<PAGE>
Filed pursuant to Rule 424(b)(2)
File No. 333-52233
SUPPLEMENT TO PROSPECTUS SUPPLEMENT, DATED SEPTEMBER 4, 1998
(TO PROSPECTUS DATED SEPTEMBER 4, 1998, AS SUPPLEMENTED ON SEPTEMBER 15, 1998)
$800,000,000 (APPROXIMATE)
LOGO
GREEN TREE FINANCIAL CORPORATION
(SELLER AND SERVICER)
GREEN TREE RECREATIONAL, EQUIPMENT & CONSUMER TRUST 1998-C
$122,000,000 (APPROX.) 5.55375% ASSET-BACKED NOTES, CLASS A-1
$36,000,000 (APPROX.) 6.70% ASSET-
BACKED NOTES, CLASS A-6
$193,000,000 (APPROX.) FLOATING RATE ASSET-BACKED NOTES, CLASS A-2
$32,000,000 (APPROX.) 7.00% ASSET-
BACKED NOTES, CLASS A-7
$150,000,000 (APPROX.) 5.92% ASSET-BACKED NOTES, CLASS A-3
$111,000,000 (APPROX.) 6.17% ASSET-BACKED NOTES, CLASS A-4
$16,000,000 (APPROX.) 8.07% ASSET-
BACKED CERTIFICATES, CLASS B-1
$104,000,000 (APPROX.) 6.28% ASSET-BACKED NOTES, CLASS A-5
--------------
$36,000,000 (APPROX.) 8.31% ASSET-
BACKED CERTIFICATES, CLASS B-2
Green Tree Recreational, Equipment & Consumer Trust 1998-C (the "Trust") will
be governed pursuant to a Trust Agreement, to be dated as of September 1, 1998
(the "Trust Agreement"), among Green Tree Financial Corporation ("Green Tree"),
Green Tree Second
(Continued on following page)
FOR A DISCUSSION OF CERTAIN FACTORS WHICH SHOULD BE CONSIDERED BY PROSPECTIVE
PURCHASERS OF THE SECURITIES, SEE "RISK FACTORS" ON PAGE S-19 IN THE
ACCOMPANYING PROSPECTUS SUPPLEMENT AND ON PAGE 13 IN THE ACCOMPANYING
PROSPECTUS.
--------------
THIS SUPPLEMENT RELATES TO THE OFFERING OF THE CLASS B-2 CERTIFICATES BUT DOES
NOT CONTAIN COMPLETE INFORMATION ABOUT THE CLASS B-2 CERTIFICATES.
ADDITIONAL INFORMATION IS CONTAINED IN THE ACCOMPANYING PROSPECTUS
SUPPLEMENT DATED SEPTEMBER 4, 1998 (THE "PROSPECTUS SUPPLEMENT") PREPARED
IN CONNECTION WITH THE OFFERING OF THE NOTES AND CLASS B-1 CERTIFICATES
AND IN THE RELATED PROSPECTUS DATED SEPTEMBER 4, 1998, AS SUPPLEMENTED
ON SEPTEMBER 15, 1998 (THE "PROSPECTUS"). PROSPECTIVE PURCHASERS ARE
URGED TO READ THIS SUPPLEMENT, THE PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS IN FULL.
--------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR
THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) DISCOUNT GREEN TREE(1)(2)
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Class A-1 Note............... 100% 0.10% 99.90%
- --------------------------------------------------------------------------------
Per Class A-2 Note............... 100% 0.17% 99.83%
- --------------------------------------------------------------------------------
Per Class A-3 Note............... 99.9883413% 0.28% 99.7083413%
- --------------------------------------------------------------------------------
Per Class A-4 Note............... 99.9839589% 0.35% 99.6339589%
- --------------------------------------------------------------------------------
Per Class A-5 Note............... 99.9994010% 0.40% 99.5994010%
- --------------------------------------------------------------------------------
Per Class A-6 Note............... 99.9922899% 0.50% 99.4922899%
- --------------------------------------------------------------------------------
Per Class A-7 Note............... 99.9699390% 0.91% 99.0599390%
- --------------------------------------------------------------------------------
Per Class B-1 Certificate........ 99.9904488% 0.91% 99.0804488%
- --------------------------------------------------------------------------------
Total............................ $763,950,160.02 $2,291,400.00 $761,658,760.02
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) Plus accrued interest, if any, from and including September 28, 1998.
(2) Before deducting estimated expenses of $425,000 payable by Green Tree.
--------------
The Class B-2 Certificates offered hereby will be purchased by Merrill Lynch,
Pierce, Fenner & Smith Incorporated (the "Underwriter") from Green Tree and
will be offered by the Underwriter from time to time in negotiated transactions
or otherwise at varying prices to be determined at the time of sale. Proceeds
to Green Tree from the sale of the Class B-2 Certificates are expected to be
approximately 99.5275% of the initial aggregate principal balance of the Class
B-2 Certificates, before deducting sale expenses payable by Green Tree.
The Class B-2 Certificates are offered hereby, subject to receipt and
acceptance by the Underwriter and its right to reject any order in whole or in
part. It is expected that delivery of the Class B-2 Certificates will be made
on or about September 28, 1998 (the "Closing Date").
--------------
UNDERWRITERS OF THE SECURITIES (OTHER THAN THE CLASS B-2 CERTIFICATES)
MERRILL LYNCH & CO.
J.P. MORGAN & CO.
LEHMAN BROTHERS
NATIONSBANC MONTGOMERY SECURITIES LLC
--------------
UNDERWRITER OF THE CLASS B-2 CERTIFICATES
MERRILL LYNCH & CO.
--------------
The date of this Supplement is September 15, 1998.
<PAGE>
(Continued from preceding page)
GP Inc. (the "General Partner"), a wholly owned subsidiary of Green Tree, and
Wilmington Trust Company, as Owner Trustee. The Trust will issue a class of
floating rate Asset-Backed Notes, designated as the Class A-2 Notes, and six
classes of fixed rate Asset-Backed Notes, designated as the Class A-1, Class
A-3, Class A-4, Class A-5, Class A-6 and Class A-7 Notes, respectively (the
"Notes"), pursuant to an Indenture, to be dated as of September 1, 1998 (the
"Indenture"), between the Trust and U.S. Bank Trust National Association, as
Indenture Trustee. The Trust will also issue two classes of fixed rate Asset-
Backed Certificates, designated as the Class B-1 and Class B-2 Certificates,
respectively (the "Certificates" and, together with the Notes, the
"Securities").
There currently is no secondary market for the Class B-2 Certificates. The
Underwriter expects, but is not obligated, to make a market in the Class B-2
Certificates. There is no assurance that any such market will develop or
continue.
---------------
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE CLASS B-2
CERTIFICATES. SUCH TRANSACTIONS MAY INCLUDE STABILIZING AND THE PURCHASE OF
CLASS B-2 CERTIFICATES TO COVER SYNDICATE SHORT POSITIONS. FOR A DESCRIPTION
OF THESE ACTIVITIES, SEE "UNDERWRITING" HEREIN.
This Supplement is qualified in its entirety by reference to the detailed
information appearing in the accompanying Prospectus Supplement and
Prospectus. Certain capitalized terms used in this Supplement are defined in
the Prospectus Supplement or Prospectus.
SS-2
<PAGE>
YIELD AND PREPAYMENT CONSIDERATIONS
The following information supplements the information in the accompanying
Prospectus Supplement under the heading "Yield and Prepayment Considerations."
WEIGHTED AVERAGE LIFE OF THE CLASS B-2 CERTIFICATES
The following information is given solely to illustrate the effect of
prepayments on the Contracts on the weighted average life of the Class B-2
Certificates under the stated assumptions and is not a prediction of the
prepayment rate that might actually be experienced by the Contracts.
Weighted average life refers to the average amount of time from the date of
issuance of a security until each dollar of principal of such security will be
repaid to the investor. The weighted average life of the Class B-2
Certificates will be influenced by the rate at which principal on the
Contracts is paid. Principal payments on the Contracts may be in the form of
scheduled amortization or prepayments (including, for this purpose,
liquidations due to default).
The Base Case prepayment model is Green Tree management's best estimate of
the prepayment rates that may be experienced on the Contracts. Because Green
Tree began originating and servicing contracts for many of the Products only
recently, such estimate is based in part on industry experience with similar
contracts rather than Green Tree's experience. There can be no assurance that
the Contracts will experience prepayments at such projected rates or in the
manner assumed by the prepayment model used for that type of Contract, or that
the Contracts in the aggregate will experience prepayments similar to the
overall prepayment rate or in the manner projected in the Base Case.
<TABLE>
<CAPTION>
BASE CASE
PRODUCT PREPAYMENT RATE
------- ---------------
<S> <C>
Horse Trailers, Sport Vehicles, Keyboard Instruments and
Recreational Vehicles.................................. 18% CPR
Marine Products......................................... 100%(1)
Motorcycles and Aircraft................................ 30% CPR
Trucks.................................................. 1.4% ABS
</TABLE>
- --------
(1) As a percentage of the Prepayment Assumption for Contracts secured by
marine products.
The models used in this Prospectus Supplement are the Constant Prepayment
Rate ("CPR"), the Prepayment Assumption for Contracts secured by marine
products, and the Absolute Prepayment Model ("ABS"). The CPR represents an
assumed constant rate of prepayment each month, expressed as a per annum
percentage of the outstanding principal balance of the Contracts secured by
all Products other than marine products and trucks. The ABS represents an
assumed rate of prepayment each month relative to the original number of
Contracts secured by trucks in the Contract pool.
The 100% Prepayment Assumption for Contracts secured by marine products
assumes a constant prepayment of 0% per annum of the then outstanding
principal balance of such loans in the first month of the life of such loans
and an additional 1.27% (precisely, 14/11%) per annum in each month thereafter
until the twelfth month. Beginning in the twelfth month and in each month
thereafter during the life of such loans, the 100% Prepayment Assumption for
Contracts secured by marine products assumes a constant prepayment rate of 14%
per annum each month.
SS-3
<PAGE>
As used in the following tables, the columns headed 80%, 90%, 100%, 110% and
120% assume that prepayments on the Contracts are made at Base Case Prepayment
Rates of 80%, 90%, 100%, 110% and 120%, respectively. For example, 80% Base
Case Prepayment Rate and 120% Base Case Prepayment Rate mean that Contracts
related to horse trailers, sport vehicles, keyboard instruments and
recreational vehicles have been assumed to have a prepayment rate equal to
14.4% CPR and 21.6% CPR, respectively; Contracts related to marine products
have been assumed to have a prepayment rate equal to 80% and 120%,
respectively, of the Prepayment Assumption for Contracts secured by marine
products; Contracts related to motorcycles and aircraft have been assumed to
have a prepayment rate equal to 24% CPR and 36% CPR, respectively; and
Contracts related to trucks have been assumed to have a prepayment rate equal
to 1.12% ABS and 1.68% ABS, respectively. NEITHER CPR NOR ABS PURPORTS TO BE
AN HISTORICAL DESCRIPTION OF PREPAYMENT EXPERIENCE OR A PREDICTION OF THE
ANTICIPATED RATE OF PREPAYMENT OF ANY POOL OF CONTRACTS, INCLUDING THE
CONTRACTS.
The percentages and weighted average lives in the following tables were
determined assuming that (i) scheduled interest and principal payments on the
Contracts are received in a timely manner and prepayments are made at the
percentages of the Base Case prepayment model set forth in the table; (ii)
either Green Tree or the Servicer exercises its right of optional repurchase
described above; (iii) the aggregate principal balance of the Initial
Contracts as of the Cutoff Date is $498,904,486.09 and the Initial Contracts
have the characteristics described under "The Contract Pool"; (iv) the
Additional Contracts have the characteristics set forth in the table following
this paragraph and are assumed to have their first payments due in October
1998; (v) no interest shortfalls will arise in connection with prepayments in
full of the Contracts; (vi) distributions are made on the Notes and the
Certificates on the 15th day of each month commencing in October 1998; and
(vii) the Securities are issued on September 28, 1998. No representation is
made that the Contracts will not experience delinquencies or losses.
ASSUMED CHARACTERISTICS OF ADDITIONAL CONTRACTS AS OF THE CUTOFF DATE
<TABLE>
<CAPTION>
WEIGHTED AVERAGE WEIGHTED AVERAGE
AGGREGATE PRINCIPAL WEIGHTED AVERAGE ORIGINAL TERM REMAINING TERM
BALANCE OUTSTANDING CONTRACT RATE (MONTHS) (MONTHS)
------------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Horse Trailers.......... $ 9,419,122.99 10.745% 124 124
Marine.................. 48,164,778.85 10.294 147 147
Motorcycles............. 39,419,252.19 12.688 68 68
Trucks.................. 91,677,213.59 9.998 57 57
Aircraft................ 25,494,551.29 8.850 133 133
Sport Vehicles.......... 14,081,619.68 14.991 54 54
Keyboard Instruments.... 4,960,214.79 11.024 97 97
Recreational Vehicles... 67,878,760.53 9.781 155 155
--------------- ------ --- ---
Total................. $301,095,513.91 10.351% 111 111
=============== ====== === ===
</TABLE>
Based on the foregoing assumptions, the following table indicates the
projected weighted average life of the Class B-2 Certificates and sets forth
the percentages of the original Principal Balance of the Class B-2
Certificates that would be outstanding after each of the dates shown, at the
indicated percentages of the Base Case prepayment model. Investors are urged
to make their investment decisions on a basis that includes their
determination as to anticipated prepayment rates under a variety of the
assumptions discussed herein.
SS-4
<PAGE>
PERCENTAGE OF THE ORIGINAL PRINCIPAL BALANCE OF THE
CLASS B-2 CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF THE
BASE CASE PREPAYMENT MODEL SET FORTH BELOW:
<TABLE>
<CAPTION>
DATE 80% 90% 100% 110% 120%
- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Initial Percentage................................ 100% 100% 100% 100% 100%
September 15, 1999................................ 100 100 100 100 100
September 15, 2000................................ 100 100 100 100 100
September 15, 2001................................ 100 100 100 100 100
September 15, 2002................................ 100 100 100 100 100
September 15, 2003................................ 100 100 100 100 100
September 15, 2004................................ 100 100 100 0 0
September 15, 2005................................ 100 0 0 0 0
September 15, 2006................................ 0 0 0 0 0
Weighted Average Life(1) (Years).................. 7.21 6.80 6.38 5.96 5.63
</TABLE>
- --------
(1) The weighted average life of a Class B-2 Certificate is determined by (i)
multiplying the amount of cash distributions in reduction of the principal
balance of such Certificate by the number of years from the date of
issuance of such Class B-2 Certificate to the stated Distribution Date,
(ii) adding the results, and (iii) dividing the sum by the initial
principal balance of such Class B-2 Certificate.
SS-5
<PAGE>
UNDERWRITING
The Underwriter has agreed, subject to the terms and conditions of an
Underwriting Agreement dated September 15, 1998 (the "Class B-2 Underwriting
Agreement"), to purchase from Green Tree the Class B-2 Certificates. The Class
B-2 Underwriting Agreement provides that the Underwriter is obligated to
purchase all of the Class B-2 Certificates offered hereby, if any of such
Class B-2 Certificates are purchased. Distribution of the Class B-2
Certificates will be made by the Underwriter 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 the Class B-2 Certificates, the
Underwriter may be deemed to have received compensation from Green Tree in the
form of underwriting discounts.
Until the distribution of the Class B-2 Certificates is completed, rules of
the Securities and Exchange Commission may limit the ability of the
Underwriter and certain selling group members to bid for and purchase the
Class B-2 Certificates. As an exception to these rules, the Underwriter is
permitted to engage in certain transactions that stabilize the price of the
Class B-2 Certificates. Such transactions consist of bids or purchases for the
purpose of pegging, fixing or maintaining the price of the Class B-2
Certificates.
If the Underwriter creates a short position in the Class B-2 Certificates in
connection with the offering, i.e., if it sells more Class B-2 Certificates
than are set forth on the cover page of this Supplement, the Underwriter may
reduce that short position by purchasing Class B-2 Certificates in the open
market.
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 Class B-2
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 Class B-2 Underwriting Agreement provides that Green Tree will indemnify
the Underwriter against certain liabilities, including liabilities under the
Securities Act of 1933, as amended, or will contribute to payments the
Underwriter may be required to make in respect thereof.
Green Tree does not intend to apply for listing of the Class B-2
Certificates on a national securities exchange, but has been advised by the
Underwriter that the Underwriter currently intends to make a market in the
Class B-2 Certificates, as permitted by applicable laws and regulations. The
Underwriter is not obligated, however, to make a market in the Class B-2
Certificates and any such market may be discontinued at any time at the sole
discretion of the Underwriter. Accordingly, no assurance can be given as to
the liquidity of, or trading markets for, the Class B-2 Certificates.
Upon receipt of a request by an investor who has received an electronic
Supplement, Prospectus Supplement and Prospectus from the Underwriter or a
request by such investor's representative within the period during which there
is an obligation to deliver a Supplement, Prospectus Supplement and
Prospectus, Green Tree and the Underwriter will promptly deliver, or cause to
be delivered, without charge, a paper copy of the Supplement, Prospectus
Supplement and Prospectus.
SS-6
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION
NOT CONTAINED IN THIS SUPPLEMENT, THE PROSPECTUS SUPPLEMENT OR THE PROSPECTUS,
AND ANY INFORMATION OR REPRESENTATION NOT CONTAINED HEREIN OR THEREIN MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY GREEN TREE OR ANY UNDERWRITER.
THIS SUPPLEMENT, THE PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTI-
TUTE AN OFFER OF ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH
THIS SUPPLEMENT RELATES OR AN OFFER TO ANY PERSON IN ANY JURISDICTION WHERE
SUCH AN OFFER WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS SUPPLEMENT, THE
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY SALES MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE
IN THE AFFAIRS OF GREEN TREE OR THE TRUST SINCE THE DATE HEREOF.
---------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
SUPPLEMENT
<S> <C>
Yield and Prepayment Considerations........................................ SS-3
Underwriting............................................................... SS-6
</TABLE>
PROSPECTUS SUPPLEMENT
<TABLE>
<S> <C>
Reports to Securityholders................................................. S-2
Summary of Terms........................................................... S-3
Risk Factors............................................................... S-19
The Trust.................................................................. S-19
The Trust Property......................................................... S-20
The Contract Pool.......................................................... S-21
Green Tree Financial Corporation........................................... S-26
Yield and Prepayment Considerations........................................ S-28
Description of the Notes................................................... S-34
Description of the Certificates............................................ S-40
Description of the Trust Documents and Indenture........................... S-43
Certain Federal and State Income Tax Consequences.......................... S-46
ERISA Considerations....................................................... S-46
Underwriting............................................................... S-48
Legal Matters.............................................................. S-49
Annex I.................................................................... A-1
PROSPECTUS
Available Information...................................................... 3
Reports to Securityholders................................................. 3
Incorporation of Certain Documents by Reference............................ 3
Prospectus Summary......................................................... 4
Risk Factors............................................................... 13
The Trusts................................................................. 15
The Contracts.............................................................. 16
Green Tree Financial Corporation........................................... 16
Yield and Prepayment Considerations........................................ 17
Pool Factor................................................................ 18
Use of Proceeds............................................................ 19
The Certificates........................................................... 19
The Notes.................................................................. 20
Certain Information Regarding the Securities............................... 24
Description of the Trust Documents......................................... 27
Certain Legal Aspects of the Contracts..................................... 36
Certain Federal Income Tax Consequences.................................... 41
Certain State Income Tax Consequences...................................... 50
ERISA Considerations....................................................... 51
Plan of Distribution....................................................... 52
Legal Matters.............................................................. 52
Experts.................................................................... 53
</TABLE>
---------------
FOR 90 DAYS AFTER THE DATE OF THIS SUPPLEMENT ALL DEALERS EFFECTING TRANSAC-
TIONS IN THE CLASS B-2 CERTIFICATES, WHETHER OR NOT PARTICIPATING IN THIS DIS-
TRIBUTION, MAY BE REQUIRED TO DELIVER A SUPPLEMENT, A PROSPECTUS SUPPLEMENT
AND A PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER
A SUPPLEMENT, A PROSPECTUS SUPPLEMENT AND A PROSPECTUS WHEN ACTING AS UNDER-
WRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
----------------------------------
----------------------------------
$800,000,000 (APPROXIMATE)
LOGO
SELLER AND SERVICER
GREEN TREE RECREATIONAL,
EQUIPMENT & CONSUMER
TRUST 1998-C
$122,000,0000 (APPROXIMATE) 5.55375% ASSET-BACKED NOTES, CLASS A-1
$193,000,000 (APPROXIMATE) FLOATING RATE ASSET-BACKED NOTES, CLASS A-2
$150,000,000 (APPROXIMATE) 5.92% ASSET-BACKED NOTES, CLASS A-3
$111,000,000 (APPROXIMATE) 6.17% ASSET-BACKED NOTES, CLASS A-4
$104,000,000 (APPROXIMATE) 6.28% ASSET-BACKED NOTES, CLASS A-5
$36,000,000 (APPROXIMATE) 6.70% ASSET-BACKED NOTES, CLASS A-6
$32,000,000 (APPROXIMATE) 7.00% ASSET-BACKED NOTES, CLASS A-7
$16,000,000 (APPROXIMATE) 8.07% ASSET-BACKED CERTIFICATES, CLASS B-1
$36,000,000 (APPROXIMATE) 8.31% ASSET-BACKED CERTIFICATES, CLASS B-2
---------------
SUPPLEMENT TO
PROSPECTUS SUPPLEMENT
DATED SEPTEMBER 4, 1998
---------------
UNDERWRITERS OF THE SECURITIES (OTHER THAN THE CLASS B-2 CERTIFICATES)
MERRILL LYNCH & CO.
J.P. MORGAN & CO.
LEHMAN BROTHERS
NATIONSBANC MONTGOMERY SECURITIES LLC
---------------
UNDERWRITER OF THE CLASS B-2 CERTIFICATES MERRILL LYNCH & CO.
---------------
THE DATE OF THIS SUPPLEMENT IS SEPTEMBER 15, 1998
----------------------------------
----------------------------------
