GREEN TREE FINANCIAL CORP
8-K, 1998-07-22
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):  July 21, 1998



                      GREEN TREE FINANCIAL CORPORATION
                      --------------------------------
           (Exact name of registrant as specified in its charter)

                                  01-08916
          Delaware              [333-49933]                    41-1807858
- -------------------------------------------------------------------------------
(State or other jurisdiction       (Commission                 (IRS employer
      of incorporation)            file number)             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 Accountant.
           ----------------------------------------------

           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.

           (c) Exhibits.

               The following is filed herewith.  The exhibit numbers correspond
               with Item 601(b) of Regulation S-K.

                                       2
<PAGE>
 
               Exhibit No.   Description
               -----------   -----------

                    99       External Computational and Descriptive
                             Information distributed in connection with
                             Certificates for Manufactured Housing Contract
                             Senior/Subordinate Pass-Through Certificates,
                             Series 1998-6, 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.

                              GREEN TREE FINANCIAL CORPORATION



                              By: /s/ Joel H. Gottesman
                                  -------------------------------
                                 Joel H. Gottesman
                                 Senior Vice President, General Counsel
                                 and Secretary

                                       3
<PAGE>
 
                               INDEX TO EXHIBITS



Exhibit Number                                          Filed Electroncially
- --------------                                           --------------------

     99   External Computational and Descriptive Information
          distributed in connection with Certificates for
          Manufactured Housing Contract Senior/Subordinate 
          Pass-Through Certificates, Series 1998-6, issued 
          by Green Tree Financial Corporation, as Seller and 
          Servicer.

<PAGE>
 
                         TERM SHEET DATED JULY 21, 1998



                        GREEN TREE FINANCIAL CORPORATION
                MANUFACTURED HOUSING CONTRACT SENIOR/SUBORDINATE
                    PASS-THROUGH CERTIFICATES, SERIES 1998-6
                           $772,000,000 (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 JULY 21, 1998

                        GREEN TREE FINANCIAL CORPORATION
                MANUFACTURED HOUSING CONTRACT SENIOR/SUBORDINATE
                    PASS-THROUGH CERTIFICATES, SERIES 1998-6
                           $772,000,000 (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         (S&P/FITCH)      @ 175% MHP      MATURITY
                  ------         -----------      ----------      --------
  To Call:
       A-1       $35,000,000     A-1+ / F-1+          0.33          03/99
       A-2       $98,000,000       AAA / AAA          1.24          07/00
       A-3       $50,000,000       AAA / AAA          2.16          02/01
       A-4      $103,200,000       AAA / AAA          3.16          07/02
       A-5      $108,100,000       AAA / AAA          5.00          12/04
       A-6       $73,200,000       AAA / AAA          7.29          01/07
       A-7       $94,700,000       AAA / AAA         10.27          02/11
       A-8      $113,800,000       AAA / AAA         15.24          01/15
       M-1       $56,000,000       AA- / AA-          9.83          01/15
       M-2       $16,000,000           A / A          9.83          01/15
       B-1       $24,000,000      BBB+ / BBB          6.06          03/07
To Maturity
       A-8      $113,800,000       AAA / AAA         16.75          12/22
       M-1       $56,000,000       AA- / AA-         10.28          12/22
       M-2       $16,000,000           A / A         10.28          12/22


OTHER CERTIFICATES:        The Class B-2 Certificates of $28,000,000 are not
                           offered hereby. They will be retained by the Seller
                           or an affiliate thereof.

                           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.


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

EXP. PRICING:              Week of July 20, 1998

EXP. SETTLEMENT:           August 13, 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 September 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.

ERISA:                     The Class A Certificates are ERISA eligible, subject
                           to the conditions set forth in the Prospectus
                           Supplement. The Class M-1, M-2, and B-1 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 Certificates and Class 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 M-2 and B-1
                           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,  M-2, B-1
                           and B-2) plus Excess Spread (Class B-3I)
                           Class M-1: 8.50% subordination (Class M-2, B-1 and
                           B-2) plus Excess Spread (Class B-3I)
                           Class M-2: 6.50% subordination (Class B-1 and B-2)
                           plus Excess Spread (Class B-3I)
                           Class B-1: 3.50% 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
                           $516,451,237.72 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 September 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, M-2
                           and B-1 Certificates, then to the distribution of
                           principal on Class A, M-1, M-2 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, M-2, B-1):  Interest will be distributable first to each Class of
                           Class A Certificates concurrently, then to the Class
                           M-1 Certificates, then to the Class M-2 Certificates
                           and then to the Class B-1 Certificates. Interest on
                           the outstanding Class A Principal Balance, Class M-1
                           Adjusted Principal Balance, Class M-2 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
                           M-2 Certificates, any accrued and unpaid Class M-2
                           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 M-2 Adjusted Principal Balance is the Class
                           M-2 Principal Balance less any Class M-2 Liquidation
                           Loss Amount. The Class M-2 Principal Balance is the
                           Original Class M-2 Principal Balance less all amounts
                           previously distributed on account of principal of the
                           Class M-2 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, M-2, B-1):  After the payment of all interest distributable to
                           Class A, Class M-1, Class M-2 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, A-6, A-7 and
                           A-8 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, (ii) if the Class M-1 Distribution Test is
                           satisfied on such Remittance Date, the Class M-1
                           Principal Balance, otherwise zero, (iii) if the Class
                           M-2 Distribution Test is satisfied on such Remittance
                           Date, the Class M-2 Principal Balance, otherwise
                           zero, and (iv) 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, (iii) if the Class M-2
                           Distribution Test is satisfied on such Remittance
                           Date, the Class M-2 Principal Balance, otherwise
                           zero, and (iv) 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 September 2002;
                           (ii) the Average Sixty-Day Delinquency Ratio Test (as
                           defined in the Agreement) as of such Remittance Date
                           must not exceed 4.00%; (iii) the Average Thirty-Day
                           Delinquency Ratio Test (as defined in the Agreement)
                           as of such Remittance Date must not exceed 6.00%;
                           (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 2.50%; and
                           (vi) the sum of the Class M-1 Principal Balance, the
                           Class M-2 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 M-2 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 has been reduced to zero or (ii)
                           the Class M-2 Distribution Test is satisfied.

                           The Class M-2 Percentage for any Remittance Date will
                           equal (a) zero, if the Class M-1 Principal Balance
                           has not yet been reduced to zero and the Class M-2
                           Distribution Test is not satisfied or (b) a fraction,
                           expressed as a percentage, the numerator of which is
                           the Class M-2 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, if any, (iii) the Class M-2
                           Principal Balance, and (iv) 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-2 Distribution Test will be satisfied if
                           each of the following tests is satisfied: (i) the
                           Remittance Date occurs in or after September 2002;
                           (ii) the Average Sixty-Day Delinquency Ratio Test (as
                           defined in the Agreement) as of such Remittance Date
                           must not exceed 4.00%; (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 6.00%; (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 2.50%; and
                           (vi) the sum of the Class M-2 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 12.75%.

                           The Class B-1 Certificateholders will be entitled to
                           receive principal on each Remittance Date on which
                           (i) the Class A Principal Balance, Class M-1
                           Principal Balance, and Class M-2 Principal 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, the
                           Class M-1 Principal Balance, and Class M-2 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,
                           (ii) the Class M-1 Principal Balance, if any, (iii)
                           the Class M-2 Principal Balance, if any, and (iv) 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 September 2002;
                           (ii) the Average Sixty-Day Delinquency Ratio Test (as
                           defined in the Agreement) as of such Remittance Date
                           must not exceed 4.00%; (iii) the Average Thirty-Day
                           Delinquency Ratio Test (as defined in the Agreement)
                           as of such Remittance Date must not exceed 6.00%;
                           (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 2.50%; (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 9.75%; and (vii) the Class B Principal Balance
                           must not be less than $16,000,000.

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, Class M-2 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, Class M-2 and Class B-1 Principal Balances
                           have been reduced to



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>
 
                           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, then the Class
                           M-2 Certificateholders and then the Class M-1
                           Certificateholders.

CONTRACTS:                 The information concerning the Initial Contracts
                           presented below is based on a pool originated through
                           July 7, 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.



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>
 
                            THE INITIAL CONTRACT POOL

          Number of MHCs in pool:                           12,886
          Wgt. Avg. Contract Rate:                           9.35%
          Range of Rates:                           4.00% - 16.75%
          Wgt. Avg. Orig. Maturity:                       310 mos.
          Range of Orig. Maturity:                     18-360 mos.
          Wgt. Avg. Rem. Maturity:                        310 mos.
          Range of Rem. Maturity:                      18-360 mos.
          Avg. Rem Princ. Balance:                      $40,078.48
          Wgt. Avg. LTV:                                    87.59%
          New/Used:                                        78%/22%
          Single/Double:                                   30%/70%
          Park/Private:                                    30%/70%

              GEOGRAPHIC DISTRIBUTION OF INITIAL CONTRACT OBLIGORS

<TABLE>
<CAPTION>

                                 % OF CONTRACT                           % OF INITIAL CONTRACT POOL
                   NUMBER        POOL BY NUMBER     AGGREGATE PRINCIPAL        BY OUTSTANDING
STATE           OF CONTRACTS  OF INITIAL CONTRACTS  BALANCE OUTSTANDING      PRINCIPAL BALANCE
- -----           ------------  --------------------  -------------------      -----------------
<S>                  <C>              <C>              <C>                          <C>  
North Carolina       1,146            8.89%            $ 49,748,479.72              9.63%
Texas                1,061            8.23%            $ 41,281,144.84              7.99%
Florida                791            6.14%            $ 33,360,742.03              6.46%
Michigan               676            5.25%            $ 32,421,882.61              6.28%
Georgia                790            6.13%            $ 31,053,711.78              6.01%
Alabama                771            5.98%            $ 26,038,664.19              5.04%
Other States (1)     7,651           59.37%            $302,546,612.55             58.59%
Total (2)           12,886          100.00%            $516,451,237.72            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.

                                       8
<PAGE>
 
              DISTRIBUTION OF ORIGINAL AMOUNTS OF INITIAL CONTRACTS

                                                           % OF INITIAL CONTRACT
ORIGINAL CONTRACT         NUMBER OF  AGGREGATE PRINCIPAL    POOL BY OUTSTANDING
AMOUNT (IN DOLLARS)(1)    CONTRACTS  BALANCE OUTSTANDING     PRINCIPAL BALANCE
- ----------------------    ---------  -------------------     -----------------
Less than $10,000.01         477       $  3,673,476.03             0.71%
$10,000.01 - $20,000.00     1,896      $ 28,973,264.61             5.61%
$20,000.01 - $30,000.00     2,715      $ 68,812,047.88            13.32%
$30,000.01 - $40,000.00     2,570      $ 88,858,747.58            17.21%
$40,000.01 - $50,000.00     1,698      $ 75,868,869.64            14.69%
$50,000.01 - $60,000.00     1,329      $ 72,703,453.11            14.08%
$60,000.01 - $70,000.00      824       $ 53,338,218.78            10.33%
$70,000.01 - $80,000.00      502       $ 37,652,783.66             7.29%
$80,000.01 - $90,000.00      327       $ 27,637,133.81             5.35%
$90,000.01 - $100,000.00     254       $ 24,093,900.58             4.67%
$100,000.01 - $110,000.00    120       $ 12,529,604.74             2.43%
$110,000.01 - $120,000.00    71        $  8,122,293.78             1.57%
$120,000.01 - $130,000.00    43        $  5,363,776.92             1.04%
$130,000.01 - $140,000.00    21        $  2,839,947.35             0.55%
$140,000.01 - $150,000.00    19        $  2,616,290.46             0.51%
$150,000.01 - $160,000.00    10        $  1,544,702.19             0.30%
$160,000.01 - $170,000.00     6        $    986,021.66             0.19%
$170,000.01 - $180,000.00     1        $    174,269.30             0.03%
$180,000.01 - $190,000.00     2        $    365,667.03             0.07%
$190,000.00 and above         1        $    296,768.61             0.06%
                              -        ---------------           -------
                           12,886      $516,451,237.72           100.00%
     Total (2)

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

(1)  The largest original Contract amount is $296,768.61, which represents
     0.06% 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.

                                       9
<PAGE>
 
                       CONTRACT RATES OF INITIAL CONTRACTS

                                                      % OF INITIAL CONTRACT POOL
RANGE OF CONTRACTS   NUMBER OF   AGGREGATE PRINCIPAL       BY OUTSTANDING
BY CONTRACT RATE     CONTRACTS   BALANCE OUTSTANDING      PRINCIPAL BALANCE
- ------------------   ---------   -------------------      -----------------
0.00% - 4.00%            1         $    106,905.86              0.02%
4.01% - 5.00%            4         $    230,219.89              0.04%
5.01% - 6.00%           37         $  2,284,635.38              0.44%
6.01% - 7.00%          1,007       $ 77,199,540.03             14.95%
7.01% - 8.00%          1,554       $ 88,261,440.82             17.09%
8.01% - 9.00%          1,920       $ 95,220,978.16             18.44%
9.01% - 10.00%         2,181       $ 89,781,669.22             17.38%
10.01% - 11.00%        2,141       $ 72,312,054.87             14.00%
11.01% - 12.00%        2,125       $ 53,892,650.28             10.44%
12.01% - 13.00%        1,220       $ 26,385,838.08              5.11%
13.01% - 14.00%         493        $  8,654,620.73              1.68%
14.01% - 15.00%         15         $    279,305.93              0.05%
15.01% - 16.00%         161        $  1,591,863.41              0.31%
16.01% - 17.00%         27         $    249,515.06              0.05%
                      ------       ---------------            -------
                      12,886       $516,451,237.72            100.00%
     Total (1)

(1)  Percentages do not add to 100% due to rounding.


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

                                                      % OF INITIAL CONTRACT POOL
                      NUMBER OF   AGGREGATE PRINCIPAL       BY OUTSTANDING
LOAN-TO-VALUE RATIO   CONTRACTS   BALANCE OUTSTANDING      PRINCIPAL BALANCE
- -------------------   ---------   -------------------      -----------------
Less than 5.000%          1         $     34,384.68              0.01%
5.001 % - 10.000%         3         $     99,961.41              0.02%
10.001 % - 15.000%        4         $    172,018.52              0.03%
15.001 % - 20.000%       15         $    300,634.24              0.06%
20.001 % - 25.000%       15         $    232,243.31              0.04%
25.001 % - 30.000%       16         $    374,241.40              0.07%
30.001 % - 35.000%       31         $    826,664.80              0.16%
35.001 % - 40.000%       33         $    671,946.96              0.13%
40.001 % - 45.000%       66         $  1,739,433.41              0.34%
45.001 % - 50.000%       87         $  2,761,653.80              0.53%
50.001 % - 55.000%       96         $  3,123,045.32              0.60%
55.001 % - 60.000%       113        $  4,208,832.55              0.81%
60.001 % - 65.000%       181        $  6,092,312.48              1.18%
65.001 % - 70.000%       268        $ 10,626,639.41              2.06%
70.001 % - 75.000%       335        $ 14,378,929.03              2.78%
75.001 % - 80.000%       997        $ 39,692,002.23              7.69%
80.001 % - 85.000%      1,367       $ 57,905,233.38             11.21%
85.001 % - 90.000%      4,383       $181,433,843.17             35.13%
90.001 % - 95.000%      4,129       $162,903,852.54             31.54%
95.001 % - 100.000%      746        $ 28,873,365.08              5.59%
                         ---        ----------------           -------
                       12,886       $516,451,237.72            100.00%
     Total(1)

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

(1)  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.

                                       10
<PAGE>
 
                REMAINING MONTHS TO MATURITY OF INITIAL CONTRACTS

                                                    % OF INITIAL CONTRACT POOL
                  NUMBER OF   AGGREGATE PRINCIPAL          BY OUTSTANDING
MONTHS REMAINING  CONTRACTS  BALANCE OUTSTANDING         PRINCIPAL BALANCE
- ----------------  ---------  -------------------         -----------------
Less than 31          8        $     48,853.69                 0.01%
31 - 60              254       $  2,215,626.27                 0.43%
61 - 90              312       $  4,293,502.55                 0.83%
91 - 120             872       $ 14,107,636.75                 2.73%
121 - 150            316       $  6,778,197.84                 1.31%
151 - 180           1,845      $ 44,662,339.51                 8.65%
181 - 210            76        $  2,883,154.58                 0.56%
211 - 240           2,018      $ 64,048,700.56                12.40%
241 - 270            31        $  1,535,925.86                 0.30%
271 - 300           1,113      $ 39,946,973.31                 7.73%
301 - 330            33        $  2,034,559.65                 0.39%
331 - 360           6,008      $333,895,767.15                64.65%
                   ------      ----------------              -------
                   12,886      $516,451,237.72               100.00%
     Total (1)

(1)   Percentages do not add to 100% due to rounding.



                    YEARS OF ORIGINATION OF INITIAL CONTRACTS

                                                         % OF INITIAL CONTRACT
                         NUMBER OF  AGGREGATE PRINCIPAL   POOL BY OUTSTANDING
YEAR OF ORIGINATION (1)  CONTRACTS  BALANCE OUTSTANDING    PRINCIPAL BALANCE
- -----------------------  ---------  -------------------  ---------------------
         1988                 2        $     54,531.36           0.01%
         1989                 6        $     92,772.80           0.02%
         1990                 2        $     53,708.11           0.01%
         1991                 3        $     40,321.98           0.01%
         1992                 7        $    190,601.71           0.04%
         1993                 6        $    203,264.97           0.04%
         1994                37        $  1,650,615.70           0.32%
         1995                45        $  2,527,615.53           0.49%
         1996                82        $  4,812,377.18           0.93%
         1997                109       $  8,560,336.55           1.66%
         1998              12,587      $498,265,091.83          96.48%
                           ------      ---------------         -------
                           12,886      $516,451,237.72         100.00%
          Total (2)

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

(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.

(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.

                                       11
<PAGE>
 
                         MHP PREPAYMENT SENSITIVITIES(1)

                100% MHP        125% MHP        150% MHP        175% MHP
              WAL/MATURITY    WAL/MATURITY    WAL/MATURITY    WAL/MATURITY
To Call
A-1            0.47  07/99     0.41  05/99     0.37  04/99     0.33  03/99
A-2            1.81  05/01     1.57  01/01     1.38  09/00     1.24  07/00
A-3            3.20  05/02     2.75  10/01     2.41  06/01     2.16  02/01
A-4            4.76  08/04     4.07  10/03     3.56  02/03     3.16  07/02
A-5            7.66  02/08     6.59  11/06     5.76  11/05     5.00  12/04
A-6           10.93  02/11     9.47  07/09     8.32  03/08     7.29  01/07
A-7           14.84  03/16    13.06  03/14    11.60  07/12    10.27  02/11
A-8           20.67  07/20    18.63  06/18    16.86  09/16    15.24  01/15
M-1           13.50  07/20    11.91  06/18    10.62  09/16     9.83  01/15
M-2           13.50  07/20    11.91  06/18    10.62  09/16     9.83  01/15
B-1            8.54  09/10     7.32  02/09     6.42  11/07     6.06  03/07
To Maturity
A-8           22.04  09/26    20.17  09/25    18.38  06/24    16.75  12/22
M-1           13.89  09/26    12.33  09/25    11.05  06/24    10.28  12/22
M-2           13.89  09/26    12.33  09/25    11.05  06/24    10.28  12/22


                200% MHP        250% MHP        300% MHP        350% MHP
              WAL/MATURITY    WAL/MATURITY    WAL/MATURITY    WAL/MATURITY
To Call
A-1            0.30  03/99     0.26  02/99     0.23  01/99    0.20  01/99
A-2            1.12  05/00     0.95  02/00     0.82  11/99    0.73  10/99
A-3            1.96  11/00     1.67  07/00     1.45  04/00    1.28  02/00
A-4            2.85  02/02     2.39  07/01     2.08  03/01    1.84  11/00
A-5            4.38  02/04     3.55  12/02     3.04  04/02    2.67  10/01
A-6            6.42  02/06     5.07  07/04     4.11  06/03    3.53  08/02
A-7            9.13  11/09     7.35  09/07     6.01  02/06    4.94  11/04
A-8           13.82  07/13    11.53  03/11     9.74  05/09    8.36  01/08
M-1            9.20  07/13     8.22  03/11     7.47  05/09    6.90  01/08
M-2            9.20  07/13     8.22  03/11     7.47  05/09    6.90  01/08
B-1            5.84  09/06     5.50  12/05     5.26  06/05    5.08  01/05
To Maturity
A-8           15.26  06/21    12.79  06/18    10.82  11/15    9.24  09/13
M-1            9.67  06/21     8.70  06/18     7.97  11/15    7.40  09/13
M-2            9.67  06/21     8.70  06/18     7.97  11/15    7.40  09/13

(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 120              $11,329,854.07          103              103           11.523%
121 to 180            $28,210,685.07          174              174           10.823%
181 to 240            $36,774,258.32          237              237           10.301%
241 to 300            $22,797,136.29          298              298           10.207%
301 to 360           $184,436,828.53          359              359            8.688%
                     ---------------          ---              ---           -------
     Total           $283,548,762.28          310              310            9.345%

</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.

                                       12


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