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Filed Pursuant to Rule 424(b)(3)
Filed No. 333-63305
SUPPLEMENT TO PROSPECTUS SUPPLEMENT DATED NOVEMBER 17, 1998
(TO PROSPECTUS DATED OCTOBER 9, 1998)
$85,000,000 (APPROXIMATE)
GREEN TREE
SELLER AND SERVICER
CERTIFICATES FOR HOME IMPROVEMENT AND HOME EQUITY LOANS
SERIES 1998-E
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We are offering the following classes through this supplement:
<TABLE>
<CAPTION>
PASS-
APPROXIMATE THROUGH
CLASS PRINCIPAL AMOUNT(1) RATE
- ----- ------------------- -------
<S> <C> <C>
HI: M-1.......................................... $17,500,000 7.020%
HI: B-1.......................................... $12,500,000 7.790%
HE: M-2.......................................... $55,000,000 7.270%(2)
Total............................................ $85,000,000
</TABLE>
(1) May vary plus or minus 5%.
(2) Or the weighted average of the rates on the contracts in the home equity
contract sub-pool, if less.
INVESTING IN THE CERTIFICATES INVOLVES CERTAIN RISKS. PROSPECTIVE INVESTORS
SHOULD CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE S-19 IN THE
PROSPECTUS SUPPLEMENT AND ON PAGE 9 IN THE PROSPECTUS.
This supplement relates to the offering of the Class HI: M-1, Class HI:
B-1 and Class HE: M-2 Certificates but does not contain complete information
about these certificates. Additional information is contained in the
accompanying prospectus supplement dated November 17, 1998 and in the related
prospectus dated October 9, 1998. Prospective purchasers are urged to read this
supplement, the prospectus supplement and the prospectus in full.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE
MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
The Class HI: M-1, Class HI: B-1 and Class HE: M-2 Certificates will be
delivered through the Same-Day Funds Settlement System of the Depository Trust
Company on or about December 14, 1998.
The Class HI: M-1, Class HI: B-1 and Class HE: M-2 Certificates will be
purchased by the underwriters from Green Tree Financial Corporation and will be
offered by the underwriters from time to time to the public in negotiated
transactions or otherwise at varying prices to be determined at the time of
sale. Proceeds to Green Tree Financial Corporation from the sale of such
Certificates, before deducting expenses, will be approximately $83,974,000. See
"Underwriting" on page SS-2 in this supplement, on page S-117 in the prospectus
supplement and on page 57 in the prospectus.
The Certificates are offered hereby, subject to receipt and acceptance by
the respective underwriters and their right to reject any order in whole or in
part. The pass-through rate for the Class HE: M-2 Certificates on page S-4 of
the prospectus supplement should be disregarded and replaced with the following
pass-through rate: 7.270% (or the weighted average of the rates on the
contracts in the home equity contract sub-pool, if less).
This supplement may be used to offer or sell the certificates only if
accompanied by the prospectus supplement and prospectus.
UNDERWRITERS OF THE CLASS HI: M-1 UNDERWRITER OF THE CLASS HI: B-1
CERTIFICATES CREDIT SUISSE FIRST BOSTON AND CLASS HE: M-2 CERTIFICATES LEHMAN
CHASE SECURITIES INC. BROTHERS
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The date of this supplement is December 8, 1998
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The following information supplements the information in the Prospectus
Supplement under the heading "Certain Federal Income Tax Consequences."
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
For federal income tax purposes, the Class HI: B-1 Certificates will be
treated as having been issued with original issue discount. For additional
information regarding Certificates that have been issued with original issue
discount, as well as information regarding federal income tax consequences of
investing in the Certificates, see "Certain Federal Income Tax Consequences--
REMIC Election" in the Prospectus Supplement and "Certain Federal Income Tax
Consequences--REMIC Series" in the Prospectus.
The following information supplements the information in the Prospectus
Supplement under the heading "Underwriting."
UNDERWRITING
The Underwriters named below have agreed, subject to the terms and
conditions of an Underwriting Agreement, dated December 8, 1998 (the
"Supplemental Underwriting Agreement"), to purchase from the Company the
respective principal amounts of the Certificates set forth opposite their names
below.
<TABLE>
<CAPTION>
PRINCIPAL PRINCIPAL PRINCIPAL
AMOUNT OF AMOUNT OF AMOUNT OF
CLASS CLASS CLASS
HI: M-1 HI: B-1 HE: M-2
UNDERWRITER CERTIFICATES CERTIFICATES CERTIFICATES
----------- ------------ ------------ ------------
<S> <C> <C> <C>
Credit Suisse First Boston
Corporation.............. $10,000,000 $ 0 $ 0
Chase Securities Inc. .... 7,500,000 0 0
Lehman Brothers Inc. ..... 0 12,500,000 55,000,000
----------- ----------- -----------
Totals.................. $17,500,000 $12,500,000 $55,000,000
=========== =========== ===========
</TABLE>
In the Supplemental Underwriting Agreement, the Underwriters have agreed,
subject to the terms and conditions set forth therein, to purchase all of the
Certificates offered by this Supplement if any such Certificates are purchased.
Distribution of such Certificates will be made by the Underwriters from time to
time in negotiated transactions or otherwise at varying prices to be determined
at the time of sale. In connection with the sale of such Certificates, the
Underwriters may be deemed to have received compensation from the Company in
the form of underwriting discounts.
SS-2
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For 90 days after the date of this supplement to the prospectus
supplement, all dealers that effect transactions in these securities, whether
or not participating in this offering, may be required to deliver a prospectus
with supplements. This is in addition to the dealers' obligation to deliver a
copy of this prospectus with supplements when acting as underwriters and with
respect to their unsold allotments or subscriptions.
[GreenTree Logo]
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