<PAGE>
Filed Pursuant to Rule 424(b)(3)
File No. 333-63265
SUPPLEMENT TO PROSPECTUS SUPPLEMENT DATED OCTOBER 28, 1998, AS SUPPLEMENTED
NOVEMBER 30, 1998
(TO PROSPECTUS DATED JULY 22, 1998)
$30,500,000
GREEN TREE
SELLER AND SERVICER
MANUFACTURED HOUSING CONTRACT SENIOR/SUBORDINATE PASS-THROUGH CERTIFICATES
SERIES 1998-8
We are offering the following class through this supplement:
<TABLE>
<CAPTION>
REMITTANCE PRINCIPAL PRICE TO UNDERWRITING PROCEEDS TO
CLASS RATE AMOUNT SOLD PUBLIC(1) DISCOUNT COMPANY
----- ---------- ----------- --------- ------------ --------------
<S> <C> <C> <C> <C> <C>
M-2............. 7.08%(2) $30,500,000 96% 0.675% $29,074,125.00
</TABLE>
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(1) Plus accrued interest beginning on December 3, 1998.
(2) Or the weighted average of the rates on the contracts in the contract
pool, if less.
CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE S-9 IN THE PROSPECTUS
SUPPLEMENT AND ON PAGE 9 IN THE PROSPECTUS.
THIS SUPPLEMENT RELATES TO THE OFFERING OF THE AMOUNT OF CLASS M-2
CERTIFICATES DESCRIBED ABOVE BUT DOES NOT CONTAIN COMPLETE INFORMATION ABOUT
THESE SECURITIES. ADDITIONAL INFORMATION IS CONTAINED IN THE ACCOMPANYING
PROSPECTUS SUPPLEMENT, DATED OCTOBER 28, 1998, AS SUPPLEMENTED BY THE NOVEMBER
30, 1998 SUPPLEMENT AND IN THE RELATED PROSPECTUS DATED JULY 22, 1998.
PROSPECTIVE PURCHASERS ARE URGED TO READ THIS SUPPLEMENT, THE PROSPECTUS
SUPPLEMENT, AS SUPPLEMENTED BY THE NOVEMBER 30, 1998 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 underwriter named below will offer these securities to the public at
the offering price listed on this cover page and they will receive the discount
listed above. See "Underwriting" on page SS-2 in this supplement, on page S-53
in the prospectus supplement and on page 58 in the prospectus.
These securities are offered hereby, subject to receipt and acceptance by
Lehman Brothers Inc. and its right to reject any order in whole or in part.
These securities will be delivered through the Same-Day Funds Settlement System
of the Depository Trust Company on or about December 22, 1998.
This supplement may be used to offer or sell these securities only if
accompanied by the prospectus supplement dated October 28, 1998, the supplement
dated November 30, 1998, and prospectus dated July 22, 1998.
UNDERWRITER OF THE CLASS M-2 CERTIFICATES
LEHMAN BROTHERS
The date of this supplement is December 17, 1998
<PAGE>
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The Offered Certificates may be deemed to have been issued with "original
issue discount" for federal income tax purposes. See "Certain Federal Income
Tax Consequences--REMIC Series--Original Issue Discount" beginning on page 43
of the accompanying Prospectus dated July 22, 1998.
UNDERWRITING
The following information supplements the information in the Prospectus
Supplement under the heading "Underwriting."
The Underwriter named below has agreed, subject to the terms and conditions
of the Underwriting Agreement dated October 28, 1998 and the Terms Agreement
dated December 17, 1998 (together the "Underwriting Agreement"), to purchase
from the Company the principal amount of Class M-2 Certificates (the "Offered
Certificates") set forth below.
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF
CLASS M-2
UNDERWRITER CERTIFICATES
----------- ------------
<S> <C>
Lehman Brothers Inc. ........................................ $30,5000,000
</TABLE>
In the Underwriting Agreement, the Underwriter has agreed, subject to the
terms and conditions set forth therein, to purchase all of the Offered
Certificates offered hereby if any of the Offered Certificates are purchased.
Green Tree has been advised by the Underwriter that it proposes initially
to offer the Offered Certificates to the public at the offering price set forth
on the cover page of this supplement. The Offered Certificates are offered
subject to prior sale, when, as and if accepted by the Underwriter and subject
to their right to reject orders in whole or in part. The Underwriter will
purchase the Offered Certificates at the discount specified on the cover page
of this supplement.
The Underwriter may allow and such dealers may reallow a discount not in
excess of the respective amounts set forth in the table below to certain other
dealers:
<TABLE>
<CAPTION>
SELLING REALLOWANCE
CLASS CONCESSION DISCOUNT
----- ---------- -----------
<S> <C> <C>
M-2................................................ 0.40% 0.20%
</TABLE>
Until the distribution of the Offered Certificates is completed, rules of
the Commission may limit the ability of the Underwriter and certain selling
group members to bid for and purchase the Offered Certificates. As an exception
to these rules, the Underwriter is permitted to engage in certain transactions
that stabilize the price of the Offered Certificates. Such transactions consist
of bids or purchases for the purpose of pegging, fixing or maintaining the
price of the Offered Certificates.
In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the security to be higher than
it might be in the absence of such purchases.
Neither Green Tree nor the Underwriter makes any representation or
prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of the Offered Certificates. In addition,
neither Green Tree nor the Underwriter makes any representation that the
Underwriter will engage in such transactions or that such transactions, once
commenced, will not be discontinued without notice.
The Underwriting Agreement provides that Green Tree will indemnify the
Underwriter against certain liabilities, including liabilities under the
Securities Act of 1933, or contribute to payments the Underwriter may be
required to make in respect thereof.
SS-2
<PAGE>
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No dealer, salesperson or other individual has been authorized to give any
information or make any representations not contained in this Prospectus in
connection with the offering covered by this Prospectus. If given or made, such
information or representations must not be relied upon as having been
authorized by Green Tree or the Underwriter. This Prospectus does not
constitute an offer to sell, or a solicitation of an offer to buy,
the Certificates in any jurisdiction where, or to any person to whom, it is
unlawful to make such offer or solicitation. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
an implication that there has not been any change in the facts set forth in
this Prospectus or in the affairs of the Trust since the date hereof.
$30,500,000
[GreenTree Logo]
SELLER AND SERVICER
MANUFACTURED HOUSING CONTRACT
SENIOR/SUBORDINATE PASS-THROUGH
CERTIFICATES, SERIES 1998-8
$30,500,000 7.08% CLASS M-2
-----------------------------------
SUPPLEMENT TO
PROSPECTUS SUPPLEMENT
DATED OCTOBER 28, 1998,
AS SUPPLEMENTED NOVEMBER 30, 1998
-----------------------------------
UNDERWRITER OF THE CLASS M-2 CERTIFICATES
LEHMAN BROTHERS
DECEMBER 17, 1998
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