GREEN TREE FINANCIAL CORP
8-K, 1998-03-12
ASSET-BACKED SECURITIES
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<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                         -------------------------------


                                   FORM 8-K  

                                CURRENT REPORT



                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934



Date of Report (Date of earliest event reported): March 10, 1998



                        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             Term Sheet distributed in connection with
                                  $750,000,000 (Approximate) Manufactured
                                  Housing Contract Senior/Subordinate Pass-
                                  Through Certificates, Series 1998-2, issued by
                                  Green Tree Financial Corporation, as Seller
                                  and Servicer.

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date:  March 11, 1998               GREEN TREE FINANCIAL CORPORATION
 

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


                                       3
<PAGE>
 
  INDEX TO EXHIBITS


  Exhibit
  -------
  Number                                                                    Page
  ------                                                                    ----

   99            Term Sheet distributed in connection with                    5 
                 $750,000,000 (Approximate) Manufactured Housing 
                 Contract Senior/Subordinate Pass-Through 
                 Certificates, Series 1998-2, issued by 
                 Green Tree Financial Corporation, as Seller 
                 and Servicer.


                                       4




<PAGE>
 

                         TERM SHEET DATED MARCH 10, 1998



                        GREEN TREE FINANCIAL CORPORATION
                MANUFACTURED HOUSING CONTRACT SENIOR/SUBORDINATE
                    PASS-THROUGH CERTIFICATES, SERIES 1998-2
                           $750,000,000 (APPROXIMATE)













     
- --------------------------------------------------------------------------------
 This information does not constitute either an offer to sell or a solicitation
of an offer to buy any of the securities referred to herein. Offers to sell and
    solicitations of offers to buy the securities are made only by, and this
 information must be read in conjunction with, the final Prospectus Supplement
and the related Prospectus or, if not registered under the securities laws, the
   final Offering Memorandum (the "Offering Document"). Information contained
 herein does not purport to complete and is subject to the same qualifications
and assumptions, and should be considered by investors only in light of the same
   warnings, lack of assurances, and representations and other precautionary
   matters, as disclosed in the Offering Document. Information regarding the
   underlying assets has been provided by the issuer of the securities or an
  affiliate thereof and has not been independently verified by Lehman Brothers
 Inc. or any affiliate. The analyses contained herein have been prepared on the
basis of certain assumptions (including, in certain cases, assumptions specified
 by the recipient hereof) regarding payments, interest rates, losses and other
    matters, including, but not limited to, the assumptions described in the
  Offering Document. Lehman Brothers Inc., and any of its affiliates, make no
representation or warranty as to the actual rate or timing of payments on any of
     the underlying assets or the payments or yield on the securities. This
   information supersedes any prior versions hereof and will be deemed to be
     superseded by any subsequent versions (including, with respect to any
 descriptions of the securities or underlying assets, the information contained
                           in the Offering Document).

                                       1
<PAGE>
 
                         TERM SHEET DATED MARCH 10, 1998

                        GREEN TREE FINANCIAL CORPORATION
                MANUFACTURED HOUSING CONTRACT SENIOR/SUBORDINATE
                    PASS-THROUGH CERTIFICATES, SERIES 1998-2
                           $750,000,000 (APPROXIMATE)

                               Subject to Revision

SELLER/SERVICER:             Green Tree Financial Corporation ("Green Tree")

TRUSTEE:                     U.S. Bank National Association, St. Paul, Minnesota

UNDERWRITERS:                Lehman Brothers (Lead), Merrill Lynch & Co., 
                             Salomon Smith Barney

OFFERED CERTIFICATES:

                                        RATINGS              WAL       EXP FINAL
                    AMOUNT           (MOODY'S/S&P)       @ 150% MHP     MATURITY
                    ------           -------------       ----------     --------
  To Call:
       A-1       $ 36,000,000        P-1 / A-1+             0.39         12/98
       A-2       $ 39,000,000        Aaa / AAA              1.00         07/99
       A-3       $ 95,000,000        Aaa / AAA              1.99         12/00
       A-4       $ 41,500,000        Aaa / AAA              3.00         07/01
       A-5       $162,000,000        Aaa / AAA              4.98         04/05
       A-6       $260,250,000        Aaa / AAA             12.57         09/15
       M-1       $ 52,500,000        Aa3 / AA              10.39         09/15
       B-1       $ 33,750,000        Baa1 / BBB+            6.73         03/08
       B-2       $ 30,000,000        Baa3 / BBB-           14.79         09/15
To Maturity                                                           
       A-6       $260,250,000        Aaa / AAA             13.22         07/23
       M-1       $ 52,500,000        Aa3 / AA              10.84         07/23
       B-2       $ 30,000,000        Baa3 / BBB-           19.77         06/28
                                                                    

CUT-OFF DATE:       February 15, 1998 (or the date of origination, if later)

EXP. PRICING:       March 12, 1998

EXP. SETTLEMENT:    March 19, 1998

INTEREST/
PRINCIPAL:          The 1st day of each month (or if such 1st day is not a
                    business day, the next succeeding business day), commencing
                    on May 1, 1998.

MONEY MARKET 
ELIGIBILITY:        The Class A-1 Certificates are expected to be eligible
                    securities for purchase by money market funds under Rule
                    2a-7 under the Investment Company Act of 1940, as amended. 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.

OTHER 
CERTIFICATES:       In addition to the Offered Certificates, the Class C and
                    Class B-3I Certificates will be issued. The Class B-3I
                    Certificates will be interest-only Certificates which are
                    retained by an affiliate of Green Tree, and fully
                    subordinated to the Offered Certificates.

ERISA:              The Class A Certificates are ERISA eligible, subject to the
                    conditions set forth in the Prospectus Supplement. The Class
                    M-1, B-1 and B-2 Certificates will not be sold to benefit
                    plans unless such plans deliver a legal opinion to the
                    Trustee, stating that assets of the Trust are not deemed
                    "plan assets".

Recipients must read the statement printed on the attached cover. Do not use or
 rely on this information if you have not received and reviewed this statement.
   If you have not received this statement, call your Lehman Brothers account
                          executive for another copy.

                                       2
<PAGE>
 
SMMEA:              The Class A and M-1 Certificates will not constitute
                    "mortgage related securities" under the Secondary Mortgage
                    Market Enhancement Act of 1984 ("SMMEA") until such time as
                    the Pre-Funded Amount is reduced to zero. At such time, the
                    Class A and M-1 Certificates will be "legal investments" for
                    certain types of institutional investors to the extent
                    provided in that Act. The Class B-1 and B-2 Certificates are
                    not SMMEA eligible.

TAX STATUS:         Two separate REMIC Elections will be made with
                    respect to the Trust for federal income tax purposes.

OPTIONAL 
REDEMPTION:         Less than 10% of the original pool balance outstanding.


                                   STRUCTURE

CREDIT
ENHANCEMENT:        Class A: 15.50% subordination (Class M-1, B-1, and B-2) plus
                    Excess Spread (Class B-3I)
                    Class M-1: 8.5% subordination (Class B-1 and B-2) plus
                    Excess Spread (Class B-3I) 
                    Class B-1: 4.0% subordination (Class B-2) plus Excess Spread
                    (Class B-3I)
                    Class B-2: Limited Guarantee plus Excess Spread (Class B-3I)

THE CONTRACT
POOL:               On the Closing Date, the Trust expects to purchase (i)
                    manufactured housing contracts having an aggregate principal
                    balance of approximately $481,315,682 as of the Cut-off Date
                    (the "Initial Contracts") and (ii) additional manufactured
                    housing contracts (the "Additional Contracts"). An amount
                    will be deposited into an account (the "Prefunding 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:      The Amount Available on each Remittance Date generally
                    includes the sum of (a) payments on the Contracts due and
                    received during the related Due Period (as defined below),
                    (b) prepayments and other unscheduled collections received
                    during the related Due Period, and (c) all collections of
                    principal on the Contracts received during the Due Period in
                    which such Remittance Date occurs up to and including the
                    third business day prior to such Remittance Date (but in no
                    event later than the 25th day of the month prior to such
                    Remittance Date), minus (d) with respect to all Remittance
                    Dates other than the Remittance Date in May 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 Remittance Date (but in no
                    event later than the 25th 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.

                    The "related Due Period" with respect to any Remittance Date
                    is the period from and including the 15th day of the second
                    month preceding such Remittance Date, to and including the
                    14th day of the month immediately preceding such Remittance
                    Date.


Recipients must read the statement printed on the attached cover. Do not use or
 rely on this information if you have not received and reviewed this statement.
   If you have not received this statement, call your Lehman Brothers account
                          executive for another copy.

                                       3
<PAGE>
 
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.

                    The Class A-1 Certificates will bear interest at a fixed
                    Pass-Through Rate calculated on an actual/360 basis. Each
                    other Class of Certificates will bear interest at a fixed
                    Pass-Through Rate calculated 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 Interest Amount will be distributed to
                    the extent available. After payment of all principal
                    distributable on the Class B-1 Certificates (see below), any
                    accrued and unpaid Class B-1 Liquidation Loss Interest
                    Amount will be distributed to the extent available.

                    The Class M-1 Adjusted Principal Balance is the Class M-1
                    Principal Balance less any Class M-1 Liquidation Loss
                    Amount. The Class M-1 Principal Balance is the Original
                    Class M-1 Principal Balance less all amounts previously
                    distributed on account of principal of the Class M-1
                    Certificates.

                    The Class B-1 Adjusted Principal Balance is the Class B-1
                    Principal Balance less any Class B-1 Liquidation Loss
                    Amount. The Class B-1 Principal Balance is the Original
                    Class B-1 Principal Balance less all amounts previously
                    distributed on account of principal of the Class B-1
                    Certificates.

Recipients must read the statement printed on the attached cover. Do not use or
 rely on this information if you have not received and reviewed this statement.
   If you have not received this statement, call your Lehman Brothers account
                          executive for another copy.

                                       4
<PAGE>
 
PRINCIPAL
(Class A, 
M-1, B-1):          After the payment of all interest distributable to Class A,
                    Class M-1 and Class B-1 Certificateholders, principal will
                    be distributed in the following manner.

                    Class A Percentage will be distributed sequentially to the
                    Class A-1, A-2, A-3, A-4, A-5, and A-6 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, (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 May 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%; 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 23.25%.

                    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 May 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


Recipients must read the statement printed on the attached cover. Do not use or
 rely on this information if you have not received and reviewed this statement.
   If you have not received this statement, call your Lehman Brothers account
                          executive for another copy.

                                       5
<PAGE>
 
                    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 12.75%; and
                    (vii) the Class B Principal Balance must not be less than
                    $15,000,000.

INTEREST
(Class B-2):        Interest on the outstanding Class B-2 Principal Balance will
                    accrue from the Settlement Date, or from most recent
                    Remittance Date on which interest has been paid to but
                    excluding the following Remittance Date.

                    To the extent of (i) Amount Available on a Remittance Date
                    after payment of all interest and principal then payable on
                    the Class A, Class M-1 and Class B-1 Certificates, and (ii)
                    the Guarantee Payment, if any, for such date, interest will
                    be paid to the Class B-2 Certificateholders at the Class B-2
                    Remittance Rate on the Class B-2 Principal Balance.

                    The Class B-2 Principal Balance is the Original Class B-2
                    Principal Balance less all amounts previously distributed on
                    account of principal of the Class B-2 Certificates.

                    Interest shortfall will be carried forward, and will bear
                    interest at the Class B-2 Remittance Rate to the extent
                    legally permissible.

PRINCIPAL
(Class B-2):        The Class B-2 Certificateholders will be entitled to
                    receive principal on each Remittance Date on which: (i) the
                    Class B-1 Principal Balance has been reduced to zero and
                    (ii) the Class B Distribution Test is satisfied, provided
                    however that if the Class A, Class M-1 and Class B-1
                    Principal Balances have been reduced to zero, the Class B-2
                    Certificateholders will nevertheless be entitled to receive
                    principal.

                    The Company will be obligated under the Limited Guarantee to
                    pay the amount, if any, by which the Class B Percentage of
                    the Formula Principal Distribution Amount for the Remittance
                    Date exceeds the Class B-2 Remaining Amount Available after
                    payment of interest on the Class B-2 Certificates. On each
                    Remittance Date, Class B-2 Certificateholders will be
                    entitled to receive, pursuant to the Limited Guarantee, any
                    Class B-2 Liquidation Loss Amount for such Remittance Date.

LOSSES ON LIQUIDATED
CONTRACTS:          If Net Liquidation Proceeds from Liquidated Contracts in the
                    respective collection period are less than the Scheduled
                    Principal Balance of such Liquidated Contract, the shortfall
                    amount will be absorbed by the Class B-3I
                    Certificateholders, then the Monthly Servicing Fee (as long
                    as Green Tree is the Servicer), then the Class B-2
                    Certificateholders, then the Class B-1 Certificateholders,
                    and then the Class M-1 Certificateholders.


Recipients must read the statement printed on the attached cover. Do not use or
 rely on this information if you have not received and reviewed this statement.
   If you have not received this statement, call your Lehman Brothers account
                          executive for another copy.

                                       6
<PAGE>
 
CONTRACTS:          The information concerning the Initial Contracts presented
                    below is based on a pool originated through February 27,
                    1998. 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:                                       13,082
    Wgt. Avg. Contract Rate:                                       9.62%
    Range of Rates:                                       4.49% - 17.00%
    Wgt. Avg. Orig. Maturity:                                   300 mos.
    Range of Orig. Maturity:                                 15-360 mos.
    Wgt. Avg. Rem. Maturity:                                    299 mos.
    Range of Rem. Maturity:                                   8-360 mos.
    Avg. Rem Princ. Balance:                                  $36,792.21
    Wgt. Avg. LTV:                                                87.83%
    New/Used:                                                    74%/26%
    Single/Double:                                               33%/67%
    Park/Private:                                                33%/67%

              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>
North Carolina               1,319              10.08%               $ 51,623,294.91                10.73%
Texas                        1,164               8.90%               $ 41,296,289.00                 8.58%
Florida                        848               6.48%               $ 33,822,228.37                 7.03%
Michigan                       686               5.24%               $ 30,940,473.17                 6.43%
Georgia                        824               6.30%               $ 28,391,075.33                 5.90%
Alabama                        869               6.64%               $ 26,347,818.55                 5.47%
Other States(1)              7,372              56.35%               $268,894,503.12                55.87%
                             -----              ------               ----------------               ------
    Total (2)               13,082             100.00%               $481,315,682.45               100.00%
                            ======             =======               ================              =======
</TABLE>
- -----------------------
(1)  Other States category includes those States which constitute less than
     5.00% of the outstanding balance of the Initial Pool of Contracts.
(2)  Percentages do not add to 100% due to rounding.


Recipients must read the statement printed on the attached cover. Do not use or
 rely on this information if you have not received and reviewed this statement.
   If you have not received this statement, call your Lehman Brothers account
                          executive for another copy.

                                       7
<PAGE>
 
              DISTRIBUTION OF ORIGINAL AMOUNTS OF INITIAL CONTRACTS

<TABLE>
<CAPTION>
                                                                    % OF CONTRACT POOL
ORIGINAL CONTRACT             NUMBER OF       AGGREGATE PRINCIPAL     BY OUTSTANDING
AMOUNT (IN DOLLARS)(1)        CONTRACTS       BALANCE OUTSTANDING   PRINCIPAL BALANCE
- ----------------------        ---------       -------------------   ------------------
<S>                           <C>             <C>                    <C>
Less than $10,000.01              671         $  5,189,074.23             1.08%
$10,000.01 - $20,000.00         2,288         $ 34,790,442.49             7.23%
$20,000.01- $30,000.00          3,246         $ 80,795,796.16            16.79%
$30,000.01 - $40,000.00         2,473         $ 84,889,356.39            17.64%
$40,000.01 - $50,000.00         1,511         $ 67,516,195.27            14.03%
$50,000.01 - $60,000.00         1,014         $ 55,398,925.35            11.51%
$60,000.01 - $70,000.00           667         $ 43,144,570.67             8.96%
$70,000.01 - $80,000.00           428         $ 31,842,902.35             6.62%
$80,000.01 - $90,000.00           308         $ 26,049,854.23             5.41%
$90,000.01 - $100,000.00          202         $ 19,188,122.14             3.99%
$100,000.01 - $110,000.00         107         $ 11,142,099.26             2.31%
$110,000.01 - $120,000.00          70         $  8,028,937.37             1.67%
$120,000.01 - $130,000.00          41         $  5,116,925.12             1.06%
$130,000.01 - $140,000.00          26         $  3,493,255.55             0.73%
$140,000.01 - $150,000.00          12         $  1,739,640.20             0.36%
$150,000.01 - $160,000.00           8         $  1,237,593.64             0.26%
$160,000.01 - $170,000.00           5         $    813,765.49             0.17%
$170,000.01- $180,000.00            1         $    175,784.84             0.04%
$180,000.01 - $190,000.00           1         $    187,666.05             0.04%
$190,000.01 - $200,000.00           3         $    574,775.65             0.12%
                             --------         ---------------           ------
     Total (2)                 13,082         $481,315,682.45           100.00%
                             ========         ===============           ======
</TABLE>

- -----------------------
(1)  The largest original Contract amount is $193,368.45, which represents 0.04%
     of the Initial Pool Principal Balance.
(2)  Percentages do not add to 100% due to rounding.







Recipients must read the statement printed on the attached cover. Do not use or
 rely on this information if you have not received and reviewed this statement.
   If you have not received this statement, call your Lehman Brothers account
                          executive for another copy.

                                       8
<PAGE>
 
                       CONTRACT RATES OF INITIAL CONTRACTS

<TABLE>
<CAPTION>
                                                                       % OF CONTRACT POOL
RANGE OF CONTRACTS BY              NUMBER OF    AGGREGATE PRINCIPAL      BY OUTSTANDING
CONTRACT RATE                      CONTRACTS    BALANCE OUTSTANDING    PRINCIPAL BALANCE
- -------------                      ---------    -------------------    -----------------
<S>                                <C>          <C>                    <C>
0.000% - 5.00%                           4        $    233,006.66             0.05%
5.01% - 6.00%                           28        $  1,659,200.88             0.34%
6.01% - 7.00%                          513        $ 40,046,383.98             8.32%
7.01% - 8.00%                        1,361        $ 81,074,463.56            16.84%
8.01% - 9.00%                        1,592        $ 79,914,716.86            16.60%
9.01% - 10.00%                       2,469        $ 98,148,121.86            20.39%
10.01% - 11.00%                      2,280        $ 74,990,321.55            15.58%
11.01% - 12.00%                      2,636        $ 65,830,192.38            13.68%
12.01% - 13.00%                      1,358        $ 27,070,325.69             5.62%
13.01% - 14.00%                        634        $ 10,369,732.10             2.15%
14.01% - 15.00%                         17        $    217,978.08             0.05%
15.01% - 16.00%                        164        $  1,546,229.10             0.32%
16.01% - 17.00%                         26        $    215,009.75             0.04%
                                    ------        ---------------            ------
     Total (1)                      13,082        $481,315,682.45           100.00%
                                    ======        ===============           ======
</TABLE>
(1)  Percentages do not add to 100% due to rounding.

       DISTRIBUTION OF ORIGINAL LOAN-TO-VALUE RATIOS OF INITIAL CONTRACTS

<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 51%                          244        $  6,125,078.89            1.27%
51% - 55%                              105        $  2,955,611.00            0.61%
56% - 60%                              118        $  3,625,195.20            0.75%
61% - 65%                              158        $  5,951,006.58            1.24%
66% - 70%                              249        $  9,090,371.07            1.89%
71% - 75%                              326        $ 13,361,807.02            2.78%
76% - 80%                              995        $ 35,552,635.35            7.39%
81% - 85%                            1,418        $ 55,233,106.90           11.48%
86% - 90%                            4,327        $163,192,166.97           33.91%
91% - 95%                            4,287        $156,240,507.46           32.46%
96% - 100%                             855        $ 29,988,196.01            6.23%
                                    ------        ---------------          ------
     Total(2)                       13,082        $481,315,682.45          100.00%
                                    ======        ===============          ======
</TABLE>

- -----------------------
(1)  Rounded to the nearest 1%. The method of calculating loan-to-value ratios
     is described in the Prospectus. 
(2)  Percentages do not add to 100% due to rounding.





Recipients must read the statement printed on the attached cover. Do not use or
 rely on this information if you have not received and reviewed this statement.
   If you have not received this statement, call your Lehman Brothers account
                          executive for another copy.

                                       9
<PAGE>
 
                REMAINING MONTHS TO MATURITY OF INITIAL CONTRACTS

<TABLE>
<CAPTION>
                                                                           % OF CONTRACT POOL
                            NUMBER OF          AGGREGATE PRINCIPAL           BY OUTSTANDING
MONTHS REMAINING            CONTRACTS          BALANCE OUTSTANDING         PRINCIPAL BALANCE
- ----------------            ---------          -------------------         -----------------
<S>                         <C>                <C>                         <C>
Less than 31                     15              $    108,543.96                  0.02%
31 - 60                         344              $  3,060,178.52                  0.64%
61 - 90                         614              $  8,324,405.56                  1.73%
91 - 120                      1,016              $ 16,318,456.39                  3.39%
121 - 150                       389              $  8,018,523.68                  1.67%
151 - 180                     2,056              $ 47,216,974.45                  9.81%
181 - 210                       177              $  6,090,768.90                  1.27%
211 - 240                     2,229              $ 68,301,934.25                 14.19%
241 - 270                        26              $  1,180,162.70                  0.25%
271 - 300                     1,103              $ 38,282,897.81                  7.95%
301 - 330                        15              $    575,673.69                  0.12%
331 - 360                     5,098              $283,837,162.54                 58.97%
                             ------              ---------------                ------
     Total (1)               13,082              $481,315,682.45                100.00%
                             ======              ===============                ======
</TABLE>
(1)  Percentages do not add to 100% due to rounding.


                   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>                           
          1978                       1          $      4,006.40              *
          1979                       1          $      6,673.78              *
          1983                       2          $     16,398.78              *
          1984                       2          $      6,723.89              *
          1985                       4          $     34,855.53            0.01%
          1986                      12          $    111,608.27            0.02%
          1987                      11          $    182,841.27            0.04%
          1988                      24          $    376,143.83            0.08%
          1989                      53          $  1,207,715.96            0.25%
          1990                      51          $  1,187,985.29            0.25%
          1991                      87          $  2,049,459.24            0.43%
          1992                      76          $  1,974,124.93            0.41%
          1993                      41          $    940,014.23            0.20%
          1994                      97          $  3,086,055.27            0.64%
          1995                     135          $  4,189,488.12            0.87%
          1996                     203          $  7,772,072.52            1.61%
          1997                   1,524          $103,193,728.72           21.44%
          1998                  10,758          $354,975,786.42           73.75%
                                ------          ---------------          ------
          Total                 13,082          $481,315,682.45          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.
*    Indicates a percent greater than 0.00% but less than 0.005%





Recipients must read the statement printed on the attached cover. Do not use or
 rely on this information if you have not received and reviewed this statement.
   If you have not received this statement, call your Lehman Brothers account
                          executive for another copy.

                                       10
<PAGE>
 
                         MHP PREPAYMENT SENSITIVITIES(1)

<TABLE>
<CAPTION>
                          85% MHP                   100% MHP                  125% MHP                  150% MHP
                        WAL/MATURITY              WAL/MATURITY              WAL/MATURITY              WAL/MATURITY
<S>                     <C>                       <C>                       <C>                       <C>
To Call
A-1                      0.54  04/99               0.49  02/99                0.43  01/99             0.39  12/98
A-2                      1.44  02/00               1.31  12/99                1.13  09/99             1.00  07/99
A-3                      2.88  03/02               2.60  10/01                2.25  04/01             1.99  12/00
A-4                      4.39  02/03               3.96  08/02                3.41  01/02             3.00  07/01
A-5                      7.28  06/08               6.60  07/07                5.69  04/06             4.98  04/05
A-6                     16.86  09/20              15.70  05/19               14.00  05/17            12.57  09/15
M-1                     14.02  09/20              12.97  05/19               11.56  05/17            10.39  09/15
B-1                      9.52  01/12               8.66  12/10                7.58  06/09             6.73  03/08
B-2                     19.41  09/20              18.14  05/19               16.31  05/17            14.79  09/15
To Maturity
A-6                     17.41  07/26              16.32  01/26               14.66  12/24            13.22  07/23
M-1                     14.39  07/26              13.39  01/26               12.01  12/24            10.84  07/23
B-2                     22.75  06/28              22.02  06/28               20.86  06/28            19.77  06/28
                                                                                                       

                          175% MHP                  250% MHP                  300% MHP                 350% MHP 
                        WAL/MATURITY              WAL/MATURITY              WAL/MATURITY             WAL/MATURITY
To Call
A-1                      0.35  11/98               0.28  09/98               0.25  09/98              0.22  08/98
A-2                      0.90  06/99               0.69  02/99               0.60  01/99              0.53  12/98
A-3                      1.79  08/00               1.39  02/00               1.20  11/99              1.07  09/99
A-4                      2.68  03/01               2.06  07/00               1.80  03/00              1.59  01/00
A-5                      4.35  06/04               3.18  07/02               2.75  11/01              2.42  06/01
A-6                     11.25  02/14               8.32  07/10               6.93  10/08              5.88  06/07
M-1                      9.70  02/14               8.18  07/10               7.45  10/08              6.88  06/07
B-1                      6.43  08/07               5.80  04/06               5.53  08/05              5.33  03/05
B-2                     13.58  02/14              10.90  07/10               9.61  10/08              8.63  06/07
To Maturity                                                                                               
A-6                     11.88  01/22               8.84  07/17               7.39  02/15              6.26  02/13
M-1                     10.17  01/22               8.68  07/17               7.98  02/15              7.43  02/13
B-2                     18.84  06/28              16.08  06/28              14.43  06/28             13.01  06/28
</TABLE>
(1)  The following are the assumed characteristics of the Additional and
     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 90                  $6,018,404.85                71                    71                  11.805%
91 to 150               $16,482,353.29               125                   125                  12.076%
151 to 210              $37,056,290.36               180                   180                  11.343%
211 to 270              $53,557,812.90               240                   240                  10.892%
271 to 300              $28,869,646.66               300                   300                  10.573%
301 to 360             $126,699,809.49               360                   360                   9.460%
     Total             $268,684,317.55               284                   284                  10.338%
                       ===============
</TABLE>


Recipients must read the statement printed on the attached cover. Do not use or
 rely on this information if you have not received and reviewed this statement.
   If you have not received this statement, call your Lehman Brothers account
                          executive for another copy.

                                       11


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