<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): June 18, 1997
GREEN TREE FINANCIAL CORPORATION
--------------------------------
Delaware 01-08916 41-1807858
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS employer
of incorporation) file number) identification No.)
1100 Landmark Towers, 345 St. Peter Street, Saint Paul, Minnesota 55102-1639
- --------------------------------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (612) 293-3400
--------------------------
Not Applicable
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 1. Changes in Control of Registrant.
--------------------------------
Not applicable.
Item 2. Acquisition or Disposition of Assets.
------------------------------------
Not applicable.
Item 3. Bankruptcy or Receivership.
-------------------------
Not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
----------------------------------------------
Not applicable.
Item 5. Other Events.
------------
Not applicable.
Item 6. Resignations of Registrant's Directors.
--------------------------------------
Not applicable.
Item 7. Financial Statements and Exhibits.
---------------------------------
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
2
<PAGE>
(c) Exhibits.
The following is filed herewith. The exhibit numbers correspond
with Item 601(b) of Regulation S-K.
Exhibit No. Description
----------- -----------
99.1 External Computational and Descriptive
Information distributed in connection with
Certificates for Manufactured Housing Contract
Senior/Subordinate Pass-Through Certificates,
Series 1997-4, 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
Exhibit Number Page
- -------------- ----
99.1 Information with respect to certain manufactured housing 5
installment sale contracts and installment loan agreements
to be transferred to a trust formed in connection with
the $520,000,000 (Approximate) Manufactured Housing Contract
Senior/Subordinate Pass-Through certificates, Series 1997-4,
issued by Green Tree Financial Corporation, as Seller and
Servicer.
4
<PAGE>
TERM SHEET DATED JUNE 18, 1997
Green Tree Financial Corporation
Manufactured Housing Contract Senior/Subordinate
Pass-Through Certificates, Series 1997-4
$520,000,000 (Approximate)
Subject to Revision
SELLER/SERVICER: Green Tree Financial Corporation ("Green Tree").
TRUSTEE: Firstar Trust Company, Milwaukee, Wisconsin.
UNDERWRITERS: Merrill Lynch & Co. (Lead), Lehman Brothers, Salomon
Brothers Inc
<TABLE>
<CAPTION>
Ratings WAL Exp Final
Amount (S&P/Moody's/Fitch) @ 150% MHP Maturity
------------ ------------------- ---------- ---------
<S> <C> <C> <C> <C>
To Call:
A-1* $ 20,800,000 A-1+/P-1/F-1+ 0.37 02/98
A-2 $ 75,000,000 AAA/Aaa/AAA 1.50 10/99
A-3 $ 62,000,000 AAA/Aaa/AAA 3.00 03/01
A-4 $ 82,000,000 AAA/Aaa/AAA 5.00 01/04
A-5 $ 43,000,000 AAA/Aaa/AAA 7.47 12/05
A-6 $ 54,200,000 AAA/Aaa/AAA 10.00 03/09
A-7 $105,000,000 AAA/Aaa/AAA 15.83 08/15
M-1 $ 39,000,000 AA-/Aa3/AA- 10.75 08/15
B-1 $ 20,800,000 BBB+/Baa1/BBB+ 6.97 12/07
B-2 $ 18,200,000 A-/Baa1/A 15.62 08/15
To Maturity:
A-7 $105,000,000 AAA/Aaa/AAA 16.95 05/23
M-1 $ 39,000,000 AA-/Aa3/AA- 11.20 05/23
B-2 $ 18,200,000 A-/Baa1/A 21.13 09/27
</TABLE>
* Class A-1 Certificates are expected to be 2a-7 Money Market eligible. A fund
should consult with its advisors regarding the eligibility of the Class A-1
Certificates under Rule 2a-7 and the fund's investment policies and objectives.
CUT-OFF DATE: June 1, 1997 (or the date of origination, if later)
EXP. PRICING: June 19, 1997
EXP. SETTLEMENT: June 30, 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 July 15, 1997.
ERISA: Subject to the conditions set forth in the Prospectus
Supplement, Class A Certificates are ERISA eligible. The
Class M-1, B-1 and B-2 Certificates will not be sold to
benefit plans unless such plans deliver a legal opinion to
the Trustee, stating that assets of the Trust are not deemed
"plan assets".
SMMEA: Class A and M-1 Certificates are SMMEA eligible. Class B-1
and B-2 Certificates are not SMMEA eligible.
________________________________________________________________________________
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>
TAX STATUS: The Trust will elect to be treated as a REMIC for federal
income tax purposes.
OPTIONAL REDEMPTION: Less than 10% of the original pool balance outstanding.
STRUCTURE
CREDIT ENHANCEMENT: Class A: 15.0% 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)
DISTRIBUTIONS: The Amount Available on each Remittance Date generally
includes the sum of (a) payments on the Contracts due and
received during the preceding month, (b) prepayments and
other unscheduled collections received during the
preceding month and (c) all collections of principal on
the Contracts received during the current month up to and
including the third business day prior to such Remittance
Date (but in no event later than the 10th day of the month
in which the Remittance Date occurs), minus (d) with
respect to all Remittance Dates other than July 15, 1997,
all collections of principal on the Contracts received
during the preceding month up to but excluding the third
business day prior to the preceding Remittance Date (but
in no event later than the 10th day of the prior month).
The Amount Available will generally be applied first to
the distribution of interest on Class A, M-1 and B-1
Certificates, then to the distribution of principal on
Class A, M-1 and B-1 Certificates, and finally to the
distribution of interest and principal on Class B-2
Certificates.
INTEREST
(Class A, M-1, B-1): Interest will be distributable first to each Class of
Class A Certificates concurrently, then to the Class M-1
Certificates and then to the Class B-1 Certificates.
Interest on the outstanding Class A Principal Balance,
Class M-1 Adjusted Principal Balance and Class B-1
Adjusted Principal Balance, as applicable, will accrue
from the Settlement Date, or from the most recent
Remittance Date on which interest has been paid to but
excluding the following Remittance Date. Interest on Class
A-1 will accrue on actual/360 basis. Interest on all other
Classes will accrue on a 30/360 basis.
Interest shortfall will be carried forward, and will bear
interest at the applicable Remittance Rate, to the extent
legally permissible.
After payment of all principal distributable on the Class
M-1 Certificates (see below), any accrued and unpaid Class
M-1 Liquidation Loss Amount will be distributed to the
extent available. After payment of all principal
distributable on the Class B-1 Certificates (see below),
any accrued and unpaid Class B-1 Liquidation Loss Amount
will be distributed to the extent available.
The Class M-1 Adjusted Principal Balance is the Class M-1
Principal Balance less any Class M-1 Liquidation Loss
Amount. The Class M-1 Principal Balance is the Original
Class M-1 Principal Balance less all amounts previously
distributed on account of principal of the Class M-1
Certificates.
The Class B-1 Adjusted Principal Balance is the Class B-1
Principal Balance less any Class B-1 Liquidation Loss
Amount. The Class B-1 Principal Balance is the Original
Class B-1 Principal Balance less all amounts previously
distributed on account of principal of the Class B-1
Certificates.
PRINCIPAL
(Class A, M-1, B-1): After the payment of all interest distributable to Class
A, Class M-1 and Class B-1 Certificateholders, principal
will be distributed in the following manner.
________________________________________________________________________________
Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
2
<PAGE>
The Class A Percentage will be distributed sequentially
to the Class A-1, A-2, A-3, A-4, A-5, A-6 and A-7
Certificateholders.
The Class A Percentage for any Remittance Date will
equal a fraction, expressed as a percentage, the
numerator of which is the Class A Principal Balance as
of such Remittance Date, and the denominator of which
is the sum of: (i) the Class A Principal Balance and
(ii) if the Class M-1 Distribution Test is satisfied on
such Remittance Date, the Class M-1 Principal Balance,
otherwise zero, and (iii) if the Class B Distribution
Test is satisfied on such Remittance Date, the Class B
Principal Balance, otherwise zero, all as of such
Remittance Date.
The Class M-1 Certificateholders will be entitled to
receive principal on each Remittance Date on which (i)
the Class A Principal Balance has been reduced to zero
or (ii) the Class M-1 Distribution Test is satisfied.
The Class M-1 Percentage for any Remittance Date will
equal (a) zero, if the Class A Principal Balance has
not yet been reduced to zero and the Class M-1
Distribution Test is not satisfied or (b) a fraction,
expressed as a percentage, the numerator of which is
the Class M-1 Principal Balance as of such Remittance
Date, and the denominator of which is the sum of: (i)
the Class A Principal Balance, if any, and (ii) the
Class M-1 Principal Balance and (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 July 2001; (ii) the
Average Sixty-Day Delinquency Ratio Test (as defined in
the Agreement) as of such Remittance Date must not
exceed 3.5%; (iii) the Average Thirty-Day Delinquency
Ratio Test (as defined in the Agreement) as of such
Remittance Date must not exceed 5.5%; (iv) Cumulative
Realized Losses (as defined in the Agreement) as of
such Remittance Date must not exceed a certain
specified percentage of the Cut-off Date Pool Principal
Balance, depending on the year in which such Remittance
Date occurs; (v) the Current Realized Loss Ratio (as
defined in the Agreement) as of such Remittance Date
must not exceed 2.25%; and (vi) the sum of the Class M-
1 Principal Balance and the Class B Principal Balance
divided by the Pool Scheduled Principal Balance as of
the immediately preceding Remittance Date must be equal
to or greater than 22.50%.
The Class B-1 Certificateholders will be entitled to
receive principal on each Remittance Date on which (i)
the Class A Principal Balance and Class M-1 Principal
Balance have been reduced to zero or (ii) the Class B
Distribution Test is satisfied.
The Class B Percentage for any Remittance Date will
equal (a) zero, if the Class A Principal Balance and
the Class M-1 Principal Balance have not yet been
reduced to zero and the Class B Distribution Test is
not satisfied or (b) a fraction, expressed as a
percentage, the numerator of which is the Class B
Principal Balance as of such Remittance Date, and the
denominator of which is the sum of: (i) the Class A
Principal Balance, if any, and (ii) the Class M-1
Principal Balance, if any, and (iii) the Class B
Principal Balance, all as of such Remittance Date.
The Class B Distribution Test will be satisfied if each
of the following tests is satisfied: (i) the Remittance
Date occurs in or after July 2001; (ii) the Average
Sixty-Day Delinquency Ratio Test (as defined in the
Agreement) as of such Remittance Date must not exceed
3.5%; (iii) the Average Thirty-Day Delinquency Ratio
Test (as defined in the Agreement) as of such
Remittance Date must not exceed 5.5%; (iv) 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
3
________________________________________________________________________________
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; (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 $10,400,000.
INTEREST
(Class B-2): Interest on the outstanding Class B-2 Principal
Balance will accrue from the Settlement Date, or from
most recent Remittance Date on which interest has been
paid to but excluding the following Remittance Date.
To the extent of (i) the Amount Available on a
Remittance Date after payment of all interest and
principal then payable on the Class A, Class M-1 and
Class B-1 Certificates, and (ii) the Guarantee
Payment, if any, for such date, interest will be paid
to the Class B-2 Certificateholders at the Class B-2
Remittance Rate on the Class B-2 Principal Balance.
The Class B-2 Principal Balance is the Original Class
B-2 Principal Balance less all amounts previously
distributed on account of principal of the Class B-2
Certificates.
Interest shortfall will be carried forward, and will
bear interest at the Class B-2 Remittance Rate to the
extent legally permissible.
PRINCIPAL
(Class B-2): The Class B-2 Certificateholders will be entitled to
receive principal on each Remittance Date on which:
(i) the Class B-1 Principal Balance has been reduced
to zero and (ii) the Class B Distribution Test is
satisfied, provided however that if the Class A, Class
M-1 and Class B-1 Principal Balances have been reduced
to zero, the Class B-2 Certificateholders will
nevertheless be entitled to receive principal.
The Company will be obligated under the Limited
Guarantee to pay the amount, if any, by which the
Class B Percentage of the Formula Principal
Distribution Amount for the Remittance Date exceeds
the Class B-2 Remaining Amount Available after payment
of interest on the Class B-2 Certificates. On each
Remittance Date, Class B-2 Certificateholders will be
entitled to receive, pursuant to the Limited
Guarantee, any Class B-2 Liquidation Loss Amount for
such Remittance Date.
LOSSES ON LIQUIDATED
CONTRACTS: If Net Liquidation Proceeds from Liquidated Contracts
in the respective collection period are less than the
Scheduled Principal Balance of such Liquidated
Contract, the shortfall amount will be absorbed by the
Class C Certificateholders, then the Monthly Servicing
Fee (as long as Green Tree is the Servicer), then the
Class B-2 Certificateholders, then the Class B-1
Certificateholders, and then the Class M-1
Certificateholders.
4
________________________________________________________________________________
Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
CONTRACTS: The information concerning the Initial Contracts
presented below is based on a pool originated through
June 13, 1997. Green Tree intends to acquire and sell
additional Contracts, which are sufficient to support
the balance of Certificates sold, to the Trust by the
Closing Date. Although the characteristics of the final
pool of Contracts will differ from the characteristics
of the Initial Contracts shown below, Green Tree does
not expect that the characteristics of the additional
Contracts sold to the Trust will vary materially from
the information concerning the Initial Contracts
herein.
THE INITIAL CONTRACT POOL
Number of MHCs in pool: 7,899
Wgt. Avg. Contract Rate: 9.735%
Range of Rates: 4.250%-16.750%
Wgt. Avg. Orig. Maturity: 308.72 mos.
Range of Orig. Maturity: 36-360 mos.
Wgt. Avg. Rem. Maturity: 308.70 mos.
Range of Rem. Maturity: 36-360 mos.
Avg. Rem. Princ. Balance: $39,041.40
Wgt. Avg. LTV: 86.82%
New/Used: 85%/15%
Park/Private: 27%/73%
GEOGRAPHIC DISTRIBUTION OF INITIAL CONTRACT OBLIGORS
<TABLE>
<CAPTION>
% of Contract % of Contract Pool
Number Pool by Number Aggregate Principal by Outstanding
State of Contracts of Contracts Balance Outstanding Principal Balance
- ----- -------------- -------------- ------------------- ------------------
<S> <C> <C> <C> <C>
NC 755 9.55% $ 33,720,092.93 10.92%
TX 678 8.58% $ 24,555,612.82 7.96%
MI 495 6.27% $ 23,582,251.89 7.65%
FL 433 5.48% $ 19,245,251.05 6.24%
SC 411 5.20% $ 16,028,994.87 5.20%
Other States (1) 5,127 64.92% $191,255,787.17 62.03%
----- ----- --------------- -----
Total 7,899 100.00% $308,387,990.73 100.00%
===== ====== =============== ======
- -----------------------
(1) Other States category includes those States which constitute less than 5.00% of the outstanding balance of the Initial
Pool of Contracts.
5
- ------------------------------------------------------------------------------------------------------------------------------------
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.
</TABLE>
<PAGE>
YEARS OF ORIGINATION OF INITIAL CONTRACTS
<TABLE>
<CAPTION>
% of Contract Pool
Number of Aggregate Principal by Outstanding
Year of Origination(1) Contracts Balance Outstanding Principal Balance
- --------------------- --------- ------------------- ------------------
<S> <C> <C> <C>
1986 1 $ 14,169.53 .00%
1987 1 $ 6,889.15 .00%
1988 2 $ 20,621.48 .01%
1989 6 $ 111,538.49 .04%
1990 6 $ 89,720.82 .03%
1991 10 $ 262,228.37 .09%
1992 15 $ 334,087.84 .11%
1993 8 $ 166,050.80 .05%
1994 40 $ 1,105,162.44 .36%
1995 33 $ 1,074,003.43 .35%
1996 66 $ 4,133,455.32 1.34%
1997 7,711 $301,070,063.06 97.62%
----- --------------- ------
Total 7,899 $308,387,990.73 100.00%
===== =============== ======
</TABLE>
DISTRIBUTION OF ORIGINAL AMOUNTS OF INITIAL CONTRACTS
<TABLE>
<CAPTION>
% of Contract Pool
Original Contract Number of Aggregate Principal by Outstanding
Amount (in Dollars)(2) Contracts Balance Outstanding Principal Balance
- --------------------- --------- ------------------- ------------------
<S> <C> <C> <C>
Less than $10,000 356 $ 2,736,674.83 .89%
$10,000 - $19,999 1,316 $ 19,997,945.75 6.48%
$20,000 - $29,999 1,727 $ 43,354,412.03 14.06%
$30,000 - $39,999 1,497 $ 51,716,618.61 16.78%
$40,000 - $49,999 944 $ 42,269,205.30 13.71%
$50,000 - $59,999 704 $ 38,557,064.94 12.50%
$60,000 - $69,999 482 $ 31,262,167.51 10.14%
$70,000 - $79,999 323 $ 24,147,753.04 7.83%
$80,000 - $89,999 204 $ 17,246,257.77 5.59%
$90,000 - $99,999 160 $ 15,088,274.05 4.89%
$100,000 - $109,999 79 $ 8,272,335.24 2.68%
$110,000 - $119,999 41 $ 4,694,232.45 1.52%
$120,000 - $129,999 26 $ 3,217,235.01 1.04%
$130,000 - $139,999 20 $ 2,669,591.35 .87%
$140,000 - $149,999 9 $ 1,292,602.06 .42%
$150,000 - $159,999 5 $ 777,428.79 .25%
$160,000 - $169,999 3 $ 494,450.28 .16%
$170,000 - $179,999 0 $ 0.00 .00%
$180,000 - $189,999 1 $ 180,474.48 .06%
$190,000 - $199,999 1 $ 190,294.43 .06%
$200,000 - $249,999 1 $ 222,972.81 .07%
$250,000 - $299,999 0 $ 0.00 .00%
----- --------------- ------
Total 7,899 $308,387,990.73 100.00%
===== =============== ======
</TABLE>
- ----------------
(1) The Contracts shown in the above table with earlier years of origination
primarily represent Contracts originated by the Company and subsequently
refinanced through the Company. The Company retains the first origination
dates on its records with respect to such refinanced Contracts.
(2) The largest original Contract amount is $222,972.81, which represents 0.07%
of the Initial Pool Principal Balance.
6
________________________________________________________________________________
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
<TABLE>
<CAPTION>
% of Contract Pool
Number of Aggregate Principal by Outstanding
Loan-to-Value Ratio(1) Contracts Balance Outstanding Principal Balance
- --------------------- --------- ------------------- ------------------
<S> <C> <C> <C>
(Less than) 61% 347 $ 10,388,311.31 3.37%
61 - 65% 107 $ 4,248,140.26 1.38%
66 - 70% 143 $ 5,780,837.21 1.87%
71 - 75% 243 $ 9,979,311.16 3.24%
76 - 80% 679 $ 25,736,091.29 8.35%
81 - 85% 881 $ 36,177,633.67 11.73%
86 - 90% 2,669 $107,039,107.15 34.71%
91 - 95% 2,830 $109,038,558.68 35.35%
Over 95% 0 $ 0.00 0.00%
----- --------------- ------
Total 0 $308,387,990.73 100.00%
===== =============== ======
</TABLE>
(1) Rounded to the nearest full percent. The method of
calculating loan-to-value ratios is described in the
Prospectus.
CONTRACT RATES
<TABLE>
<CAPTION>
Number of % of Contract Pool
Range of Contracts by Contracts as Aggregate Principal by Outstanding
Contract Rate of Cut-off date Balance Outstanding Principal Balance
- --------------------- --------------- ------------------- ------------------
<S> <C> <C> <C>
Less than 5.00001% 5 $ 370,543.68 0.12%
5.00001% to 6.00000% 28 $ 1,512,574.40 0.49%
6.00001% to 7.00000% 385 $ 29,770,169.40 9.65%
7.00001% to 8.00000% 473 $ 31,383,669.31 10.18%
8.00001% to 9.00000% 1,252 $ 69,591,844.29 22.57%
9.00001% to 10.00000% 988 $ 43,691,786.54 14.17%
10.00001% to 11.00000% 1,644 $ 57,703,755.05 18.71%
11.00001% to 12.00000% 1,700 $ 48,438,776.06 15.71%
12.00001% to 13.00000% 747 $ 15,484,410.40 5.02%
13.00001% to 14.00000% 532 $ 8,855,016.00 2.87%
14.00001% to 15.00000% 19 $ 345,476.04 0.11%
15.00001% to 16.00000% 114 $ 1,108,258.54 0.36%
16.00001% to 17.00000% 12 $ 131,711.02 0.04%
----- --------------- ------
Total 7,899 $308,387,990.73 100.00%
===== =============== ======
</TABLE>
REMAINING MONTHS TO MATURITY
<TABLE>
<CAPTION>
% of Contract Pool
Number of Aggregate Principal by Outstanding
Months Remaining Contracts Balance Outstanding Principal Balance
- ---------------- ----------- ------------------- ------------------
<S> <C> <C> <C>
(less than) 61 188 $ 1,562,716.63 .51%
61 - 90 247 $ 3,359,168.01 1.09%
91 - 120 514 $ 7,896,586.74 2.56%
121 - 150 184 $ 3,523,437.74 1.14%
151 - 180 1,171 $ 26,581,610.20 8.62%
181 - 210 25 $ 811,232.69 .26%
211 - 240 1,399 $ 43,574,284.37 14.13%
241 - 270 2 $ 60,416.86 .02%
271 - 300 722 $ 25,608,708.89 8.30%
301 - 330 0 $ 0.00 0.00%
331 - 360 3,447 $195,409,828.60 63.37%
----- --------------- ------
Total 7,899 $308,387,990.73 100.00%
===== =============== ======
</TABLE>
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>
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> <C> <C> <C> <C>
To Call:
A-1 0.56 06/98 0.47 05/98 0.41 03/98 0.37 02/98
A-2 2.36 03/01 1.97 07/00 1.70 02/00 1.50 10/99
A-3 4.84 07/03 4.01 06/02 3.43 10/01 3.00 03/01
A-4 8.05 11/07 6.70 03/06 5.74 12/04 5.00 01/04
A-5 11.70 08/10 9.91 09/08 8.55 03/07 7.47 12/05
A-6 15.06 09/14 13.01 06/12 11.35 09/10 10.00 03/09
A-7 21.75 08/21 19.57 07/19 17.57 06/17 15.83 08/15
M-1 15.53 08/21 13.66 07/19 12.06 06/17 10.75 08/15
B-1 10.84 01/13 9.22 01/11 7.93 04/09 6.97 12/07
B-2 21.42 08/21 19.30 07/19 17.32 06/17 15.62 08/15
To Maturity:
A-7 22.54 05/26 20.55 08/25 18.67 08/24 16.95 05/23
M-1 15.84 05/26 14.05 08/25 12.49 08/24 11.20 05/23
B-2 24.45 09/27 23.31 09/27 22.25 09/27 21.13 09/27
175% MHP 250% MHP 300% MHP 350% MHP
WAL/Maturity WAL/Maturity WAL/Maturity WAL/Maturity
------------ ------------ ------------ ------------
To Call:
A-1 0.33 01/98 0.27 12/97 0.24 11/97 0.22 11/97
A-2 1.35 07/99 1.04 02/99 0.90 11/98 0.80 09/98
A-3 2.68 10/00 2.05 01/00 1.79 09/99 1.59 06/99
A-4 4.38 03/03 3.19 06/01 2.75 11/00 2.42 06/00
A-5 6.54 12/04 4.53 09/02 3.75 09/01 3.27 02/01
A-6 8.83 11/07 6.25 12/04 5.08 08/03 4.21 07/02
A-7 14.26 12/13 10.68 02/10 9.00 05/08 7.66 12/06
M-1 9.88 12/13 8.26 02/10 7.51 05/08 6.92 12/06
B-1 6.47 01/07 5.80 07/05 5.51 12/04 5.29 06/04
B-2 14.22 12/13 11.22 02/10 9.87 05/08 8.79 12/06
To Maturity:
A-7 15.37 12/21 11.61 05/17 9.78 11/14 8.32 09/12
M-1 10.34 12/21 8.75 05/17 8.01 11/14 7.43 09/12
B-2 20.13 09/27 17.20 09/27 15.43 09/27 13.87 09/27
</TABLE>
(1) The following are the assumed characteristics of Subsequent Contracts as
of the Cut-off Date:
<TABLE>
<CAPTION>
Aggregate Principal Wtd Avg Wtd Avg Wtd Avg
Months Remaining Balance Outstanding Original Term Remaining Term Contract Rate
- ------------------ ------------------- ------------- -------------- --------------
<S> <C> <C> <C> <C>
0 to 119 $ 3,894,575.51 78 78 12.65%
120 to 179 $ 8,027,798.30 131 131 12.59%
180 to 239 $ 19,153,769.67 183 183 11.95%
240 to 299 $ 29,712,356.29 241 241 11.40%
300 to 359 $ 21,482,523.40 313 313 10.94%
360 $129,340,986.10 360 360 9.62%
--------------- --- --- -----
Total $211,612,009.27 309 309 10.39%
=============== === === =====
- ----------------------------------------------------------------------------------------------
</TABLE>
Recipients must read the information contained in the attached statement. Do
not use or rely on this information if you have not received and reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
8
<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
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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 superceded by the information in the final prospectus
and prospectus supplement. A final prospectus and prospectus supplement may be
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Please be advised that asset-backed securities may not be appropriate for
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party immediately by telephone and return the original to such party by mail.
9
________________________________________________________________________________
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.
