<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): December 3, 1997
GREEN TREE FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 01-08916 41-1807858
- ---------------------------- ------------------------ -------------------
(State or other Jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
1100 Landmark Towers, 345 St. Peter Street, Saint Paul, Minnesota 55102-1639
- -------------------------------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (612) 293-3400
--------------
Not Applicable
- -------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 1. Changes in Control of Registrant.
Not applicable.
ITEM 2. Acquisition or Disposition of Assets.
Not applicable
ITEM 3. Bankruptcy or Receivership.
Not applicable
ITEM 4. Changes in Registrant's Certifying Accounting.
Not applicable
ITEM 5. Other Events.
Not applicable.
ITEM 6. Resignations of Registrant's Directors.
Not applicable
ITEM 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Not applicable
(b) Pro forma financial information.
Not applicable
2
<PAGE>
(c) Exhibits.
The following is filed herewith. The exhibit numbers correspond
with Item 601(b) of Regulation S-K.
Exhibit No. Description
----------- -----------
99.1 Term Sheet dated December 1, 1997,
distributed in connection with
$850,000,000 Manufactured Housing Contract
Senior/Subordinate Pass-Through
Certificates, Series 1997-8.
99.2 Term Sheet dated December 2, 1997,
distributed in connection with
$850,000,000 Manufactured Housing Contract
Senior/Subordinate Pass-Through
Certificates, Series 1997-8.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: December 3, 1997 GREEN TREE FINANCIAL CORPORATION
By: /s/ Scott T. Young
_____________________________
Scott T. Young
Vice President and Controller
3
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Page
------ ----
99.1 Term Sheet dated December 1, 1997,
distributed in connection
with $850,000,000 Manufactured Housing
Contract Senior/Subordinate Pass-Through
Certificates, Series 1997-8.
99.2 Term Sheet dated December 2, 1997, distributed
in connection with $850,000,000 Manufactured
Housing Contract Senior/Subordinate Pass-Through
Certificates, Series 1997-8.
4
<PAGE>
EXHIBIT 99.1
TERM SHEET DATED DECEMBER 1, 1997
GREEN TREE FINANCIAL CORPORATION
MANUFACTURED HOUSING CONTRACT SENIOR/SUBORDINATE
PASS-THROUGH CERTIFICATES, SERIES 1997-8
$850,000,000 (APPROXIMATE)
Subject to Revision
SELLER/SERVICER: Green Tree Financial Corporation ("Green Tree").
TRUSTEE: U.S. Bank National Association, St. Paul, Minnesota.
UNDERWRITERS: Merrill Lynch & Co. (Lead), Lehman Brothers Inc. (Co),
Salomon Brothers Inc (Co).
<TABLE>
<CAPTION>
Ratings WAL @ Exp. Final
To Call Amount (S&P/Fitch) 150% MHP Maturity
- -------- ------------ ------------- ---------- ------------
<S> <C> <C> <C> <C>
A-1 $722,500,000 AAA/AAA 7.45 6/16
M-1 $ 63,750,000 AA-/AA 10.91 6/16
B-1 $ 34,000,000 BBB/BBB+ 7.03 7/08
B-2 $ 29,750,000 BBB+/[A]* 15.91 6/16
To Maturity
A-1 $722,500,000 AAA/AAA 7.72 3/24
M-1 $ 63,750,000 AA-/AA 11.36 3/24
B-2 $ 29,750,000 BBB+/[A]* 21.36 3/28
</TABLE>
*Fitch B-2 rating subject to confirmation
CUT-OFF DATE: December 1, 1997 (or the date of origination, if later),
and for each Additional Contract and Subsequent Contract,
the date on which such Contract is purchased by the Trust.
LEGAL FINAL: October 15, 2029.
EXP. PRICING: Week of December 1, 1997.
EXP. SETTLEMENT: December 19, 1997.
INTEREST/PRINCIPAL: The 15th day of each month (or if such 15th day is not a
business day, the next succeeding business day), commencing
on January 15, 1998.
Merrill Lynch
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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>
ERISA: Subject to the conditions set forth in the Prospectus
Supplement, Class A-1 Certificates are ERISA eligible. No
transfer of a Class M-1 Certificate or a Class B
Certificate will be permitted to be made to any employee
benefit plan subject to ERISA or to the Internal Revenue
Code of 1986, as amended, unless an opinion of counsel is
delivered to the Trustee.
SMMEA: Class A-1 and M-1 Certificates will not be SMMEA eligible
until such time as the balance of the Pre-Funding Account
is reduced to zero. At such time, the Class A-1 and the
Class M-1 Certificates will be SMMEA eligible so long as
they are rated in one of the two highest rating categories
by Standard & Poor's and Fitch. Class B Certificates are
not SMMEA eligible.
TAX STATUS: For federal income tax purposes, the Trust will be treated
as a real estate mortgage investment conduit ("REMIC").
The Class A-1 Certificates, the Class M-1 Certificates and
the Class B Certificates will constitute "regular
interests" in the REMIC and generally will be treated as
debt instruments of the Trust for federal income tax
purposes with payment terms equivalent to the terms of
such Certificates. The Class C Certificates will
constitute "residual interests" in the REMIC.
OPTIONAL
REDEMPTION: Less than 10% of the original pool balance outstanding.
CREDIT
ENHANCEMENT:
Class A-1: 15.0% subordination (Class M-1, B-1, and
B-2) & Residual (Class C)
Class M-1: 7.5% subordination (Class B-1 and B-2) &
Residual (Class C)
Class B-1: 3.5% subordination (Class B-2) & Residual
(Class C)
Class B-2: Limited Guarantee plus Residual (Class C)
THE CONTRACT POOL: On the Closing Date, the Trust expects to purchase (i)
manufactured housing contracts having an aggregate
principal balance of approximately $518,171,644 as of the
Cut-off Date (the "Initial Contracts")and (ii) additional
manufactured housing contracts (the "Additional
Contracts"). In addition, an amount will be deposited into
an account on the Closing Date (the "Pre-Funding Account")
to purchase additional
Merrill Lynch 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>
Contracts prior to March 1, 1998 (the "Subsequent
Contracts") for inclusion in the Contract Pool. The
Subsequent Contracts will represent no more than 25% of
the aggregate Contract Pool.
DISTRIBUTIONS: Certificateholders will be entitled to receive on each
Remittance Date commencing in January 1998, to the extent
that the Amount Available in the Certificate Account
(together with, in the case of the Class B-2 Certificates,
the Guarantee Payment, as described below) is sufficient
therefor, distributions allocable to interest and principal,
as described herein. The Amount Available on each
Remittance Date generally includes (i) payments on the
Contracts due and received during the preceding month, (ii)
prepayments and other unscheduled collections received
during the preceding month, and (iii) all collections of
principal on the Contracts received during the current month
up to and including the third business day prior to such
Remittance Date (but in no event later than the 10th day of
the month in which the Remittance Date occurs), minus (iv)
with respect to all Remittance Dates other than the
Remittance Date in January 1998, all collections in respect
of principal on the Contracts received during the preceding
month up to and including the third business day prior to
the preceding Remittance Date (but in no event later than
the 10th day of the prior month).
The Amount Available in the Certificate Account with respect
to any Distribution Date will be applied first to the
distribution of interest on the Certificates, and then to
the distribution of principal on the Certificates, in the
manner and order of priority described below.
INTEREST ON THE
CLASS A-1, CLASS
M-1 AND CLASS B-1
CERTIFICATES: Interest will be distributable first to the Class A-1
Certificates, then to the Class M-1 Certificates and then to
the Class B-1 Certificates. Interest on the outstanding
Class A-1 Principal Balance, Class M-1 Adjusted Principal
Balance, and Class B-1 Adjusted Principal Balance, as
applicable, will accrue from December 19, 1997, or from the
most recent Remittance Date on which interest has been paid
to but excluding the following Remittance Date.
Merrill Lynch 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>
The "Class M-1 Adjusted Principal Balance" as of any
Remittance Date is the Class M-1 Principal Balance less any
Class M-1 Liquidation Loss Amount.
The "Class B-1 Adjusted Principal Balance" as of any
Remittance Date is the Class B-1 Principal Balance less any
Class B-1 Liquidation Loss Amount.
In the event that, on a particular Remittance Date, the
Amount Available in the Certificate Account, after payment
of interest on each Class of Certificates that is senior
to such Class of Certificates, is not sufficient to make a
full distribution of interest to the holders of such Class
of Certificates, the amount of interest to be distributed
in respect of such Class will be allocated among the
outstanding Certificates of such Class pro rata in
accordance with their respective entitlements to interest,
and the amount of the shortfall will be carried forward
and added to the amount such holders will be entitled to
receive on the next Remittance Date.
PRINCIPAL ON THE
CLASS A-1, CLASS M-1
AND CLASS B-1
CERTIFICATES: The Class A-1 Percentage for any Remittance Date will
equal a fraction, expressed as a percentage, the numerator
of which is the Class A-1 Principal Balance as of such
Remittance Date, and the denominator of which is the sum
of: (i) the Class A-1 Principal Balance and (ii) if the
Class M-1 Distribution Test is satisfied on such
Remittance Date, the Class M-1 Principal Balance,
otherwise zero, and (iii) if the Class B Distribution Test
is satisfied on such Remittance Date, the Class B
Principal Balance, otherwise zero, all as of such
Remittance Date.
The Class M-1 Certificateholders will be entitled to receive
principal on each Remittance Date on which (i) the Class A-1
Principal Balance has been reduced to zero or (ii) the Class
M-1 Distribution Test is satisfied.
The Class M-1 Percentage for any Remittance Date will equal
(a) zero, if the Class A-1 Principal Balance has not yet
been reduced to zero and the Class M-1 Distribution Test is
not satisfied or (b) a fraction, expressed as a percentage,
the numerator of which is the Class M-1 Principal Balance as
of such Remittance Date, and the
Merrill Lynch 4
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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>
denominator of which is the sum of: (i) the Class A-1
Principal Balance, if any, (ii) the Class M-1 Principal
Balance and (iii) if the Class B Distribution Test is
satisfied on such Remittance Date, the Class B Principal
Balance, otherwise zero, all as of such Remittance Date.
The Class M-1 Distribution Test will be satisfied if each of
the following tests is satisfied: (i) the Remittance Date
occurs in or after January 2002; (ii) the Average Sixty-Day
Delinquency Ratio Test (as defined in the Agreement) as of
such Remittance Date must not exceed 3.5%; (iii) the Average
Thirty-Day Delinquency Ratio Test (as defined in the
Agreement) as of such Remittance Date must not exceed 5.5%;
(iv) Cumulative Realized Losses (as defined in the
Agreement) as of such Remittance Date must not exceed a
certain specified percentage of the Cut-off Date Pool
Principal Balance, depending on the year in which such
Remittance Date occurs; (v) the Current Realized Loss Ratio
(as defined in the Agreement) as of such Remittance Date
must not exceed 2.25%; (vi) the sum of the Class M-1
Principal Balance and the Class B Principal Balance divided
by the Pool Scheduled Principal Balance as of the
immediately preceding Remittance Date must be equal to or
greater than 22.5%.
The Class B-1 Certificateholders will be entitled to receive
principal on each Remittance Date on which (i) the Class A-1
Principal Balance and the Class M-1 Principal Balance have
been reduced to zero or (ii) the Class B Distribution Test
is satisfied.
The Class B Percentage for any Remittance Date will equal
(a) zero, if the Class A-1 Principal Balance and the Class
M-1 Principal Balance have not yet been reduced to zero
and the Class M-1 Distribution Test and the Class B
Distribution Test are not satisfied or (b) a fraction,
expressed as a percentage, the numerator of which is the
Class B Principal Balance as of such Remittance Date, and
the denominator of which is the sum of: (i) the Class A-1
Principal Balance, if any, (ii) the Class M-1 Principal
Balance, if any, and (iii) the Class B Principal Balance,
all as of such Remittance Date.
The Class B Distribution Test will be satisfied if each of
the following tests is satisfied: (i) the
Merrill Lynch 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>
Remittance Date occurs in or after January 2002; (ii) the
Average Sixty-Day Delinquency Ratio Test (as defined in the
Agreement) as of such Remittance Date must not exceed 3.5%;
(iii) the Average Thirty-Day Delinquency Ratio Test (as
defined in the Agreement) as of such Remittance Date must
not exceed 5.5%; (iv) the Cumulative Realized Losses (as
defined in the Agreement) as of such Remittance Date must
not exceed a certain specified percentage of the Cut-off
Date Pool Principal Balance, depending on the year in which
such Remittance Date occurs; (v) the Current Realized Loss
Ratio (as defined in the Agreement) as of such Remittance
Date must not exceed 2.25%; (vi) the Class B Principal
Balance divided by the Pool Scheduled Principal Balance as
of the immediately preceding Remittance Date must be equal
to or greater than 11.25%; and (vii) the Class B Principal
Balance must not be less than 2% of the total pool
($17,000,000).
CLASS B-2
INTEREST: Interest on the outstanding Class B-2 Principal Balance
will accrue from December 19, 1997, or from the most
recent Remittance Date on which interest has been paid to
but excluding the following Remittance Date.
To the extent of (i) the remaining Amount Available, if any,
for a Remittance Date after payment of all interest and
principal then payable on the Class A-1, Class M-1, and
Class B-1 Certificates, and (ii) the Guarantee Payment, if
any, for such date, interest will be paid to the Class B-2
Certificateholders on such Remittance Date at the Class B-2
Remittance Rate on the then outstanding Class B-2 Principal
Balance. The Class B-2 Principal Balance is the Original
Class B-2 Principal Balance less all amounts previously
distributed to the Class B-2 Certificateholders (including
any Guarantee Payments) on account of principal.
In the event that, on a particular Remittance Date, the
remaining Amount Available in the Certificate Account plus
any amounts actually paid under the Limited Guarantee are
not sufficient to make a full distribution of interest to
the Class B-2 Certificateholders, the amount of the
deficiency will be carried forward as an amount that the
Class B-2 Certificateholders are entitled to receive on the
next Remittance Date. Any amount so carried
Merrill Lynch 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>
forward will, to the extent legally permissible, bear
interest at the Class B-2 Remittance Rate.
CLASS B-2
PRINCIPAL: Except for payments of the Class B-2 Liquidation Loss
Amount under the Limited Guarantee, the Class B-2
Certificateholders will be entitled to receive principal
on each Remittance Date on which (i) the Class B-1
Principal Balance has been reduced to zero (the "Class B-1
Cross-over Date") and (ii) the Class B Distribution Test
is satisfied; provided, however, that if the Class A-1
Principal Balance, the Class M-1 Principal Balance and the
Class B-1 Principal Balance have been reduced to zero, the
Class B-2 Certificateholders will nevertheless be entitled
to receive principal. See "Description of the Certificates--
Class B-2 Principal."
The Class B Percentage for any Remittance Date will equal
(a) zero, if the Class A-1 Principal Balance and the Class
M-1 Principal Balance have not yet been reduced to zero
and the Class B Distribution Test is not satisfied or (b)
a fraction, expressed as a percentage, the numerator of
which is the Class B Principal Balance as of such
Remittance Date, and the denominator of which is the sum
of: (i) the Class A-1 Principal Balance, if any, (ii) the
Class M-1 Principal Balance, if any, and (iii) the Class B
Principal Balance, all as of such Remittance Date.
On each Remittance Date on which the Class B-2
Certificateholders are entitled to receive principal, the
Class B Percentage of the Formula Principal Distribution
Amount will be distributed, to the extent of the remaining
Amount Available after payment of interest on the Class B-2
Certificates, to the extent of the remaining Amount
Available after payment of interest on the Class B-2
Certificates, to the Class B-2 Certificateholders until the
Class B-2 Principal Balance has been reduced to zero. The
Company will be obligated under the Limited Guarantee to pay
the amount, if any, by which the Class B Percentage of the
Formula Principal Distribution Amount for such Remittance
Date exceeds the remaining Amount Available after payment of
interest on the Class B-2 Certificates.
LOSSES ON LIQUIDATED
CONTRACTS: The distribution of principal to the Class A-1, the Class
M-1, and the Class B-1 Certificateholders is intended to
include the Class A-1 Percentage, the
Merrill Lynch 7
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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 M-1 Percentage and the Class B Percentage,
respectively, of the Scheduled Principal Balance of each
Contract that became a Liquidated Contract during the
month preceding the month of such distribution. If the Net
Liquidation Proceeds from such Liquidated Contract are
less than the Scheduled Principal Balance of such
Liquidated Contract, the deficiency will, in effect, be
absorbed by the Class C Certificateholders, then the
Guarantee Fee, if any, otherwise payable to the Company,
then the Monthly Servicing Fee (so long as Green Tree is
the Servicer), then the Class B-2 Certificateholders, then
the Class B-1 Certificateholders and then the Class M-1
Certificateholders, since a portion of the Amount
Available equal to such deficiency and otherwise
distributable to them will be paid to the Class A-1
Certificateholders.
CONTRACT CHARACTERISTICS
------------------------
The information presented below relates to the Initial Contracts, which will
represent approximately 61% of the Contract Pool. Although the characteristics
of the final pool of Contracts will differ from the characteristics of the
Initial Contracts shown below, Green Tree does not expect that the
characteristics of the Additional Contracts and Subsequent Contracts sold to the
Trust will vary materially from the information concerning the Initial Contracts
herein.
THE INITIAL CONTRACT POOL
Number of MHCs in pool: 11,654
Wgt. Avg. Contract Rate: 9.27%
Range of Rates: 4.75% - 16.75%
Wgt. Avg. Orig. Maturity: 318.3
Wgt. Avg. Rem. Maturity: 318.2
Avg. Rem Princ. Balance: $44,463.00
Wgt. Avg. LTV: 85.87%
New/Used: 85%/15%
Park/Private: 21%/79%
Single/Double: 24%/76%
Land/Home: 52.23%
Land in Lieu: 0.49%
Step Rate: 5.02%
Conventional: 94.98%
Merrill Lynch 8
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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>
GEOGRAPHIC DISTRIBUTION OF INITIAL CONTRACT OBLIGORS
<TABLE>
<CAPTION>
NUMBER OF
CONTRACTS AGGREGATE PRINCIPAL % OF INITIAL
AS OF BALANCE OUTSTANDING CUTOFF DATE POOL
STATE CUTOFF DATE AS OF CUTOFF DATE PRINCIPAL BALANCE
- ----- ----------- ------------------- -----------------
<S> <C> <C> <C>
AL 580 $18,997,914 3.67%
AR 216 6,615,253 1.28
AZ 223 10,663,186 2.06
CA 217 9,879,770 1.91
CO 325 20,386,558 3.93
CT 4 112,277 0.02
DE 46 2,523,831 0.49
FL 729 35,471,392 6.85
GA 558 21,926,065 4.23
IA 130 4,804,441 0.93
ID 64 4,055,457 0.78
IL 182 7,165,962 1.38
IN 340 16,827,811 3.25
KS 127 4,935,534 0.95
KY 367 14,545,405 2.81
LA 231 7,682,910 1.48
MA 9 427,220 0.08
MD 48 1,693,651 0.33
ME 128 7,229,623 1.40
MI 851 46,764,567 9.01
MN 194 6,965,483 1.34
MO 301 10,116,894 1.95
MS 205 6,359,145 1.23
MT 96 4,494,369 0.87
NC 1,255 55,099,815 10.62
ND 57 2,052,260 0.40
NE 65 3,202,210 0.62
NH 86 3,534,776 0.68
NJ 2 164,236 0.03
NM 273 13,766,374 2.66
NV 108 6,675,978 1.29
NY 201 9,151,300 1.77
OH 386 20,143,364 3.89
OK 203 7,106,474 1.37
OR 143 10,823,997 2.09
PA 223 10,890,260 2.10
SC 428 18,793,610 3.63
SD 88 3,203,025 0.62
TN 350 12,378,861 2.39
TX 726 26,965,100 5.20
UT 67 4,151,349 0.80
VA 195 7,196,430 1.39
VT 47 2,399,122 0.46
WA 161 10,597,583 2.05
WI 204 9,129,140 1.76
WV 130 4,890,304 0.94
WY 85 5,211,358 1.01
------ ------------ ------
Total 11,654 $518,171,644 100.00%
====== ============ ======
</TABLE>
Merrill Lynch 9
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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>
YEAR OF ORIGINATION OF INITIAL CONTRACTS
<TABLE>
<CAPTION>
NUMBER OF AGGREGATE
CONTRACTS PRINCIPAL BALANCE % OF INITIAL
YEAR OF AS OF OUTSTANDING AS OF CUTOFF DATE POOL
ORIGINATION (1) CUTOFF DATE CUTOFF DATE PRINCIPAL BALANCE
- --------------- ------------- ----------------- -----------------
<S> <C> <C> <C>
1983 2 $ 24,149 *
1985 3 21,746 *
1986 1 11,770 *
1987 1 5,463 *
1988 7 105,857 0.02%
1989 11 184,967 0.04
1990 7 155,196 0.03
1991 9 220,381 0.04
1992 16 327,916 0.06
1993 9 195,553 0.04
1994 48 1,339,602 0.26
1995 43 1,308,247 0.25
1996 74 3,272,158 0.63
1997 11,423 510,998,639 98.63
------ ------------ ------
Total 11,654 $518,171,644 100.00%
====== ============ ======
</TABLE>
* Indicates an amount greater than zero but less than 0.005% of the aggregate
principal balance.
(1) The Contracts shown in the above table with earlier years of origination
primarily represent Contracts originated by the Company and subsequently
refinanced through the Company. The Company retains the first origination
dates on its records with respect to such refinanced Contracts.
DISTRIBUTION OF ORIGINAL INITIAL CONTRACTS AMOUNTS
<TABLE>
<CAPTION>
NUMBER OF AGGREGATE
CONTRACTS PRINCIPAL BALANCE % OF INITIAL
ORIGINAL AS OF OUTSTANDING AS OF CUTOFF DATE POOL
CONTRACT AMOUNT CUTOFF DATE CUTOFF DATE PRINCIPAL BALANCE
- --------------- ------------ ----------------- -----------------
<S> <C> <C> <C>
Less than $10,000 504 $ 3,894,901 0.75%
$10,000 - $19,999 1,676 25,327,118 4.89
$20,000 - $29,999 2,163 54,306,392 10.48
$30,000 - $39,999 1,821 62,977,756 12.15
$40,000 - $49,999 1,263 56,724,921 10.95
$50,000 - $59,999 1,193 65,285,594 12.60
$60,000 - $69,999 944 61,104,964 11.79
$70,000 - $79,999 733 54,862,233 10.59
$80,000 - $89,999 528 44,781,362 8.64
$90,000 - $99,999 398 37,831,656 7.30
$100,000 - $109,999 188 19,647,458 3.79
$110,000 - $199,999 102 11,733,040 2.26
$120,000 - $129,999 59 7,340,699 1.42
$130,000 - $139,999 36 4,840,653 0.93
$140,000 - $149,999 20 2,888,733 0.56
$150,000 - $159,999 8 1,232,242 0.24
$160,000 - $169,999 8 1,332,375 0.26
$170,000 - $179,999 2 349,869 0.07
$180,000 - $189,999 3 546,703 0.11
$190,000 - $199,999 0 0 0.00
$200,000 - $249,999 4 901,325 0.17
$250,000 - $299,999 1 261,650 0.05
------ ------------ ------
Total 11,654 $518,171,644 100.00%
====== ============ ======
</TABLE>
Merrill Lynch 10
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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>
DISTRIBUTION OF ORIGINAL LOAN-TO-VALUE RATIOS OF INITIAL CONTRACTS
<TABLE>
<CAPTION>
NUMBER OF AGGREGATE % OF INITIAL
CONTRACTS PRINCIPAL BALANCE CUTOFF DATE
LOAN-TO-VALUE AS OF OUTSTANDING AS OF POOL PRINCIPAL
RATIO CUTOFF DATE CUTOFF DATE BALANCE
- ---------------- ------------ ------------------- ----------------
<S> <C> <C> <C>
Less than 61.00% 557 $ 20,012,674 3.86%
61.01% - 65.00% 201 9,023,505 1.74
66.01% - 70.00% 279 13,453,773 2.60
71.01% - 75.00% 408 21,397,713 4.13
76.01% - 80.00% 1,027 45,575,336 8.80
81.01% - 85.00% 1,462 71,093,253 13.72
86.01% - 90.00% 3,860 177,808,122 34.31
91.01% - 95.00% 3,530 148,145,016 28.59
Over 95.01% 330 11,662,252 2.25
------ ------------ ------
Total 11,654 $518,171,644 100.00%
====== ============ ======
</TABLE>
INITIAL CONTRACT RATES
<TABLE>
<CAPTION>
NUMBER OF AGGREGATE % OF INITIAL
CONTRACTS PRINCIPAL BALANCE CUTOFF DATE
AS OF OUTSTANDING AS OF POOL PRINCIPAL
CONTRACT RATE CUTOFF DATE CUTOFF DATE BALANCE
- ---------------- ------------ ------------------- ----------------
<S> <C> <C> <C>
Less than 5.00% 3 $ 207,252 0.04%
5.01% - 6.00% 28 1,751,213 0.34
6.01% - 7.00% 733 56,463,520 10.90
7.01% - 8.00% 1,184 84,594,221 16.33
8.01% - 9.00% 2,044 119,304,878 23.02
9.01% - 10.00% 1,957 94,480,276 18.23
10.01% - 11.00% 1,934 75,010,812 14.48
11.01% - 12.00% 1,789 50,945,421 9.83
12.01% - 13.00% 1,024 20,708,423 4.00
13.01% - 14.00% 766 12,761,493 2.46
14.01% - 15.00% 41 571,801 0.11
15.01% - 16.00% 129 1,155,975 0.22
16.01% - 17.00% 22 216,358 0.04
------ ------------ ------
Total 11,654 $518,171,644 100.00%
====== ============ ======
</TABLE>
REMAINING MONTHS TO MATURITY OF INITIAL CONTRACTS
<TABLE>
<CAPTION>
NUMBER OF AGGREGATE % OF INITIAL
CONTRACTS PRINCIPAL BALANCE CUTOFF DATE
REMAINING MOS. AS OF OUTSTANDING AS OF POOL PRINCIPAL
TO MATURITY CUTOFF DATE CUTOFF DATE BALANCE
- ---------------- ------------ ------------------- ----------------
<S> <C> <C> <C>
Fewer than 31 8 $ 72,622 0.01%
31 - 60 224 1,910,837 0.37
61 - 90 523 7,170,446 1.38
91 - 120 654 10,190,080 1.97
121 - 150 248 4,971,625 0.96
151 - 180 1,494 35,392,103 6.83
181 - 210 57 1,969,316 0.38
211 - 240 1,695 55,990,909 10.81
241 - 270 9 386,058 0.07
271 - 300 852 31,399,877 6.06
301 - 330 6 275,744 0.05
331 - 360 5,884 368,442,027 71.11
------ ------------ ------
Total 11,654 $518,171,644 100.00%
====== ============ ======
</TABLE>
Merrill Lynch 11
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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>
MHP PREPAYMENT SENSITIVITIES(1)
<TABLE>
<CAPTION>
75% MHP 100% MHP 125% MHP 150% MHP
---------------- ---------------- ---------------- ----------------
WAL/Maturity WAL/Maturity WAL/Maturity WAL/Maturity
<S> <C> <C> <C> <C>
To Call
A-1 10.98 7/22 9.57 7/20 8.40 5/18 7.45 6/16
M-1 15.88 7/22 13.92 7/20 12.26 5/18 10.91 6/16
B-1 11.07 12/13 9.33 9/11 8.01 12/09 7.03 7/08
B-2 21.89 7/22 19.75 7/20 17.67 5/18 15.91 6/16
To Maturity
A-1 11.16 12/26 9.79 5/26 8.66 6/25 7.72 3/24
M-1 16.18 12/26 14.29 5/26 12.68 6/25 11.36 3/24
B-2 24.72 3/28 23.54 3/28 22.42 3/28 21.36 3/28
</TABLE>
<TABLE>
<CAPTION>
175% MHP 250% MHP 300% MHP 350% MHP
---------------- ---------------- ---------------- ----------------
WAL/Maturity WAL/Maturity WAL/Maturity WAL/Maturity
<S> <C> <C> <C> <C>
To Call
A-1 6.63 9/14 4.87 10/10 4.09 11/08 3.50 6/07
M-1 10.01 9/14 8.34 10/10 7.56 11/08 6.96 6/07
B-1 6.53 8/07 5.84 2/06 5.55 6/05 5.33 12/04
B-2 14.44 9/14 11.37 10/10 9.91 11/08 8.83 6/07
To Maturity
A-1 6.90 10/22 5.09 2/18 4.28 7/15 3.66 5/13
M-1 6.53 10/22 8.83 2/18 8.08 7/15 7.49 5/13
B-2 20.32 3/28 17.41 3/28 15.56 3/28 13.96 3/28
</TABLE>
(1) The following are the assumed characteristics of Subsequent Contracts as of
the Cut-off Date:
<TABLE>
<CAPTION>
AGGREGATE WGT. AVG. WGT. AVG.
REMAINING PRINCIPAL ORIGINAL REMAINING WGT. AVG.
MONTHS TO BALANCE TERM TERM CONTRACT
MATURITY OUTSTANDING (MONTHS) (MONTHS) RATE
- --------- --------------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
1-120 $ 12,387,560.95 98 98 12.55%
121-180 $ 25,848,248.51 175 175 11.99
181-240 $ 37,116,747.58 238 238 11.16
241-300 $ 20,355,175.09 299 299 11.09
301-360 $236,120,624.00 360 360 9.45
--------------- --- --- -----
TOTAL $331,828,356.13 318 318 10.06%
=============== === === =====
</TABLE>
Merrill Lynch 12
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Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
The attached tables and other statistical analyses (the "Term Sheet") are
privileged and confidential and are intended for use by the addressee only.
This Term Sheet is furnished to you solely by Merrill Lynch, Pierce, Fenner &
Smith Incorporated ("Merrill Lynch") and not by the issuer of the securities or
any of its affiliates. The issuer of these securities has not prepared or taken
part in the preparation of these materials. Neither Merrill Lynch, the issuer
of the securities nor any of its affiliates makes any representation as to the
accuracy or completeness of the information herein. The information herein is
preliminary, and will be subsequently filed with the Securities and Exchange
Commission. They may not be provided to any third party other than the
addressee's legal, tax, financial and/or accounting advisors for the purposes of
evaluating said material.
Numerous assumptions were used in preparing the Term Sheet which may or may
not be stated therein. As such, no assurance can be given as to the accuracy,
appropriateness or completeness of the Term Sheet in any particular context; or
as to whether the Term Sheet and/or the assumptions upon which it is based
reflect present market conditions or future market performance. This Term Sheet
should not be construed as either projections or predictions or as legal, tax,
financial or accounting advice.
Any yields or weighted average lives shown in the Term Sheet are based on
prepayment assumptions and actual prepayment experience may dramatically affect
such yields or weighted average lives. In addition, it is possible that
prepayments on the underlying assets will occur at rates slower or faster than
the rates assumed in the attached Term Sheet. Furthermore, unless otherwise
provided, the Term Sheet assumes no losses on the underlying assets and no
interest shortfall. The specific characteristics of the securities may differ
from those shown in the Term Sheet due to differences between the actual
underlying assets and the hypothetical assets used in preparing the Term Sheet.
The principal amount and designation of any security described in the Term Sheet
are subject to change prior to issuance.
Although a registration statement (including the prospectus) relating to
the securities discussed in this communication has been filed with the
Securities and Exchange Commission and is effective, the final prospectus
supplement relating to the securities discussed in this communication has not
been filed with the Securities and Exchange Commission. This communication
shall not constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of the securities discussed in this communication in any
state in which such offer, solicitations or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
Prospective purchasers are referred to the final prospectus and prospectus
supplement relating to the securities discussed in this communication for final
information on any matter discussed in this communication. All information in
this Term Sheet will be superseded by the information in the final prospectus
and prospectus supplement. A final prospectus and prospectus supplement may be
obtained by contacting the Merrill Lynch Trading Desk at (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.
Merrill Lynch 13
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<PAGE>
Exhibit 99.2
TERM SHEET DATED DECEMBER 2, 1997
Green Tree Financial Corporation
MANUFACTURED HOUSING CONTRACT SENIOR/SUBORDINATE
PASS-THROUGH CERTIFICATES, SERIES 1997-8
$850,000,000 (APPROXIMATE)
Subject to Revision
[THIS AMENDED TERM SHEET SUPERSEDES THE TERM SHEET PREVIOUSLY DISTRIBUTED ON
DECEMBER 1, 1997.]
SELLER/SERVICER: Green Tree Financial Corporation ("Green Tree").
TRUSTEE: U.S. Bank National Association, St. Paul, Minnesota.
UNDERWRITERS: Merrill Lynch & Co. (Lead), Lehman Brothers Inc. (Co),
Salomon Brothers Inc (Co).
Ratings WAL @ Exp. Final
To Call Amount (S&P/Fitch) 150% MHP Maturity
- ------- ------------ ------------ -------- -----------
A-1 $722,500,000 AAA/AAA 7.45 6/16
M-1 $ 63,750,000 AA-/AA- 10.91 6/16
B-1 $ 34,000,000 BBB+/BBB+ 7.03 7/08
B-2 $ 29,750,000 BBB+/[A]* 15.91 6/16
To Maturity
A-1 $722,500,000 AAA/AAA 7.72 3/24
M-1 $ 63,750,000 AA-/AA- 11.36 3/24
B-2 $ 29,750,000 BBB+/[A]* 21.36 3/28
*Fitch B-2 rating subject to confirmation
CUT-OFF DATE: December 1, 1997 (or the date of origination, if
later) for each contract other than the
Subsequent Contracts, and for each Subsequent
Contract, the date on which such Contract is
purchased by the Trust.
LEGAL FINAL: October 15, 2029.
EXP. PRICING: Week of December 1, 1997.
EXP. SETTLEMENT: December 19, 1997.
Merrill Lynch
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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>
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 January 15, 1998.
ERISA: Subject to the conditions set forth in the Prospectus
Supplement, Class A-1 Certificates are ERISA eligible. No
transfer of a Class M-1 Certificate or a Class B
Certificate will be permitted to be made to any employee
benefit plan subject to ERISA or to the Internal Revenue
Code of 1986, as amended, unless an opinion of counsel is
delivered to the Trustee.
SMMEA: Class A-1 and M-1 Certificates will not be SMMEA eligible
until such time as the balance of the Pre-Funding Account
is reduced to zero. At such time, the Class A-1 and the
Class M-1 Certificates will be SMMEA eligible so long as
they are rated in one of the two highest rating categories
by Standard & Poor's and Fitch. Class B Certificates are
not SMMEA eligible.
TAX STATUS: For federal income tax purposes, the Trust will be treated
as a real estate mortgage investment conduit ("REMIC").
The Class A-1 Certificates, the Class M-1 Certificates and
the Class B Certificates will constitute "regular
interests" in the REMIC and generally will be treated as
debt instruments of the Trust for federal income tax
purposes with payment terms equivalent to the terms of
such Certificates. The Class C Certificates will
constitute "residual interests" in the REMIC.
OPTIONAL
REDEMPTION: Less than 10% of the original pool balance outstanding.
CREDIT
ENHANCEMENT:
Class A-1: 15.0% subordination (Class M-1, B-1, and
B-2) & Residual (Class C)
Class M-1: 7.5% subordination (Class B-1 and B-2) &
Residual (Class C)
Class B-1: 3.5% subordination (Class B-2) & Residual
(Class C)
Class B-2: Limited Guarantee plus Residual (Class C)
THE CONTRACT POOL: On the Closing Date, the Trust expects to purchase (i)
manufactured housing contracts having an aggregate
principal balance of approximately $518,171,644 as of the
Cut-off Date (the "Initial Contracts")and (ii) additional
manufactured housing
Merrill Lynch 2
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statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
contracts (the "Additional Contracts"). An amount will be
deposited into an account (the "Pre-Funding Account") on
the Closing Date to purchase additional Contracts prior to
90 days from the Closing Date (the "Subsequent Contracts")
for inclusion in the Contract Pool. The Subsequent
Contracts will represent no more than 25% of the aggregate
Contract Pool.
DISTRIBUTIONS: Certificateholders will be entitled to receive on each
Remittance Date commencing in January 1998, to the extent
that the Amount Available in the Certificate Account
(together with, in the case of the Class B-2 Certificates,
the Guarantee Payment, as described below) is sufficient
therefor, distributions allocable to interest and principal,
as described herein. The Amount Available on each
Remittance Date generally includes (i) payments on the
Contracts due and received during the preceding month, (ii)
prepayments and other unscheduled collections received
during the preceding month, and (iii) all collections of
principal on the Contracts received during the current month
up to and including the third business day prior to such
Remittance Date (but in no event later than the 10th day of
the month in which the Remittance Date occurs), minus (iv)
with respect to all Remittance Dates other than the
Remittance Date in January 1998, all collections in respect
of principal on the Contracts received during the preceding
month up to and including the third business day prior to
the preceding Remittance Date (but in no event later than
the 10th day of the prior month).
The Amount Available in the Certificate Account with respect
to any Distribution Date will be applied first to the
distribution of interest on the Certificates, and then to
the distribution of principal on the Certificates, in the
manner and order of priority described below.
INTEREST ON THE
CLASS A-1, CLASS M-1
AND CLASS B-1
CERTIFICATES: Interest will be distributable first to the Class A-1
Certificates, then to the Class M-1 Certificates and then to
the Class B-1 Certificates. Interest on the outstanding
Class A-1 Principal Balance, Class M-1 Adjusted Principal
Balance, and Class B-1 Adjusted Principal Balance, as
applicable, will accrue from December 19, 1997, or from the
most recent Remittance Date on which
Merrill Lynch 3
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statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
interest has been paid to but excluding the following
Remittance Date.
The "Class M-1 Adjusted Principal Balance" as of any
Remittance Date is the Class M-1 Principal Balance less any
Class M-1 Liquidation Loss Amount.
The "Class B-1 Adjusted Principal Balance" as of any
Remittance Date is the Class B-1 Principal Balance less any
Class B-1 Liquidation Loss Amount.
In the event that, on a particular Remittance Date, the
Amount Available in the Certificate Account, after payment
of interest on each Class of Certificates that is senior
to such Class of Certificates, is not sufficient to make a
full distribution of interest to the holders of such Class
of Certificates, the amount of interest to be distributed
in respect of such Class will be allocated among the
outstanding Certificates of such Class pro rata in
accordance with their respective entitlements to interest,
and the amount of the shortfall will be carried forward
and added to the amount such holders will be entitled to
receive on the next Remittance Date.
PRINCIPAL ON THE
CLASS A-1, CLASS M-1
AND CLASS B-1
CERTIFICATES : The Class A-1 Percentage for any Remittance Date will
equal a fraction, expressed as a percentage, the numerator
of which is the Class A-1 Principal Balance as of such
Remittance Date, and the denominator of which is the sum
of: (i) the Class A-1 Principal Balance and (ii) if the
Class M-1 Distribution Test is satisfied on such
Remittance Date, the Class M-1 Principal Balance,
otherwise zero, and (iii) if the Class B Distribution Test
is satisfied on such Remittance Date, the Class B
Principal Balance, otherwise zero, all as of such
Remittance Date.
The Class M-1 Certificateholders will be entitled to receive
principal on each Remittance Date on which (i) the Class A-1
Principal Balance has been reduced to zero or (ii) the Class
M-1 Distribution Test is satisfied.
The Class M-1 Percentage for any Remittance Date will equal
(a) zero, if the Class A-1 Principal Balance has not yet
been reduced to zero and the Class M-1 Distribution Test is
not satisfied or (b)
Merrill Lynch 4
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Recipients must read the information contained in the attached statement. Do not
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statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
a fraction, expressed as a percentage, the numerator of
which is the Class M-1 Principal Balance as of such
Remittance Date, and the denominator of which is the sum of:
(i) the Class A-1 Principal Balance, if any, (ii) the Class
M-1 Principal Balance and (iii) if the Class B Distribution
Test is satisfied on such Remittance Date, the Class B
Principal Balance, otherwise zero, all as of such Remittance
Date.
The Class M-1 Distribution Test will be satisfied if each of
the following tests is satisfied: (i) the Remittance Date
occurs in or after January 2002; (ii) the Average Sixty-Day
Delinquency Ratio Test (as defined in the Agreement) as of
such Remittance Date must not exceed 3.5%; (iii) the Average
Thirty-Day Delinquency Ratio Test (as defined in the
Agreement) as of such Remittance Date must not exceed 5.5%;
(iv) Cumulative Realized Losses (as defined in the
Agreement) as of such Remittance Date must not exceed a
certain specified percentage of the Cut-off Date Pool
Principal Balance, depending on the year in which such
Remittance Date occurs; (v) the Current Realized Loss Ratio
(as defined in the Agreement) as of such Remittance Date
must not exceed 2.25%; (vi) the sum of the Class M-1
Principal Balance and the Class B Principal Balance divided
by the Pool Scheduled Principal Balance as of the
immediately preceding Remittance Date must be equal to or
greater than 22.5%.
The Class B-1 Certificateholders will be entitled to receive
principal on each Remittance Date on which (i) the Class A-1
Principal Balance and the Class M-1 Principal Balance have
been reduced to zero or (ii) the Class B Distribution Test
is satisfied.
The Class B Percentage for any Remittance Date will equal
(a) zero, if the Class A-1 Principal Balance and the Class
M-1 Principal Balance have not yet been reduced to zero
and the Class M-1 Distribution Test and the Class B
Distribution Test are not satisfied or (b) a fraction,
expressed as a percentage, the numerator of which is the
Class B Principal Balance as of such Remittance Date, and
the denominator of which is the sum of: (i) the Class A-1
Principal Balance, if any, (ii) the Class M-1 Principal
Balance, if any, and (iii) the Class B Principal Balance,
all as of such Remittance Date.
Merrill Lynch 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>
The Class B Distribution Test will be satisfied if each of
the following tests is satisfied: (i) the Remittance Date
occurs in or after January 2002; (ii) the Average Sixty-
Day Delinquency Ratio Test (as defined in the Agreement)
as of such Remittance Date must not exceed 3.5%; (iii) the
Average Thirty-Day Delinquency Ratio Test (as defined in
the Agreement) as of such Remittance Date must not exceed
5.5%; (iv) the Cumulative Realized Losses (as defined in
the Agreement) as of such Remittance Date must not exceed
a certain specified percentage of the Cut-off Date Pool
Principal Balance, depending on the year in which such
Remittance Date occurs; (v) the Current Realized Loss
Ratio (as defined in the Agreement) as of such Remittance
Date must not exceed 2.25%; (vi) the Class B Principal
Balance divided by the Pool Scheduled Principal Balance as
of the immediately preceding Remittance Date must be equal
to or greater than 11.25%; and (vii) the Class B Principal
Balance must not be less than 2% of the total pool
($17,000,000).
CLASS B-2
INTEREST: Interest on the outstanding Class B-2 Principal Balance
will accrue from December 19, 1997, or from the most
recent Remittance Date on which interest has been paid to
but excluding the following Remittance Date.
To the extent of (i) the remaining Amount Available, if any,
for a Remittance Date after payment of all interest and
principal then payable on the Class A-1, Class M-1, and
Class B-1 Certificates, and (ii) the Guarantee Payment, if
any, for such date, interest will be paid to the Class B-2
Certificateholders on such Remittance Date at the Class B-2
Remittance Rate on the then outstanding Class B-2 Principal
Balance. The Class B-2 Principal Balance is the Original
Class B-2 Principal Balance less all amounts previously
distributed to the Class B-2 Certificateholders (including
any Guarantee Payments) on account of principal.
In the event that, on a particular Remittance Date, the
remaining Amount Available in the Certificate Account plus
any amounts actually paid under the Limited Guarantee are
not sufficient to make a full distribution of interest to
the Class B-2 Certificateholders, the amount of the
deficiency
Merrill Lynch 6
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statement. If you have not received the statement, call your Merrill Lynch
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<PAGE>
will be carried forward as an amount that the Class B-2
Certificateholders are entitled to receive on the next
Remittance Date. Any amount so carried forward will, to the
extent legally permissible, bear interest at the Class B-2
Remittance Rate.
CLASS B-2
PRINCIPAL: Except for payments of the Class B-2 Liquidation Loss
Amount under the Limited Guarantee, the Class B-2
Certificateholders will be entitled to receive principal
on each Remittance Date on which (i) the Class B-1
Principal Balance has been reduced to zero (the "Class B-1
Cross-over Date") and (ii) the Class B Distribution Test
is satisfied; provided, however, that if the Class A-1
Principal Balance, the Class M-1 Principal Balance and the
Class B-1 Principal Balance have been reduced to zero, the
Class B-2 Certificateholders will nevertheless be entitled
to receive principal. See "Description of the Certificates--
Class B-2 Principal."
The Class B Percentage for any Remittance Date will equal
(a) zero, if the Class A-1 Principal Balance and the Class
M-1 Principal Balance have not yet been reduced to zero
and the Class B Distribution Test is not satisfied or (b)
a fraction, expressed as a percentage, the numerator of
which is the Class B Principal Balance as of such
Remittance Date, and the denominator of which is the sum
of: (i) the Class A-1 Principal Balance, if any, (ii) the
Class M-1 Principal Balance, if any, and (iii) the Class B
Principal Balance, all as of such Remittance Date.
On each Remittance Date on which the Class B-2
Certificateholders are entitled to receive principal, the
Class B Percentage of the Formula Principal Distribution
Amount will be distributed, to the extent of the remaining
Amount Available after payment of interest on the Class B-2
Certificates, to the extent of the remaining Amount
Available after payment of interest on the Class B-2
Certificates, to the Class B-2 Certificateholders until the
Class B-2 Principal Balance has been reduced to zero. The
Company will be obligated under the Limited Guarantee to pay
the amount, if any, by which the Class B Percentage of the
Formula Principal Distribution Amount for such Remittance
Date exceeds the remaining Amount Available after payment of
interest on the Class B-2 Certificates.
LOSSES ON LIQUIDATED
Merrill Lynch 7
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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>
CONTRACTS: The distribution of principal to the Class A-1, the Class
M-1, and the Class B-1 Certificateholders is intended to
include the Class A-1 Percentage, the Class M-1 Percentage
and the Class B Percentage, respectively, of the Scheduled
Principal Balance of each Contract that became a
Liquidated Contract during the month preceding the month
of such distribution. If the Net Liquidation Proceeds from
such Liquidated Contract are less than the Scheduled
Principal Balance of such Liquidated Contract, the
deficiency will, in effect, be absorbed by the Class C
Certificateholders, then the Guarantee Fee, if any,
otherwise payable to the Company, then the Monthly
Servicing Fee (so long as Green Tree is the Servicer),
then the Class B-2 Certificateholders, then the Class B-1
Certificateholders and then the Class M-1
Certificateholders, since a portion of the Amount
Available equal to such deficiency and otherwise
distributable to them will be paid to the Class A-1
Certificateholders.
CONTRACT CHARACTERISTICS
------------------------
The information presented below relates to the Initial Contracts, which will
represent approximately 61% of the Contract Pool. Although the characteristics
of the final pool of Contracts will differ from the characteristics of the
Initial Contracts shown below, Green Tree does not expect that the
characteristics of the Additional Contracts and Subsequent Contracts sold to the
Trust will vary materially from the information concerning the Initial Contracts
herein.
THE INITIAL CONTRACT POOL
Number of MHCs in pool: 11,654
Wgt. Avg. Contract Rate: 9.27%
Range of Rates: 4.75% - 16.75%
Wgt. Avg. Orig. Maturity: 318.3
Wgt. Avg. Rem. Maturity: 318.2
Avg. Rem Princ. Balance: $44,463.00
Wgt. Avg. LTV: 85.87%
New/Used: 85%/15%
Park/Private: 21%/79%
Single/Double: 24%/76%
Land/Home: 52.23%
Land in Lieu: 0.49%
Step Rate: 5.02%
Conventional: 94.98%
Merrill Lynch 8
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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>
GEOGRAPHIC DISTRIBUTION OF INITIAL CONTRACT OBLIGORS
AGGREGATE
PRINCIPAL
NUMBER OF BALANCE % OF INITIAL
CONTRACTS AS OUTSTANDING AS CUTOFF DATE POOL
STATE OF CUTOFF DATE OF CUTOFF DATE PRINCIPAL BALANCE
- ----- -------------- -------------- -----------------
AL 580 $18,997,914 3.67%
AR 216 6,615,253 1.28
AZ 223 10,663,186 2.06
CA 217 9,879,770 1.91
CO 325 20,386,558 3.93
CT 4 112,277 0.02
DE 46 2,523,831 0.49
FL 729 35,471,392 6.85
GA 558 21,926,065 4.23
IA 130 4,804,441 0.93
ID 64 4,055,457 0.78
IL 182 7,165,962 1.38
IN 340 16,827,811 3.25
KS 127 4,935,534 0.95
KY 367 14,545,405 2.81
LA 231 7,682,910 1.48
MA 9 427,220 0.08
MD 48 1,693,651 0.33
ME 128 7,229,623 1.40
MI 851 46,764,567 9.01
MN 194 6,965,483 1.34
MO 301 10,116,894 1.95
MS 205 6,359,145 1.23
MT 96 4,494,369 0.87
NC 1,255 55,099,815 10.62
ND 57 2,052,260 0.40
NE 65 3,202,210 0.62
NH 86 3,534,776 0.68
NJ 2 164,236 0.03
NM 273 13,766,374 2.66
NV 108 6,675,978 1.29
NY 201 9,151,300 1.77
OH 386 20,143,364 3.89
OK 203 7,106,474 1.37
OR 143 10,823,997 2.09
PA 223 10,890,260 2.10
SC 428 18,793,610 3.63
Merrill Lynch 9
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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>
SD 88 3,203,025 0.62
TN 350 12,378,861 2.39
TX 726 26,965,100 5.20
UT 67 4,151,349 0.80
VA 195 7,196,430 1.39
VT 47 2,399,122 0.46
WA 161 10,597,583 2.05
WI 204 9,129,140 1.76
WV 130 4,890,304 0.94
WY 85 5,211,358 1.01
------ ------------ ------
Total 11,654 $518,171,644 100.00%
====== ============ ======
YEAR OF ORIGINATION OF INITIAL CONTRACTS
AGGREGATE
PRINCIPAL
NUMBER OF BALANCE % OF INITIAL
YEAR OF CONTRACTS AS OUTSTANDING AS CUTOFF DATE POOL
ORIGINATION (1) OF CUTOFF DATE OF CUTOFF DATE PRINCIPAL BALANCE
- --------------- -------------- -------------- -----------------
1983 2 $ 24,149 *
1985 3 21,746 *
1986 1 11,770 *
1987 1 5,463 *
1988 7 105,857 0.02%
1989 11 184,967 0.04
1990 7 155,196 0.03
1991 9 220,381 0.04
1992 16 327,916 0.06
1993 9 195,553 0.04
1994 48 1,339,602 0.26
1995 43 1,308,247 0.25
1996 74 3,272,158 0.63
1997 11,423 510,998,639 98.63
------ ------------ ------
Total 11,654 $518,171,644 100.00%
====== ============ ======
* Indicates an amount greater than zero but less than 0.005% of the aggregate
principal balance.
(1) The Contracts shown in the above table with earlier years of origination
primarily represent Contracts originated by the Company and subsequently
refinanced through the Company. The Company
retains the first origination dates on its records with respect to such
refinanced Contracts.
Merrill Lynch 10
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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>
DISTRIBUTION OF ORIGINAL INITIAL CONTRACTS AMOUNTS
<TABLE>
<CAPTION>
AGGREGATE
PRINCIPAL
NUMBER OF BALANCE % OF INITIAL
ORIGINAL CONTRACTS AS OUTSTANDING AS CUTOFF DATE POOL
CONTRACT AMOUNT OF CUTOFF DATE OF CUTOFF DATE PRINCIPAL BALANCE
- --------------- -------------- -------------- -----------------
<S> <C> <C> <C>
Less than $10,000 504 $ 3,894,901 0.75%
$10,000 - $19,999 1,676 25,327,118 4.89
$20,000 - $29,999 2,163 54,306,392 10.48
$30,000 - $39,999 1,821 62,977,756 12.15
$40,000 - $49,999 1,263 56,724,921 10.95
$50,000 - $59,999 1,193 65,285,594 12.60
$60,000 - $69,999 944 61,104,964 11.79
$70,000 - $79,999 733 54,862,233 10.59
$80,000 - $89,999 528 44,781,362 8.64
$90,000 - $99,999 398 37,831,656 7.30
$100,000 - $109,999 188 19,647,458 3.79
$110,000 - $199,999 102 11,733,040 2.26
$120,000 - $129,999 59 7,340,699 1.42
$130,000 - $139,999 36 4,840,653 0.93
$140,000 - $149,999 20 2,888,733 0.56
$150,000 - $159,999 8 1,232,242 0.24
$160,000 - $169,999 8 1,332,375 0.26
$170,000 - $179,999 2 349,869 0.07
$180,000 - $189,999 3 546,703 0.11
$190,000 - $199,999 0 0 0.00
$200,000 - $249,999 4 901,325 0.17
$250,000 - $299,999 1 261,650 0.05
------ ------------ ------
Total 11,654 $518,171,644 100.00%
====== ============ ======
</TABLE>
Merrill Lynch 11
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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>
DISTRIBUTION OF ORIGINAL LOAN-TO-VALUE RATIOS OF INITIAL CONTRACTS
<TABLE>
<CAPTION>
AGGREGATE
PRINCIPAL
NUMBER OF BALANCE % OF INITIAL
LOAN-TO-VALUE CONTRACTS AS OUTSTANDING AS CUTOFF DATE POOL
RATIO OF CUTOFF DATE OF CUTOFF DATE PRINCIPAL BALANCE
- ----- -------------- -------------- -----------------
<S> <C> <C> <C>
Less than 61.00% 557 $ 20,012,674 3.86%
61.01% - 65.00% 201 9,023,505 1.74
66.01% - 70.00% 279 13,453,773 2.60
71.01% - 75.00% 408 21,397,713 4.13
76.01% - 80.00% 1,027 45,575,336 8.80
81.01% - 85.00% 1,462 71,093,253 13.72
86.01% - 90.00% 3,860 177,808,122 34.31
91.01% - 95.00% 3,530 148,145,016 28.59
Over 95.01% 330 11,662,252 2.25
------ ------------ ------
Total 11,654 $518,171,644 100.00%
====== ============ ======
</TABLE>
INITIAL CONTRACT RATES
<TABLE>
<CAPTION>
AGGREGATE
PRINCIPAL
NUMBER OF BALANCE % OF INITIAL
CONTRACTS AS OUTSTANDING AS CUTOFF DATE POOL
CONTRACT RATE OF CUTOFF DATE OF CUTOFF DATE PRINCIPAL BALANCE
- ------------- -------------- -------------- -----------------
<S> <C> <C> <C>
Less than 5.00% 3 $ 207,252 0.04%
5.01% - 6.00% 28 1,751,213 0.34
6.01% - 7.00% 733 56,463,520 10.90
7.01% - 8.00% 1,184 84,594,221 16.33
8.01% - 9.00% 2,044 119,304,878 23.02
9.01% - 10.00% 1,957 94,480,276 18.23
10.01% - 11.00% 1,934 75,010,812 14.48
11.01% - 12.00% 1,789 50,945,421 9.83
12.01% - 13.00% 1,024 20,708,423 4.00
13.01% - 14.00% 766 12,761,493 2.46
14.01% - 15.00% 41 571,801 0.11
15.01% - 16.00% 129 1,155,975 0.22
16.01% - 17.00% 22 216,358 0.04
------ ------------ ------
Total 11,654 $518,171,644 100.00%
====== ============ ======
</TABLE>
Merrill Lynch 12
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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>
REMAINING MONTHS TO MATURITY OF INITIAL CONTRACTS
<TABLE>
<CAPTION>
AGGREGATE
PRINCIPAL
NUMBER OF BALANCE % OF INITIAL
REMAINING MOS. CONTRACTS AS OUTSTANDING AS CUTOFF DATE POOL
TO MATURITY OF CUTOFF DATE OF CUTOFF DATE PRINCIPAL BALANCE
- ------------- -------------- -------------- -----------------
<S> <C> <C> <C>
Fewer than 31 8 $ 72,622 0.01%
31 - 60 224 1,910,837 0.37
61 - 90 523 7,170,446 1.38
91 - 120 654 10,190,080 1.97
121 - 150 248 4,971,625 0.96
151 - 180 1,494 35,392,103 6.83
181 - 210 57 1,969,316 0.38
211 - 240 1,695 55,990,909 10.81
241 - 270 9 386,058 0.07
271 - 300 852 31,399,877 6.06
301 - 330 6 275,744 0.05
331 - 360 5,884 368,442,027 71.11
------ ------------ ------
Total 11,654 $518,171,644 100.00%
====== ============ ======
</TABLE>
Merrill Lynch 13
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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>
MHP PREPAYMENT SENSITIVITIES(1)
<TABLE>
<CAPTION>
75% MHP 100% MHP 125% MHP 150% MHP
---------------- ---------------- ---------------- ----------------
WAL/Maturity WAL/Maturity WAL/Maturity WAL/Maturity
<S> <C> <C> <C> <C>
To Call
A-1 10.98 7/22 9.57 7/20 8.40 5/18 7.45 6/16
M-1 15.88 7/22 13.92 7/20 12.26 5/18 10.91 6/16
B-1 11.07 12/13 9.33 9/11 8.01 12/09 7.03 7/08
B-2 21.89 7/22 19.75 7/20 17.67 5/18 15.91 6/16
To Maturity
A-1 11.16 12/26 9.79 5/26 8.66 6/25 7.72 3/24
M-1 16.18 12/26 14.29 5/26 12.68 6/25 11.36 3/24
B-2 24.72 3/28 23.54 3/28 22.42 3/28 21.36 3/28
</TABLE>
<TABLE>
<CAPTION>
175% MHP 250% MHP 300% MHP 350% MHP
---------------- ---------------- ---------------- ----------------
WAL/Maturity WAL/Maturity WAL/Maturity WAL/Maturity
<S> <C> <C> <C> <C>
To Call
A-1 6.63 9/14 4.87 10/10 4.09 11/08 3.50 6/07
M-1 10.01 9/14 8.34 10/10 7.56 11/08 6.96 6/07
B-1 6.53 8/07 5.84 2/06 5.55 6/05 5.33 12/04
B-2 14.44 9/14 11.37 10/10 9.91 11/08 8.83 6/07
To Maturity
A-1 6.90 10/22 5.09 2/18 4.28 7/15 3.66 5/13
M-1 6.53 10/22 8.83 2/18 8.08 7/15 7.49 5/13
B-2 20.32 3/28 17.41 3/28 15.56 3/28 13.96 3/28
</TABLE>
(1) The following are the assumed characteristics of Subsequent Contracts as of
the Cut-off Date:
<TABLE>
<CAPTION>
AGGREGATE WGT. AVG. WGT. AVG.
REMAINING PRINCIPAL ORIGINAL REMAINING WGT. AVG.
MONTHS TO BALANCE TERM TERM CONTRACT
MATURITY OUTSTANDING (MONTHS) (MONTHS) RATE
- --------- --------------- --------- -------- --------
<S> <C> <C> <C> <C>
1-120 $ 12,387,560.95 98 98 12.55%
121-180 $ 25,848,248.51 175 175 11.99
181-240 $ 37,116,747.58 238 238 11.16
241-300 $ 20,355,175.09 299 299 11.09
301-360 $236,120,624.00 360 360 9.45
--------------- --- --- -----
TOTAL $331,828,356.13 318 318 10.06%
=============== === === =====
</TABLE>
Merrill Lynch 14
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Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
The attached tables and other statistical analyses (the "Term Sheet") are
privileged and confidential and are intended for use by the addressee only.
This Term Sheet is furnished to you solely by Merrill Lynch, Pierce, Fenner &
Smith Incorporated ("Merrill Lynch") and not by the issuer of the securities or
any of its affiliates. The issuer of these securities has not prepared or taken
part in the preparation of these materials. Neither Merrill Lynch, the issuer
of the securities nor any of its affiliates makes any representation as to the
accuracy or completeness of the information herein. The information herein is
preliminary, and will be subsequently filed with the Securities and Exchange
Commission. They may not be provided to any third party other than the
addressee's legal, tax, financial and/or accounting advisors for the purposes of
evaluating said material.
Numerous assumptions were used in preparing the Term Sheet which may or may
not be stated therein. As such, no assurance can be given as to the accuracy,
appropriateness or completeness of the Term Sheet in any particular context; or
as to whether the Term Sheet and/or the assumptions upon which it is based
reflect present market conditions or future market performance. This Term Sheet
should not be construed as either projections or predictions or as legal, tax,
financial or accounting advice.
Any yields or weighted average lives shown in the Term Sheet are based on
prepayment assumptions and actual prepayment experience may dramatically affect
such yields or weighted average lives. In addition, it is possible that
prepayments on the underlying assets will occur at rates slower or faster than
the rates assumed in the attached Term Sheet. Furthermore, unless otherwise
provided, the Term Sheet assumes no losses on the underlying assets and no
interest shortfall. The specific characteristics of the securities may differ
from those shown in the Term Sheet due to differences between the actual
underlying assets and the hypothetical assets used in preparing the Term Sheet.
The principal amount and designation of any security described in the Term Sheet
are subject to change prior to issuance.
Although a registration statement (including the prospectus) relating to
the securities discussed in this communication has been filed with the
Securities and Exchange Commission and is effective, the final prospectus
supplement relating to the securities discussed in this communication has not
been filed with the Securities and Exchange Commission. This communication
shall not constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of the securities discussed in this communication in any
state in which such offer, solicitations or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
Prospective purchasers are referred to the final prospectus and prospectus
supplement relating to the securities discussed in this communication for final
information on any matter discussed in this communication. All information in
this Term Sheet will be superseded by the information in the final prospectus
and prospectus supplement. A final prospectus and prospectus supplement may be
obtained by contacting the Merrill Lynch Trading Desk at (212) 449-3659.
Please be advised that asset-backed securities may not be appropriate for
all investors. Potential investors must be willing to
Merrill Lynch 15
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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>
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.
Merrill Lynch 16
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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.
