<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): March 11, 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
Certificates for Home Improvement Loans,
Series 1996-A, issued by Green Tree
Financial Corporation, as Seller and
Servicer.
99.2 External Computational and Descriptive
Information distributed in connection with
Certificates for Home Improvement Loans,
Series 1996-B, 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: March 12, 1996 GREEN TREE FINANCIAL CORPORATION
By: /s/ John W. Brink
___________________________
John W. Brink
Executive Vice President
and Chief Financial Officer
3
<PAGE>
INDEX TO EXHIBITS
Exhibit
- -------
Number Page
- ------ ----
99.1 External Computational and Descriptive Information
distributed in connection with Certificates for Home
Improvement Loans, Series 1996-A, issued by Green
Tree Financial Corporation, as Seller and Servicer. 5
99.2 External Computational and Descriptive Information
distributed in connection with Certificates for Home
Improvement Loans, Series 1996-B, issued by Green
Tree Financial Corporation, as Seller and Servicer. 14
4
<PAGE>
[LOGO] Merrill Lynch COMPUTATIONAL MATERIALS
- -------------------------------------------------------------------------------
Issuer: Green Tree Financial Corporation
Deal: Certificates for Home Improvement Loans.
Home Improvement Loan Trust 1996-A (Secured)
Size: $93,726,023 (Approximate)
Exp Pricing: March 7, 1996.
Exp Settlement: March 14, 1996
Cert. Legal Final February, 2026
<TABLE>
<CAPTION>
Ratings WAL Exp. Final
Amount Moody's/S&P @ 15% CPR Maturity
To Call
<S> <C> <C> <C> <C>
A-1 $32,000,000 Aaa/AAA 1.02 4/98
A-2 $21,000,000 Aaa/AAA 3.05 6/00
A-3 $17,300,000 Aaa/AAA 5.78 11/03
M-1 $ 6,550,000 Aa2/AA 8.71 10/05
M-2 $ 5,625,000 A2/A 9.59 10/05
B-1 $ 5,625,000 Baa2/BBB 4.79 7/02
B-2 $ 5,626,023 Baa1/A- 8.46 10/05
No Call
M-1 $ 6,550,000 Aa2/AA 8.81 9/06
M-2 $ 5,625,000 A2/A 13.69 2/21
B-2 $ 5,626,023 Baa1/A- 9.82 2/21
</TABLE>
Seller/Servicer: Green Tree Financial Corporation ("GTFC")
Trustee: First Trust National Association
Underwriter: Merrill Lynch & Co. (Sole)
ERISA: Class A-1, A-2, and A-3 are eligible if investor is
qualified (check with counsel), Class M-1, M-2, B-1, B-2 are
not eligible.(S-19)
SMMEA: Not Eligible.(S-19)
Interest/Principal: The 15th day of each month or, if such day is not a Business
Day, the next succeeding Business Day, commencing April 15,
1996.
Optional
Redemption: The Servicer will have the option to repurchase all of the
outstanding Contracts on any Payment Date on which the Pool
Scheduled Principal Balance is less than 10% of the Cut-off
Date Pool Principal Balance. (S-19)
Stated Delay: None
Cut-off Date: February 28, 1996
Tax Status: The Trust will be treated as a REMIC for federal income tax
purposes.(S-19)
Excess Spread: Approximately 543 b.p., including subordinated servicing of
75 b.p. as long as GTFC remains Servicer.
- ------------------------------------------------------------------------------
Recipients must read the information contained in the attached statement. Do
not use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
Credit Enhancement: Class A-1: 25% subordination (Class M-1, M-2, B-1, B-2)
plus excess spread.
Class A-2: 25% subordination (Class M-1, M-2, B-1, B-2) plus
excess spread.
Class A-3: 25% subordination (Class M-1, M-2, B-1, B-2) plus
excess spread.
Class M-1: 18% subordination (Class M-2, B-1, B-2) plus
excess spread.
Class M-2: 12% subordination (Class B-1 and B-2) plus excess
spread.
Class B-1: 6% subordination, (Class B-2) plus excess spread.
Class B-2: Green Tree Guaranty plus excess spread.
All Certificates benefit from FHA loans, which represent
11.33% of the loans in the pool by principal balance, which
are partially insured by FHA against obligor defaults
pursuant to Title I of the National Housing Act. (S-18)
Geography: Loans in 48 states and District of Columbia; highest
percentages are: CA 12.64%, NY 7.69%, FL 6.47%, NJ 6.30%, PA
6.19%, TX 5.24%; no other state greater than 5%.(S-21)
The 1996-A Series Contracts as of the Cut-Off Date (S-22)
<TABLE>
<CAPTION>
<S> <C>
Number of HILs in Pool: 6,400
Avg. Principal Balance: $14,644.69
Wgt. Avg. Contract Rate: 12.01%
Range of Rates: 5.99%-15.75%
Wgt. Avg. Orig. Maturity: 185 mos.
Range of Orig. Mat: 24 - 360 mos.
Wgt. Avg. Rem. Maturity: 185 mos.
Range of Rem. Mat: 22 - 359 mos.
Final Contract Payment Date: January, 2026
</TABLE>
LIEN POSITION OF CONTRACTS
<TABLE>
<CAPTION>
% of Contr. Aggr. Princ. % of Contr Pool
# of Contr. Pool by # of Bal. Outst. by Outst. Princ.
as of Contr. as of as of Bal. as of
Cut-off Date Cut-off Date Cut-off Date Cut-off Date
<S> <C> <C> <C> <C>
First 424 6.63% $ 5,690,538.87 6.07%
Second 4,954 77.40% 73,895,810.35 78.84%
Third 1,008 15.75% 13,998,875.32 14.94%
Fourth 14 0.22% 140,798.89 0.15%
----- ------ -------------- ------
Total 6,400 100.00% $93,726,023.43 100.00%
===== ====== ============== ======
</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>
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>
1994 3 $ 111,903.19 0.12%
1995 3,885 56,202,907.57 59.96%
1996 2,512 37,411,212.67 39.92%
----- -------------- ------
Total 6,400 $93,726,023.43 100.00%
===== ============== ======
</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% 10 $ 238,969.46 0.25%
9.00001% - 10.00000% 248 3,400,925.01 3.63%
10.00001% - 11.00000% 1,057 22,381,657.55 23.88%
11.00001% - 12.00000% 1,859 27,746,123.85 29.60%
12.00001% - 13.00000% 2,656 34,063,473.57 36.35%
13.00001% - 14.00000% 447 5,214,577.29 5.56%
14.00001% - 15.00000% 114 606,399.86 0.65%
15.00001% - 16.00000% 9 73,896.84 0.08%
----- -------------- ------
Total 6,400 $93,726,023.43 100.00%
===== ============== ======
</TABLE>
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 2,279 $15,470,275.29 16.51%
$10,000 - $19,999 2,673 38,229,621.96 40.79%
$20,000 - $29,999 1,029 24,586,408.20 26.23%
$30,000 - $39,999 281 9,284,373.07 9.91%
$40,000 - $49,999 121 5,107,836.06 5.45%
$50,000 - $59,999 11 571,623.64 0.61%
$60,000 - $69,999 3 189,697.20 0.20%
$70,000 - $79,999 0 0.00 0.00%
$80,000 - $89,999 2 169,703.86 0.18%
$90,000 - $99,999 0 0.00 0.00%
$100,000 - $109,999 0 0.00 0.00%
(GREATER THAN) $110,000 1 116,484.15 0.12%
------ -------------- ------
Total 6,400 $93,726,023.43 100.00%
====== ============== ======
</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>
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 27 $ 114,842.25 0.12%
31 - 60 692 4,750,215.43 5.07%
61 - 90 372 2,860,176.54 3.05%
91 - 120 2,015 22,968,140.94 24.51%
121 - 150 96 1,239,114.79 1.32%
151 - 180 1,802 30,042,280.40 32.05%
181 - 210 8 140,430.18 0.15%
211 - 240 734 15,481,787.65 16.52%
241 - 270 1 8,708.30 0.01%
271 - 300 652 16,085,384.25 17.16%
301 - 330 0 0.00 0.00%
331 - 360 1 34,942.70 0.04%
----- -------------- ------
Total 6,400 $93,726,023.43 100.00%
===== ============== ======
</TABLE>
STRUCTURE:
Class A: The Class A Certificates are Senior Certificates. The
Class M-1, M-2, B-1 and B-2 Certificates are
Subordinated Certificates. The Senior Certificates will
receive interest concurrently at their respective
payment rates on the outstanding Class A-1, A-2, and
A-3 principal balances. The Class A Certificates will
accrue interest from the Settlement Date or from the
most recent Payment Date on which interest has been
paid to but excluding the following Payment Date. In
the event that, on a particular Payment Date, the
Amount Available in the Certificate Account is not
sufficient to make a full distribution of interest to
the holders of each Class of Class A Certificates, the
Amount Available will be distributed among the
outstanding Classes of Class A Certificates pro rata
based on the aggregate amount of interest due on each
such class, and the amount of the shortfall will be
carried forward. The Class A Certificateholders will
receive the Senior Percentage of the Formula Principal
Distribution Amount, to the extent of the Amount
Available after payment of interest on each class of
Class A Certificates, first to the Class A-1
Certificateholders until the Class A-1 Principal
Balance has been reduced to zero, then to the Class A-2
Certificateholders until the Class A-2 Principal
Balance has been reduced to zero, and then to the Class
A-3 Certificateholders until the Class A-3 Principal
Balance has been reduced to zero. The Formula Principal
Distribution Amount is equal to all principal due on
the contracts, plus any partial
- ------------------------------------------------------------------------------
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>
or full prepayments and the scheduled balance of
Contracts that are liquidated or repurchased by Green
Tree.
The Senior Percentage of the Formula Principal
Distribution Amount will equal 100% if any of the
following exist:
i) it is prior to April 1999 (Month 36);
ii) the Class B Principal Balance represents less
than 24% of the Pool Scheduled Balance; and
iii) each Class B Principal Distribution Test (See
below) is not satisfied.
Otherwise, the Senior Percentage will equal a fraction,
the numerator of which is the sum of the Class A
Principal Balance and the Class M Principal Balance,
and the denominator of which is the Pool Scheduled
Principal Balance for the immediately preceding
remittance date. The Senior Percentage of the Formula
Principal Distribution Amount will be distributed
sequentially to the Class A-1, A-2 and A-3
Certificateholders.
Class M-1: Interest will be paid to the Class M-1
Certificateholders at the Class M-1 Pass-Through Rate,
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 Payment Date on
which interest was paid, based on 360-day year of
twelve 30-day months. The Class M-1 Certificateholders
will receive the Senior Percentage of the Formula
Principal Distribution Amount, if the Class A Principal
Balance has been reduced to zero, after payment of all
interest payable to Class M-1 Certificateholders. On
each Payment Date on or after the Class B Cross-over
Date on which each Class B Principal Distribution Test
is satisfied, payments of principal will be made to
Class B-1 or Class B-2 Certificateholders, even if
Class M-1 Certificateholders are not yet entitled to
receive payments of principal because the Class A
Principal Balance has not been reduced to zero.
Class M-2: Interest will be paid to the Class M-2
Certificateholders at the Class M-2 Pass-Through Rate,
after payment of all interest and all principal due to
the Class A Certificateholders, and Class M-1
Certificateholders. Interest will accrue from the
Settlement Date or from the most recent Payment Date on
which interest was paid, based on 360-day year of
twelve 30-day months. The Class M-2 Certificateholders
will receive the Senior Percentage of the Formula
Principal Distribution Amount, if the
- ------------------------------------------------------------------------------
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 A and Class M-1 Principal Balances have been
reduced to zero, after payment of all interest payable
to Class M-2 Certificateholders. On each Payment Date
on or after the Class B Cross-over Date on which each
Class B Principal Distribution Test is satisfied,
payments of principal will be made to Class B-1 or
Class B-2 Certificateholders, even if Class M-2
Certificateholders are not yet entitled to receive
payments of principal because the Class A Principal
Balance and Class M-1 Principal Balance have not been
reduced to zero.
Class B-1: Interest will be paid to the Class B-1
Certificateholders at the Class B-1 Pass-Through Rate,
after payment of all interest and all principal due to
the Class A Certificates and Class M Certificates.
Interest will accrue from the Settlement Date or from
the most recent Payment Date on which interest was
paid.
The Class B-1 Certificateholders will not receive
principal payments until after the Class B Cross-over
date. The Class B Percentage will be equal to 100%
minus the Senior Percentage if on or after April 1999,
the Class B Principal Balance represents more than 24%
of the Pool Scheduled Balance, and each of the Class B
Principal Distribution Tests (See below) are satisfied.
The Class B Percentage after the Class A and Class M
Principal Balances have been reduced to zero will be
equal to 100%.
Class B-2: Interest will be paid to the Class B-2 Certificates at
the Class B-2 Pass-Through Rate after payment of all
interest and principal due on the Class A, Class M and
Class B-1 Certificates. Interest will accrue from the
Settlement Date or from the most recent Payment Date on
which interest was paid.
Except for payments of the Class B-2 Guaranty payment,
Class B-2 will not receive principal payments until (i)
the Class B-1 has been reduced to zero; (ii) on or
after April 1999; (iii) the Class B Principal Balance
represents more than 24% of the Pool Scheduled Balance;
and (iv) each Class B Principal Distribution Test (see
below) is satisfied. The Class B Percentage, after the
Class A and Class M Principal Balances have been
reduced to zero, will be equal to 100%.
The Class B-2 Certificateholders will have the benefit
of a limited guaranty (the "Limited Guaranty") of GTFC
to protect against losses that would otherwise be
absorbed by the Class B-2
- ------------------------------------------------------------------------------
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>
Certificateholders. To the extent that funds in the
Certificate Account are insufficient to distribute to
the Class B-2 Certificateholders the Class B-2
Percentage of the Formula Principal Distribution
Amount, the Company will be obligated to pay the
Guaranty Payment (interest & liquidation losses).
THE CLASS B PRINCIPAL DISTRIBUTION TEST on each Payment
Date consists of the following:(i) the Average Sixty-
Day Delinquency Ratio as of such Payment Date must not
exceed 2.5%(S-28); (ii) the Average Thirty-Day
Delinquency Ratio as of such Payment Date must not
exceed 5%; (iii) the Cumulative Realized Losses as of
such Payment Date must not exceed a certain specified
percentage of the Cut-off Date Pool Principal Balance;
(iv)the Current Realized Loss Ratio as of such Payment
Date must not exceed 2.25%; and (v) the Class B
Principal Balance must be equal to or greater than 24%.
To the extent that losses on liquidated contracts
create principal shortfalls which exceed the protection
afforded to the Certificateholders by (i) the
subordination of the Monthly Servicing Fee payable to
the Servicer (so long as the Company or any wholly
owned subsidiary of the Company is the Servicer); (ii)
amounts otherwise distributable as excess spread to
Green Tree; and (iii) amounts paid under the Class B-2
Limited Guaranty, such principal shortfalls will be
allocated to the Class B-2 Certificateholders, then the
Class B-1 Certificateholders, then the Class M-2
Certificateholders and then the Class M-1
Certificateholders, and such shortfalls, if any, will
reduce the notional amount of principal used to
calculate the interest portion of the Distribution
Amount for such Class. Interest will accrue on the
related Class Principal Shortfall Amount at the related
Class Pass-Through Rate and will be payable on
succeeding Payment Dates to the extent remaining after
payment in full of Distribution Amounts, if any,
otherwise due to the Class A, Class M and Class B
Certificateholders.
- ------------------------------------------------------------------------------
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>
HIL PREPAYMENT SENSITIVITIES(1)
<TABLE>
<CAPTION>
11% CPR 13% CPR 15% CPR 17% CPR 19% CPR
WAL/Matur. WAL/Matur. WAL/Matur. WAL/Matur. WAL/Matur.
To Call
<S> <C> <C> <C> <C> <C>
A-1 1.31/11/98 1.15/ 8/98 1.02/ 4/98 0.92/ 2/98 0.83/12/97
A-2 3.85/ 6/01 3.41/11/00 3.05/ 6/00 2.75/ 1/00 2.49/ 8/99
A-3 6.96/ 3/05 6.33/ 6/04 5.78/11/03 5.28/ 4/03 4.78/ 9/02
M-1 10.59/11/07 9.54/10/06 8.71/10/05 8.02/11/04 7.45/ 5/04
M-2 11.67/11/07 10.59/10/06 9.59/10/05 8.67/11/04 8.17/ 5/04
B-1 5.83/10/03 5.30/ 3/03 4.79/ 7/02 4.35/ 1/02 4.17/ 9/01
B-2 10.19/11/07 9.29/10/06 8.46/10/05 7.74/11/04 7.33/ 5/04
To Maturity
M-1 10.69/10/08 9.64/ 9/07 8.81/ 9/06 8.12/10/05 7.50/11/04
M-2 15.81/ 2/21 14.72/ 2/21 13.69/ 2/21 12.73/ 2/21 11.77/ 2/21
B-2 11.54/ 2/21 10.65/ 2/21 9.82/ 2/21 9.08/ 2/21 8.59/ 2/21
</TABLE>
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
- ------------------------------------------------------------------------------
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>
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 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.
9
<PAGE>
[LOGO] Merrill Lynch COMPUTATIONAL MATERIALS
- --------------------------------------------------------------------------------
Issuer: Green Tree Financial Corporation
Deal: Certificates for Home Improvement Loans.
Home Improvement Loan Trust 1996-B (Unsecured)
Size: $25,130,727 (Approximate)
Exp Pricing: March 7, 1996
Exp Settlement: March 14, 1996
Cert. Legal Final: October 2015
Pricing Speed: 20% CPR
Ratings: A3/A- (Moody's/S&P)
To Call To Maturity
WAL(Years): 2.21 2.38
Exp. Final Date: 5/01 2/06
Seller/Servicer: Green Tree Financial Corporation ("GTFC")
Trustee: First Trust National Association
Underwriter: Merrill Lynch & Co. (Sole)
ERISA/SMMEA: Not Eligible.
Interest/Principal: The 15th day of each month or, if such day is not a
Business Day, the next succeeding
Business Day, commencing on April 15, 1996.
Optional
Redemption: The Servicer will have the option to repurchase all of the
outstanding Contracts on any Payment Date on which the
Pool Scheduled Principal Balance is less than 10% of the
original principal balance of the Cut-off Date Pool
Principal Balance. (S-6)
Stated Delay: None.
Cut-off Date: February 28, 1996.
Tax Status: The 1996-B Trust will be classified as a grantor trust
for federal income tax purposes. (S-7)
Excess Spread: Approximately 759 b.p., including subordinated servicing
of 75 b.p. as long as GTFC remains Servicer.
Credit Enhancement: Excess Spread plus a Limited Green Tree Guaranty.
Geography: Loans in 49 states and District of Columbia; highest
percentages are: CA 16.89%, MA 7.13%, TX 6.52%, AZ 4.86%,
MI 4.10%.(S-10)
- -----------------------------------------------------------------------------
Recipients must read the information contained in the attached statement. Do
not use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
The 1996-B Series as of the Cut-off Date (S-9,10)
<TABLE>
<CAPTION>
<S> <C>
Number of HILs in pool: 4,782
Avg. Principal Balance: $5,255.28
FHA Insured Contracts: 1.07%
Wgt. Avg. Contract Rate: 13.99%
Range of Rates: 10.25%-17.99%
Wgt. Avg. Orig. Maturity: 85 mos.
Wgt. Avg. Rem. Maturity: 82 mos.
Range of Orig. Maturities: 12 - 240 mos.
Range of Remain. Maturities: 9 - 235 mos.
Final Contract Payment Date: September 2015
</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>
1995 4,253 $22,499,078.70 89.53%
1996 529 2,631,648.38 10.47%
----- -------------- ------
Total 4,782 $25,130,727.08 100.00%
===== ============== ======
</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>
10.00001% - 11.00000% 3 $ 16,514.59 0.07%
11.00001% - 12.00000% 2 10,474.08 0.04%
12.00001% - 13.00000% 2,700 12,962,908.66 51.58%
13.00001% - 14.00000% 55 501,730.50 2.00%
14.00001% - 15.00000% 455 3,820,588.61 15.20%
15.00001% - 16.00000% 1,477 7,393,390.38 29.42%
16.00001% - 17.00000% 83 402,675.09 1.60%
(Greater than) 17.00000% 7 22,445.17 0.09%
----- -------------- ------
Total 4,782 $25,130,727.08 100.00%
===== ============== ======
</TABLE>
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>
(Lesser than) $10,000 4,473 $21,375,899.89 85.06%
$10,000 - $19,999 308 3,735,008.75 14.86%
$20,000 - $29,999 1 19,818.44 0.08%
----- -------------- ------
Total 4,782 $25,130,727.08 100.00%
===== ============== ======
</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>
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) 31 233 $ 718,942.86 2.86%
31 - 60 2,408 10,161,321.12 40.43%
61 - 90 560 2,826,112.77 11.25%
91 - 120 1,557 11,146,843.61 44.36%
121 - 150 0 0.00 0.00%
151 - 180 23 262,559.87 1.04%
181 - 210 0 0.00 0.00%
211 - 240 1 14,946.85 0.06%
----- -------------- ------
Total 4,782 $25,130,727.08 100.00%
===== ============== ======
</TABLE>
STRUCTURE
Interest: Interest on the Certificates will be payable on each
Payment Date in an amount equal to one month's interest
at the Pass-Through Rate on the Aggregate Certificate
Principal Balance immediately prior to such Payment
Date; provided that, in the case of the first Payment
Date, such interest will be payable only for the period
from the Closing Date to but excluding April 15, 1996.
Accrued interest will be computed on the bases of a
360-day year of twelve 30-day months.
Principal: On each Payment Date, the Certificateholders will be
entitled to receive as distributions of principal, to
the extent of the Amount Available in the Certificate
Account after payment of all interest payable on the
Certificates, an amount equal to the sum of (a) the
amount of regular principal payments on Contracts paid
or applied during the prior Due Period; (b) the amount
of Principal Prepayments received on contracts during
the prior Due Period; (c) the principal portion of all
payments on Contracts that were Delinquent Payments as
of the end of the prior Due Period; (d) the unpaid
principal balance of all Contracts that became
Liquidated Contracts with respect to the prior Due
Period; (e) the principal portion of the Repurchase
Price paid by GTFC to repurchase Contracts for breach
of representation and warranties with respect to the
prior Due Period, as described in the Summary of the
Prospectus Supplement under "Repurchases by the
Company"; (f) the amount of any reduction in the
principal amount
- -----------------------------------------------------------------------------
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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>
deemed owed on any Contract as a result of the
Obligor's bankruptcy; and (g) any principal amount
described in clauses (a) through (f) above that was not
previously distributed because of an insufficient
amount of funds available in the Certificate Account
and GTFC either was not obligated to or failed to pay
such amount under the Limited Guaranty (S-4,5).
Limited Guaranty: The Guaranty Amount initially equals $2,513,073.
Thereafter, on any Payment Date, the Guaranty Amount
will equal the lesser of (i) $2,513,073 minus all
Guaranty Payments previously made by GTFC, or (ii) the
Aggregate Certificate Principal Balance on such Payment
Date plus three months of interest at the Pass-Through
Rate on the Aggregate Certificate Principal Balance as
of such Payment Date. The Limited Guaranty will be an
unsecured general obligation of GTFC and will not be
supported by any letter of credit or other credit
enhancement arrangement (S-5).
HIL PREPAYMENT SENSITIVITIES
Projected Average Life Under Varying Prepayment Assumptions/(1)/
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Monthly CPR (To Call) 10% 15% 20% 25% 30%
Average Life (Years) 2.93 2.54 2.21 1.95 1.72
Exp. Final 11/02 2/02 5/01 10/00 4/00
Monthly CPR (To Maturity) 10% 15% 20% 25% 30%
Average Life (years) 3.08 2.70 2.38 2.11 1.88
Exp. Final 2/06 2/06 2/06 2/06 2/06
</TABLE>
- ------------------------------------------------------------------------------
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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>
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
- --------------------------------------------------------------------------------
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5
<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.
- -----------------------------------------------------------------------------
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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
