GREEN TREE FINANCIAL CORP
8-K, 1997-08-29
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):  August 25, 1997



                       GREEN TREE FINANCIAL CORPORATION
                       --------------------------------
            (Exact name of registrant as specified in its charter)


          Delaware                  333-20335                  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>
 
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       External Computational and Descriptive Information
                             distributed in connection with Certificates for
                             Home Improvement and Home Equity Loans, Series 
                             1997-D, 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



                              By: /s/ Scott T. Young 
                                  ----------------------------
                                  Scott T. Young
                                  Vice President and Controller

                                       3
<PAGE>
 
                               INDEX TO EXHIBITS

<TABLE> 
<CAPTION> 
Exhibit Number                                                       
- --------------                                                       
<S>        <C>                                                       
     99    External Computational and Descriptive Information        
           distributed in connection with Certificates for Home
           Improvement and Home Equity Loans, Series 1997-D,
           issued by Green Tree Financial Corporation, as Seller
           and Servicer.
</TABLE> 

<PAGE>
 
                        TERM SHEET DATED AUGUST 25, 1997
                        Green Tree Financial Corporation
     Certificates for Home Improvement and Home Equity Loans, Series 1997-D
                           $750,000,000 (Approximate)
                               Subject to Revision

SELLER/SERVICER:   Green Tree Financial Corporation ("Green Tree").
TRUSTEE:           First Trust National Association.
UNDERWRITERS:      Merrill Lynch & Co. (Lead), Lehman Brothers (Co), 
                   Salomon Brothers Inc (Co).

<TABLE> 
<CAPTION> 
                                                        Ratings                     WAL                Exp Final
                                 Amount               (S&P/Fitch)                at 15% CPR*            Maturity
                                 ------               -----------                -----------            --------
<S>                              <C>                  <C>                        <C>                    <C> 
To Call:
HI: A-1                            $49,500,000          AAA/AAA                     1.00                   25
HI: A-2                            $33,000,000          AAA/AAA                     3.00                   49
HI: A-3                            $37,500,000          AAA/AAA                     6.02                   100
HI: M-1                            $12,000,000           AA/AA                      8.33                   100
HI: M-2                             $7,500,000            A/A                       8.33                   100
HI: B-1                             $7,125,000          BBB/BBB                     5.60                   100
HI: B-2                             $3,375,000            A-/A                      8.33                   100
To Maturity
HI: A-3                            $37,500,000          AAA/AAA                     6.02                   102
HI: M-1                            $12,000,000           AA/AA                     10.17                   149
HI: M-2                             $7,500,000            A/A                      15.69                   299
HI: B-2                             $3,375,000            A-/A                     12.08                   299

HI BALANCE                        $150,000,000
                                  ============

<CAPTION> 
                                                        Ratings                     WAL                Exp Final
                                 Amount              (S&P/Fitch**)              at 125% Base*           Maturity
                                 ------              -------------              -------------           --------
<S>                              <C>                 <C>                        <C>                     <C> 
To Call:
HE: A-1 ARM                        $60,000,000          AAA/AAA                     3.02                   90
HE: A-1                            $70,000,000          AAA/AAA                     0.50                   10
HE: A-2                            $42,000,000          AAA/AAA                     1.00                   14
HE: A-3                           $162,000,000          AAA/AAA                     1.88                   33
HE: A-4                            $41,000,000          AAA/AAA                     3.00                   40
HE: A-5                            $69,000,000          AAA/AAA                     4.00                   58
HE: A-6                            $41,000,000          AAA/AAA                     5.73                   86
HE: A-7                            $29,500,000          AAA/AAA                     5.73                   85
HE: A-8 IO                                 n/a          AAA/AAA                     n/a                    n/a
HE: M-1                            $34,500,000          AA/AA[+]                    8.16                   100
HE: M-2                            $24,000,000           A/A[+]                     8.33                   100
HE: B-1                            $18,900,000         BBB/BBB[+]                   4.60                   83
HE: B-2                             $8,100,000            A-/A                      8.14                   100
To Maturity
HE: M-1                            $34,500,000          AA/AA[+]                    8.58                   120
HE: M-2                            $24,000,000           A/A[+]                    12.35                   359
HE: B-2                             $8,100,000            A-/A                     12.06                   361
HE BALANCE                        $600,000,000
                                  ============
</TABLE> 

[LOGO OF MERRILL LYNCH APPEARS HERE]   1
- --------------------------------------------------------------------------------
Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
 
- -------------------
*     The Fixed Rate Home Equity Home Equity Contracts will be priced using 125%
      Base (125% Prepayment Assumption). 100% Base (100% Prepayment Assumption)
      assumes a conditional prepayment rate of 4% per annum of the then
      outstanding principal balance of the Fixed Rate Home Equity Contracts in
      the first month of the life of the Fixed Rate Home Equity Contracts and an
      additional 1.45% (precisely, 16/11%) per annum in each month thereafter
      until the twelfth month. Beginning in twelfth month and in each month
      thereafter, the conditional prepayment rate is 20%. The Adjustable Rate
      Contracts will be priced using a constant prepayment rate of 25%. The Home
      Improvement Contracts will be priced using a constant prepayment rate of
      15% CPR.
**    "+" rating subject to Fitch confirmation.


CUT-OFF DATE:          July 31, 1997 (or the date of origination, if later)
EXP. PRICING:          August 26, 1997
EXP. SETTLEMENT:       September 16, 1997
LEGAL FINAL:           Sub-Pool HI:  October 2023
                       Sub-Pool HE:  September 2028
                       
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 October 15, 1997.                       
                       
                       
CROSS-                 
COLLATERALIZATION:     On each Payment Date the Amount Available with respect to
                       any Sub-Pool which is remaining after making
                       distributions in respect of the Certificates then
                       entitled to receive distributions therefrom will
                       generally be available to make distributions in respect
                       of the Certificates then entitled to receive
                       distributions from the other Sub-Pool.
                       
                       
ERISA:                 Class HI:A and Class HE:A Certificates are ERISA
                       eligible. No other Certificates will 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".                       
                       
                       
TAX STATUS:            Certain assets of the Trust will elect to be treated as a
                       REMIC for federal income tax purposes.
                       
OPTIONAL REPURCHASE:   10% cleanup call.
                       
                             HOME IMPROVEMENT CERTIFICATE STRUCTURE
                       
CREDIT ENHANCEMENT:    
                       Class HI:A:     20.00% subordination (Class HI:M-1, HI:M-
                                       2, HI:B-1, and HI:B-2) and Residual
                                       (Class C)
                       
                       Class HI:M-1:   12.00% subordination (Class HI:M-2, HI:B-
                                       1 and HI:B-2) and Residual (Class C)
                       
                       Class HI:M-2:   7.00% subordination (HI:B-1 and HI:B-2)
                                       and Residual (Class C)

                       Class HI:B-1:   2.25% subordination (Class HI:B-2) and 
                                       Residual (Class C)
                       
                       Class HI:B-2:   Limited Guaranty and Residual (Class C)
                       
LOSSES ON LIQUIDATED   
SUB-POOL HI CONTRACTS: 
                       If Net Liquidation Proceeds from Liquidated Contracts in
                       Sub-Pool HI in a collection


[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>
 
                        period are less than the Scheduled Principal Balance of
                        such Liquidated Contracts, plus accrued and unpaid
                        interest thereon, the deficiency will be absorbed by the
                        Class C Certificateholder, then the Guaranty Fee
                        otherwise payable to the Company, then the Monthly
                        Servicing Fee otherwise payable to the Servicer (as long
                        as Green Tree is the Servicer), then the Class HI:B-2
                        Certificateholders, then the Class HI:B-1
                        Certificateholders, then the Class HI:M-2
                        Certificateholders, then the Class HI:M-1
                        Certificateholders and then the Class HI:A
                        Certificateholders. Such a deficiency as allocated to
                        any particular class of Certificates is referred to
                        herein as a "Liquidation Loss Principal Amount."

DISTRIBUTIONS:          
                        The "Sub-Pool HI Amount Available" will generally
                        consist of payments made on or in respect of the Home
                        Improvement Contracts comprising Sub-Pool HI, and will
                        include amounts otherwise payable to the Servicer (as
                        long as Green Tree is the Servicer) as the Monthly
                        Servicing Fee with respect to the Home Improvement
                        Contracts and to the Class C Certificateholder.
                        
                        The Sub-Pool HI Amount Available will generally be
                        applied first to distributions to the Class HI:A
                        Certificateholders, then to the Class HI:M
                        Certificateholders and then to the Class HI:B
                        Certificateholders.
                        
                        The Class HI:A Certificates are senior to both the Class
                        HI:M and the Class HI:B Certificates. The Class HI:M
                        Certificates are senior to the Class HI:B Certificates.
                        

CLASS HI:A INTEREST:
                        Interest on each Class of Class HI:A Certificates will
                        be paid concurrently at the related Pass-Through Rate on
                        the related then outstanding Class Principal Balance.
                        Interest will initially accrue from the Settlement Date
                        and thereafter will accrue from the most recent Payment
                        Date on which interest has been paid, in each case to
                        but excluding the following Payment Date. Interest will
                        be computed on 30/360 basis.                        

                        In the event that, on a particular Payment Date, the
                        Class HI:A Remaining Amount Available, plus other funds
                        in the Certificate Account available therefor, are not
                        sufficient to make a full distribution of interest to
                        the holders of outstanding Class HI:A Certificates, the
                        amount of interest to be distributed in respect of the
                        Class HI:A Certificates will be allocated among the
                        Class HI:A Certificates pro rata in accordance with
                        their respective entitlements to interest, and the
                        amount of the deficiency will be carried forward as an
                        amount that the Class HI:A Certificateholders are
                        entitled to receive on the next Payment Date. Any
                        amounts so carried forward will bear interest at the
                        applicable Class HI:A Pass-Through Rate, to the extent
                        legally permissible.                        

CLASS HI:A PRINCIPAL:
                        After payment of all interest distributable to the Class
                        HI:A Certificateholders, the Sub-Pool HI Senior
                        Percentage of the Sub-Pool HI Formula Principal
                        Distribution Amount will be distributed first to the
                        Class HI:A-1 Certificateholders, until the Class HI:A-1
                        Principal Balance has been reduced to zero, then to the
                        Class HI:A-2 Certificateholders until the Class HI:A-2
                        Principal Balance has been reduced to zero, and then to
                        the Class HI:A-3 Certificateholders until the Class 
                        HI:A-3 Principal Balance has been reduced to zero.
                        
                        The "Sub-Pool HI Formula Principal Distribution Amount"
                        for each Payment Date will generally be equal to the sum
                        of: (i) all scheduled payments of principal due on each
                        outstanding Home Improvement Contract during the
                        preceding month: (ii) all partial principal prepayments
                        and principal prepayments in full received on each

[LOGO OF MERRILL LYNCH APPEARS HERE]   3
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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>
 
                        Home Improvement Contract during the preceding month;
                        (iii) the Scheduled Principal Balance of each Home
                        Improvement Contract that became liquidated during the
                        preceding month; and (iv) the Scheduled Principal
                        Balance of each Home Improvement Contract purchased by
                        Green Tree during the preceding month pursuant to the
                        Pooling and Servicing Agreement.
                        
                        
                        The "Sub-Pool HI Senior Percentage" will equal 100% if
                        any of the following exist:                        


                             i.        the Payment Date is prior to October 2000
                                       (month 36);
                             ii.       the Class HI:B Principal Balance
                                       represents less than 14% of the Scheduled
                                       Principal Balance of Sub-Pool HI; or
                             iii.      each Class HI:B Principal Distribution
                                       Test (see below) is not satisfied.


                        Otherwise, the Sub-Pool HI Senior Percentage will equal
                        a fraction, the numerator of which is the sum of the
                        Class HI:A Principal Balance and the Class HI:M
                        Principal Balance for a given Payment Date, and the
                        denominator of which is the Scheduled Principal Balance
                        of Sub-Pool HI for the immediately preceding Payment
                        Date.                        

CLASS HI:M-1 INTEREST:
                        After payment of the Class HI:A Distribution Amount,
                        interest will be paid to the Class HI:M-1
                        Certificateholders in an amount equal to the product of
                        (a) the Class HI:M-1 Pass-Through Rate and (b) the then
                        outstanding Class HI:M-1 Principal Balance (less the
                        Class HI:M-1 Liquidation Loss Principal Amount, if any).
                        Interest will initially accrue from the Settlement Date
                        and will thereafter accrue from the most recent Payment
                        Date on which interest has been paid, in each case to
                        but excluding the following Payment Date. Interest will
                        be computed on 30/360 basis. In the event that, on a
                        particular Payment Date, the Class HI:M-1 Remaining
                        Amount Available, plus other funds in the Certificate
                        Account available therefor, are not sufficient to make a
                        full distribution of the Class HI:M-1 Interest Payment
                        Amount, the amount of interest to be distributed in
                        respect of the Class HI:M-1 Certificates will be
                        allocated among the Class HI:M-1 Certificates pro rata
                        in accordance with their respective entitlements to
                        interest, and the amount of the deficiency will be
                        carried forward as an amount that the Class HI:M-1
                        Certificateholders are entitled to receive on the next
                        Payment Date. Any amount so carried forward will, to the
                        extent legally permissible, bear interest at the Class
                        HI:M-1 Pass-Through Rate.                        

CLASS HI:M-1 PRINCIPAL:
                        The Class HI:M-1 Certificateholders will not receive
                        principal until the Class HI:A Principal Balance has
                        been reduced to zero. At that time, the class HI:M-1
                        Certificateholders will be entitled to receive the Sub-
                        Pool HI Senior Percentage of the Sub-Pool HI Formula
                        Principal Distribution Amount, until the Class HI:M-1
                        Principal Balance has been reduced to zero. 

CLASS HI:M-2 INTEREST:
                        After payment of Class HI:A and Class HI:M-1
                        Distribution Amounts, interest will be paid to the Class
                        HI:M-2 Certificateholders in an amount equal to the
                        product of (a) the Class HI:M-2 Pass-Through Rate and
                        (b) the then outstanding Class HI:M-2 Principal Balance
                        (less the Class HI:M-2 Liquidation Loss Principal
                        Amount, if any). Interest will initially accrue from the
                        Settlement Date and will thereafter accrue from the most
                        recent Payment Date on which interest has been paid, in
                        each case to but excluding the following Payment Date.
                        Interest will be computed on 30/360 basis. In the event
                        that, on a particular Payment Date, the Class HI:M-2
                        Remaining Amount

[LOGO OF MERRILL LYNCH APPEARS HERE]   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>
 
                        Available, plus other funds in the Certificate Account
                        available therefor, are not sufficient to make a full
                        distribution of the Class HI:M-2 Interest Payment
                        Amount, the amount of interest to be distributed in
                        respect of the Class HI:M-2 Certificates will be
                        allocated among the Class HI:M-2 Certificates pro rata
                        in accordance with their respective entitlements to
                        interest, and the amount of the deficiency will be
                        carried forward as an amount that the Class HI:M-2
                        Certificateholders are entitled to receive on the next
                        Payment Date. Any amount so carried forward will, to the
                        extent legally permissible, bear interest at the Class
                        HI:M-2 Pass-Through Rate.                        
                        

CLASS HI:M-2 PRINCIPAL:
                        Class HI:M-2 Certificateholders will not receive
                        principal until the Class HI:A and Class HI:M-1
                        Principal Balances have been reduced to zero. At that
                        time the Class HI:M-2 Certificateholders will be
                        entitled to receive the Sub-Pool HI Senior Percentage of
                        the Sub-Pool HI Formula Principal Distribution Amount,
                        until the Class HI:M-2 Principal Balance has been
                        reduced to zero.                        

CLASS HI:B-1 INTEREST:
                        After payment of Class HI:A, Class HI:M-1 and Class 
                        HI:M-2 Distribution Amounts, interest will be paid to
                        the Class HI:B-1 Certificateholders in an amount equal
                        to the product of (a) the Class HI:B-1 Pass Through Rate
                        and (b) the then outstanding Class HI:B-1 Principal
                        Balance (less the Class HI:B-1 Liquidation Loss
                        Principal Amount, if any). Interest will initially
                        accrue from the Settlement Date and will thereafter
                        accrue from the most recent Payment Date on which
                        interest has been paid, in each case to but excluding
                        the following Payment Date. Interest will be computed on
                        30/360 basis. In the event that, on a particular Payment
                        Date, the Class HI:B-1 Remaining Amount Available, plus
                        other funds in the Certificate Account available
                        therefor, are not sufficient to make a full distribution
                        of the Class HI:B-1 Interest Payment Amount, the amount
                        of interest to be distributed in respect of the Class
                        HI:B-1 Certificates will be allocated among the Class
                        HI:B-1 Certificates pro rata in accordance with their
                        respective entitlements to interest, and the amount of
                        the deficiency will be carried forward as an amount that
                        the Class HI:B-1 Certificateholders are entitled to
                        receive on the next Payment Date. Any amount so carried
                        forward will, to the extent legally permissible, bear
                        interest at the Class HI:B-1 Pass-Through Rate.

CLASS HI:B-1 PRINCIPAL:
                        The Class HI:B-1 Certificateholders will not receive
                        principal payments until (i) the Class HI:B Cross-over
                        Date and (ii) such time as either (a) each Class HI:B
                        Principal Distribution Test is satisfied or (b) the
                        Class HI:A Principal Balance and the HI:M Principal
                        Balance have been reduced to zero. At that time, to the
                        extent of the amount available after payment of the
                        Class HI:A and Class HI:M Distribution Amounts and Class
                        HI:B-1 interest, the Class HI:B-1 Certificateholders
                        will receive the Class HI:B Percentage of the Sub-Pool
                        HI Formula Principal Distribution Amount until the Class
                        HI:B-1 Principal Balance has been reduced to zero.

                        The Class HI:B Percentage will equal 100% minus the Sub-
                        Pool HI Senior Percentage. The Class HI:B Percentage
                        after the Class HI:A and the Class HI:M Principal
                        Balances have been reduced to zero will be equal to
                        100%.


[LOGO OF MERRILL LYNCH APPEARS HERE]   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>
 
CLASS HI:B PRINCIPAL    
DISTRIBUTION TESTS:
                        i.    the average of the Sub-Pool HI Sixty-Day
                              Delinquency Ratio as of the given Payment Date and
                              the prior two Payment Dates must not exceed 2.5%;
                        ii.   the average of the Sub-Pool HI Thirty-Day
                              Delinquency Ratio as of the given Payment Date and
                              the prior two Payment Dates must not exceed 5%;
                        iii.  the Sub-Pool HI Cumulative Realized Losses as of
                              the given Payment Date must not exceed a certain
                              specified percentage of the Cut-off Date Pool
                              Principal Balance of Sub-Pool HI;
                        iv.   the Sub-Pool HI Current Realized Loss Ratio as of
                              the given Payment Date must not exceed 2.5%; and
                        v.    the Class HI:B Principal Balance divided by the
                              Pool Scheduled Principal Balance of Sub-Pool HI as
                              of the immediately preceding Payment Date must be
                              equal to or greater than 14%.

CLASS HI:B-2 INTEREST:
                        After payment of Class HI:A, Class HI:M-1, Class HI:M-2
                        and Class HI:B-1 Distribution Amounts, interest will be
                        paid to the Class HI:B-2 Certificateholders in an amount
                        equal to the product of (a) the Class HI:B-2 Pass-
                        Through Rate and (b) the then outstanding Class HI:B-2
                        Principal Balance (less the Class HI:B-2 Liquidation
                        Loss Principal Amount, if any). The Class HI:B-2 Limited
                        Guaranty will be available to pay interest to the Class
                        HI:B-2 Certificateholders if the Sub-Pool HI Class HI:B-
                        2 Remaining Amount Available is not sufficient. Interest
                        will initially accrue from the Settlement Date and will
                        thereafter accrue from the most recent Payment Date on
                        which interest has been paid, in each case to but
                        excluding the following Payment Date. Interest will be
                        computed on 30/360 basis. In the event that, on a
                        particular Payment Date, the Class HI:B-2 Remaining
                        Amount Available in the Certificate Account plus any
                        amounts paid under the Class HI:B-2 Limited Guaranty are
                        not sufficient to make a full distribution to the Class
                        HI:B-2 Interest Payment Amount, the amount of interest
                        to be distributed in respect of the Class HI:B-2
                        Certificates will be allocated among the Class HI:B-2
                        Certificates pro rata accordance with their respective
                        entitlements to interest, and the amount of the
                        deficiency will be carried forward as an amount that the
                        Class HI:B-2 Certificateholders are entitled to receive
                        on the next Payment Date. Any amount so carried forward
                        will, to the extent legally permissible, bear interest
                        at the Class HI:B-2 Pass-Through Rate.

CLASS HI:B-2 PRINCIPAL:
                        Except as set forth below, the Class HI:B-2
                        Certificateholders will not receive principal payments
                        until the Class HI:B-1 Principal Balance has been
                        reduced to zero. At that time, if each Class HI:B
                        Principal Distribution Test is satisfied (unless the
                        Class HI:A and Class HI:M Principal Balances have been
                        reduced to zero ), to the extent of the amount available
                        after payment of the Class HI:A, the Class HI:M and the
                        Class HI:B-1 Distribution Amounts and any amounts
                        actually paid under the Class HI:B-2 Limited Guaranty,
                        the Class HI:B-2 Certificateholders will receive the
                        Class HI:B Percentage of the Sub-Pool HI Formula
                        Principal Distribution Amount until Class HI:B-2
                        Principal Balance has been reduced to zero.

                        On each Payment Date, the Class HI:B-2
                        Certificateholders are also entitled to receive,
                        pursuant to the Class HI:B-2 Limited Guaranty, the Class
                        HI:B-2 Liquidation Loss Principal Amount until the Class
                        HI:B-2 Principal Balance has been reduced to zero.

[LOGO OF MERRILL LYNCH APPEARS HERE]   6
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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>
 
CLASS HI:B-2 LIMITED
GUARANTY:               
                        The Class HI:B-2 Limited Guaranty will be available to
                        pay the Class HI:B-2 Liquidation Loss Principal Amount
                        and the Class HI:B-2 Distribution Amount. The Class HI:
                        B-2 Limited Guaranty will be an unsecured general
                        obligation of the Company.


                       HOME EQUITY CERTIFICATE STRUCTURE


CREDIT ENHANCEMENT:
                        Class HE:A:        14.25% subordination (Class HE:M-1, 
                                           M-2, B-1 and B-2) & Residual 
                                           (Class C)
                        Class HE:M-1:      8.50% subordination (Class HE:M-2, 
                                           B-1, and B-2) & Residual (Class C)
                        Class HE:M-2:      4.50% subordination (Class HE:B-1 and
                                           B-2) & Residual (Class C)
                        Class HE:B-1:      1.35% subordination (Class HE:B-2) & 
                                           Residual (Class C)
                        Class HE:B-2:      Limited Guaranty plus Residual 
                                           (Class C)

LOSSES ON LIQUIDATED
CONTRACTS:
                        If Net Liquidation Proceeds from Liquidated Contracts in
                        Sub-Pool HE in a collection period are less than the
                        Scheduled Principal Balance of such Liquidated Contracts
                        plus accrued and unpaid interest thereon, the deficiency
                        will be absorbed by the Class HE:C Certificateholder,
                        then the Guaranty Fee otherwise payable to the Company,
                        then the Monthly Servicing Fee otherwise payable to the
                        Servicer (as long as Green Tree is the Servicer), then
                        the Class HE:B-2 Certificateholders, then the Class 
                        HE:B-1 Certificateholders, then the Class HE:M-2
                        Certificateholders, then the Class HE:M-1
                        Certificateholders and then the Class HE:A Certificate
                        holders.                        

PRE-FUNDING
ACCOUNT:

                        The Sub-Pool HE Pre-Funded Amount will be reduced during
                        the Funding Period (not longer than 90 days) by the
                        amounts thereof used to purchase related Subsequent Home
                        Equity Contracts. Any amount remaining at the end of the
                        Funding Period in the Sub-Pool HE Pre-Funding Account
                        will be distributed to each Class of Class HE: A
                        Certificates on a pro rata basis.

DISTRIBUTIONS:
                        The "Sub-Pool HE Amount Available" will generally
                        consist of payments made on or in respect of the Home
                        Equity Contracts comprising Sub-Pool HE and will include
                        amounts otherwise payable to the Servicer (as long as
                        Green Tree is the Servicer) as the Monthly Servicing Fee
                        with respect to the Home Equity Contracts and to the
                        Class C Certificateholder.                        


                        The Sub-Pool HE Amount Available will generally be
                        applied first to the distributions to the Class HE:A
                        Certificateholders, then to the Class HE:M
                        Certificateholders, and then to the Class HE:B
                        Certificate holders. 


[LOGO OF MERRILL LYNCH APPEARS HERE]   7
- --------------------------------------------------------------------------------
Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
 
                            Class HE:A Certificates are senior to both the Class
                            HE:M and the Class HE:B Certificates. The Class HE:M
                            Certificates are senior to the Class HE:B
                            Certificates.

CLASS HE:A INTEREST:
                            Interest on each Class of Class HE:A Certificates
                            will be paid concurrently at the related
                            Pass-Through Rate based on the related then
                            outstanding Class Principal Balance (in the case of
                            Class HE:A Certificates other than the Class HE:A-8
                            IO Certificates) or based on the "Notional Principal
                            Amount" (in the case of the Class HE:A-8 IO
                            Certificates). Interest will be calculated on the
                            Class HE:A-8 IO Certificates on the basis of a
                            "Notional Principal Amount' equal to the aggregate
                            outstanding Certificate Principal Balance of the
                            Class HE:A-7 Certificates (reference to the Notional
                            Principal Amount is solely for convenience in
                            certain calculations and does not represent the
                            right to receive any distribution allocable to
                            principal). The Class HE:A-8 IO Certificates are
                            entitled to receive interest payments only through
                            the Payment Date in September 2000. Interest will
                            initially accrue from the Settlement Date, and will
                            thereafter accrue from the most recent Payment Date
                            on which interest has been paid, in each case to but
                            excluding the following Payment Date.

                            The Pass Through Rate for the Class HE:A-1 ARM
                            Certificates will be floating and will equal the
                            lesser of :

                              i.   one-month LIBOR plus the Pass-Through Margin;
                              ii.  the Available Funds Pass-Through Rate; or
                              iii. 14.00%.

                            The Pass-Through Margin will equal [___%] per annum
                            through the Payment Date on which the principal
                            balance of the Home Equity and Home Improvement
                            Contracts is 10% or more of the Principal Balance of
                            the Home Equity and Home Improvement Contracts as of
                            the Cut-off Date, and [2 x initial pricing margin]
                            per annum on each Payment Date on which the
                            principal balance of the Home Equity and Home
                            Improvement Contracts is less than 10% of the
                            Principal Balance of the Home Equity and Home
                            Improvement Contracts as of the Cut-off Date. The
                            Available Funds Pass-Through Rate for any Payment
                            Date will be a rate per annum equal to the weighted
                            average of the Expense Adjusted Mortgage Rates on
                            the then outstanding Adjustable Rate Contracts. The
                            Expense Adjusted Mortgage Rate on any Adjustable
                            Rate Contract is equal to the then applicable Loan
                            Interest Rate thereon, minus the Expense Fee Rate,
                            which is [.75]% per annum and equal to the sum of
                            the servicing fee and the trustee fee.

                            Each other Class of the Class HE:A Certificates will
                            bear interest at a fixed Pass-Through Rate
                            calculated on a 30/360 basis with the exception of
                            the Class HE:A-1 ARM Certificates, which will
                            instead bear interest at a variable Pass-Through
                            Rate calculated on an actual/360 basis.

                            In the event that, on a particular Payment Date, the
                            Class HE:A Remaining Amount Available, plus other
                            funds in the Certificate Account available therefor,
                            are not sufficient to make a full distribution of
                            interest to the holders of the outstanding Class
                            HE:A Certificates, the amount of interest to be
                            distributed in respect of the Class HE:A
                            Certificates will be allocated among the Class HE:A
                            Certificates pro rata in accordance with their
                            respective entitlements to interest, and the amount
                            of the deficiency will be carried forward as an
                            amount that the Class HE:A Certificateholders are
                            entitled to receive on the next Payment Date. Any
                            amounts so


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<PAGE>
 
                            carried forward will bear interest at the applicable
                            Class HE:A Pass-Through Rate, to the extent legally
                            permissible.

CLASS HE:A PRINCIPAL:
                            After payment of all interest distributable to the
                            Class HE:A Certificateholders, the Class HE:A-1 ARM
                            Formula Principal Distribution Amount will be
                            distributed to the Class HE:A-1 ARM
                            Certificateholders and the Sub-Pool HE Senior
                            Percentage of the Sub-Pool HE: Formula Principal
                            Distribution Amount less the Class HE:A-7 Lockout
                            Distribution Amount (defined below) will be
                            distributed first to the Class HE:A-1
                            Certificateholders, until the Class HE:A-1 Principal
                            Balance has been reduced to zero, then to the Class
                            HE:A-2 Certificateholders until the Class HE:A-2
                            Principal Balance has been reduced to zero, then to
                            the Class HE:A-3 Certificateholders until the Class
                            HE:A-3 Principal Balance has been reduced to zero,
                            then to the Class HE:A-4 Certificateholders until
                            the Class HE:A-4 Principal Balance has been reduced
                            to zero, then to the Class HE:A-5 Certificateholders
                            until the Class HE:A-5 Principal Balance has been
                            reduced to zero and then to the Class HE:A-6
                            Certificateholders until the Class HE:A-6 Principal
                            Balance has been reduced to zero.

                            The "Sub-Pool HE Formula Principal Distribution
                            Amount" for each Payment Date will generally be
                            equal to the sum of: (i) all scheduled payments of
                            principal due on each outstanding Home Equity
                            Contract during the preceding month; (ii) all
                            partial principal prepayments and principal
                            prepayments in full received on each Home Equity
                            Contract during the preceding month; (iii) the
                            scheduled principal balance of each Home Equity
                            Contract that became liquidated during the preceding
                            month; and (iv) the scheduled principal balance of
                            each Home Equity Contract purchased by Green Tree
                            during the preceding month pursuant to the Pooling
                            and Servicing Agreement.

                            The Class HE:A-7 Certificateholders are generally
                            entitled to receive the Class HE:A-7 Lockout
                            Distribution Amount, however, if on any Payment Date
                            the Class HE:A-6 Certificate Principal Balance is
                            zero, the Class HE:A-7 Certificateholders will
                            instead be entitled to receive the entire Sub-Pool
                            HE Senior Percentage of the Sub-Pool HE Formula
                            Principal Distribution Amount less the amount, if
                            any, distributed in payment of principal on the
                            Class HE:A-6 Certificates on such Payment Date, in
                            each case until the Class HE:A-7 Principal Balance
                            has been reduced to zero.

                            The "Class HE:A-7 Lockout Distribution Amount" for
                            any Payment Date will equal the product of (i) the
                            applicable Class HE:A-7 Lockout Percentage for such
                            Payment Date and (ii) the Class HE:A-7 Lockout Pro
                            Rata Distribution Amount for such Payment Date.

                            The "Class HE:A-7 Lockout Percentage" for each
                            Payment Date will be as follows:

<TABLE>
<CAPTION>
                                 Payment Dates                        Lockout Percentage
                                 -------------                        ------------------
                                 <S>                                  <C>
                                 October 1997 - September 2000        0%
                                 October 2000 - September 2002        20%
                                 October 2002 - September 2003        80%
                                 October 2003 - September 2004        100%
                                 October 2004 and thereafter          300%
</TABLE>

                            The "Class HE:A-7 Lockout Pro Rata Distribution
                            Amount" for any Payment Date will equal the product
                            of (x) a fraction, the numerator of which is the
                            Certificate


[LOGO OF MERRILL LYNCH APPEARS HERE]   9
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<PAGE>
 
                            Principal Balance of the Class HE:A-7 Certificates
                            immediately prior to such Payment Date and the
                            denominator of which is the sum of the Class HE:A-1,
                            Class HE:A-2, Class HE:A-3, Class HE:A-4, Class
                            HE:A-5, Class HE:A-6 and Class HE:A-7 Principal
                            Balances and (y) the Sub-Pool HE Senior Percentage
                            of the Sub-Pool HE Formula Principal Distribution
                            Amount.

                            The Sub-Pool HE Senior Percentage will equal 100% if
                            any of the following exist:

                                i.   it is prior to October 2000 (Month 36);

                                ii.  the Class HE:B Principal Balance represents
                                     less than 9.00% of the Scheduled Principal
                                     Balance of Sub-Pool HE; or

                                iii. each Class HE:B Principal Distribution Test
                                     (See below) is not satisfied.

                            Otherwise, the Sub-Pool HE Senior Percentage will
                            equal a fraction, the numerator of which is the sum
                            of the Class HE:A Principal Balance (excluding the
                            Class HE:A-1 ARM Principal Balance) and the Class
                            HE:M Principal Balance for a given Payment Date, and
                            the denominator of which is the Scheduled Principal
                            Balance of Sub-Pool HE for the immediately preceding
                            Payment Date. The Class HE:A-8 IO Certificates are
                            interest-only Certificates and are not entitled to
                            receive distributions of principal.

CLASS HE:M-1 INTEREST:
                            After payment of Class HE:A Distribution Amount,
                            interest will be paid to the Class HE:M-1
                            Certificateholders in an amount equal to the product
                            of (a) the Class HE:M-1 Pass-Through Rate and (b)
                            the then outstanding Class HE:M-1 Principal Balance
                            (less the Class HE:M-1 Liquidation Loss Principal
                            Amount, if any). Interest will initially accrue from
                            the Settlement Date, and will thereafter accrue from
                            the most recent Payment Date on which interest has
                            been paid, in each case to but excluding the
                            following Payment Date. Interest will be computed on
                            30/360 basis. In the event that, on a particular
                            Payment Date, the Class HE:M-1 Remaining Amount
                            Available, plus other funds in the Certificate
                            Account available therefor, are not sufficient to
                            make a full distribution of the Class HE:M-1
                            Interest Payment Amount, the amount of interest to
                            be distributed in respect of the Class HE:M-1
                            Certificates will be allocated among the Class
                            HE:M-1 Certificates pro rata in accordance with
                            their respective entitlements to interest, and the
                            amount of the deficiency will be carried forward as
                            an amount that the Class HE:M-1 Certificateholders
                            are entitled to receive on the next Payment Date.
                            Any amount so carried forward will, to the extent
                            legally permissible, bear interest at the Class
                            HE:M-1 Pass-Through Rate.

CLASS HE:M-1 PRINCIPAL:
                            Class HE:M-1 Certificateholders will not receive
                            principal until the Class HE:A Principal Balance has
                            been reduced to zero. At that time, the Class HE:M-1
                            Certificateholders will be entitled to receive the
                            Sub-Pool HE Senior Percentage of the Sub-Pool HE
                            Formula Principal Distribution Amount, until the
                            Class HE:M-1 Principal Balance has been reduced to
                            zero.

CLASS HE:M-2 INTEREST:      
                            After payment of Class HE:A and Class HE:M-1
                            Distribution Amounts, interest will be paid to the
                            Class HE:M-2 Certificateholders in an amount equal
                            to the product of (a) the Class HE:M-2 Pass-Through
                            Rate and (b) the then outstanding Class HE:M-2
                            Principal Balance (less the Class HE:M-2 Liquidation
                            Loss Principal Amount, if any). Interest will
                            initially accrue from the Settlement Date, and will
                            thereafter accrue from the most recent Payment Date
                            on which interest has been paid, in each case to but
                            excluding the following Payment Date. Interest will
                            be computed on 30/360 basis. In the event that, on a
                            particular Payment Date, the Class HE:M-2 Remaining
                            Amount


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<PAGE>
 
                            Available, plus other funds in the Certificate
                            Account available therefor, are not sufficient to
                            make a full distribution of the Class HE:M-2
                            Interest Payment Amount, the amount of interest to
                            be distributed in respect of the Class HE:M-2
                            Certificates will be allocated among the Class
                            HE:M-2 Certificates pro rata in accordance with
                            their respective entitlements to interest, and the
                            amount of the deficiency will be carried forward as
                            an amount that the Class HE:M-2 Certificateholders
                            are entitled to receive on the next Payment Date.
                            Any amount so carried forward will, to the extent
                            legally permissible, bear interest at the Class
                            HE:M-2 Pass-Through Rate.

CLASS HE:M-2 PRINCIPAL:
                            Class HE:M-2 Certificateholders will not receive
                            principal until the Class HE:A and Class HE:M-1
                            Principal Balances have been reduced to zero. At
                            that time the Class HE:M-2 Certificateholders will
                            be entitled to receive the Sub-Pool HE Senior
                            Percentage of the Sub-Pool HE Formula Principal
                            Distribution Amount, until the Class HE:M-2
                            Principal Balance has been reduced to zero.

CLASS HE:B-1 INTEREST:
                            After payment of Class HE:A, Class HE:M-1 and Class
                            HE:M-2 Distribution Amounts, interest will be paid
                            to the Class HE:B-1 Certificateholders in an amount
                            equal to the product of (a) the Class HE:B-1 Pass
                            Through Rate and (b) the then outstanding Class
                            HE:B-1 Principal Balance (less the Class HE:B-1
                            Liquidation Loss Principal Amount, if any). Interest
                            will initially accrue from the Settlement Date, and
                            will thereafter accrue from the most recent Payment
                            Date on which interest has been paid, in each case
                            to but excluding the following Payment Date.
                            Interest will be computed on 30/360 basis. In the
                            event that, on a particular Payment Date, the Class
                            HE:B-1 Remaining Amount Available, plus other funds
                            in the Certificate Account available therefor, are
                            not sufficient to make a full distribution of the
                            Class HE:B-1 Interest Payment Amount, the amount of
                            interest to be distributed in respect of the Class
                            HE:B-1 Certificates will be allocated among the
                            Class HE:B-1 Certificates pro rata in accordance
                            with their respective entitlements to interest, and
                            the amount of the deficiency will be carried forward
                            as an amount that the Class HE:B-1
                            Certificateholders are entitled to receive on the
                            next Payment Date. Any amount so carried forward
                            will, to the extent legally permissible, bear
                            interest at the Class HE:B- 1 Pass-Through Rate.

CLASS HE:B-1 PRINCIPAL:
                            The Class HE:B-1 Certificateholders will not receive
                            principal payments until (i) the Class HE:B
                            Cross-over Date and (ii) such time as either (a)
                            each Class HE:B Principal Distribution Test is
                            satisfied or (b) the Class HE:A Principal Balance
                            and the Class HE:M Principal Balance have been
                            reduced to zero. At that time, to the extent of the
                            amount available after payment of the Class HE:A and
                            Class HE:M Distribution Amounts and Class HE:B-1
                            interest, Class HE:B-1 Certificateholders will
                            receive the Class HE:B Percentage of the Sub-Pool HE
                            Formula Principal Distribution Amount until the
                            Class HE:B-1 Principal Balance has been reduced to
                            zero.

                            The Class HE:B Percentage will be equal to 100%
                            minus the Sub-Pool HE Senior Percentage. The Class
                            HE:B Percentage after the Class HE:A and Class HE:M
                            Principal Balances have been reduced to zero will be
                            equal to 100.00%


[LOGO OF MERRILL LYNCH APPEARS HERE]   11
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<PAGE>
 
CLASS HE:B PRINCIPAL
DISTRIBUTION TESTS:
                            i.     the average of the Sub-Pool HE Sixty-Day
                                   Delinquency Ratio as of the given Payment
                                   Date and the prior two Payment Dates must not
                                   exceed 6%;

                            ii.    the average of the Sub-Pool HE Thirty-Day
                                   Delinquency Ratio as of the given Payment
                                   Date and the prior two Payment Dates must not
                                   exceed 12%;

                            iii.   the Sub-Pool HE Cumulative Realized Losses as
                                   of the given Payment Date must not exceed
                                   7.5%;

                            iv.    the Sub-Pool HE Current Realized Loss Ratio
                                   as of the given Payment Date must not exceed
                                   2.0%; and

                            v.     the Class HE:B Principal Balance divided by
                                   the Pool Scheduled Principal Balance of
                                   Sub-Pool HE of as of the immediately
                                   preceding Payment Date must be equal to or
                                   greater than 9.00%

CLASS HE:B-2 INTEREST:
                            After payment of Class HE:A, Class HE:M-1, Class
                            HE:M-2 and Class HE:B-1 Distribution Amounts,
                            interest will be paid to the Class HE:B-2
                            Certificateholders in an amount equal to the product
                            of (a) the Class HE:B-2 Pass-Through Rate and (b)
                            the then outstanding Class HE:B-2 Principal Balance
                            (less the Class HE:B-2 Liquidation Loss Principal
                            Amount, if any). The Class HE:B-2 Limited Guaranty
                            will be available to pay interest to the Class
                            HE:B-2 Certificateholders if the Sub-Pool HE Class
                            HE:B-2 Remaining Amount Available is not sufficient.
                            Interest will initially accrue from the Settlement
                            Date, and thereafter will accrue from the most
                            recent Payment Date on which interest has been paid,
                            in each case to but excluding the following Payment
                            Date. Interest will be computed on 30/360 basis. In
                            the event that, on a particular Payment Date, the
                            Class HE:B-2 Remaining Amount Available in the
                            Certificate Account plus any amounts paid under the
                            Class HE:B-2 Limited Guaranty are not sufficient to
                            make a full distribution the Class HE:B-2 Interest
                            Payment Amount, the amount of interest to be
                            distributed in respect of the Class HE:B-2
                            Certificates will be allocated among the Class
                            HE:B-2 Certificates pro rata in accordance with
                            their respective entitlements to interest, and the
                            amount of the deficiency will be carried forward as
                            an amount that the Class HE:B-2 Certificateholders
                            are entitled to receive on the next Payment Date.
                            Any amount so carried forward will, to the extent
                            legally permissible, bear interest at the Class
                            HE:B-2 Pass-Through Rate.

CLASS HE:B-2 PRINCIPAL:
                            The Class HE:B-2 Certificateholders will not receive
                            principal payments until the Class HE:B-1 Principal
                            Balance has been reduced to zero. At that time, if
                            each Class HE:B Principal Distribution Test is
                            satisfied (unless the Class HE:A and Class HE:M
                            Principal Balances have been reduced to zero ), to
                            the extent of the amount available after payment of
                            the Class HE:A, the Class HE:M and the Class HE:B-1
                            Distribution Amounts and any amounts actually paid
                            under the Class HE:B-2 Limited Guaranty, the Class
                            HE:B-2 Certificateholders will receive the Class
                            HE:B Percentage of the Sub-Pool HE Formula Principal
                            Distribution Amount until Class HE:B-2 Principal
                            Balance has been reduced to zero. On each Payment
                            Date, the Class HE:B-2 Certificateholders will be
                            entitled to receive pursuant to the Class HE:B-2
                            Limited Guaranty, the Class HE:B-2 Liquidation Loss
                            Principal Amount until the Class HE:B-2 Principal
                            Balance has been reduced to zero.

CLASS HE:B-2 LIMITED
GUARANTY:
                            To Class HE:B-2 Limited Guaranty will be available
                            to pay the Class HE:B-2 Liquidation Loss Principal
                            Amount and the Class HE:B-2 Distribution Amount. The
                            Class HE:B-2 Limited Guaranty will be an unsecured
                            general obligation of the Company.


[LOGO OF MERRILL LYNCH APPEARS HERE]   12
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statement. If you have not received the statement, call you Merrill Lynch
account executive for another copy.
<PAGE>
 
                           HOME IMPROVEMENT CONTRACTS

     Sub-Pool HI will consist of conventional and FHA-insured home improvement
contracts and promissory notes. Certain Additional Home Improvement Contracts
will be identified for inclusion in Sub-Pool HI prior to the Closing Date and
such Additional Home Improvement Contracts, together with the Original Home
Improvement Contracts, will comprise Sub-Pool HI. The data set forth below is
based solely upon the Original Home Improvement Contracts. It is expected that
the Additional Home Improvement Contracts will have similar characteristics.
Obligations of the Obligor under each Home Improvement Contract are secured by
the related real estate.

                     THE HOME IMPROVEMENT CONTRACT SUB-POOL

<TABLE>
              <S>                                             <C> 
              Number of Contracts in Sub-Pool:                5,691
              Wgt. Avg. Contract Rate:                        10.719%
              Range of Rates:                                 7.50% - 17.25%
              Wgt. Avg. Orig. Maturity:                       211.30 mos.
              Wgt. Avg. Rem. Maturity:                        210.70 mos.
              Avg. Rem Princ. Balance:                        $17,378
</TABLE>


                 GEOGRAPHIC DISTRIBUTION OF MORTGAGE PROPERTIES
                           HOME IMPROVEMENT CONTRACTS

<TABLE>
<CAPTION>
                                           % of HI Contract                                   % of HI Contract Sub-Pool
                           Number         Sub-Pool by Number         Aggregate Principal           by Outstanding
State                   of Contracts         of Contracts            Balance Outstanding          Principal Balance
- -----                   ------------         ------------            -------------------          -----------------
<S>                         <C>                  <C>                     <C>                             <C>
CA                            916                 16.10%                 $22,666,796.70                  22.92%
AZ                            427                  7.50%                   8,367,434.78                   8.46%
NJ                            359                  6.31%                   6,224,116.19                   6.29%
NY                            371                  6.52%                   6,120,534.85                   6.19%
FL                            327                  5.75%                   5,709,311.49                   5.77%
Other States *              3,291                 57.82%                  49,811,793.04                  50.37%

Total                       5,691                   100%                 $98,899,987.05                    100%
=====                       =====                   ====                 ==============                   ====
</TABLE>
- ---------------------------
*    No one State in this category constitutes more than 5% of the Sub-Pool HI
     Outstanding Principal Balance.

               YEARS OF ORIGINATION OF HOME IMPROVEMENT CONTRACTS

<TABLE>
<CAPTION>
                                                                                           % of HI Contract Sub-Pool
                                     Number of               Aggregate Principal                by Outstanding
Year of Origination                 Contracts                Balance Outstanding               Principal Balance
- -------------------                 ----------               -------------------               -----------------
<S>                                     <C>                     <C>                                   <C>    
1987                                        1                       $18,909.00                         0.02%
1990                                        2                        29,508.74                         0.03%
1992                                        1                        13,498.00                         0.01%
1996                                       10                       109,497.81                         0.11%
1997                                    5,677                    98,728,573.50                        99.83%

Total                                   5,691                   $98,899,987.05                          100%
=====                                   =====                   ==============                         ====
</TABLE>

[LOGO OF MERRILL LYNCH APPEARS HERE]  13 
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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>
 
                   ORIGINAL HOME IMPROVEMENT CONTRACT AMOUNTS

<TABLE>
<CAPTION>
                                                                                           % of HI Contract Sub-Pool
Original HI Contract                 Number of               Aggregate Principal                by Outstanding
Amount (in Dollars)                  Contracts               Balance Outstanding               Principal Balance
- -------------------                  ---------               -------------------               -----------------
<S>                                    <C>                    <C>                                     <C> 
Less than/Equal  $9,999                1,184                    $8,467,088.55                          8.56%
From $10,000 - $19,999                 2,697                    39,670,380.59                         40.11%
From $20,000 - $29,999                 1,236                    29,398,658.49                         29.73%
From $30,000 - $39,999                   400                    13,326,557.34                         13.47%
From $40,000 - $49,999                   126                     5,417,859.84                          5.48%
From $50,000 - $59,999                    42                     2,174,203.16                          2.20%
From $60,000 - $69,999                     3                       182,237.60                          0.18%
From $80,000 - $89,999                     2                       164,023.64                          0.17%
From $90,000 - $99,999                     1                        98,977.84                          0.10%

Total                                  5,691                   $98,899,987.05                           100%
=====                                  =====                   ==============                          ====
</TABLE>


                         HOME IMPROVEMENT CONTRACT RATES

<TABLE>
<CAPTION>
                                                                                           % of HI Contract Sub-Pool
                                     Number of               Aggregate Principal                by Outstanding
HI Contract Rate                     Contracts               Balance Outstanding               Principal Balance
- ----------------                     ---------               -------------------               -----------------
<S>                                       <C>                     <C>                                 <C>   
From 7.00001% - 8.00000%                     8                      $223,954.48                        0.23%
From 8.00001% - 9.00000%                   120                     2,743,058.97                        2.77%
From 9.00001% - 10.0000%                  1693                    38,261,559.70                       38.69%
From 10.00001% - 11.00000%                1704                    31,232,082.23                       31.58%
From 11.00001% - 12.00000%                 729                    11,044,623.97                       11.17%
From 12.00001% - 13.00000%                 852                    10,421,857.88                       10.54%
From 13.00001% - 14.00000%                 423                     3,584,102.67                        3.62%
From 14.00001% - 15.00000%                 116                     1,060,220.08                        1.07%
From 15.00001% - 16.00000%                  29                       212,634.64                        0.21%
Greater than 16.00001%                      17                       115,892.43                        0.12%

Total                                    5,691                   $98,899,987.05                         100%
=====                                    =====                   ==============                        ====
</TABLE>

[LOGO OF MERRILL LYNCH APPEARS HERE]  14
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statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
 
           REMAINING MONTHS TO MATURITY OF HOME IMPROVEMENT CONTRACTS

<TABLE>
<CAPTION>
                                                                                           % of HI Contract Sub-Pool
                                     Number of               Aggregate Principal                by Outstanding
Months Remaining                     Contracts               Balance Outstanding               Principal Balance
- ----------------                     ---------               -------------------               -----------------
<S>                                    <C>                     <C>                                   <C>   
Less than/Equal 30                        18                        $87,996.89                          .09%
31-60                                    394                      3,270,927.67                         3.31%
61-90                                    189                      1,841,715.95                         1.86%
91-120                                 1,509                     19,292,888.17                        19.51%
121-150                                   38                        486,687.61                         0.49%
151-180                                1,495                     26,377,609.98                        26.67%
181-210                                    4                         50,321.49                         0.05%
211-240                                  666                     13,446,602.41                        13.60%
271-300                                 1378                     34,045,236.88                        34.42%

Total                                  5,691                    $98,899,987.05                          100%
=====                                  =====                    ==============                         ====
</TABLE>


                   LIEN POSITION OF HOME IMPROVEMENT CONTRACTS

<TABLE>
<CAPTION>
                                           % of HI Contract                                   % of HI Contract Sub-Pool
Lien                       Number         Sub-Pool by Number         Aggregate Principal           by Outstanding
Position                of Contracts         of Contracts            Balance Outstanding          Principal Balance
- --------                ------------         ------------            -------------------          -----------------
<S>                           <C>                 <C>                   <C>                             <C>   
First                           239                4.20%                  $3,195,568.69                  3.23%
Second                        4,339               76.24%                  76,243,087.86                 77.10%
Third                          1101               19.35%                  19,269,779.84                 19.48%
Fourth                           12                0.21%                     191,550.66                  0.19%

Total                         5,691                 100%                 $98,899,987.05                   100%
=====                         =====                 ====                 ==============                  ====
</TABLE>


[LOGO OF MERRILL LYNCH APPEARS HERE]  15
- --------------------------------------------------------------------------------
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>
 
                              HOME EQUITY CONTRACTS

     Sub-Pool HE will consist of closed-end fixed rate home equity loans and
adjustable rate home equity loans. The data set forth below is based solely upon
the Initial Contracts. It is expected that Subsequent Contracts purchased with
amounts deposited in the Sub-Pool HE Pre-Funding Account will have similar
characteristics. Obligations of the Obligor under each Home Equity Contract are
secured by the related real estate.

                        THE HOME EQUITY CONTRACT SUB-POOL
                                FIXED RATE LOANS

<TABLE>
<CAPTION>
                      LEVEL PAY                                                          BALLOONS
<S>                                <C>                        <C>                                    <C>  
Number of Contracts in Sub-Pool:            5,334             Number of Contracts in Sub-Pool:                1,257
Wgt. Avg. Contract Rate:                   12.13%             Wgt. Avg. Contract Rate:                       12.09%
Range of Rates:                    7.25% - 19.10%             Range of Rates:                        7.70% - 17.50%
Wgt. Avg. Orig. Maturity:             245.45 mos.             Wgt. Avg. Orig. Maturity:                 179.16 mos.
Wgt. Avg. Rem. Maturity:              244.67 mos.             Wgt. Avg. Rem. Maturity:                  178.18 mos.
Avg. Rem Princ. Balance:                  $46,399             Avg. Rem Princ. Balance:                      $71,899
Wgt. Avg. CLTV:                            86.69%             Wgt. Avg. CLTV:                                87.16%
</TABLE>


                 GEOGRAPHIC DISTRIBUTION OF MORTGAGE PROPERTIES
                        FIXED RATE HOME EQUITY CONTRACTS

<TABLE>
<CAPTION>
                                           % of HE Contract                                     % of HE Contract Sub-
                           Number         Sub-Pool by Number         Aggregate Principal         Pool by Outstanding
State                   of Contracts         of Contracts            Balance Outstanding          Principal Balance
- -----                   ------------         ------------            -------------------          -----------------
<S>                       <C>                 <C>                       <C>                     <C>    
 OH                           525                 7.97%                  $24,382,320.94                  7.22%
 FL                           488                 7.40%                   24,101,407.42                  7.13%
 NC                           414                 6.28%                   21,332,349.77                  6.31%
 GA                           404                 6.13%                   20,953,797.79                  6.20%
 IL                           320                 4.86%                   19,648,515.97                  5.82%
 VA                           329                 4.99%                   19,478,546.94                  5.77%
 PA                           311                 4.72%                   18,171,994.19                  5.38%
 AL                           363                 5.51%                   17,364,284.09                  5.14%
 Other *                    3,437                52.14%                  172,438,391.97                 51.03%

 Total                      6,591                  100%                 $337,871,609.08                   100%
=======                     =====                  ====                 ===============                   ====
</TABLE>
- ---------------------------
*    No one State in this category constitutes more than 5% of the Sub-Pool HE
     Outstanding Principal Balance.

[LOGO OF MERRILL LYNCH APPEARS HERE]  16
- --------------------------------------------------------------------------------
Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
 
            YEARS OF ORIGINATION OF FIXED RATE HOME EQUITY CONTRACTS

<TABLE>
<CAPTION>
                                                                                           % of HE Contract Sub-Pool
                                     Number of               Aggregate Principal                by Outstanding
Year of Origination                 Contracts                Balance Outstanding               Principal Balance
- -------------------                 ----------               -------------------               -----------------
<S>                                     <C>                    <C>                                   <C>  
1989                                        2                       $266,834.76                        0.08%
1990                                        1                         95,950.80                        0.03%
1994                                        2                        150,315.56                        0.04%
1995                                        3                        364,293.28                        0.11%
1996                                       42                      2,272,473.89                        0.67%
1997                                    6,541                    334,721,740.79                       99.07%

Total                                   6,591                   $337,871,609.08                         100%
=====                                   =====                   ===============                         ====
</TABLE>


                ORIGINAL FIXED RATE HOME EQUITY CONTRACT AMOUNTS

<TABLE>
<CAPTION>
                                                                                           % of HE Contract Sub-Pool
Original HE Contract                 Number of               Aggregate Principal                by Outstanding
Amount (in Dollars)                  Contracts               Balance Outstanding               Principal Balance
- -------------------                  ---------               -------------------               -----------------
<S>                                    <C>                     <C>                                  <C> 
Less than/Equal $29,999                2,422                   $47,419,736.10                        14.04%
From $30,000 -  $39,999                  924                    31,829,500.59                         9.42%
From $40,000 -  $49,999                  730                    32,482,256.63                         9.62%
From $50,000 -  $59,999                  547                    29,875,564.12                         8.84%
From $60,000 -  $69,999                  461                    29,874,241.15                         8.84%
From $70,000 -  $79,999                  348                    25,884,934.35                         7.66%
From $80,000 -  $89,999                  267                    22,467,868.49                         6.65%
From $90,000 -  $99,999                  191                    17,940,911.32                         5.31%
From $100,000 -  $109,999                151                    15,798,010.26                         4.68%
From $110,000 -  $119,999                132                    15,097,812.89                         4.47%
From $120,000 -  $129,999                 87                    10,842,473.64                         3.21%
From $130,000 -  $139,999                 68                     9,134,948.97                         2.70%
From $140,000 -  $149,999                 61                     8,807,122.83                         2.61%
From $150,000 -  $159,999                 40                     6,198,020.06                         1.83%
From $160,000 -  $169,999                 34                     5,564,147.92                         1.65%
From $170,000 -  $179,999                 24                     4,170,326.31                         1.23%
From $180,000 -  $189,999                 16                     2,914,094.87                         0.86%
From $190,000 -  $199,999                 18                     3,505,755.19                         1.04%
From $200,000 -  $249,999                 41                     8,946,083.74                         2.65%
From $250,000 -  $299,999                 16                     4,373,968.89                         1.29%
From $300,000 -  $349,999                  6                     1,897,183.23                         0.56%
From $350,000 -  $399,999                  5                     1,872,911.24                         0.55%
Greater than $399,999                      2                       973,736.29                         0.29%

Total                                  6,591                  $337,871,609.08                          100%
=====                                  =====                  ===============                          ====
</TABLE>

[LOGO OF MERRILL LYNCH APPEARS HERE]  17
- --------------------------------------------------------------------------------
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>
 
                      FIXED RATE HOME EQUITY CONTRACT RATES

<TABLE>
<CAPTION>
                                                                                           % of HE Contract Sub-Pool
                                     Number of               Aggregate Principal                by Outstanding
HE Contract Rate                     Contracts               Balance Outstanding               Principal Balance
- ----------------                     ---------               -------------------               -----------------
<S>                                  <C>                     <C>                               <C>   
Less than/Equal 9.00%                     27                       $3,138,806.08                      0.93%
From 9.01% -  10.00%                     201                       17,357,250.32                      5.14%
From 10.01% -  11.00%                    953                       80,754,622.88                     23.91%
From 11.01% -  12.00%                  1,156                       73,790,439.14                     21.84%
From 12.01% -  13.00%                  1,644                       78,465,876.81                     23.22%
From 13.01% -  14.00%                  1,441                       52,132,816.10                     15.43%
From 14.01% -  15.00%                    620                       19,275,462.96                      5.70%
From 15.01% -  16.00%                    328                        8,149,383.48                      2.41%
From 16.01% -  17.00%                    141                        3,113,260.70                      0.92%
Greater than 17.00%                       80                        1,693,690.61                      0.50%

Total                                  6,591                     $337,871,609.08                       100%
=====                                  ======                    ===============                       ====
</TABLE>


        REMAINING MONTHS TO MATURITY OF FIXED RATE HOME EQUITY CONTRACTS

<TABLE>
<CAPTION>
                                                                                           % of HE Contract Sub-Pool
                                     Number of               Aggregate Principal                by Outstanding
Months Remaining                     Contracts               Balance Outstanding               Principal Balance
- ----------------                     ---------               -------------------               -----------------
<S>                                 <C>                      <C>                               <C>  
Less than/Equal 180                     3,906                  $172,462,808.05                      51.05%
181 - 195                                   2                       103,050.36                       0.03%
196 - 210                                   1                        87,463.72                       0.03%
211 - 225                                   4                       177,907.78                       0.05%
226 - 240                               1,754                    89,010,535.46                      26.34%
256 - 270                                   3                       346,149.14                       0.10%
271 - 285                                   2                       166,951.98                       0.05%
286 - 300                                 397                    27,540,962.31                       8.15%
331 - 345                                   2                       377,009.02                       0.11%
346 - 360                                 520                    47,598,771.26                      14.09%

Total                                   6,591                  $337,871,609.08                        100%
=====                                   =====                  ===============                        ====
</TABLE>


                LIEN POSITION OF FIXED RATE HOME EQUITY CONTRACTS

<TABLE>
<CAPTION>
                                         % of HE Contract Sub-                                % of HE Contract Sub-Pool
Lien                       Number           Pool by Number           Aggregate Principal           by Outstanding
Position                of Contracts         of Contracts            Balance Outstanding          Principal Balance
- --------                ------------         ------------            -------------------          -----------------
<S>                      <C>                  <C>                      <C>                            <C>  
First                         3,399              51.57%                 $245,089,364.60                  72.54%
Second                        3,104              47.09%                   91,151,590.86                  26.98%
Third                            88               1.34%                    1,630,653.62                   0.48%

Total                         6,591                100%                 $337,871,609.08                 100.00%
=====                         =====                ====                 ===============                 =======
</TABLE>


[LOGO OF MERRILL LYNCH APPEARS HERE]   18
- --------------------------------------------------------------------------------
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 you Merrill Lynch
account executive for another copy.

                                       
<PAGE>
 
        COMBINED LOAN-TO-VALUE RATIO OF FIXED RATE HOME EQUITY CONTRACTS

<TABLE>
<CAPTION>
                                                                                             % of HE Contract Sub-
Combined                             Number of               Aggregate Principal              Pool by Outstanding
Loan-to-Value Ratio                  Contracts               Balance Outstanding               Principal Balance
- -------------------                  ---------               -------------------               -----------------
<S>                                  <C>                     <C>                             <C>   
Less than/Equal 10.00%                    11                       $250,909.74                        0.07%
 From 10.01% -  20.00%                    41                        886,313.01                        0.26%
 From 20.01% -  30.00%                    48                      1,197,297.87                        0.35%
 From 30.01% -  40.00%                    61                      2,144,459.81                        0.63%
 From 40.01% -  50.00%                    90                      3,023,312.67                        0.89%
 From 50.01% -  60.00%                   132                      5,890,524.67                        1.74%
 From 60.01% -  70.00%                   350                     15,137,680.60                        4.48%
 From 70.01% -  80.00%                   834                     44,059,878.15                       13.04%
 From 80.01% -  90.00%                 2,342                    127,073,247.82                       37.62%
 Greater than 90.00%                   2,682                    138,207,984.74                       40.92%

Total                                  6,591                   $337,871,609.08                         100%
=====                                  =====                   ===============                         ====
</TABLE>


[LOGO OF MERRILL LYNCH APPEARS HERE]   19
- --------------------------------------------------------------------------------
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 you Merrill Lynch
account executive for another copy.

<PAGE>
 
                          THE HOME EQUITY CONTRACT POOL
                                    ARM LOANS
<TABLE>
        <S>                                            <C>
        Number of Contracts in Sub-Pool:                          385
        Wgt. Avg. Contract Rate:                               10.13%
        Range of Rates:                                7.25% - 14.95%
        Wgt. Avg. Orig. Maturity:                          359.5 mos.
        Wgt. Avg. Rem. Maturity:                           358.4 mos.
        Avg. Rem Princ. Balance:                             $116,434
        Wgt. Avg. CLTV:                                        86.82%
</TABLE>


                 GEOGRAPHIC DISTRIBUTION OF MORTGAGE PROPERTIES
                            ARM HOME EQUITY CONTRACTS

<TABLE>
<CAPTION>
                                         % of HE Contract Sub-                                  % of HE Contract Sub-
                           Number           Pool by Number           Aggregate Principal         Pool by Outstanding
State                   of Contracts         of Contracts            Balance Outstanding          Principal Balance
- ----                    ------------         ------------            -------------------          -----------------
<S>                     <C>              <C>                         <C>                        <C>   
 TX                            45                11.69%                   $4,720,873.39                 10.53%
 CA                            23                 5.97%                    4,181,957.25                  9.33%
 GA                            26                 6.75%                    3,028,944.23                  6.76%
 MI                            29                 7.53%                    2,444,140.42                  5.45%
 WA                            13                 3.38%                    2,407,430.74                  5.37%
 Other *                      249                64.68%                   28,043,818.60                 62.56%

 Total                        385                  100%                  $44,827,164.63                   100%
=======                       ===                  ====                  ==============                   ====
</TABLE>

- ---------------------------
*    No one State in this category constitutes more than 5% of the Sub-Pool HE
     Outstanding Principal Balance.

                YEARS OF ORIGINATION OF ARM HOME EQUITY CONTRACTS

<TABLE>
<CAPTION>
                                                                                     % of HE Contract Sub-
                             Number of               Aggregate Principal              Pool by Outstanding
Year of Origination          Contracts               Balance Outstanding               Principal Balance
- -------------------          ---------               -------------------               -----------------
<S>                          <C>                     <C>                             <C>    
1996                              2                       $122,207.87                        0.27%
1997                            383                     44,704,956.76                       99.73%

Total                           385                    $44,827,164.63                         100%
=====                           ===                    ==============                         ====
</TABLE>

[LOGO OF MERRILL LYNCH APPEARS HERE]  20
- --------------------------------------------------------------------------------
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 you Merrill Lynch
account executive for another copy.

<PAGE>
 
                         ARM HOME EQUITY CONTRACT RATES

<TABLE>
<CAPTION>
                                                                                             % of HE Contract Sub-
                                     Number of               Aggregate Principal              Pool by Outstanding
HE Contract Rate                     Contracts               Balance Outstanding               Principal Balance
- ----------------                     ---------               -------------------               -----------------
<S>                                  <C>                     <C>                             <C>  
Less than/Equal 9.00%                     49                     $6,260,091.15                       13.96%
From 9.01% -  10.00%                     119                     15,255,856.55                       34.03%
From 10.01% -  11.00%                    143                     16,813,833.13                       37.51%
From 11.01% -  12.00%                     54                      5,227,680.02                       11.66%
From 12.01% -  13.00%                     16                      1,069,918.70                        2.39%
From 13.01% -  14.00%                      3                        170,399.47                        0.38%
From 14.01% -  15.00%                      1                         29,385.61                        0.07%

Total                                    385                    $44,827,164.63                         100%
=====                                    ===                    ==============                         ====
</TABLE>


                    ORIGINAL ARM HOME EQUITY CONTRACT AMOUNTS

<TABLE>
<CAPTION>
                                                                                             % of HE Contract Sub-
Original HE Contract                 Number of               Aggregate Principal              Pool by Outstanding
Amount (in Dollars)                  Contracts               Balance Outstanding               Principal Balance
- -------------------                  ---------               -------------------               -----------------
<S>                                  <C>                     <C>                             <C>    
Less than/Equal $29,999                    3                       $78,635.61                          0.18%
From $30,000 -  $39,999                   16                       549,217.17                          1.23%
From $40,000 -  $49,999                   18                       801,533.87                          1.79%
From $50,000 -  $59,999                   29                     1,591,800.40                          3.55%
From $60,000 -  $69,999                   33                     2,115,603.43                          4.72%
From $70,000 -  $79,999                   27                     2,004,381.29                          4.47%
From $80,000 -  $89,999                   24                     2,049,381.89                          4.57%
From $90,000 -  $99,999                   36                     3,424,352.01                          7.64%
From $100,000 -  $109,999                 33                     3,462,522.33                          7.72%
From $110,000 -  $119,999                 27                     3,085,052.12                          6.88%
From $120,000 -  $129,999                 16                     2,009,669.91                          4.48%
From $130,000 -  $139,999                 24                     3,227,031.85                          7.20%
From $140,000 -  $149,999                 14                     2,018,815.65                          4.50%
From $150,000 -  $159,999                 10                     1,540,109.18                          3.44%
From $160,000 -  $169,999                 10                     1,653,672.21                          3.69%
From $170,000 -  $179,999                 10                     1,739,768.47                          3.88%
From $180,000 -  $189,999                  4                       739,088.81                          1.65%
From $190,000 -  $199,999                  8                     1,551,990.43                          3.46%
From $200,000 -  $249,999                 24                     5,207,256.27                         11.62%
From $250,000 -  $299,999                  9                     2,461,292.57                          5.49%
From $300,000 -  $349,999                  5                     1,610,124.23                          3.59%
From $350,000 -  $399,999                  4                     1,461,486.89                          3.26%
Greater than $399,999                      1                       444,378.04                          0.99%

Total                                    385                   $44,827,164.63                           100%
=====                                    ===                   ==============                           ====
</TABLE>

[LOGO OF MERRILL LYNCH APPEARS HERE]   21
- --------------------------------------------------------------------------------
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 you Merrill Lynch
account executive for another copy.

<PAGE>
                   LIEN POSITION OF ARM HOME EQUITY CONTRACTS

<TABLE> 
<CAPTION> 
                                                        % of HE Contract Sub-
Lien           Number         Aggregate Principal        Pool by Outstanding
Position    of Contracts      Balance Outstanding         Principal Balance
- --------    ------------      -------------------         -----------------
<S>         <C>               <C>                       <C> 
First             385             $44,827,164.63                  100%

Total             385             $44,827,164.63                  100%
=====             ===             ==============                  ====
</TABLE> 

            REMAINING MONTHS TO MATURITY OF ARM HOME EQUITY CONTRACTS

<TABLE> 
<CAPTION> 
                                                           % of HE Contract Sub-
                      Number of     Aggregate Principal    Pool by Outstanding
Months Remaining      Contracts     Balance Outstanding     Principal Balance
- ----------------      ---------     -------------------     -----------------
<S>                   <C>           <C>                    <C> 
Less than/Equal 180           2            $120,260.58              0.27%
181 - 345                     0                      0                 0%
346-360                     383          44,706,904.05             99.73%

Total                       385         $44,827,164.63                100%
=====                       ===         ==============                ====
</TABLE> 

            COMBINED LOAN-TO-VALUE RATIO OF ARM HOME EQUITY CONTRACTS

<TABLE> 
<CAPTION> 
                                                           % of HE Contract Sub-
                             Number of  Aggregate Principal  Pool by Outstanding
Combined Loan-to-Value Ratio Contracts  Balance Outstanding   Principal Balance
- ---------------------------- ---------  -------------------   -----------------
<S>                          <C>        <C>                 <C> 
Less than/Equal 10.00%             1          $49,570.15              0.11%
From 10.01% -  20.00%              0                   0              0.00%
From 20.01% -  30.00%              2          194,200.00              0.43%
From 30.01% -  40.00%              2          109,977.63              0.25%
From 40.01% -  50.00%              3          113,983.03              0.25%
From 50.01% -  60.00%              8          548,675.23              1.22%
From 60.01% -  70.00%             20        1,554,557.84              3.47%
From 70.01% -  80.00%             81        8,214,857.46             18.33%
From 80.01% -  90.00%            250       32,020,854.12             71.43%
Greater than 90.00%               18        2,020,489.17              4.51%

Total                            385      $44,827,164.63                100%
=====                            ===      ==============                ====
</TABLE> 

[LOGO OF MERRILL LYNCH APPEARS HERE]   22
- --------------------------------------------------------------------------------
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>

          MONTH OF NEXT LIBOR ADJUSTMENT FOR ARM HOME EQUITY CONTRACTS

<TABLE> 
<CAPTION> 
                                                         % of HE Contract Sub-
                         Number of  Aggregate Principal   Pool by Outstanding
Month (for 6 Mo LIBOR)   Contracts  Balance Outstanding    Principal Balance
- ----------------------   ---------  -------------------    -----------------
<S>                      <C>        <C>                  <C> 
Aug-97                        3           $446,598.22             1.00%
Sep-97                       10          1,220,619.08             2.72%
Oct-97                       21          2,234,545.72             4.98%
Nov-97                       32          3,878,575.72             8.65%
Dec-97                       31          3,020,348.15             6.74%
Jan-98                       27          2,784,650.00             6.21%
Feb-98                        5            750,350.00             1.67%
Jun-98                        4            776,195.00             1.73%
Dec-98                        1            195,000.00             0.44%
Jan-99                        1            129,500.00             0.29%
Feb-99                        2            210,231.86             0.47%
Mar-99                       18          1,915,204.60             4.27%
Apr-99                       59          6,783,441.60            15.13%
May-99                       69          8,578,737.10            19.14%
Jun-99                       75          9,331,717.68            20.82%
Jul-99                       11          1,097,500.00             2.45%
Aug-99                        4            376,800.00             0.84%
Sep-99                        1             78,112.86             0.17%
Mar-00                        1             42,467.05             0.09%
May-00                        4            397,234.98             0.89%
Jun-00                        4            432,740.00             0.97%
Jul-00                        1            102,500.00             0.23%
Oct-03                        1             44,095.01             0.10%

  TOTAL                     385        $44,827,164.63              100%
=========                   ===        ==============              ====
</TABLE> 

[LOGO OF MERRILL LYNCH APPEARS HERE]   23
- --------------------------------------------------------------------------------
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>

                           GROSS MARGIN FOR ARM HOME EQUITY CONTRACTS

<TABLE> 
<CAPTION> 
                                                           % of HE Contract Sub-
                         Number of   Aggregate Principal   Pool by Outstanding
Gross Margin             Contracts   Balance Outstanding    Principal Balance
- ------------             ---------   -------------------    -----------------
<S>                      <C>         <C>                   <C> 
Less than/Equal 3.749%        0                $0.00               0.00%
3.750% - 3.999%               3           262,340.28               0.59%
4.000% - 4.249%               1           105,750.00               0.24%
4.250% - 4.499%               1            59,600.00               0.13%
4.500% - 4.749%               1            30,983.03               0.07%
4.750% - 4.999%             100        11,680,353.31              26.05%
5.000% - 5.249%              18         2,302,854.46               5.14%
5.250% - 5.499%              50         5,788,533.75              12.91%
5.500% - 5.749%              37         4,682,652.36              10.45%
5.750% - 5.999%              53         6,844,169.26              15.26%
6.000% - 6.249%              26         2,703,422.16               6.03%
6.250% - 6.499%              16         1,780,058.50               3.97%
6.500% - 6.749%              21         2,855,733.76               6.37%
6.750% - 6.999%              15         1,617,091.25               3.61%
7.000% - 7.249%              12         1,270,749.60               2.83%
7.250% - 7.499%               9           867,740.92               1.94%
7.500% - 7.749%              11         1,029,567.40               2.30%
7.750% - 7.999%               6           586,218.70               1.31%
8.000% - 8.249%               0                    0               0.00%
8.250% - 8.499%               2           198,274.82               0.44%
8.500% - 8.749%               0                    0               0.00%
8.750% - 8.999%               0                    0               0.00%
9.000% - 9.249%               0                    0               0.00%
9.250% - 9.499%               1            40,000.00               0.09%
9.500% - 9.749%               1            91,685.46               0.20%
Greater than 9.749%           1            29,385.61               0.07%

Total                       385       $44,827,164.63                100%
=====                       ===       ==============                ====
</TABLE> 

[LOGO OF MERRILL LYNCH APPEARS HERE]   24
- --------------------------------------------------------------------------------
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>

             MAXIMUM MORTGAGE RATES FOR ARM HOME EQUITY CONTRACTS

<TABLE> 
<CAPTION> 
                                                           % of HE Contract Sub-
                         Number of  Aggregate Principal    Pool by Outstanding
Maximum Rate             Contracts  Balance Outstanding     Principal Balance
- ------------             ---------  -------------------     -----------------
<S>                      <C>        <C>                    <C> 
Less than/Equal 13.999%      41        $4,921,955.04               10.99%
14.000% - 14.249%             4           454,196.20                1.01%
14.250% - 14.499%             3           257,612.25                0.57%
14.500% - 14.749%             7         1,116,804.66                2.49%
14.750% - 14.999%             6           609,073.25                1.36%
15.000% - 15.249%            10         1,382,761.06                3.08%
15.250% - 15.499%            17         2,920,019.98                6.51%
15.500% - 15.749%            23         3,556,384.03                7.93%
15.750% - 15.999%            41         4,505,253.52               10.05%
16.000% - 16.249%            24         2,716,635.39                6.06%
16.250% - 16.499%            29         3,713,835.60                8.28%
16.500% - 16.749%            39         4,642,666.74               10.36%
16.750% - 16.999%            54         5,769,339.49               12.88%
17.000% - 17.249%            13         1,790,457.42                3.99%
17.250% - 17.499%            20         2,146,458.08                4.79%
17.500% - 17.749%            12         1,031,189.79                2.30%
17.750% - 17.999%            17         1,550,237.87                3.46%
18.000% - 18.249%             8           644,498.40                1.44%
18.250% - 18.499%             6           429,187.07                0.96%
18.500% - 18.749%             4           249,121.62                0.56%
18.750% - 18.999%             3           219,692.09                0.49%
19.000% - 19.249%             0                    0                0.00%
19.250% - 19.499%             1            86,304.46                0.19%
19.500% - 19.749%             1            40,000.00                0.09%
19.750% - 19.999%             0                    0                0.00%
Greater than 19.999%          2            73,480.62                0.16%

Total                       385       $44,827,164.63                 100%
=====                       ===       ==============                 ====
</TABLE> 


[LOGO OF MERRILL LYNCH APPEARS HERE]   25
- --------------------------------------------------------------------------------
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>
              MINIMUM MORTGAGE RATES FOR ARM HOME EQUITY CONTRACTS

<TABLE> 
<CAPTION> 

                                                           % of HE Contract Sub-
                         Number of   Aggregate Principal    Pool by Outstanding
Minimum Rate             Contracts   Balance Outstanding     Principal Balance
- ------------             ---------   -------------------   -------------------  
<S>                      <C>         <C>                   <C> 
Less than/Equal 7.249%          2          $181,650.06              0.41%
7.250% - 7.499%                 2           343,533.96              0.77%
7.500% - 7.749%                 2           173,328.81              0.39%
7.750% - 7.999%                 1           192,800.00              0.43%
8.000% - 8.249%                 3           414,196.20              0.92%
8.250% - 8.499%                 4           429,974.07              0.96%
8.500% - 8.749%                 7         1,106,247.18              2.47%
8.750% - 8.999%                18         1,907,299.62              4.25%
9.000% - 9.249%                23         3,093,610.33              6.90%
9.250% - 9.499%                17         2,869,369.73              6.40%
9.500% -  9.749%               31         4,432,740.32              9.89%
9.750% -  9.999%               56         6,135,935.76             13.68%
10.000% - 10.249%              24         2,927,678.02              6.53%
10.250% - 10.499%              34         4,159,213.97              9.28%
10.500% - 10.749%              37         4,560,950.60             10.17%
10.750% - 10.999%              47         5,061,088.06             11.29%
11.000% - 11.249%              15         1,889,575.34              4.22%
11.250% - 11.499%              14         1,371,546.49              3.06%
11.500% - 11.749%              13         1,079,184.46              2.41%
11.750% - 11.999%              15         1,227,537.87              2.74%
12.000% - 12.249%               5           358,288.07              0.80%
12.250% - 12.499%               5           341,187.07              0.76%
12.500% - 12.749%               3           153,151.47              0.34%
12.750% - 12.999%               2           121,292.09              0.27%
13.000% -  13.249%              1            96,000.00              0.21%
13.250% -  13.499%              1            86,304.46              0.19%
13.500% -  13.749%              2            84,095.01              0.19%
Greater than 13.749%            1            29,385.61              0.07%

Total                         385       $44,827,164.63               100%
=====                         ===       ==============               ==== 

</TABLE> 

[LOGO OF MERRILL LYNCH APPEARS HERE]   26
- --------------------------------------------------------------------------------
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>

                         CPR PREPAYMENT SENSITIVITIES
                  FOR HOME IMPROVEMENT CONTRACT CERTIFICATES

<TABLE> 
<CAPTION> 
             12% CPR         13.5% CPR        15% CPR         16.5% CPR        18% CPR
             WAL/Maturity    WAL/Maturity     WAL/Maturity    WAL/Maturity     WAL/Maturity
<S>         <C>              <C>              <C>             <C>              <C> 
To Call
A-1            1.21 03/00       1.10 12/99      1.00 10/99       0.92 08/99         0.85 06/99
A-2            3.59 07/02       3.28 02/02      3.00 10/01       2.77 06/01         2.56 03/01
A-3            7.01 08/07       6.48 10/06      6.02 01/06       5.54 11/04         5.08 12/03
M-1           11.49 12/09       9.81 08/07      8.33 01/06       7.16 11/04         6.25 12/03
M-2           12.25 12/09       9.91 08/07      8.33 01/06       7.16 11/04         6.25 12/03
B-1            6.52 05/07       6.05 08/06      5.60 01/06       5.19 11/04         4.77 12/03
B-2           11.67 12/09       9.81 08/07      8.33 01/06       7.16 11/04         6.25 12/03

To Maturity
A-3            7.01 08/07       6.48 10/06      6.02 03/06       5.60 09/05         5.22 03/05
M-1           11.82 10/11      10.95 12/10     10.17 02/10       9.49 05/09         8.89 08/08
M-2           17.56 08/22      16.59 08/22     15.69 08/22      14.83 08/22        14.02 08/22
B-2           13.79 08/22      12.91 08/22     12.08 08/22      11.37 08/22        10.69 08/22
</TABLE> 

                         CPR PREPAYMENT SENSITIVITIES
                     FOR HOME EQUITY CONTRACT CERTIFICATES

<TABLE> 
<CAPTION> 
ARM             15% CPR        20% CPR         25% CPR          30% CPR          35% CPR
FIXED           75% of Base*   100% of Base*   125% of Base*    150% of Base*    175% of Base*
                WAL/Maturity   WAL/Maturity    WAL/Maturity     WAL/Maturity     WAL/Maturity
<S>             <C>            <C>             <C>              <C>              <C> 
To Call
A-1 ARM          5.09 08/09      3.83 01/07       3.02 03/05       2.45 12/03         2.04 11/02
A-1              0.69 11/98      0.58 09/98       0.50 07/98       0.45 06/98         0.41 05/98
A-2              1.42 05/99      1.16 01/99       1.00 11/98       0.89 09/98         0.81 08/98
A-3              2.91 01/02      2.28 01/01       1.88 06/00       1.62 01/00         1.42 09/99
A-4              4.87 02/03      3.75 11/01       3.00 01/01       2.52 06/00         2.18 02/00
A-5              6.87 06/06      5.07 12/03       4.00 07/02       3.27 08/01         2.76 12/00
A-6              9.95 01/09      7.57 08/06       5.73 11/04       4.46 01/03         3.69 12/01
A-7              6.82 11/08      6.26 06/06       5.73 10/04       5.12 08/03         4.38 09/02
A-8 IO           3.00 09/00      3.00 09/00       3.00 09/00       3.00 09/00         3.00 09/00
M-1             12.23 12/09      9.84 08/07       8.16 01/06       6.87 11/04         5.85 12/03
M-2             12.25 12/09      9.91 08/07       8.33 01/06       7.16 11/04         6.25 12/03
B-1              6.81 03/08      5.25 11/05       4.60 08/04       4.32 03/04         4.15 12/03
B-2             11.98 12/09      9.62 08/27       8.14 01/06       7.13 11/04         6.25 12/03
To Maturity
M-1             13.39 06/12     10.61 12/09       8.58 09/07       7.09 12/05         5.96 09/04
M-2             16.58 09/27     14.53 09/27      12.35 08/27      10.43 07/27         8.86 05/27
B-2             17.97 10/27     14.35 10/27      12.06 10/27      10.52 10/27         9.24 10/27
</TABLE> 
- ----------------------

*    The Fixed Rate Home Equity Home Equity Contracts will be priced using 125%
     Base (125% Prepayment Assumption). 100% Base (100% Prepayment Assumption)
     assumes a conditional prepayment rate of 4% per annum of the then
     outstanding principal balance of the Fixed Rate Home Equity Contracts in
     the first month of the life of the Fixed Rate Home Equity Contracts and an
     additional 1.45% (precisely, 16/11%) per annum in each month thereafter
     until the twelfth month. Beginning in twelfth month and in each month
     thereafter, the conditional prepayment rate is 20%. The Adjustable Rate
     Contracts will be priced using a constant prepayment rate of 25%. The Home
     Improvement Contracts will be priced using a constant prepayment rate of
     15% CPR.

[LOGO OF MERRILL LYNCH APPEARS HERE]    27
- --------------------------------------------------------------------------------
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.

[LOGO OF MERRILL LYNCH APPEARS HERE]   28
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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.





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