GREEN TREE FINANCIAL CORP
8-K, 1999-06-07
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):  June 4, 1999



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

          Delaware                      01-08916                41-1807858
- ----------------------------    ------------------------    -------------------
(State or other Jurisdiction    (Commission File Number)     (I.R.S. Employer
     of incorporation)                                      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:  (651) 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 Accounting.
- -------  ---------------------------------------------

         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


                                       2


<PAGE>

          (c)  Exhibits.

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

               Exhibit No.        Description
               -----------        -----------

                   99.1           Term Sheet dated June 4, 1999,
                                  distributed in connection with $600,000,000
                                  Recreational, Equipment and Consumer Trust
                                  1999-A, 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.

Date: June 7, 1999                  GREEN TREE FINANCIAL CORPORATION


                                    By: /s/ Scott T. Young
                                       _____________________________
                                       Scott T. Young
                                       Senior Vice President and Controller



                                       3
<PAGE>

  INDEX TO EXHIBITS


  Exhibit
  -------
  Number
  ------

   99.1          Term Sheet dated June 4, 1999,
                 distributed in connection with $600,000,000
                 Recreational, Equipment and Consumer Trust 1999-A,
                 issued by Green Tree Financial Corporation, as
                 Seller and Servicer.


                                       4




<PAGE>

                          TERM SHEET DATED JUNE 4, 1999
                           $600,000,000 (Approximate)
       Green Tree Recreational, Equipment & Consumer Trust 1999-A (Issuer)
             Green Tree Financial Corporation (Seller and Servicer)

To 10% Call:
- ------------
<TABLE>
<CAPTION>
                   Approx.        Avg. Life                                                       Exp. Ratings
  Class          Class Size        to Call         Type       Day Count         Expected Final      (S&P/Fitch)
  -----          ----------        -------         ----       ---------         --------------      -----------
<S>             <C>                 <C>            <C>         <C>                  <C>               <C>
Class A-1       $45,000,000         0.17           Fixed       Actual/360           10/99           A-1+/F-1+
Class A-2        61,500,000         0.50           Fixed       Actual/360           3/00             AAA/AAA
Class A-3        84,500,000         1.00           Fixed       Actual/360           10/00            AAA/AAA
Class A-4       155,000,000         2.00           Fixed         30/360             4/02             AAA/AAA
Class A-5        35,000,000         3.00           Fixed         30/360             9/02             AAA/AAA
Class A-6       111,000,000         4.11           Fixed         30/360             9/04             AAA/AAA
Class M-1        31,500,000         5.68           Fixed         30/360             9/05              AA/AA
Class M-2        30,000,000         6.75           Fixed         30/360             6/06               A/A
Class B-1        21,000,000         6.97           Fixed         30/360             6/06             BBB/BBB
Class B-2        25,500,000         6.97           Fixed         30/360             6/06            BBB-/BBB+
</TABLE>



To Maturity:
- ------------
<TABLE>
<CAPTION>
                    Approx.        Avg. Life                                                       Exp. Ratings
    Class         Class Size      to Maturity       Type        Day Count      Expected Final       (S&P/Fitch)
    -----         ----------      -----------       ----        ---------      --------------       -----------
<S>               <C>                <C>            <C>          <C>                <C>               <C>
Class M-2         30,000,000         6.90           Fixed        30/360             2/07                A/A
Class B-1         21,000,000         8.34           Fixed        30/360             8/08              BBB/BBB
Class B-2         25,500,000        10.69           Fixed        30/360             5/13             BBB-/BBB+
</TABLE>


SELLER/SERVICER:      Green Tree Financial Corporation
TRANSACTION:          Green Tree Recreational, Equipment & Consumer Trust 1999-A
INDENTURE TRUSTEE:    U.S. Bank Trust National Association
OWNER TRUSTEE:        Wilmington Trust Company
UNDERWRITERS:         Banc of America Securities LLC (Lead Manager)
                      Chase Securities Inc. (Co-Manager)
                      J.P. Morgan & Co. (Co-Manager)
CUT-OFF DATE:         May 31, 1999 (or the date of  origination,  if later)
                      for all Initial and Additional
                      Contracts.
EXP. PRICING:         On or about June 8, 1999
EXP. SETTLEMENT:      June 25, 1999
DISTRIBUTION DATE:    The  15th  day of each  month (or if such 15th day is not
                      a business day, the next succeeding business day),
                      commencing on July 15, 1999
MONEY
MARKET ELIGIBILITY    The Class A-1 Notes 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 Notes under Rule 2a-7 and
                      the fund's investment policies and
                      objectives.
ERISA:                Class A-1 through M-2 are ERISA eligible.
                      Class B-1 and Class B-2 are NOT ERISA eligible.
OPTIONAL REDEMPTION:  10% Clean-up Call


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<PAGE>

                             Prepayment Assumptions:
     Asset Type                          Base Case Prepayment Rate
     ----------                          -------------------------
     Horse Trailers                              18% CPR
     Keyboard Instruments                        18% CPR
     Recreational Vehicles                       18% CPR
     Marine Products                           100% PPC(1)
     Motorcycle                                  25% CPR
     Sport Vehicles                              25% CPR

(1) The 100% PPC assumes a conditional prepayment rate for the first month of
1.50% per annum of the then outstanding principal balance and an additional
1.50% (precisely, 18%/12) per annum in each month thereafter until the twelfth
month. Beginning in the twelfth month and in each month thereafter, the
conditional prepayment rate is 18%.

DESCRIPTION OF THE SECURITIES:

CREDIT ENHANCEMENT: Class A-1 through A-6:  18.0% subordination (Class M-1, M-2,
                                            B-1, and B-2) plus Excess Spread
                    Class M-1:              12.75%  subordination (Class M-2,
                                            B-1 and B-2) plus Excess Spread
                    Class M-2:              7.75% subordination (Class B-1 and
                                            B-2) plus Excess Spread
                    Class B-1:              4.25% subordination (Class B-2) plus
                                            Excess Spread
                    Class B-2:              Limited Guaranty plus Excess Spread

DISTRIBUTIONS:      The Amount Available will generally consist of payments on
                    or in respect of the Contracts.

                    On each Distribution Date, the Servicer shall instruct the
                    Indenture Trustee to distribute from the Collection Account
                    the Amount Available in generally the following order of
                    priority.

                    1.   If Green Tree or an affiliate is no longer the
                         Servicer, then to the Servicer, the Monthly Servicing
                         Fee for the related Monthly Period.

                    2.   To the Servicer, reimbursement for advances made with
                         respect to delinquent payments that were recovered
                         during the prior Monthly Period.

                    3.   All accrued interest on the Senior Notes (Class A-1,
                         Class A-2, Class A-3, Class A-4, Class A-5 and Class
                         A-6 Notes).

                    4.   All accrued interest on the Class M-1 Notes.

                    5.   All accrued interest on the Class M-2 Notes.

                    6.   All accrued interest on the Class B-1 Certificates.

                    7.   All principal due on the Class A Notes (Class A-1,
                         Class A-2, Class A-3, Class A-4, Class A-5 and Class
                         A-6 Notes to be paid sequentially).

                    8.   All principal due on the Class M-1 Notes, if the Class
                         A Notes have been paid in full.

                    9.   All principal due on the Class M-2 Notes, if the Class
                         A Notes and Class M-1 Notes have been paid in full.

                    10.  All principal due on the Class B-1 Certificates, if the
                         Notes have been paid in full.

                    11.  All accrued interest on the Class B-2 Certificates.

                    12.  The principal due for payment to the Class B-2
                         Certificates, if the Notes and the Class B-1
                         Certificates have been paid in full.

                    13.  To Green Tree, any remaining amount as the Monthly
                         Servicing and Guaranty Fee.


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<PAGE>

DESCRIPTION OF THE NOTES:

INTEREST:           Interest on the outstanding Class A Principal Balance, the
                    Class M-1 Adjusted Principal Balance (defined below), and
                    the Class M-2 Adjusted Principal Balance (defined below)
                    will accrue from the Settlement Date, or from the most
                    recent Distribution Date on which interest has been paid, to
                    but excluding the following Distribution Date, at the
                    applicable interest rate for such Class. The "Principal
                    Balance" of any Class of Notes as of any Distribution Date
                    will be the initial Principal Balance of such Class minus
                    all amounts previously distributed to the Noteholders of
                    such Class in respect of principal. Interest on the Class
                    A-1, Class A-2, and Class A-3 Notes will be calculated on
                    the basis of actual days elapsed in a 360-day year. Interest
                    on all other Classes of Notes will be calculated on the
                    basis of 360-day year of twelve 30-day months.

Class A Notes:      Interest will be paid on the Class A Notes on each
                    Distribution Date, to the extent of the Amount Available. In
                    the event the Amount Available is not sufficient to make a
                    full distribution of Interest on the Class A Notes, the
                    funds available will be applied pro rata to each of the
                    Class A Notes based on the amount payable to each such
                    Class, and the amount of the shortfall will be added pro
                    rata to the amount of interest payable on the Class A Notes
                    on the next Distribution Date. Any amount so carried forward
                    will bear interest at the applicable interest rate, to the
                    extent legally permissible.

Class M-1 Notes:    Interest will be paid on the Class M-1 Notes on
                    each Distribution Date, to the extent of the Amount
                    Available on such Distribution Date after payment of
                    interest on the Class A Notes. The "Class M-1 Adjusted
                    Principal Balance" as of any Distribution Date is the Class
                    M-1 Principal Balance less any Class M-1 Liquidation Loss
                    Amount (defined below).

                    In the event the remaining Amount Available is not
                    sufficient to make a full distribution of interest on the
                    Class M-1 Notes, the amount of the shortfall will be carried
                    forward and added to the amount of interest payable on the
                    Class M-1 Notes on the next Distribution Date. Any amount so
                    carried forward will bear interest at the applicable
                    interest rate, to the extent legally permissible.

Class M-2 Notes:    Interest will be paid on the Class M-2 Notes on each
                    Distribution Date, to the extent of the Amount Available on
                    such Distribution Date after payment of interest on the
                    Class A and Class M-1 Notes. The "Class M-2 Adjusted
                    Principal Balance" as of any Distribution Date is the Class
                    M-2 Principal Balance less any Class M-2 Liquidation Loss
                    Amount.

                    In the event the remaining Amount Available is not
                    sufficient to make a full distribution of interest on the
                    Class M-2 Notes, the amount of the shortfall will be carried
                    forward and added to the amount of interest payable on the
                    Class M-2 Notes on the next Distribution Date. Any amount so
                    carried forward will bear interest at the applicable
                    interest rate, to the extent legally permissible.

PRINCIPAL:          Noteholders will be entitled to receive on each Distribution
                    Date as payment of principal, in the manner and order of
                    priority set forth below, an amount equal to the Formula
                    Principal Distribution Amount for such Distribution Date.
                    Such amount will be paid as principal on the Class A-1 Notes
                    until the Class A-1 Notes have been paid in full, then on
                    the Class A-2 Notes until the Class A-2 Notes have been paid
                    in full and so on until the Class M-2 Notes have been paid
                    in full.

                    The "Formula Principal Distribution Amount" with respect to
                    any Distribution Date will be an amount equal to the sum of
                    the following amounts with respect to the


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<PAGE>

                    related Monthly Period, in each case computed in accordance
                    with the method specified in each Contract.

                     (i) all scheduled payments of principal due on each
                         outstanding Contract during the related Monthly Period
                         (after adjustments for previous Partial Principal
                         Prepayments and after any adjustments to a contract's
                         amortization schedule as a result of a bankruptcy or
                         similar proceeding involving the related Obligor), plus

                    (ii) the Scheduled Principal Balance of each Contract which,
                         during the related Monthly Period, was purchased by
                         Green Tree pursuant to the Sale and Servicing Agreement
                         due to a breach of a representation or warranty, plus

                   (iii) all Partial Principal Prepayments applied and all
                         Principal Prepayments in Full received on Contracts
                         during the related Monthly Period, plus

                    (iv) the Scheduled Principal Balance of each Contract that
                         became a Liquidated Contract during the related Monthly
                         Period plus the amount of any reduction in the
                         outstanding principal balance of a Contract during such
                         Monthly Period ordered as a result of a bankruptcy or
                         similar proceeding involving the related Obligor, plus

                    (v)  without duplicating the foregoing, all collections in
                         respect of principal on the Contracts received during
                         the current month up to and including the third
                         business day prior to such Distribution Date (but in no
                         event later than the 10th day of the month in which
                         such Distribution Date occurs), minus

                    (vi) the amount, if any, included in the Formula Principal
                         Distribution Amount for the preceding Distribution Date
                         by virtue of clause (v) above.

                    In the event the remaining Amount Available for such
                    Distribution Date after payment of interest on the Notes is
                    not sufficient to make a full distribution of the Formula
                    Principal Distribution Amount, the amount of such deficiency
                    will be added to the amount of principal payable for the
                    next Distribution Date.


                    A "Liquidated Contract" means any Defaulted Contract as to
                    which the Servicer has determined that all amounts which it
                    expects to recover from or on account of such Contract
                    through the date of disposition of the related Product have
                    been recovered or any Defaulted Contract in respect of which
                    the related Product has been realized upon and disposed of
                    and the proceeds of such disposition have been received. A
                    "Defaulted Contract" is any Contract as to which the
                    Servicer has commenced repossession procedures or assigned
                    such Contract to a third party for repossession or other
                    enforcement, but which has not become a Liquidated Contract.

DESCRIPTION OF THE CERTIFICATES:


DISTRIBUTIONS:      Certificateholders will be entitled to receive on each
                    Distribution Date commencing in July 1999, to the extent
                    that the remaining Amount Available is sufficient therefor,
                    distributions of interest and principal in the manner and
                    order of priority set forth below. Interest will be
                    calculated on the Certificates on the basis of a 360-day
                    year of twelve 30-day months.

CLASS B-1 INTEREST: Interest on the outstanding Class B-1 Adjusted Principal
                    Balance (defined below) will accrue from the Settlement
                    Date, or the most recent Distribution Date on which interest
                    has been paid, to but excluding the following Distribution
                    Date at the pass-through rate applicable to such Class. The
                    "Class B-1 Principal Balance" is the initial Class B-1
                    Principal Balance less the sum of all principal amounts
                    previously distributed



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<PAGE>

                    on the Class B-1 Notes. The "Class B-1 Adjusted Principal
                    Balance" as of any Distribution Date is the Class B-1
                    Principal Balance less any Class B-1 Liquidation Loss
                    Amount.

                    Interest will be paid on the B-1 Certificates on each
                    Distribution Date to the extent of the Amount Available on
                    such Distribution Date, after payment of interest on the
                    Notes.

                    In the event the remaining Amount Available is not
                    sufficient to make a full distribution of interest on the
                    Class B-1 Certificates, the amount of the shortfall will be
                    carried forward and added to the amount of interest payable
                    on the Class B-1 Certificates on the next Distribution Date.
                    Any amount so carried forward will bear interest at the
                    applicable pass-through rate, to the extent legally
                    permissible.

CLASS B-1 PRINCIPAL:No distributions of principal on the Class B-1 Certificates
                    will be payable until all of the Notes have been paid in
                    full. On each Distribution Date commencing on the
                    Distribution Date on which the Notes are paid in full,
                    principal will be paid on the Class B-1 Certificates in an
                    amount equal to the Formula Principal Distribution Amount
                    for such Distribution Date, to the extent of the Amount
                    Available on such Distribution Date after payment of all
                    principal and interest on the Notes and interest on the
                    Class B-1 Certificates.


CLASS B-2 INTEREST: Interest on the outstanding Class B-2 Principal Balance
                    (defined below) will accrue from the Settlement Date, or the
                    most recent Distribution Date on which interest has been
                    paid, to but excluding the following Distribution Date at
                    the pass-through rate applicable to such Class. The "Class
                    B-2 Principal Balance" is the initial Class B-2 Principal
                    Balance less the sum of all principal amounts previously
                    distributed on the Class B-2 Notes.

                    Interest will be paid on the Class B-2 Certificates on each
                    Distribution Date to the extent of funds available on such
                    Distribution Date, after payment of all interest and
                    principal on the Notes and the Class B-1 Certificates.

                    In the event the remaining funds available are not
                    sufficient to make a full distribution of interest on the
                    Class B-2 Certificates, the amount of the shortfall will be
                    carried forward and added to the amount of interest payable
                    on the next Distribution Date. Any amount so carried forward
                    will bear interest at the applicable pass-through rate, to
                    the extent legally permissible.

CLASS B-2 PRINCIPAL:No distributions of principal on the Class B-2 Certificates
                    will be payable until all of the Notes and Class B-1
                    Certificates have been paid in full (other than a Class B-2
                    Liquidation Loss Amount paid by Green Tree pursuant to the
                    Limited Guaranty). On each Distribution Date commencing on
                    the Distribution Date on which the Class B-1 Certificates
                    are paid in full, principal will be paid on the Class B-2
                    Certificates in an amount equal to the Formula Principal
                    Distribution Amount for such Distribution Date, to the
                    extent of funds available on such Distribution Date after
                    payment of interest on the Class B-2 Certificates.


LIMITED GUARANTY:   In order to mitigate the effect of the subordination of the
                    Class B-2 Certificates and the effect of liquidation losses
                    and delinquencies on the Contracts, the Class B-2
                    Certificateholders are entitled to receive on each
                    Distribution Date the amount equal to the Guaranty Payment,
                    if any, under Green Tree's Limited Guaranty. The Guaranty
                    Payment for any Distribution Date will equal the difference,
                    if any, between the Class B-2 Distributable Amount and the
                    remaining funds available in the


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<PAGE>

                    Collection Account after payment of all interest and
                    principal on the Notes and Class B-1 Certificates. The
                    "Class B-2 Distributable Amount" equals the unpaid and
                    accrued interest on the Class B-2 Certificates, plus on each
                    Distribution Date commencing on the Distribution Date on
                    which the Class B-1 Certificates are paid in full, principal
                    in an amount equal to the Formula Principal Distribution
                    Amount for such Distribution Date (less, on the Distribution
                    Date on which the Class B-1 Certificates are paid in full,
                    the portion thereof payable on the Class B-1 Certificates),
                    plus any Class B-2 Liquidation Loss Amount for such
                    Distribution Date. If Green Tree should fail to pay such
                    amount or if the Limited Guaranty is exhausted by such
                    current and previous charges, however, the Class B-2
                    Principal Balance would not be reduced and interest would
                    continue to accrue on the full Class B-2 Principal Balance.
                    Class B-2 Certificateholder would, however, be entitled to
                    receive such unpaid amount as part of the Formula Principal
                    Distribution Amount prior to any payment of the Monthly
                    Servicing and Guaranty Fee to Green Tree on any subsequent
                    Distribution Date.

LOSSES ON
LIQUIDATED
CONTRACTS:          In the event the Amount Available for any Distribution Date
                    is insufficient to distribute the full Formula Principal
                    Distribution Amount for such Distribution Date to the
                    Noteholders and the Certificateholders, the aggregate
                    outstanding Principal Balance of the Notes and Certificates
                    will be greater than the Pool Scheduled Principal Balance
                    for such Distribution Date. In such event, the amount of
                    such deficiency (the "Liquidation Loss Amount") would be
                    allocated first to the Class B-2 Certificates (a "Class B-2
                    Liquidation Loss Amount"), and Green Tree would be obligated
                    to pay the amount of such Class B-2 Liquidation Loss Amount
                    to the Class B-2 Certificateholders pursuant to the Limited
                    Guaranty (as described above).

                    If the Class B-2 Principal Balance were reduced to zero, any
                    further Liquidation Loss Amounts realized would be allocated
                    to reduce the Class B-1 Adjusted Principal Balance (a "Class
                    B-1 Liquidation Loss Amount").

                    If the Class B-1 Adjusted Principal Balance were reduced to
                    zero, any further Liquidation Loss Amounts realized would be
                    allocated to reduce the Class M-2 Adjusted Principal Balance
                    (a "Class M-2 Liquidation Loss Amount").

                    If the Class M-2 Adjusted Principal Balance were reduced to
                    zero, any further Liquidation Loss Amounts realized would be
                    allocated to reduce the Class M-1 Adjusted Principal Balance
                    (a "Class M-1 Liquidation Loss Amount").

                    Any such Liquidation Loss Amounts would be reduced on
                    subsequent Distribution Dates to the extent that the Amount
                    Available on such Distribution Dates is sufficient to permit
                    the distribution of principal due on the Notes or
                    Certificates on prior Distribution Dates but not paid. In
                    the event the Adjusted Principal Balance of a Class of Notes
                    or Certificates were reduced by a Liquidation Loss Amount,
                    interest accruing on such Class (other than the Class B-2
                    Certificates) would be calculated on the Adjusted Principal
                    Balance of such Class. The interest accruing on such Class
                    Liquidation Loss Amount each month (such Class "Liquidation
                    Loss Interest Amount"), plus interest at the applicable
                    interest or pass-through rate on any Liquidation Loss
                    Interest Amount due on a prior Distribution Date but not
                    paid, would be paid to the applicable holder of such Class
                    from the Amount Available after distribution of principal on
                    such Class but prior to any distribution of principal on a
                    subordinate Class.

OPTIONAL REDEMPTION:The Securities will be redeemed in whole, but not in part,
                    on any Distribution Date on which Green Tree exercises its
                    option to purchase the Contracts. Green Tree may purchase
                    the Contracts when the Pool Scheduled Principal Balance has
                    declined to 10% or less of the Cutoff Date Pool Principal
                    Balance. Such redemption would effect early retirement of
                    the Class M-2 Notes, Class B-1 Certificates and Class B-2
                    Certificates.


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<PAGE>

THE CONTRACT POOL

General

       These computational materials contain information regarding the Initial
Contracts and Additional Contracts that will be transferred to the Trust on the
Settlement Date. The information for each Initial Contract is as of the Cutoff
Date. The Initial Contracts had an aggregate principal balance as of the Cutoff
Date of $508,071,812.36. The Sale and Servicing Agreement provides that certain
Additional Contracts originated prior to the Settlement Date will be purchased
by the Trust on the Settlement Date. As of the Cutoff Date, the Initial
Contracts

      (i) had a remaining maturity, as of the Cutoff Date, of at least 5 months,
          but not more than 240 months;

     (ii) had an original maturity of at least 12 months, but not more than 240
          months;

    (iii) had an original principal balance of at least $1,434.81 and not more
          than $514,625.20;

     (iv) had a remaining principal balance as of the Cutoff Date of at least
          $1,002.36 and not more than $504,673.07; and

      (v) had a contractual rate of interest ("Initial Contract Rate") of at
          least 3.99% and not more than 21.99%.

Neither Green Tree nor the Servicer may substitute other contracts for the
Initial Contracts at any time during the term of the Sale and Servicing
Agreement. Additional Contracts will have the assumed characteristics shown
below.

                      Characteristics of Initial Contracts

<TABLE>
<CAPTION>
                                                                                     Weighted    Weighted
                                                             % of                   Average      Average
                                                          Cutoff Date               Original    Remaining   Weighted   Weighted
                                  % of        Scheduled      Pool        Average    Term to      Term to    Average     Average
                      Number of  Contract     Principal    Principal    Principal   Maturity     Maturity   Contract  Loan-To-Value
     Asset Type       Contracts    Pool       Balance       Balance      Balance    (Months)    (Months)(1)   Rate       Ratio
     ----------       ---------    ----       -------       -------      -------    --------    -----------   ----       -----
<S>                       <C>      <C>     <C>               <C>        <C>            <C>          <C>       <C>          <C>
Horse Trailer             4,592    10.68%  $ 45,426,025.36      8.94%  $ 9,892.43      123          120       10.850%      86%
Keyboard                  1,542     3.59     17,579,494.57      3.46    11,400.45      103           99       10.941       84
Marine                    5,517    12.83     88,976,722.31     17.51    16,127.74      146          143       10.683       86
Motorcycle               12,575    29.25    118,736,862.63     23.37     9,442.30       71           68       13.179       85
Recreational Vehicle      8,165    18.99    189,870,019.17     37.37    23,254.14      166          161        9.782       86
Sport Vehicle            10,604    24.66     47,482,688.32      9.35     4,477.81       53           49       15.069       88
                        -------   ------   ---------------    ------   ----------      ---          ---      -------       --
Total                    42,995   100.00%  $508,071,812.36    100.00%  $11,817.00      124          120       11.364%      86%
                        =======   ======   ===============    ======   ==========      ===          ===      =======       ==
</TABLE>

     (1)  Based on Scheduled payments due after the Cutoff Date and assuming no
          prepayments on the Initial Contracts


      Assumed Characteristics of Additional Contracts as of the Cutoff Date

<TABLE>
<CAPTION>
                            Aggregate       Weighted
                            Principal        Average     Weighted Average     Weighted Average
                             Balance        Contract       Original Term       Remaining Term
      Asset Type           Outstanding        Rate           (Months)             (Months)
- ----------------------- ------------------ ------------ -------------------- --------------------
<S>                         <C>              <C>                <C>                  <C>
Horse Trailer              $ 8,219,177.06    10.850%            123                  123
Keyboard                     3,180,753.26    10.941             103                  103
Marine                      16,099,040.78    10.683             146                  146
Motorcycle                  21,483,704.32    13.179              71                   71
Recreational Vehicle        34,354,211.99     9.782             166                  166
Sport Vehicle                8,591,300.24    15.069              53                   53
                           --------------    ------             ---                  ---
                           $91,928,187.64    11.364%            124                  124
</TABLE>


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<PAGE>

                Geographic Concentration of the Initial Contracts




<TABLE>
<CAPTION>
                                                                  Aggregate
                           Number of                          Principal Balance       % of Contracts by
                        Contracts as of     % by Number of    Outstanding as of     Outstanding Principal
State                     Cutoff Date         Contracts          Cutoff Date      Balance as of Cutoff Date
- ---------------------- ------------------- ----------------  -------------------  ---------------------------
<S>                          <C>                <C>              <C>                         <C>
Alabama                      1,213              2.82%            $13,077,923.54              2.57%
Alaska                          57              0.13               1,882,709.11              0.37
Arizona                      2,214              5.15              30,354,104.17              5.97
Arkansas                       319              0.74               5,137,476.98              1.01
California                   6,230             14.50              79,169,071.37             15.59
Colorado                       644              1.50              10,535,937.79              2.07
Connecticut                    503              1.17               4,268,950.36              0.84
Delaware                        97              0.23                 801,501.40              0.16
District of Columbia            19              0.04                 310,426.57              0.06
Florida                      4,414             10.28              51,011,481.10             10.05
Georgia                      1,986              4.62              21,656,108.33              4.26
Hawaii                          79              0.18                 676,516.15              0.13
Idaho                           66              0.15               1,351,496.07              0.27
Illinois                       640              1.49               6,597,976.60              1.30
Indiana                        522              1.21               4,976,598.87              0.98
Iowa                           142              0.33               1,506,268.78              0.30
Kansas                         193              0.45               2,845,931.13              0.56
Kentucky                       611              1.42               4,601,055.10              0.91
Louisiana                      541              1.26               7,201,914.06              1.42
Maine                           67              0.16                 622,834.90              0.12
Maryland                       610              1.42               6,287,666.51              1.24
Massachusetts                  719              1.67               6,176,221.23              1.22
Michigan                       564              1.31               8,532,836.32              1.68
Minnesota                      491              1.14               6,202,183.56              1.22
Mississippi                    381              0.89               4,278,913.69              0.84
Missouri                       881              2.05               9,773,370.90              1.92
Montana                         58              0.13                 911,694.00              0.18
Nebraska                        64              0.15                 934,308.75              0.18
Nevada                         640              1.49              10,298,418.44              2.03
New Hampshire                  117              0.27               1,586,276.65              0.31
New Jersey                   1,188              2.76               8,688,711.46              1.71
New Mexico                     399              0.93               4,761,232.06              0.94
New York                     1,109              2.58              13,987,884.52              2.75
North Carolina               2,749              6.39              25,934,076.56              5.10
North Dakota                    35              0.08                 432,092.86              0.09
Ohio                           609              1.42               8,732,782.05              1.72
Oklahoma                       518              1.20               5,844,079.94              1.15
Oregon                         816              1.90              11,353,680.58              2.23
Other                            7              0.02                  52,553.33              0.01
Pennsylvania                   775              1.80               7,311,154.08              1.44
Rhode Island                   181              0.42               1,447,621.44              0.28
South Carolina                 959              2.23              10,933,335.17              2.15
South Dakota                    51              0.12                 826,699.19              0.16
Tennessee                      766              1.78               9,650,965.50              1.90
Texas                        5,061             11.78              60,477,311.69             11.91
Utah                            88              0.20               1,543,925.86              0.30
Vermont                         32              0.07                 225,751.72              0.04
Virginia                     1,106              2.57              10,203,653.16              2.01
Washington                   1,105              2.57              16,937,867.91              3.33
West Virginia                  101              0.23                 906,327.36              0.18
Wisconsin                      220              0.51               3,890,784.98              0.77
Wyoming                         38              0.09                 361,148.51              0.07
                            ------            ------            ---------------            ------
                            42,995            100.00%           $508,071,812.36            100.00%
                            ======            ======            ===============            ======
</TABLE>


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<PAGE>

        Distribution of Original Contract Amount of the Initial Contracts

<TABLE>
<CAPTION>
                                                                              Aggregate          % of Contracts by
                                Number of                                 Principal Balance         Outstanding
                               Contracts as                               Outstanding as of    Principal Balance as
  Original Contract Amount    of Cutoff Date   % by Number of Contracts      Cutoff Date          of Cutoff Date
- ----------------------------- ---------------  ------------------------  --------------------  ----------------------
<S>                               <C>                   <C>              <C>                          <C>
Less  than  $ 10,000.01           25,499                59.31%           $132,350,317.87              26.05%
10,000.01  -  20,000.00           12,046                28.02             167,321,568.96              32.93
20,000.01  -  30,000.00            2,831                 6.58              66,140,195.25              13.02
30,000.01  -  40,000.00            1,010                 2.35              34,102,446.85               6.71
40,000.01  -  50,000.00              508                 1.18              22,337,449.73               4.40
50,000.01  -  60,000.00              354                 0.82              19,066,854.96               3.75
60,000.01  -  70,000.00              217                 0.50              13,800,154.13               2.72
70,000.01  -  80,000.00              165                 0.38              12,234,027.16               2.41
80,000.01  -  90,000.00              138                 0.32              11,571,356.13               2.28
90,000.01  - 100,000.00               67                 0.16               6,308,003.04               1.24
100,000.01 - 110,000.00               31                 0.07               3,209,725.99               0.63
110,000.01 - 120,000.00               30                 0.07               3,360,879.15               0.66
120,000.01 - 130,000.00               22                 0.05               2,715,681.44               0.53
130,000.01 - 140,000.00               13                 0.03               1,704,355.66               0.34
140,000.01 - 150,000.00               19                 0.04               2,711,682.12               0.53
150,000.01 - 160,000.00                9                 0.02               1,371,194.96               0.27
160,000.01 - 170,000.00                4                 0.01                 644,947.42               0.13
170,000.01 - 180,000.00                7                 0.02               1,114,936.12               0.22
180,000.01 - 190,000.00                4                 0.01                 736,403.39               0.14
190,000.01 - 200,000.00                3                 0.01                 565,578.73               0.11
200,000.01 - 250,000.00               11                 0.03               2,376,355.29               0.47
250,000.01 - 300,000.00                3                 0.01                 840,751.23               0.17
300,000.01 - 350,000.00                3                 0.01                 982,273.71               0.19
500,000.01 - 550,000.00                1                 0.00                 504,673.07               0.10
                                  ------               ------            ---------------             ------
                                  42,995               100.00%           $508,071,812.36             100.00%
                                  ======               ======            ===============             ======
</TABLE>



          Distribution by Year of Origination of the Initial Contracts

<TABLE>
<CAPTION>
                                                         Aggregate         % of Contracts by
                    Number of                        Principal Balance        Outstanding
  Year of        Contracts as of   % by Number of    Outstanding as of     Principal Balance
Origination        Cutoff Date        Contracts         Cutoff Date        as of Cutoff Date
- ---------------- ----------------- --------------  ----------------------  -------------------
<S>                      <C>            <C>           <C>                         <C>
  Pre-1998               332            0.77%         $  8,624,353.33             1.70%
    1998              19,932           46.36           253,872,917.56            49.97
    1999              22,731           52.87           245,574,541.47            48.33
                     -------          ------          ---------------           ------
                      42,995          100.00%         $508,071,812.36           100.00%
                     =======          ======          ==============            ======
</TABLE>



        Distribution of the Loan-To-Value Ratios of the Initial Contracts

<TABLE>
<CAPTION>
                                                                   Aggregate          % of Contracts by
                           Number of                           Principal Balance         Outstanding
Loan-To-Value Ratio     Contracts as of    % by Number of      Outstanding as of      Principal Balance
        (%)               Cutoff Date         Contracts           Cutoff Date         as of Cutoff Date
- ---------------------  -----------------   ---------------  ----------------------   --------------------
<S>          <C>            <C>                 <C>           <C>                           <C>
    Less than 61%           3,087               7.18%         $ 21,658,592.80               4.26%
         61 - 65            1,134               2.64            10,807,792.67               2.13
         66 - 70            1,674               3.89            16,765,378.55               3.30
         71 - 75            2,875               6.69            29,577,129.29               5.82
         76 - 80            3,999               9.30            46,422,950.99               9.14
         81 - 85            5,520              12.84            68,090,671.74              13.40
         86 - 90           11,713              27.25           136,381,198.76              26.84
         91 - 95            5,944              13.82            79,807,222.07              15.71
        96 - 100            7,049              16.39            98,560,875.49              19.40
                           ------             ------          ---------------             ------
                           42,995             100.00%         $508,071,812.36             100.00%
                           ======             ======          ===============             ======
</TABLE>

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<PAGE>

           Distribution of the Contract Rates of the Initial Contracts

<TABLE>
<CAPTION>
                                                              Aggregate       % of Contracts by
                          Number of                       Principal Balance      Outstanding
                       Contracts as of   % by Number of   Outstanding as of   Principal Balance
Contract Rate (%)        Cutoff Date        Contracts        Cutoff Date      as of Cutoff Date
- ---------------------  ----------------- ---------------- ------------------- -------------------
<S>                                <C>       <C>               <C>                  <C>
   Less than 7.001%                44        0.10%             $502,000.17           0.10%
    7.001 -  8.000                254        0.59            21,884,816.41           4.31
    8.001 -  9.000              1,223        2.84            55,617,926.80          10.95
    9.001 - 10.000              4,409       10.25           103,710,263.71          20.40
   10.001 - 11.000              6,566       15.27           102,800,361.36          20.22
   11.001 - 12.000              7,007       16.30            71,309,075.29          14.04
   12.001 - 13.000              5,825       13.55            51,452,278.86          10.13
   13.001 - 14.000              4,831       11.24            32,574,341.50           6.41
   14.001 - 15.000              5,214       12.13            29,768,206.36           5.86
   15.001 - 16.000              3,386        7.88            17,659,481.71           3.48
   16.001 - 17.000              2,177        5.06            10,854,288.92           2.14
   Over 17.000%                 2,059        4.79             9,938,771.27           1.96
                               ------      ------          ---------------         ------
                               42,995      100.00%         $508,071,812.36         100.00%
                               ======      ======          ===============         ======
</TABLE>



    Distribution of the Remaining Months to Maturity of the Initial Contracts

<TABLE>
<CAPTION>
                                                                                   % of Contracts
                               Number of                          Aggregate        by Outstanding
                             Contracts as                     Principal Balance       Principal
Remaining Term to Maturity     of Cutoff    % by Number of    Outstanding as of     Balance as of
         (Months)                Date          Contracts         Cutoff Date         Cutoff Date
- ---------------------------  -------------  ---------------  -----------------    ------------------
<S>                                 <C>          <C>          <C>                        <C>
            1 -  30                 2,785        6.48%        $  8,699,562.79            1.71%
           31 -  60                18,736       43.57          103,237,046.59           20.32
           61 -  90                 9,268       21.55          100,891,891.05           19.86
           91 - 120                 3,554        8.27           51,839,598.32           10.20
          121 - 150                 5,189       12.07           90,209,345.60           17.76
          151 - 180                 2,796        6.50          102,557,739.06           20.19
          181 - 210                   213        0.50            9,217,907.24            1.81
          211 - 240                   454        1.06           41,418,721.71            8.15
                                   ------      ------         ---------------          ------
                                   42,995      100.00%        $508,071,812.36          100.00%
                                   ======      ======         ===============          ======
</TABLE>

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<PAGE>

                           Average Life Sensitivities


Average Life Sensitivity (to call)

                              Prepayment Scenarios
<TABLE>
<CAPTION>
                                          I            II           III          IV           V
                                      ---------    ---------     ---------   ---------    ---------
Avg. life (yrs.)/Exp. final (mos.)
Class
- -----
<S>                                    <C>          <C>           <C>         <C>          <C>
Class A-1                              .19 / 5      .18 / 4       .17 / 4     .16 / 4      .14 / 4
Class A-2                              .59 / 10     .54 / 9       .50 / 9     .47 / 8      .44 / 8
Class A-3                             1.18 / 19    1.08 / 17     1.00 / 16    .93 / 15     .87 / 14
Class A-4                             2.33 / 39    2.16 / 36     2.00 / 34   1.87 / 32    1.74 / 30
Class A-5                             3.45 / 45    3.22 / 42     3.00 / 39   2.81 / 37    2.63 / 34
Class A-6                             4.68 / 71    4.38 / 67     4.11 / 63   3.86 / 59    3.63 / 56
Class M-1                             6.50 / 86    6.06 / 80     5.68 / 75   5.34 / 70    5.04 / 66
Class M-2                             7.66 / 95    7.18 / 89     6.75 / 84   6.34 / 79    5.95 / 74
Class B-1                             7.89 / 95    7.39 / 89     6.97 / 84   6.56 / 79    6.14 / 74
Class B-2                             7.89 / 95    7.39 / 89     6.97 / 84   6.56 / 79    6.14 / 74
</TABLE>



Average Life Sensitivity (to maturity)
                              Prepayment Scenarios

<TABLE>
<CAPTION>
                                           I              II            III             IV            V
                                      ----------      ----------     ----------     ----------    ---------
Avg. life (yrs.)/Exp. final (mos.)
Class
- -----
<S>                                   <C>              <C>           <C>            <C>           <C>
Class M-2                             7.81 / 103      7.34 / 98      6.90 / 92      6.48 / 87     6.10 / 82
Class B-1                             9.24 / 120      8.79 / 115     8.34 / 110     7.90 / 105    7.48 / 99
Class B-2                            11.37 / 167     11.04 / 167    10.69 / 167    10.34 / 167    9.97 / 167
</TABLE>



                              Prepayment Scenarios

                               I        II          III          IV          V
                             -----     -----       -----       -----      ------
Securities (1)                80%       90%         100%        110%       120%

(1)  The 100% Base Case assumes 18% CPR with respect to Horse Trailers, Keyboard
     Instruments and Recreational Vehicles; 25% CPR with respect to Motorcycles
     and Sport Vehicles; and with respect to Marine Products, 100% Prepayment
     Assumption, which assumes for the first month a conditional prepayment rate
     of 1.50% per annum of the then outstanding principal balance and an
     additional 1.50% (precisely, 18%/12) per annum in each month thereafter
     until the twelfth month.



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<PAGE>

The information contained in the attached computational materials is preliminary
and will be replaced by the prospectus supplement and accompanying prospectus
applicable to the Green Tree Recreational, Equipment & Consumer Trust 1999-A and
any other information subsequently filed with the Securities and Exchange
Commission. You should make your investment decision with respect to the
securities described in the computational materials based solely upon the
information contained in the prospectus supplement and accompanying prospectus.

The computational materials do not constitute an offer to sell or the
solicitation of an offer to buy and we will not sell the securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such jurisdiction.
The securities may not be sold and no offer to buy will be accepted prior to the
delivery of the prospectus supplement and accompanying prospectus relating to
the securities.

The information in the attached computational materials is preliminary, limited
in nature and subject to completion or amendment. We do not claim that the
securities will actually perform as described in any scenario presented.

The information in the computational materials has been prepared by the seller.
Banc of America Securities LLC ("Banc of America"), or any of their affiliates
do not make any representation as to the accuracy or completeness of the
information in the computational materials.

The information in the computational materials addresses only certain aspects of
the characteristics of the securities and does not provide a complete assessment
of the securities. As such, the information may not reflect the impact of all
structural characteristics of the securities. The assumptions underlying the
information, including structure, trust property and collateral, may be changed
from time to time to reflect changed circumstances.

The data supporting the information in the computational materials has been
obtained form sources that the underwriters believe to be reliable, but the
underwriters do not guarantee the accuracy of or computations based on such
data. The underwriters and their affiliates may engage in transactions with the
seller or its affiliates while the information is circulating. The underwriters
may act as principal in transactions with you, and accordingly, you must
determine the appropriateness for you of such transactions and address any
legal, tax, or accounting considerations applicable to you. The underwriters
shall not be a fiduciary or advisor, unless they have agreed in writing to
receive compensation specifically to act in such capacities. If you are subject
to ERISA, the information in the computational materials is being furnished on
the condition that it will not form a primary basis for any investment decision.

Although a registration statement (including a form of prospectus) relating to
the securities described in the information in the computational materials has
been filed with the Securities and Exchange Commission and is effective, the
prospectus supplement and accompanying prospectus relating to the securities
described in the information in the computational materials have not been filed
with the Securities and Exchange Commission. You must refer to the prospectus
supplement and accompanying prospectus for definitive information on any matter
described in the computational materials. Your investment decision should be
based only on the data in the prospectus supplement and accompanying prospectus.
The prospectus supplement and accompanying prospectus contain data that is
current as of the applicable publication dates and after publication may no
longer be complete or current. The prospectus supplement and accompanying
prospectus may be updated by information subsequently filed with the Securities
and Exchange Commission.

You may obtain the prospectus supplement and accompanying prospectus by
contacting the Banc of America Syndicate Desk at (704) 386-9690.


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