<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)
$57,750,000
GREEN TREE
SELLER AND SERVICER
MANUFACTURED HOUSING CONTRACT SENIOR/SUBORDINATE PASS-THROUGH CERTIFICATES
SERIES 1998-8
We are offering the following classes through this supplement:
<TABLE>
<CAPTION>
PRINCIPAL REMITTANCE
CLASS AMOUNT SOLD RATE
----- ----------- ----------
<S> <C> <C>
M-2.................................................... $10,000,000 7.08%(1)
B-1.................................................... $47,250,000 7.69%(1)
-----------
Total.................................................. $57,750,000
===========
</TABLE>
--------
(1) 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 CLASS M-2 CERTIFICATES AND
CLASS B-1 CERTIFICATES BUT DOES NOT CONTAIN COMPLETE INFORMATION ABOUT THESE
CERTIFICATES. 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.
These Certificates will be delivered through the Same-Day Funds Settlement
System of the Depository Trust Company on or about December 22, 1998.
Merrill Lynch, Pierce, Fenner & Smith Incorporated will purchase the
aggregate amount of Class M-2 Certificates and Class B-1 Certificates listed
above from Green Tree and will offer them from time to time 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 $54,650,467.50,
plus accrued interest beginning on December 3, 1998. See "Underwriting" on page
SS-2 in this supplement, on page S-53 in the prospectus supplement and on page
58 in the prospectus.
The Certificates are offered hereby, subject to receipt and acceptance by
Merrill Lynch, Pierce, Fenner & Smith Incorporated and its right to reject any
order in whole or in part.
This supplement may be used to offer or sell the certificates 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 AND CLASS B-1 CERTIFICATES
MERRILL LYNCH & CO.
The date of this supplement is December 15, 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 15, 1998 (together the "Underwriting Agreement"), to
purchase from the Company the principal amounts of Class M-2 Certificates and
Class B-1 Certificates (the "Offered Certificates") set forth below.
<TABLE>
<CAPTION>
PRINCIPAL PRINCIPAL
AMOUNT OF AMOUNT OF
CLASS M-2 CLASS B-1
UNDERWRITER CERTIFICATES CERTIFICATES
----------- ------------ ------------
<S> <C> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated .......................... $10,000,000 $47,250,000
</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 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
Underwriter may be deemed to have received compensation from Green Tree in the
form of underwriting discounts.
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 these Certificates. As an exception to
these rules, the Underwriter is permitted to engage in certain transactions
that stabilize the price of these Certificates. Such transactions consist of
bids or purchases for the purpose of pegging, fixing or maintaining the price
of these 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 the Company 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 the Company 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 the Company 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 the Company or the Underwriters. 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.
$57,750,000
[GreenTree Logo]
SELLER AND SERVICER
MANUFACTURED HOUSING CONTRACT
SENIOR/SUBORDINATE PASS-THROUGH
CERTIFICATES, SERIES 1998-8
$10,000,000 7.08% CLASS M-2
$47,250,000 7.69% CLASS B-1
-----------------------------------
SUPPLEMENT TO
PROSPECTUS SUPPLEMENT
DATED OCTOBER 28, 1998,
AS SUPPLEMENTED NOVEMBER 30, 1998
-----------------------------------
UNDERWRITER OF THE CLASS M-2 CERTIFICATES AND CLASS B-1 CERTIFICATES
MERRILL LYNCH & CO.
DECEMBER 15, 1998
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