES/(1)/

                              0% MHP                50% MHP                     75% MHP                110% MHP
                          WAL/Maturity            WAL/Maturity                WAL/Maturity           WAL/Maturity
To Call         
<S>                        <C>                     <C>                         <C>                    <C> 
A-1                        3.38 / 12/02            1.62 / 11/99                1.31 / 04/99           1.04 / 10/98
A-2                        7.31 / 05/05            3.76 / 05/01                3.01 / 06/00           2.37 / 09/99
A-3                        9.95 / 03/08            5.50 / 05/03                4.43 / 02/02           3.47 / 12/00
A-4                       14.33 / 06/14            9.01 / 09/08                7.40 / 10/06           5.86 / 10/04
A-5                       19.26 / 12/17           13.71 / 06/12               11.64 / 04/10           9.42 / 11/07
A-6                       25.55 / 10/24           21.33 / 11/21               19.21 / 02/20          16.40 / 01/17
M-1                       21.59 / 10/24           16.81 / 11/21               14.78 / 02/20          12.38 / 01/17
B-1                       17.65 / 05/19           12.20 / 12/13               10.25 / 07/11           8.26 / 01/09
B-2                       26.36 / 10/24           22.52 / 11/21               20.53 / 02/20          17.61 / 01/17
To Maturity            
A-6                       25.79 / 07/26           21.86 / 12/25               19.83 / 06/25          17.22 / 03/24
M-1                       21.72 / 07/26           17.09 / 12/25               15.11 / 06/25          12.83 / 03/24
B-2                       27.46 / 02/27           25.13 / 02/27               23.95 / 02/27          22.42 / 02/27
</TABLE> 

<TABLE> 
<CAPTION> 

                            125% MHP                150% MHP                    200% MHP               300% MHP
                          WAL/Maturity            WAL/Maturity                WAL/Maturity           WAL/Maturity
<S>                       <C>                     <C>                         <C>                    <C> 
To Call
A-1                        0.96 / 08/98            0.85 / 06/98                0.69 / 02/98           0.51 / 10/97
A-2                        2.18 / 06/99            1.93 / 02/99                1.58 / 09/98           1.16 / 03/98
A-3                        3.18 / 08/00            2.80 / 03/00                2.27 / 07/99           1.68 / 10/98
A-4                        5.37 / 02/04            4.70 / 03/03                3.65 / 09/01           2.62 / 03/00
A-5                        8.68 / 01/07            7.63 / 11/05                5.88 / 11/03           3.84 / 05/01
A-6                       15.41 / 01/16           13.88 / 05/14               11.25 / 05/11           7.78 / 06/07
M-1                       11.56 / 01/16           10.40 / 05/14                9.12 / 05/11           7.45 / 06/07
B-1                        7.61 / 02/08            6.76 / 11/06                6.20 / 09/05           5.54 / 04/04
B-2                       16.63 / 01/16           15.10 / 05/14               12.72 / 05/11           9.70 / 06/07
To Maturity             
A-6                       16.20 / 06/23           14.66 / 01/22               12.00 / 02/19           8.34 / 10/13
M-1                       11.99 / 06/23           10.82 / 01/22                9.59 / 02/19           7.96 / 10/13
B-2                       21.80 / 02/27           20.74 / 02/27               18.77 / 02/27          15.17 / 02/27


(1)   The following are the assumed characteristics of Subsequent Contracts as of the Cut-off Date:
                       Aggregate Principal           Wtd Avg                      Wtd Avg               Wtd Avg
Months Remaining       Balance Outstanding        Original Term               Remaining Term         Contract Rate
- ----------------       -------------------        -------------               --------------         -------------
0 to 119                  $5,857,380.16                 80                          80                  11.572%
120 to 179                12,886,291.49                 128                         128                 12.020%
180 to 239                24,966,522.55                 181                         181                 11.507%
240 to 299                37,946,856.05                 241                         241                 11.040%
300 to 359                26,387,656.61                 305                         305                 10.539%
360                       81,078,633.79                 360                         360                 10.200%
                          -------------
   Total                $189,123,340.65   
                         --------------

</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 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 
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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