<PAGE>
Filed pursuant to Rule 424(b)(3)
File No. 333-63265
SUPPLEMENT TO PROSPECTUS SUPPLEMENT DATED OCTOBER 28, 1998
(TO PROSPECTUS DATED JULY 22, 1998)
$1,201,500,000 (APPROXIMATE)
GREEN TREE
SELLER AND SERVICER
MANUFACTURED HOUSING CONTRACT SENIOR/SUBORDINATE PASS-THROUGH CERTIFICATES
SERIES 1998-8
The Certificates will consist of seven classes, but we are offering only the
following classes now:
<TABLE>
<CAPTION>
APPROXIMATE UNDERWRITING PROCEEDS TO
CLASS REMITTANCE RATE PRINCIPAL AMOUNT(1) PRICE TO PUBLIC(2) DISCOUNT COMPANY(3)
----- --------------- ------------------- ------------------ ------------ -----------------
<S> <C> <C> <C> <C> <C>
A-1 6.28% $1,130,625,000 99.9802131% 0.4075% $1,125,793,987.49
M-1 6.98%(4) $ 70,875,000 99.9531250% 0.6500% $ 70,381,089.84
-------------- -----------------
Total $1,201,500,000 $1,196,175,077.33
============== =================
</TABLE>
--------
(1) May vary plus or minus 5%.
(2) Plus any accrued interest beginning on December 3, 1998.
(3) Before deducting expenses, which we estimate to be $515,000.
(4) 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 THIS
PROSPECTUS SUPPLEMENT AND ON PAGE 9 IN THE PROSPECTUS.
THIS SUPPLEMENT RELATES TO THE OFFERING OF THE CLASS M-1 CERTIFICATES BUT
DOES NOT CONTAIN COMPLETE INFORMATION ABOUT THE CLASS M-1 CERTIFICATES.
ADDITIONAL INFORMATION IS CONTAINED IN THE ACCOMPANYING PROSPECTUS SUPPLEMENT
DATED OCTOBER 28, 1998 PREPARED IN CONNECTION WITH THE OFFERING OF CLASS A-1
CERTIFICATES AND IN THE RELATED PROSPECTUS DATED JULY 22, 1998. PROSPECTIVE
PURCHASERS ARE URGED TO READ THIS SUPPLEMENT, THE PROSPECTUS 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 3, 1998.
The underwriters 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-6 in this supplement, on page S-53
in the prospectus supplement and on page 58 in the prospectus.
Lehman Brothers Inc. will purchase the Class M-1 Certificates 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. The Class M-1
Certificates are offered hereby, subject to receipt and acceptance by Lehman
and its right to reject any order in whole or in part. The remittance rate for
the Class M-1 Certificates on pages S-3, S-33 and S-34 of the prospectus
supplement should be disregarded and replaced with the following remittance
rate: 6.98%(or the weighted average of the rates on the contracts in the
contract pool, if less).
This supplement may be used to offer or sell the certificates only if
accompanied by the prospectus supplement and prospectus.
UNDERWRITERS OF THE SECURITIES (OTHER THAN THE CLASS M-1 CERTIFICATES)
MERRILL LYNCH & CO.
LEHMAN BROTHERS
SALOMON SMITH BARNEY
UNDERWRITER OF THE CLASS M-1 CERTIFICATES
LEHMAN BROTHERS
The date of this supplement is November 30, 1998
<PAGE>
The rating of Baa3 on the Class B-2 Certificates by Moody's as listed on
page S-3 of the Prospectus Supplement should be replaced with the following
rating: Ba1.
The following information supercedes the information in the Prospectus
Supplement under the heading "Summary of the Terms of the Offered
Certificates--Ratings."
Ratings........................ The Certificates will not be issued and sold
unless Standard & Poor's Ratings Services, a
division of the McGraw-Hill Companies, Inc.
("S&P"), and Moody's Investors Service, Inc.
("Moody's") have assigned the ratings
specified on page S-3 (or better) to the
Certificates.
The rating of each class of Certificates by
S&P and Moody's addresses the likelihood of
timely receipt of interest and ultimate
receipt of principal. A security rating is
not a recommendation to buy, sell or hold
securities and may be subject to revision or
withdrawal at any time by the assigning
rating agency. The ratings of the Class B-2
Certificates are based in part on an
assessment of the Company's ability to make
payments under the Limited Guarantee. The
Company's senior debt securities were
recently downgraded by Moody's to "Ba1."
The Company has not requested a rating of the
Certificates from any rating agencies other
than S&P and Moody's. You cannot assume that
no other rating agency will assign a rating
to any of these Certificates, nor can you
assume what any such rating, if issued, would
be.
SS-2
<PAGE>
The following information supplements, and to the extent inconsistent
supersedes, the information in the Prospectus Supplement under the heading
"Green Tree Financial Corporation."
GREEN TREE FINANCIAL CORPORATION
DELINQUENCY, LOAN LOSS AND REPOSSESSION EXPERIENCE
The following table sets forth the delinquency experience for the periods
indicated of the portfolio of conventional manufactured housing contracts
serviced by the Company (other than contracts already in repossession). The
Company has from time to time subserviced manufactured housing contracts
originated by other lenders. These subserviced contracts are not reflected in
the following table.
DELINQUENCY EXPERIENCE
<TABLE>
<CAPTION>
AT DECEMBER 31, AT SEPTEMBER 30,
------------------------------------------- ----------------
1993 1994 1995 1996 1997 1998
------- ------- ------- ------- ------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Number of Contracts
Outstanding (1)........ 237,566 322,495 416,436 503,076 584,814 637,342
Number of Contracts
Delinquent (2):
30-59 Days............ 2,030 2,809 4,404 6,475 6,567 7,825
60-89 Days............ 657 903 1,571 2,121 2,382 2,990
90 Days or More....... 1,167 1,440 2,426 3,668 4,016 4,626
Total Contracts
Delinquent............. 3,854 5,152 8,401 12,264 12,965 15,441
Delinquencies as a
Percent of Contracts
Outstanding (3)........ 1.62% 1.60% 2.02% 2.44% 2.22% 2.42%
</TABLE>
- --------
(1) Excludes contracts already in repossession.
(2) The period of delinquency is based on the number of days payments are
contractually past due (assuming 30-day months). Consequently, a contract
due on the first day of a month is not 30 days delinquent until the first
day of the next month. The information for December 31, 1996, December 31,
1997 and September 30, 1998 does not include as delinquent those
manufactured housing contracts whose obligors have entered bankruptcy
proceedings and had their scheduled payment changed under a bankruptcy
payment plan, provided that such obligors are current under their
bankruptcy payment plan.
(3) By number of contracts.
SS-3
<PAGE>
The following table sets forth the loan loss and repossession experience
for the periods indicated of the portfolio of conventional manufactured housing
contracts serviced by the Company. The Company has from time to time
subserviced manufactured housing contracts originated by other lenders. These
subserviced contracts are not reflected in the following table.
LOAN LOSS/REPOSSESSION EXPERIENCE
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
AT DECEMBER 31, AT SEPTEMBER 30,
------------------------------------------------------------- ----------------
1993 1994 1995 1996 1997 1998
---------- ---------- ----------- ----------- ----------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Number of Contracts
Serviced (1)........... 238,951 324,141 419,090 507,539 590,327 642,387
Principal Balance of
Contracts
Serviced (1)........... $4,630,659 $7,033,882 $10,182,676 $13,553,080 $17,038,136 $19,533,619
Contract Liquida-
tions (2).............. 1.77% 1.44% 1.45% 2.01% 2.72% 2.96%
Net Losses:
Dollars (3)........... $ 42,547 $ 42,402 $ 55,162 $ 98,632 $ 180,699 $ 162,004
Percentage (4)........ .92% .60% .54% .73% 1.06% .83%
</TABLE>
- --------
(1) As of period end. Includes contracts already in repossession.
(2) As a percentage of the total number of contracts being serviced as of
period end.
(3) The calculation of net loss includes unpaid interest to the date of
repossession and all expenses of repossession and liquidation.
(4) As a percentage of the principal balance of contracts being serviced as of
period end.
The data presented in the foregoing tables are for illustrative purposes
only and there is no assurance that the delinquency, loan loss or repossession
experience of the Contracts will be similar to that set forth above. The
delinquency, loan loss and repossession experience of manufactured housing
contracts historically has been sharply affected by a downturn in regional or
local economic conditions. These regional or local economic conditions are
often volatile, and no predictions can be made regarding future economic
conditions in any particular area. These downturns have tended to increase the
severity of loss on repossession because of the increased supply of used units,
which in turn may affect the supply in other regions. In order to achieve
geographic dispersion and to limit the effect of regional and local economic
conditions on the Contract Pool, Contracts with Obligors located in any one
state generally will not exceed 10% of the Cut-off Date Pool Principal Balance
(although it is possible that one or more states would exceed this threshold
after the transfer of all Subsequent Contracts).
SS-4
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES FOR THE COMPANY
Set forth below are the Company's ratios of earnings (losses) to fixed
charges for the past five years and the nine months ended September 30, 1998.
For the purposes of compiling these ratios, earnings (losses) consist of
earnings (losses) before income taxes plus fixed charges. Fixed charges consist
of interest expense and the interest portion of rent expense.
<TABLE>
<CAPTION>
NINE MONTHS
ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
------------------------ -------------
1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- -------------
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings (Losses) to Fixed
Charges............................... 4.81 7.98 7.90 5.44 3.94 (.53)*
</TABLE>
- --------
* On July 6, 1998, Conseco announced a second-quarter charge of $498 million,
net of income taxes, related to the acquisition of Green Tree. The charges
are directly related to (1) $148 million in merger-related costs, and (2) a
$350 million non-cash supplemental reserve against the valuation of Green
Tree's interest-only securities and servicing rights. As a result, the ratio
of earnings (losses) to fixed charges was less than 1.00 for the nine months
ended September 30, 1998 and earnings were inadequate to cover fixed charges
for such period. The amount of the coverage deficiency for such period was
approximately $251,600,000.
SS-5
<PAGE>
The following information supplements the information in the Prospectus
Supplement under the heading "Underwriting."
UNDERWRITING
The Underwriter named below has agreed, subject to the terms and conditions
of the Underwriting Agreement, to purchase from the Company the Class M-1
Certificates as set forth below.
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF
CLASS M-1
UNDERWRITER CERTIFICATES
----------- ------------
<S> <C>
Lehman Brothers Inc. .................................... $70,875,000
-----------
Total................................................. $70,875,000
===========
</TABLE>
In the Underwriting Agreement, the Underwriter has agreed, subject to the
terms and conditions set forth therein, to purchase all of the Class M-1
Certificates offered hereby if any Class M-1 Certificates are purchased. In the
event of default by an Underwriter, the Underwriting Agreement provides that,
in certain circumstances, the Underwriting Agreement may be terminated.
Green Tree has been advised by the Underwriter that it proposes initially
to offer the Class M-1 Certificates to the public at the offering price set
forth on the cover page of this Supplement. The Class M-1 Certificates are
offered subject to prior sale, when, as and if issued by the Trust and accepted
by the Underwriters and subject to their right to reject orders in whole or in
part. The Underwriter will purchase the Class M-1 Certificates at the discount
specified on the cover page of this supplement.
Green Tree initially will retain the Class M-2, Class B-1 and Class B-2
Certificates, but may sell any or all of these Certificates at a later date.
Until the distribution of the Class M-1 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 Class M-1 Certificates. As an
exception to these rules, the Underwriter is permitted to engage in certain
transactions that stabilize the price of the Class M-1 Certificates. Such
transactions consist of bids or purchases for the purpose of pegging, fixing or
maintaining the price of the Class M-1 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 Class M-1 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-6
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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.
$1,201,500,000 (APPROXIMATE)
[GreenTree Logo]
SELLER AND SERVICER
MANUFACTURED HOUSING CONTRACT
SENIOR/SUBORDINATE PASS-THROUGH
CERTIFICATES, SERIES 1998-8
$1,130,625,000 (APPROXIMATE) 6.28% CLASS
A-1
$ 70,875,000 (APPROXIMATE) 6.98% CLASS M-1
-----------------------------------
SUPPLEMENT TO
PROSPECTUS SUPPLEMENT
DATED OCTOBER 28, 1998
-----------------------------------
UNDERWRITERS OF THE SECURITIES (OTHER THAN THE CLASS M-1 CERTIFICATES)
MERRILL LYNCH & CO.
LEHMAN BROTHERS
SALOMON SMITH BARNEY
UNDERWRITER OF THE CLASS M-1 CERTIFICATES
LEHMAN BROTHERS
NOVEMBER 30, 1998
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
