<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 12, 1997
GREEN TREE FINANCIAL CORPORATION
--------------------------------
Delaware 01-08916 41-1807858
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS employer
of incorporation) file number) identification No.)
1100 Landmark Towers, 345 St. Peter Street, Saint Paul, Minnesota 55102-1639
- --------------------------------------------------------------------------------
(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>
THE INFORMATION CONTAINED IN THE FORM 8-K FILED MARCH 14, 1997 IS
SUPERSEDED BY THE INFORMATION CONTAINED IN THIS FILING.
Item 1. Changes in Control of Registrant.
--------------------------------
Not applicable.
Item 2. Acquisition or Disposition of Assets.
------------------------------------
Not applicable.
Item 3. Bankruptcy or Receivership.
-------------------------
Not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
----------------------------------------------
Not applicable.
Item 5. Other Events.
------------
Not applicable.
Item 6. Resignations of Registrant's Directors.
--------------------------------------
Not applicable.
Item 7. Financial Statements and Exhibits.
---------------------------------
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
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 Manufactured Housing Contract
Senior/Subordinate Pass-Through Certificates,
Series 1997-2, 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.
GREEN TREE FINANCIAL CORPORATION
/s/ Scott T. Young
By: ________________________________
Scott T. Young
Vice President and Controller
3
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Page
- -------------- ----
99.1 External Computational and Descriptive Information
distributed in connection with Certificates for
Manufactured Housing Contract Senior/Subordinate
Pass-Through Certificates, Series 1997-2, issued by Green
Tree Financial Corporation, as Seller and Servicer.
4
<PAGE>
TERM SHEET DATED MARCH 12, 1997
Green Tree Financial Corporation
Manufactured Housing Contract Senior/Subordinate
Pass-Through Certificates, Series 1997-2
$550,000,000 (Approximate)
- --------------------------------------------------------------------------------
This information does not constitute either an offer to sell or a solicitation
of an offer to buy any of the securities referred to herein. Offers to sell and
solicitations of offers to buy the securities are made only by, and this
information must be read in conjunction with, the final Prospectus Supplement
and the related Prospectus or, if not registered under the securities laws, the
final Offering Memorandum (the "Offering Document"). Information contained
herein does not purport to complete and is subject to the same qualifications
and assumptions, and should be considered by investors only in light of the same
warnings, lack of assurances, and representations and other precautionary
matters, as disclosed in the Offering Document. Information regarding the
underlying assets has been provided by the issuer of the securities or an
affiliate thereof and has not been independently verified by Lehman Brothers
Inc. or any affiliate. The analyses contained herein have been prepared on the
basis of certain assumptions (including, in certain cases, assumptions specified
by the recipient hereof) regarding payments, interest rates, losses and other
matters, including, but not limited to, the assumptions described in the
Offering Document. Lehman Brothers Inc., and any of its affiliates, make no
representation or warranty as to the actual rate or timing of payments on any of
the underlying assets or the payments or yield on the securities. This
information supersedes any prior versions hereof and will be deemed to be
superseded by any subsequent versions (including, with respect to any
descriptions of the securities or underlying assets, the information contained
in the Offering Document).
1
<PAGE>
TERM SHEET DATED MARCH 12, 1997
Green Tree Financial Corporation
Manufactured Housing Contract Senior/Subordinate
Pass-Through Certificates, Series 1997-2
$550,000,000 (Approximate)
Subject to Revision
<TABLE>
<CAPTION>
SELLER/SERVICER: Green Tree Financial Corporation
("Green Tree").
TRUSTEE: Firstar Trust Company, Milwaukee,
Wisconsin.
UNDERWRITERS: Lehman Brothers (Lead), Merrill
Lynch & Co., Salomon Brothers Inc.
<S> <C> <C> <C> <C>
WAL
Ratings @ 150% Exp Final
Amount (Moody's/Fitch) MHP Maturity
------------ ---------------- ------- ---------
To Call:
A-1 $ 25,332,000 P-1 / F-1 0.40 12/15/97
A-2 $ 6,282,000 Aaa / AAA 0.77 02/15/98
A-3 $ 75,114,000 Aaa / AAA 1.62 08/15/99
A-4 $ 65,972,000 Aaa / AAA 3.05 01/15/01
A-5 $ 90,960,000 Aaa / AAA 5.14 12/15/03
A-6 $ 67,223,000 Aaa / AAA 8.22 02/15/07
A-7 $136,617,000 Aaa / AAA 14.53 12/15/14
M-1 $ 41,250,000 Aa3 / AA- 10.50 12/15/14
B-1 $ 22,000,000 Baa1 / BBB+ 6.81 06/15/07
B-2 $ 19,250,000 Baa1 / A 15.25 12/15/14
To Maturity
A-7 $136,617,000 Aaa / AAA 15.43 09/15/22
M-1 $ 41,250,000 Aa3 / AA- 10.93 09/15/22
B-2 $ 19,250,000 Baa1 / A 20.86 06/15/27
</TABLE>
CUT-OFF DATE: March 1, 1997 (or the date of
origination, if later)
EXP. PRICING: March 13, 1997
EXP. SETTLEMENT: March 31, 1997
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 April 15, 1997.
MONEY MARKET ELIGIBILITY: The Class A-1 Certificates are
expected to be eligible securities
for purchase by money market funds
under Rule 2a-7 under the Investment
Company Act of 1940, as amended.
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".
Recipients must read the statement printed on the attached cover. Do not use or
rely on this information if you have not received and reviewed this statement.
If you have not received this statement, call your Lehman Brothers account
executive for another copy.
2
<PAGE>
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.
STRUCTURE
CREDIT ENHANCEMENT: Class A: 15.00% 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 April 15, 1997, 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.
Recipients must read the statement printed on the attached cover. Do not use or
rely on this information if you have not received and reviewed this statement.
If you have not received this statement, call your Lehman Brothers account
executive for another copy.
3
<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, A-6, and A-7
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 (ii) 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 April 2001; (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 22.5%.
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 April 2001; (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
Recipients must read the statement printed on the attached cover. Do not use or
rely on this information if you have not received and reviewed this statement.
If you have not received this statement, call your Lehman Brothers account
executive for another copy.
4
<PAGE>
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
$11,000,000.
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.
Recipients must read the statement printed on the attached cover. Do not use or
rely on this information if you have not received and reviewed this statement.
If you have not received this statement, call your Lehman Brothers account
executive for another copy.
5
<PAGE>
CONTRACTS: The information concerning the Initial Contracts
presented below is based on a pool originated
through March 4, 1997. Green Tree intends to
acquire and sell additional Contracts, which are
sufficient to support the balance of Certificates
sold, to the Trust by the Closing Date. Although
the characteristics of the final pool of Contracts
will differ from the characteristics of the Initial
Contracts shown below, Green Tree does not expect
that the characteristics of the additional
Contracts sold to the Trust will vary materially
from the information concerning the Initial
Contracts herein.
THE INITIAL CONTRACT POOL
<TABLE>
<CAPTION>
<S> <C>
Number of MHCs in pool: 6,366
Wgt. Avg. Contract Rate: 9.885%
Range of Rates: 4.23%-16.75%
Wgt. Avg. Orig. Maturity: 309 mos.
Range of Orig. Maturity: 24-360 mos.
Wgt. Avg. Rem. Maturity: 309 mos.
Range of Rem. Maturity: 7-360 mos.
Avg. Rem Princ. Balance: $38,815.27
Wgt. Avg. LTV 86.628%
New/Used: 85%/15%
Single/Double 29%/71%
Park/Private 23%/77%
</TABLE>
GEOGRAPHIC DISTRIBUTION OF INITIAL CONTRACT OBLIGORS
<TABLE>
<CAPTION>
% of Contract % of Contract Pool
Number Pool by Number Aggregate Principal by Outstanding
State of Contracts of Contracts Balance Outstanding Principal Balance
- ----- ------------ --------------- ------------------- -------------------
<S> <C> <C> <C> <C>
NC 992 15.57% $ 35,754,009.29 14.48%
MI 329 5.17% 16,866,159.21 6.84%
SC 430 6.75% 15,332,832.59 6.22%
TX 464 7.29% 15,035,842.44 6.08%
FL 353 5.55% 14,522,153.28 5.88%
CO 187 2.94% 11,371,257.87 4.60%
Other States/(1)/ 3,611 56.73% 138,215,758.23 55.90%
----- ------ --------------- -------
Total 6,366 100.00% $247,098,012.91 100.00%
===== ====== =============== =======
</TABLE>
- ---------------
(1) Other States category includes those States which constitute less than
5.00% of the outstanding balance of the Initial Pool of Contracts.
Recipients must read the statement printed on the attached cover. Do not use or
rely on this information if you have not received and reviewed this statement.
If you have not received this statement, call your Lehman Brothers account
executive for another copy.
6
<PAGE>
YEARS OF ORIGINATION OF INITIAL CONTRACTS
<TABLE>
<CAPTION>
% of Contract Pool
Number of Aggregate Principal by Outstanding
Year of Origination (1) Contracts Balance Outstanding Principal Balance
- ------------------------- --------- ------------------- -------------------
<S> <C> <C> <C>
1983 1 4,175.13 *
1984 46 449,506.36 0.18%
1985 137 1,336,144.88 0.54%
1986 13 106,381.81 0.04%
1987 21 276,826.38 0.11%
1988 16 184,536.96 0.07%
1989 5 63,552.29 0.03%
1990 2 29,970.61 0.01%
1991 1 17,281.15 0.01%
1992 2 55,766.85 0.02%
1993 1 16,576.11 0.01%
1994 14 513,820.26 0.21%
1995 18 657,536.62 0.27%
1996 853 62,111,831.10 25.14%
1997 5,236 181,274,106.40 73.36%
----- --------------- ------
Total 6,366 $247,098,012.91 100.00%
===== =============== ======
</TABLE>
DISTRIBUTION OF ORIGINAL AMOUNTS OF INITIAL CONTRACTS
<TABLE>
<CAPTION>
% of Contract Pool
Original Contract Number of Aggregate Principal by Outstanding
Amount (in Dollars)(2) Contracts Balance Outstanding Principal Balance
- ------------------------ --------- ------------------- -------------------
<S> <C> <C> <C>
Less than $10,000 345 $ 2,635,514.07 1.07%
$10,000 - $19,999 1,270 18,109,971.23 7.33%
$20,000 - $29,999 1,407 34,399,838.79 13.91%
$30,000 - $39,999 986 33,652,206.11 13.62%
$40,000 - $49,999 581 25,950,331.33 10.50%
$50,000 - $59,999 516 28,300,115.57 11.45%
$60,000 - $69,999 387 25,130,461.82 10.17%
$70,000 - $79,999 322 24,134,482.12 9.77%
$80,000 - $89,999 230 19,510,083.58 7.90%
$90,000 - $99,999 139 13,180,842.80 5.33%
$100,000 - $109,999 72 7,503,265.15 3.04%
$110,000 - $119,999 49 5,589,791.27 2.26%
$120,000 - $129,999 26 3,221,574.25 1.30%
$130,000 - $149,999 18 2,530,026.48 1.02%
$150,000 - $169,999 10 1,615,947.97 0.66%
$170,000 - $189,999 3 532,714.75 0.22%
$190,000 - $249,999 4 838,162.78 0.34%
$250,000 - $299,999 1 262,682.84 0.11%
Total 6,366 $247,098,012.91 100.00%
===== --------------- ======
</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 $262,682.84, which represents 0.11%
of the Initial Pool Principal Balance.
Recipient must read the statement printed on the attached cover. Do not use or
rely on this information if you have not received and reviewed this statement.
If you have not received this statement, call your Lehman Brothers account
executive for another copy.
7
<PAGE>
DISTRIBUTION OF ORIGINAL LOAN-TO-VALUE RATIOS
<TABLE>
<CAPTION>
% of Contract Pool
Number of Aggregate Principal by Outstanding
Loan-to-Value Ratio(1) Contracts Balance Outstanding Principal Balance
- ------------------------ --------- ------------------- -------------------
<S> <C> <C> <C>
Less-than 61% 270 $ 9,891,778.00 4.00%
61 - 65% 80 3,734,872.91 1.51%
66 - 70% 103 4,083,026.33 1.65%
71 - 75% 203 9,089,934.66 3.68%
76 - 80% 518 19,537,185.28 7.91%
81 - 85% 722 29,061,168.81 11.76%
86 - 90% 2,167 80,785,766.56 32.69%
91 - 95% 2,303 90,914,280.36 36.80%
----- --------------- ------
Total 6,366 $247,098,012.91 100.00%
===== =============== ======
</TABLE>
CONTRACT RATES
<TABLE>
<CAPTION>
% of Contract Pool
Range of Contracts by Number of Aggregate Principal by Outstanding
Contract Rate Contracts Balance Outstanding Principal Balance
- ----------------------- --------- ------------------- -------------------
<S> <C> <C> <C>
0.0000% - 9.0000% 1,365 $ 88,015,758.74 35.62%
9.0001% - 10.0000% 925 48,554,969.13 19.65%
10.0001% - 11.0000% 1,282 49,940,140.05 20.21%
11.0001% - 12.0000% 1,317 36,586,849.87 14.81%
12.0001% - 13.0000% 741 14,204,395.90 5.75%
13.0001% - 14.0000% 439 6,955,616.77 2.81%
14.0001% - 15.0000% 137 1,403,321.73 0.57%
15.0001% - 16.0000% 121 1,057,959.78 0.43%
16.0001% - 17.0000% 39 379,000.94 0.15%
----- --------------- ------
Total 6,366 $247,098,012.91 100.00%
===== =============== ======
</TABLE>
REMAINING MONTHS TO MATURITY
<TABLE>
<CAPTION>
% of Contract Pool
Number of Aggregate Principal by Outstanding
Months Remaining Contracts Balance Outstanding Principal Balance
- ---------------- --------- ------------------- ------------------
<S> <C> <C> <C>
Less-than 31 14 $ 57,558.27 0.02%
31 - 60 280 2,207,703.14 0.89%
61 - 90 382 4,734,478.12 1.92%
91 - 120 422 6,560,766.60 2.66%
121 - 150 136 2,485,495.42 1.01%
151 - 180 934 20,140,758.04 8.15%
181 - 210 4 143,617.11 0.06%
211 - 240 989 30,241,784.36 12.24%
241 - 270 2 101,207.42 0.04%
271 - 300 538 18,995,345.35 7.69%
301 - 330 0 0.00 0.00%
331 - 360 2,665 161,429,299.08 65.32%
----- --------------- ------
Total 6,366 $247,098,012.91 100.00%
===== =============== ======
</TABLE>
- ------------------------
(1) Rounded to the nearest 1%. The method of calculating loan-to-value ratios
is described in the Prospectus.
Recipients must read the statement printed on the attached cover. Do not use or
rely on this information if you have not received and reviewed this statement.
If you have not received this statement, call you Lehman Brothers account
executive for another copy.
8
<PAGE>
MHP PREPAYMENT SENSITIVITIES/(1)/
<TABLE>
<CAPTION>
75% MHP 100% MHP 125% MHP 150% MHP
WAL/Maturity WAL/Maturity WAL/Maturity WAL/Maturity
To Call
- -------------
<S> <C> <C> <C> <C>
A-1 0.60 / 04/98 0.51 / 02/98 0.45 / 01/98 0.40 / 12/97
A-2 1.19 / 07/98 1.00 / 05/98 0.87 / 03/98 0.77 / 02/98
A-3 2.51 / 12/00 2.11 / 05/00 1.83 / 12/99 1.62 / 08/99
A-4 4.84 / 03/03 4.04 / 04/02 3.47 / 07/01 3.05 / 01/01
A-5 8.10 / 09/07 6.83 / 03/06 5.87 / 12/04 5.14 / 12/03
A-6 12.51 / 11/11 10.75 / 01/10 9.35 / 05/08 8.22 / 02/07
A-7 20.08 / 10/20 18.00 / 09/18 16.15 / 09/16 14.53 / 12/14
M-1 15.03 / 10/20 13.20 / 09/18 11.69 / 09/16 10.50 / 12/14
B-1 10.44 / 03/12 8.85 / 04/10 7.67 / 08/08 6.81 / 06/07
B-2 20.83 / 10/20 18.73 / 09/18 16.85 / 09/16 15.25 / 12/14
To Maturity
A-7 20.76 / 12/25 18.83 / 03/25 17.04 / 02/24 15.43 / 09/22
M-1 15.36 / 12/25 13.59 / 03/25 12.12 / 02/24 10.93 / 09/22
B-2 24.17 / 06/27 23.01 / 06/27 21.95 / 06/27 20.86 / 06/27
175% MHP 250% MHP 300% MHP 350% MHP
WAL/Maturity WAL/Maturity WAL/Maturity WAL/Maturity
To Call
- -------------
A-1 0.36 / 11/97 0.29 / 09/97 0.26 / 09/97 0.24 / 08/97
A-2 0.69 / 01/98 0.54 / 11/97 0.47 / 10/97 0.43 / 09/97
A-3 1.46 / 05/99 1.13 / 11/98 0.99 / 09/98 0.87 / 07/98
A-4 2.73 / 08/00 2.10 / 10/99 1.83 / 06/99 1.63 / 03/99
A-5 4.49 / 02/03 3.28 / 04/01 2.83 / 09/00 2.49 / 04/00
A-6 7.22 / 12/05 5.08 / 06/03 4.16 / 04/02 3.56 / 05/01
A-7 13.09 / 05/13 9.79 / 09/09 8.23 / 12/07 6.97 / 07/06
M-1 9.73 / 05/13 8.18 / 09/09 7.45 / 12/07 6.86 / 07/06
B-1 6.41 / 09/06 5.76 / 04/05 5.48 / 08/04 5.27 / 02/04
B-2 13.96 / 05/13 11.09 / 09/09 9.75 / 12/07 8.68 / 07/06
To Maturity
A-7 13.96 / 04/21 10.52 / 09/16 8.85 / 05/14 7.51 / 03/12
M-1 10.18 / 04/21 8.65 / 09/16 7.94 / 05/14 7.38 / 03/12
B-2 19.90 / 06/27 17.00 / 06/27 15.22 / 06/27 13.73 / 06/27
</TABLE>
(1) The following are the assumed characteristics of Subsequent Contracts as of
the Cut-off Date:
<TABLE>
<CAPTION>
Aggregate Principal Wtd Avg Wtd Avg Wtd Avg
Months Remaining Balance Outstanding Original Term Remaining Term Contract Rate
- ------------------ ------------------- ------------- -------------- --------------
<S> <C> <C> <C> <C>
0 to 119 $ 8,669,386 78 78 12.372%
120 to 179 19,005,079 133 133 12.170%
180 to 239 36,592,339 184 184 11.472%
240 to 299 58,821,217 240 240 10.941%
300 to 359 38,472,968 302 302 10.755%
360 141,340,998 360 360 9.993%
------------ --- --- ------
Total $302,901,987 286 286 10.657%
============
</TABLE>
Recipients must read the statement printed on the attached cover. Do not use or
rely on this information if you have not received and reviewed this statement.
If you have not received this statement, call your Lehman Brothers account
executive for another copy.
9
