<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): August 11, 1999
GREEN TREE FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 333-75623 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: (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 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.
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 Terms Sheet of J.P. Morgan & Co. dated
August 11, 1999 distributed in connection with
$500,000,000 (approximate) Certificates for
Home Equity Loans, Series 1999-D, issued by
Green Tree Financial Corporation, as Seller
and Servicer.
3
<PAGE>
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/ Phyllis A. Knight
-----------------------------------
Phyllis A. Knight
Senior Vice President and Treasurer
4
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Page
- ------- ----
99.1 Terms Sheet of J.P. Morgan & Co. dated August 11, 1999
distributed in connection with $500,000,000 (approximate)
Certificates for Home Equity Loans, Series 1999-D, issued by
Green Tree Financial Corporation, as Seller and Servicer.
5
<PAGE>
EXHIBIT 99.1
TERM SHEET DATED AUGUST 11, 1999
$500,000,000 (Approximate)
GREEN TREE FINANCIAL CORPORATION
[LOGO OF GREEN TREE FINANCIAL]
Certificates for Home Equity Loans, Series 1999-D
Additional information is available upon request. Information herein is believed
to be reliable but J.P. Morgan does not warrant its completeness or accuracy.
These materials are subject to change from time to time without notice. Past
performance is not indicative of future results. Any description of the
collateral contained herein supersedes any previous collateral information and
will be superseded by the final prospectus relating to the securities. These
materials are not intended as an offer or solicitation for the purchase or sale
of any financial instrument, and may not be relied upon by you in evaluating the
merits of investing in the securities described herein. Any investment decision
with respect to the securities should be made by you based solely upon the
information contained in the final prospectus relating to the securities. No
assurance or representation can be made as to the actual rate or timing of
principal payments or prepayments on any of the collateral or the performance
characteristics of the securities. This information was prepared in reliance on
information regarding the collateral furnished by the seller of the collateral.
J.P. Morgan and/or its affiliates and employees may hold a position or act as
market maker in the financial instruments of any issuer discussed herein or act
as underwriter, placement agent, advisor or lender to such issuer. J.P. Morgan
Securities Inc. is a member of SIPC. Copyright 1999 J.P. Morgan & Co.
Incorporated. Clients should contact analysts at and execute transactions
through a J.P. Morgan entity in their home jurisdiction unless governing law
permits otherwise.
<PAGE>
JP Morgan [LOGO OF GREEN TREE FINANCIAL] August 11, 1999
Green Tree Financial Corporation
Certificates for Home Equity Loans, Series 1999-D
$500,000,000 (Approximate)
Subject to Revision
Seller/Servicer Green Tree Financial Corporation ("Green Tree")
Trustee U.S. Bank Trust National Association
Underwriter J.P. Morgan Securities Inc. (Lead), Chase
Securities Inc. (Co) and Merrill Lynch & Co. (Co)
<TABLE>
<CAPTION>
Ratings
Amount (S&P/Fitch) WAL at 125% Prepayment Model(1) Exp. Final Maturity
------------ ----------- ------------------------------- -------------------
<S> <C> <C> <C> <C>
To Call
A-1 $160,000,000 AAA / AAA 0.90 04/01
A-2 $90,000,000 AAA / AAA 2.11 04/02
A-3 $56,000,000 AAA / AAA 3.12 04/03
A-4 $32,000,000 AAA / AAA 4.09 04/04
A-5 $36,000,000 AAA / AAA 5.67 07/06
A-6 NAS $35,000,000 AAA / AAA 4.91 05/06
A-7 IO(2) $50,000,000 AAA / AAA 1.64 04/01
M-1 $28,000,000 AA / AA 7.57 06/07
M-2 $28,000,000 A / A 7.80 06/07
B-1 $16,250,000 BBB / BBB 3.92 09/04
B-2 $18,750,000 BBB- / BBB+ 6.89 06/07
To Maturity
M-1 $28,000,000 AA / AA 7.87 09/08
M-2 $28,000,000 A / A 11.89 07/29
B-2 $18,750,000 BBB- / BBB+ 8.10 07/29
Balance $500,000,000
</TABLE>
(1) The Certificates will be priced using 125% of the Base Prepayment
Assumption. The Base Prepayment Assumption assumes a conditional prepayment
rate of 4% per annum of the then outstanding principal balance of the Loans
in the first month of the life of the Loans and an additional 1.45%
(precisely, 16/11%) per annum in each month thereafter until the twelfth
month. Beginning in the twelfth month and in each month thereafter, the
assumed conditional prepayment rate is 20%.
(2) Interest will be based on a notional principal amount which will equal
$50,000,000 (or the Class A Principal Balance for such Payment Date, if
less) for the first 20 Payment Dates, and will thereafter equal zero. The
Class A-7 IO Certificates are interest-only Certificates and are not
entitled to receive distributions of principal.
Additional information is available upon request. Information herein is believed
to be reliable but J.P. Morgan does not warrant its completeness or accuracy.
These materials are subject to change from time to time without notice. Past
performance is not indicative of future results. Any description of the
collateral contained herein supersedes any previous collateral information and
will be superseded by the final prospectus relating to the securities. These
materials are not intended as an offer or solicitation for the purchase or sale
of any financial instrument, and may not be relied upon by you in evaluating the
merits of investing in the securities described herein. Any investment decision
with respect to the securities should be made by you based solely upon the
information contained in the final prospectus relating to the securities. No
assurance or representation can be made as to the actual rate or timing of
principal payments or prepayments on any of the collateral or the performance
characteristics of the securities. This information was prepared in reliance on
information regarding the collateral furnished by the seller of the collateral.
J.P. Morgan and/or its affiliates and employees may hold a position or act as
market maker in the financial instruments of any issuer discussed herein or act
as underwriter, placement agent, advisor or lender to such issuer. J.P. Morgan
Securities Inc. is a member of SIPC. Copyright 1999 J.P. Morgan & Co.
Incorporated. Clients should contact analysts at and execute transactions
through a J.P. Morgan entity in their home jurisdiction unless governing law
permits otherwise.
<PAGE>
JP Morgan [LOGO OF GREEN TREE FINANCIAL] August 11, 1999
Cut-off Date July 1, 1999 (or the date of origination, if
later), in each case for loans other than
Subsequent Loans. For each Subsequent Loan, the
date of purchase by the trust.
Exp. Pricing August 13, 1999
Exp. Settlement/Closing Date August 26, 1999
Payment Date The 15th day of each month (or if such 15th day is
not a business day, the next succeeding business
day) commencing on September 15, 1999.
ERISA Only the Class A Certificates are ERISA eligible.
Tax Status The trust will consist of two segregated asset
pools with respect to which elections will be made
to treat each as a separate "real estate mortgage
investment conduit" (a "REMIC") for federal income
tax purposes.
Optional Redemption 10% cleanup call on the entire pool.
Additional Collateral The pool consists of fixed-rate closed-end home
equity loans (the "Loans").
The data set forth below with respect to the pool
is based solely on the Loans identified for
inclusion in such pool as of the Cut-off Date
("Initial Loans"). Certain additional Loans will
be identified for inclusion in the pool prior to
the Closing Date ("Additional Loans"). During a
limited period following the Closing Date, the
trust fund will purchase subsequent Loans
("Subsequent Loans"). It is expected that the
Additional Loans and Subsequent Loans will have
characteristics which are substantially similar to
the Initial Loans.
Additional information is available upon request. Information herein is believed
to be reliable but J.P. Morgan does not warrant its completeness or accuracy.
These materials are subject to change from time to time without notice. Past
performance is not indicative of future results. Any description of the
collateral contained herein supersedes any previous collateral information and
will be superseded by the final prospectus relating to the securities. These
materials are not intended as an offer or solicitation for the purchase or sale
of any financial instrument, and may not be relied upon by you in evaluating the
merits of investing in the securities described herein. Any investment decision
with respect to the securities should be made by you based solely upon the
information contained in the final prospectus relating to the securities. No
assurance or representation can be made as to the actual rate or timing of
principal payments or prepayments on any of the collateral or the performance
characteristics of the securities. This information was prepared in reliance on
information regarding the collateral furnished by the seller of the collateral.
J.P. Morgan and/or its affiliates and employees may hold a position or act as
market maker in the financial instruments of any issuer discussed herein or act
as underwriter, placement agent, advisor or lender to such issuer. J.P. Morgan
Securities Inc. is a member of SIPC. Copyright 1999 J.P. Morgan & Co.
Incorporated. Clients should contact analysts at and execute transactions
through a J.P. Morgan entity in their home jurisdiction unless governing law
permits otherwise.
<PAGE>
JP Morgan [LOGO OF GREEN TREE FINANCIAL] August 11, 1999
CERTIFICATE STRUCTURE
- ---------------------
Credit Enhancement Class A: 18.20% subordination (Class M-l, M-2, B-1
and B-2) & Residual (Class C)
Class M-1: 12.60% subordination (Class M-2, B-1
and B-2) & Residual (Class C)
Class M-2: 7.00% subordination (Class B-l and B-2)
& Residual (Class C)
Class B-1: 3.75% subordination (Class B-2) &
Residual (Class C)
Class B-2: Limited Guaranty & Residual (Class C)
Distributions Distributions on each Payment Date will be made
from the "Amount Available" which will generally
consist of payments made on or in respect of the
Loans, and will include amounts otherwise payable
to the Servicer (as long as Green Tree is the
Servicer) as the Monthly Servicing Fee with
respect to the Loans, and to the Class C
Certificateholder.
The Amount Available will generally be applied
first to the distributions to the Class A
Certificateholders, then to the Class M-1
Certificateholders, then to the Class M-2
Certificateholders, then to the Class B-1
Certificateholders, and then to the Class B-2
Certificateholders.
Class A Certificates are senior to the Class M and
Class B Certificates. Class M Certificates are
senior to the Class B Certificates.
Pre-Funding Feature On the Closing Date, a portion of the proceeds
from the sale of the Certificates (the "Pre-Funded
Amount") will be deposited with the Trustee in a
segregated account (the "Pre-Funding Account") and
used by the trust to purchase Subsequent Loans
during the three month period following the
Closing Date (the "Pre-Funding Period"). The
Pre-Funded Amount will be reduced during the
Pre-Funding Period by the amounts thereof used to
fund such purchases. Any amounts remaining in the
Pre-Funding Account following the Pre-Funding
Period will be paid to the Class A-1
Certificateholders.
Additional information is available upon request. Information herein is believed
to be reliable but J.P. Morgan does not warrant its completeness or accuracy.
These materials are subject to change from time to time without notice. Past
performance is not indicative of future results. Any description of the
collateral contained herein supersedes any previous collateral information and
will be superseded by the final prospectus relating to the securities. These
materials are not intended as an offer or solicitation for the purchase or sale
of any financial instrument, and may not be relied upon by you in evaluating the
merits of investing in the securities described herein. Any investment decision
with respect to the securities should be made by you based solely upon the
information contained in the final prospectus relating to the securities. No
assurance or representation can be made as to the actual rate or timing of
principal payments or prepayments on any of the collateral or the performance
characteristics of the securities. This information was prepared in reliance on
information regarding the collateral furnished by the seller of the collateral.
J.P. Morgan and/or its affiliates and employees may hold a position or act as
market maker in the financial instruments of any issuer discussed herein or act
as underwriter, placement agent, advisor or lender to such issuer. J.P. Morgan
Securities Inc. is a member of SIPC. Copyright 1999 J.P. Morgan & Co.
Incorporated. Clients should contact analysts at and execute transactions
through a J.P. Morgan entity in their home jurisdiction unless governing law
permits otherwise.
<PAGE>
JP Morgan [LOGO OF GREEN TREE FINANCIAL] August 11, 1999
Losses on Liquidated
Loans If net liquidation proceeds from liquidated Loans
in the respective collection period are less than
the scheduled principal balance of such liquidated
Loans plus accrued and unpaid interest thereon,
the deficiency (a "Liquidation Loss Amount") will
be absorbed by the Class C Certificateholder, then
the Guaranty Fee otherwise payable to the Company,
then the Monthly Servicing Fee otherwise payable
to the Servicer (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.
Interest on the Class A,
M-1, M-2 and B-1
Certificates 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 will be paid concurrently on each Class
of Class A Certificates at the related
Pass-Through Rate on the then outstanding related
Class Principal Balance (in the case of Class A
Certificates other than the Class A-7 IO
Certificates) or based on the Notional Principal
Amount (in the case of the Class A-7 IO
Certificates). Interest will be calculated on the
Class A-7 IO Certificates on the basis of a
"Notional Principal Amount" equal to the lesser of
(a) the principal balance of the Class A
Certificates and (b) $50,000,000 (reference to the
Notional Principal Amount is solely for
convenience in certain calculations and does not
represent the right to receive any distribution
allocable to principal). The Class A-7 IO
Certificates are entitled to receive interest
payments only through the Payment Date in April
2001.
Interest will accrue at the applicable
Pass-Through Rate for each Class 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, from the Closing Date, or
from the most recent Payment Date on which
interest has been paid, to but excluding the
following Payment Date. Interest on all
Certificates will accrue on a 30/360 basis.
Interest shortfalls will be carried forward, and
will bear interest at the applicable Pass-Through
Rate, to the extent legally permissible.
Additional information is available upon request. Information herein is believed
to be reliable but J.P. Morgan does not warrant its completeness or accuracy.
These materials are subject to change from time to time without notice. Past
performance is not indicative of future results. Any description of the
collateral contained herein supersedes any previous collateral information and
will be superseded by the final prospectus relating to the securities. These
materials are not intended as an offer or solicitation for the purchase or sale
of any financial instrument, and may not be relied upon by you in evaluating the
merits of investing in the securities described herein. Any investment decision
with respect to the securities should be made by you based solely upon the
information contained in the final prospectus relating to the securities. No
assurance or representation can be made as to the actual rate or timing of
principal payments or prepayments on any of the collateral or the performance
characteristics of the securities. This information was prepared in reliance on
information regarding the collateral furnished by the seller of the collateral.
J.P. Morgan and/or its affiliates and employees may hold a position or act as
market maker in the financial instruments of any issuer discussed herein or act
as underwriter, placement agent, advisor or lender to such issuer. J.P. Morgan
Securities Inc. is a member of SIPC. Copyright 1999 J.P. Morgan & Co.
Incorporated. Clients should contact analysts at and execute transactions
through a J.P. Morgan entity in their home jurisdiction unless governing law
permits otherwise.
<PAGE>
JP Morgan [LOGO OF GREEN TREE FINANCIAL] August 11, 1999
The "Class M-1 Adjusted Principal Balance" is the
Class M-1 Principal Balance less any Liquidation
Loss Amount allocated to the Class M-1
Certificates. 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 Liquidation
Loss Amount allocated to the Class M-2
Certificates. 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 Liquidation
Loss Amount allocated to the Class B-1
Certificates. 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.
Principal on the Class A,
M-1, M-2 and B-1
Certificates 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 Principal The Senior Percentage of the Formula Principal
Distribution Amount will be distributed, to the
extent of the Amount Available, as follows: (i)
that portion, if any, of the Senior Percentage of
the Formula Principal Distribution Amount equal to
the Class A-6 Lockout Pro Rata Distribution Amount
will be distributed to the Class A-6
Certificateholders; and (ii) the remainder of the
Senior Percentage of the Formula Principal
Distribution Amount will be distributed in the
following order: first to the Class A-1
Certificateholders until the Class A-1 Principal
Balance has been reduced to zero, then to the
Class A-2 Certificateholders until the Class A-2
Principal Balance has been reduced to zero, then
to the Class A-3 Certificateholders until the
Class A-3 Principal Balance has been reduced to
zero, then to the Class A-4 Certificateholders
until the Class A-4 Principal Balance has been
reduced to zero, then to the Class A-5
Certificateholders until the Class A-5 Principal
Balance has been reduced to zero, and then to the
Class A-6 Certificateholders until the Class A-6
Principal Balance has been reduced to zero.
Additional information is available upon request. Information herein is believed
to be reliable but J.P. Morgan does not warrant its completeness or accuracy.
These materials are subject to change from time to time without notice. Past
performance is not indicative of future results. Any description of the
collateral contained herein supersedes any previous collateral information and
will be superseded by the final prospectus relating to the securities. These
materials are not intended as an offer or solicitation for the purchase or sale
of any financial instrument, and may not be relied upon by you in evaluating the
merits of investing in the securities described herein. Any investment decision
with respect to the securities should be made by you based solely upon the
information contained in the final prospectus relating to the securities. No
assurance or representation can be made as to the actual rate or timing of
principal payments or prepayments on any of the collateral or the performance
characteristics of the securities. This information was prepared in reliance on
information regarding the collateral furnished by the seller of the collateral.
J.P. Morgan and/or its affiliates and employees may hold a position or act as
market maker in the financial instruments of any issuer discussed herein or act
as underwriter, placement agent, advisor or lender to such issuer. J.P. Morgan
Securities Inc. is a member of SIPC. Copyright 1999 J.P. Morgan & Co.
Incorporated. Clients should contact analysts at and execute transactions
through a J.P. Morgan entity in their home jurisdiction unless governing law
permits otherwise.
<PAGE>
JP Morgan [LOGO OF GREEN TREE FINANCIAL] August 11, 1999
The "Formula Principal Distribution Amount" for a
Payment Date will generally be equal to the sum of
(i) all scheduled payments of principal due on
each outstanding Loan during the related due
period, (ii) the scheduled principal balance of
each Loan which, during the related due period,
was repurchased by Green Tree, (iii) all partial
principal prepayments applied and all principal
prepayments in full received during such due
period in respect of Loans, (iv) the scheduled
principal balance of each Loan that became a
liquidated loan during such related due period and
(v) any amount described in clauses (i) through
(iv) above that was not previously distributed
because of an insufficient amount of funds
available if (a) the Payment Date occurs on or
after the Payment Date on which the Class B-2
Principal Balance has been reduced to zero, or (b)
such amount was not covered by a Class B-2
Guaranty Payment and corresponding reduction in
the Class B-2 Principal Balance.
The "Class A-6 Lockout Pro Rata Distribution
Amount," as to any Payment Date, is an amount
equal to the lesser of:
(a) the product of (l) the Class A-6 Lockout
Percentage, and (2) the product of (A) a fraction,
the numerator of which is the Class A-6 Principal
Balance immediately preceding such Payment Date
and the denominator of which is the Class A
Principal Balance, and (B) the Senior Percentage
of the Formula Principal Distribution Amount for
such Payment Date, and
(b) the Class A-6 Principal Balance immediately
preceding such Payment Date.
The "Class A-6 Lockout Percentage" for each
Payment Date shall be as follows:
Lockout
Payment Dates Percentages
-----------------------------------------------
September 1999 - August 2001 0%
September 2001 - August 2003 20%
September 2003 - August 2004 80%
September 2004 - August 2005 100%
September 2005 and thereafter 300%
The Senior Percentage will equal 100% if any of
the following exist:
i) the Payment Date is prior to September 2002
(month 37); or
ii) each Class B Principal Distribution Test (see
below) is not satisfied.
Additional information is available upon request. Information herein is believed
to be reliable but J.P. Morgan does not warrant its completeness or accuracy.
These materials are subject to change from time to time without notice. Past
performance is not indicative of future results. Any description of the
collateral contained herein supersedes any previous collateral information and
will be superseded by the final prospectus relating to the securities. These
materials are not intended as an offer or solicitation for the purchase or sale
of any financial instrument, and may not be relied upon by you in evaluating the
merits of investing in the securities described herein. Any investment decision
with respect to the securities should be made by you based solely upon the
information contained in the final prospectus relating to the securities. No
assurance or representation can be made as to the actual rate or timing of
principal payments or prepayments on any of the collateral or the performance
characteristics of the securities. This information was prepared in reliance on
information regarding the collateral furnished by the seller of the collateral.
J.P. Morgan and/or its affiliates and employees may hold a position or act as
market maker in the financial instruments of any issuer discussed herein or act
as underwriter, placement agent, advisor or lender to such issuer. J.P. Morgan
Securities Inc. is a member of SIPC. Copyright 1999 J.P. Morgan & Co.
Incorporated. Clients should contact analysts at and execute transactions
through a J.P. Morgan entity in their home jurisdiction unless governing law
permits otherwise.
<PAGE>
JP Morgan [LOGO OF GREEN TREE FINANCIAL] August 11, 1999
On each Payment Date on which the Class B
Principal Distribution Test has been satisfied,
the Senior Percentage will equal a fraction,
expressed as a percentage, the numerator of which
is the sum of the Class A Principal Balance and
the Class M Principal Balance for such Payment
Date, and the denominator of which is the
aggregate scheduled principal balance of the Loans
as of the immediately preceding Payment Date.
The Class A-7 IO Certificates are interest-only
Certificates and are not entitled to receive
distributions of principal.
Class M-1 Principal Class M-1 Certificateholders will not receive
principal until the Class A Principal Balance has
been reduced to zero. At that time the Class M-1
Certificateholders will be entitled to receive the
Senior Percentage of the Formula Principal
Distribution Amount, until the Class M-1 Principal
Balance has been reduced to zero.
Class M-2 Principal Class M-2 Certificateholders will not receive
principal until the Class A and Class M-1
Principal Balances have been reduced to zero. At
that time Class M-2 Certificateholders will be
entitled to receive the Senior Percentage of the
Formula Principal Distribution Amount, until the
Class M-2 Principal Balance has been reduced to
zero.
Class B-1 Principal The Class B-1 Certificateholders will not receive
principal payments unless either (i)(a) the
Payment Date occurs in or after September 2002 and
(b) each Class B Principal Distribution Test is
satisfied or (ii) the Class A Principal Balance
and the Class M Principal Balance have each been
reduced to zero. At that time, to the extent of
the Amount Available remaining after payment of
all interest distributable to the Class A, Class
M-1, Class M-2 and Class B-1 Certificateholders
and all principal distributable to the Class A,
Class M-1 and Class M-2 Certificateholders, the
Class B-1 Certificateholders will be entitled to
receive the Class B Percentage of the Formula
Principal Distribution Amount until the Class B-1
Principal Balance has been reduced to zero.
The Class B Percentage will be equal to 100% minus
the Senior Percentage. The Class B Percentage
after the Class A and Class M Principal Balances
have been reduced to zero will be equal to 100%.
Additional information is available upon request. Information herein is believed
to be reliable but J.P. Morgan does not warrant its completeness or accuracy.
These materials are subject to change from time to time without notice. Past
performance is not indicative of future results. Any description of the
collateral contained herein supersedes any previous collateral information and
will be superseded by the final prospectus relating to the securities. These
materials are not intended as an offer or solicitation for the purchase or sale
of any financial instrument, and may not be relied upon by you in evaluating the
merits of investing in the securities described herein. Any investment decision
with respect to the securities should be made by you based solely upon the
information contained in the final prospectus relating to the securities. No
assurance or representation can be made as to the actual rate or timing of
principal payments or prepayments on any of the collateral or the performance
characteristics of the securities. This information was prepared in reliance on
information regarding the collateral furnished by the seller of the collateral.
J.P. Morgan and/or its affiliates and employees may hold a position or act as
market maker in the financial instruments of any issuer discussed herein or act
as underwriter, placement agent, advisor or lender to such issuer. J.P. Morgan
Securities Inc. is a member of SIPC. Copyright 1999 J.P. Morgan & Co.
Incorporated. Clients should contact analysts at and execute transactions
through a J.P. Morgan entity in their home jurisdiction unless governing law
permits otherwise.
<PAGE>
JP Morgan [LOGO OF GREEN TREE FINANCIAL] August 11, 1999
Class B Principal
Distribution Tests (i) the Average Sixty-Day Delinquency Ratio
with respect to the pool as of such
Payment Date must not exceed 20% of the
Senior Subordination Percentage;
(ii) the Average Thirty-Day Delinquency Ratio
with respect to the pool as of the given
Payment Date and the prior two Payment
Dates must not exceed 12%;
(iii) the Cumulative Realized Losses with
respect to the pool as of the given
Payment Date must not exceed 7.5%;
(iv) the Current Realized Loss Ratio with
respect to the pool as of the given
Payment Date must not exceed 2.0%; and
(v) the Class B Principal Balance divided by
the Scheduled Principal Balance of the
Loans as of the immediately preceding
Payment Date must be equal to or greater
than 14.0%. The "Senior Subordination
Percentage" for any Payment Date will
equal (a) on any Payment Date on which
the Class A Principal Balance has not
been reduced to zero, a fraction,
expressed as a percentage, the numerator
of which is the sum of (i) the Class M-1
Adjusted Principal Balance, if any, (ii)
the Class M-2 Adjusted Principal
Balance, if any, (iii) the Class B-1
Adjusted Principal Balance, if any, and
(iv) the Class B-2 Principal Balance, if
any, and the denominator of which is the
aggregate scheduled principal balance of
the Loans, (b) on any Payment Date on
which the Class A Principal Balance has
been reduced to zero and the Class M-1
Principal Balance has not been reduced
to zero, a fraction, expressed as a
percentage, the numerator of which is
the sum of (i) the Class M-2 Adjusted
Principal Balance, if any, (ii) the
Class B-1 Adjusted Principal Balance, if
any, and (iii) the Class B-2 Principal
Balance, if any, and the denominator of
which is the aggregate scheduled
principal balance of the Loans, (c) on
any Payment Date on which the Class M-1
Principal Balance has been reduced to
zero and the Class M-2 Principal Balance
has not been reduced to zero, a
fraction, expressed as a percentage, the
numerator of which is the sum of (i) the
Class B-1 Adjusted Principal Balance, if
any, and (ii) the Class B-2 Principal
Balance, if any, and the denominator of
which is the aggregate scheduled
principal balance of the Loans, or (d)
on any Payment Date on
Additional information is available upon request. Information herein is believed
to be reliable but J.P. Morgan does not warrant its completeness or accuracy.
These materials are subject to change from time to time without notice. Past
performance is not indicative of future results. Any description of the
collateral contained herein supersedes any previous collateral information and
will be superseded by the final prospectus relating to the securities. These
materials are not intended as an offer or solicitation for the purchase or sale
of any financial instrument, and may not be relied upon by you in evaluating the
merits of investing in the securities described herein. Any investment decision
with respect to the securities should be made by you based solely upon the
information contained in the final prospectus relating to the securities. No
assurance or representation can be made as to the actual rate or timing of
principal payments or prepayments on any of the collateral or the performance
characteristics of the securities. This information was prepared in reliance on
information regarding the collateral furnished by the seller of the collateral.
J.P. Morgan and/or its affiliates and employees may hold a position or act as
market maker in the financial instruments of any issuer discussed herein or act
as underwriter, placement agent, advisor or lender to such issuer. J.P. Morgan
Securities Inc. is a member of SIPC. Copyright 1999 J.P. Morgan & Co.
Incorporated. Clients should contact analysts at and execute transactions
through a J.P. Morgan entity in their home jurisdiction unless governing law
permits otherwise.
<PAGE>
JP Morgan [LOGO OF GREEN TREE FINANCIAL] August 11, 1999
which the Class M-2 Principal Balance
has been reduced to zero and the Class
B-1 Principal Balance has not been
reduced to zero, a fraction, expressed
as a percentage, the numerator of which
is the Class B-2 Principal Balance, if
any, and the denominator of which is the
aggregate scheduled principal balance of
the Loans.
Liquidation Loss Interest Interest on Liquidation Loss Amounts will be
distributable first 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 M-1 Liquidation Loss Amount,
Class M-2 Liquidation Loss Amount and Class B-1
Liquidation Loss Amount, as applicable, will
accrue from the Closing Date, or from the most
recent Payment Date on which interest has been
paid, to but excluding the following Payment Date.
Class B-2 Interest After payment of Class A, Class M-l, Class M-2 and
Class B-1 Distribution Amounts, interest will be
paid to the Class B-2 Certificates. The Class B-2
Limited Guaranty will be available to pay interest
to the Class B-2 Certificateholders if the
remaining Amount Available is not sufficient.
Interest will initially accrue from the Closing
Date and thereafter will accrue from the most
recent Payment Date on which interest has been
paid to, in each case, but excluding the following
Payment Date. Interest will be computed on a
30/360 basis. Interest shortfalls will be carried
forward, and will bear interest at the Class B-2
Pass-Through Rate, to the extent legally
permissible.
Class B-2 Principal Except as described below, the Class B-2
Certificateholders will not receive principal
payments until the Class B-1 Principal Balance has
been reduced to zero. At that time, if each Class
B Principal Distribution Test is satisfied (unless
the Class A and Class M Principal Balances have
been reduced to zero), to the extent of the amount
available after payment of the Class A, the Class
M and the Class B-1 Distribution Amounts and any
amounts actually paid under the Class B-2 Limited
Guaranty, the Class B-2 Certificateholders will
receive the Class B Percentage of the Formula
Principal Distribution Amount until the Class B-2
Principal Balance has been reduced to zero.
On each Payment Date, the Class B-2
Certificateholders will also be entitled to
receive, pursuant to the Class B-2 Limited
Guaranty, the Class B-2 Liquidation Loss Principal
Amount until the Class B-2 Principal Balance has
been reduced to zero.
Additional information is available upon request. Information herein is believed
to be reliable but J.P. Morgan does not warrant its completeness or accuracy.
These materials are subject to change from time to time without notice. Past
performance is not indicative of future results. Any description of the
collateral contained herein supersedes any previous collateral information and
will be superseded by the final prospectus relating to the securities. These
materials are not intended as an offer or solicitation for the purchase or sale
of any financial instrument, and may not be relied upon by you in evaluating the
merits of investing in the securities described herein. Any investment decision
with respect to the securities should be made by you based solely upon the
information contained in the final prospectus relating to the securities. No
assurance or representation can be made as to the actual rate or timing of
principal payments or prepayments on any of the collateral or the performance
characteristics of the securities. This information was prepared in reliance on
information regarding the collateral furnished by the seller of the collateral.
J.P. Morgan and/or its affiliates and employees may hold a position or act as
market maker in the financial instruments of any issuer discussed herein or act
as underwriter, placement agent, advisor or lender to such issuer. J.P. Morgan
Securities Inc. is a member of SIPC. Copyright 1999 J.P. Morgan & Co.
Incorporated. Clients should contact analysts at and execute transactions
through a J.P. Morgan entity in their home jurisdiction unless governing law
permits otherwise.
<PAGE>
JP Morgan [LOGO OF GREEN TREE FINANCIAL] August 11, 1999
Class B-2 Limited
Guaranty The Class B-2 Limited Guaranty will be available
to pay the Class B-2 Liquidation Loss Principal
Amount and the Class B-2 Distribution Amount. The
Class B-2 Limited Guaranty will be an unsecured
general obligation of Green Tree.
Additional information is available upon request. Information herein is believed
to be reliable but J.P. Morgan does not warrant its completeness or accuracy.
These materials are subject to change from time to time without notice. Past
performance is not indicative of future results. Any description of the
collateral contained herein supersedes any previous collateral information and
will be superseded by the final prospectus relating to the securities. These
materials are not intended as an offer or solicitation for the purchase or sale
of any financial instrument, and may not be relied upon by you in evaluating the
merits of investing in the securities described herein. Any investment decision
with respect to the securities should be made by you based solely upon the
information contained in the final prospectus relating to the securities. No
assurance or representation can be made as to the actual rate or timing of
principal payments or prepayments on any of the collateral or the performance
characteristics of the securities. This information was prepared in reliance on
information regarding the collateral furnished by the seller of the collateral.
J.P. Morgan and/or its affiliates and employees may hold a position or act as
market maker in the financial instruments of any issuer discussed herein or act
as underwriter, placement agent, advisor or lender to such issuer. J.P. Morgan
Securities Inc. is a member of SIPC. Copyright 1999 J.P. Morgan & Co.
Incorporated. Clients should contact analysts at and execute transactions
through a J.P. Morgan entity in their home jurisdiction unless governing law
permits otherwise.
<PAGE>
JP Morgan [LOGO OF GREEN TREE FINANCIAL] August 11, 1999
LOANS
The Loans consist of fixed rate closed-end home equity loans. The
obligations of the obligor under each Loan are secured by the related real
estate.
The information concerning the Initial Loans presented below is based on a
pool originated through June 30, 1999. Green Tree intends to acquire and sell
Additional Loans to the Trust by the Closing Date and Subsequent Loans to the
Trust thereafter. Although the characteristics of the final pool of Loans will
differ from the characteristics of the Initial Loans shown below, Green Tree
does not expect that the characteristics of the Additional Loans and Subsequent
Loans sold to the Trust will vary materially from those of the Initial Loans
herein.
THE INITIAL HOME EQUITY CONTRACT POOL
INITIAL FIXED RATE HOME EQUITY CONTRACTS
Number of Contracts in pool: 4,137
Wgt. Avg. Contract Rate: 11.463%
Range of Rates: 6.789% - 19.440%
Wgt. Avg. Orig. Maturity: 244
Wgt. Avg. Rem. Maturity: 243
Avg. Rem Princ. Balance: $60,430
Wgt. Avg. CLTV: 89.45%
Additional information is available upon request. Information herein is believed
to be reliable but J.P. Morgan does not warrant its completeness or accuracy.
These materials are subject to change from time to time without notice. Past
performance is not indicative of future results. Any description of the
collateral contained herein supersedes any previous collateral information and
will be superseded by the final prospectus relating to the securities. These
materials are not intended as an offer or solicitation for the purchase or sale
of any financial instrument, and may not be relied upon by you in evaluating the
merits of investing in the securities described herein. Any investment decision
with respect to the securities should be made by you based solely upon the
information contained in the final prospectus relating to the securities. No
assurance or representation can be made as to the actual rate or timing of
principal payments or prepayments on any of the collateral or the performance
characteristics of the securities. This information was prepared in reliance on
information regarding the collateral furnished by the seller of the collateral.
J.P. Morgan and/or its affiliates and employees may hold a position or act as
market maker in the financial instruments of any issuer discussed herein or act
as underwriter, placement agent, advisor or lender to such issuer. J.P. Morgan
Securities Inc. is a member of SIPC. Copyright 1999 J.P. Morgan & Co.
Incorporated. Clients should contact analysts at and execute transactions
through a J.P. Morgan entity in their home jurisdiction unless governing law
permits otherwise.
<PAGE>
JP Morgan [LOGO OF GREEN TREE FINANCIAL] August 11, 1999
GEOGRAPHIC DISTRIBUTION OF MORTGAGED PROPERTIES
INITIAL FIXED RATE HOME EQUITY CONTRACTS
<TABLE>
<CAPTION>
% of % of Fixed
Contract Aggregate Rate Contracts
Number Pool by Principal by Outstanding
of Number of Balance Principal
State Contracts Contracts Outstanding Balance
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Alabama 144 3.48% 6,310,049.85 2.52%
Arizona 84 2.03% 4,523,198.65 1.81%
Arkansas 37 0.89% 1,819,466.64 0.73%
California 311 7.52% 25,745,334.27 10.30%
Colorado 99 2.39% 6,554,876.37 2.62%
Connecticut 40 0.97% 3,203,438.32 1.28%
Delaware 16 0.39% 1,266,150.61 0.51%
District of Columbia 3 0.07% 209,483.02 0.08%
Florida 217 5.25% 12,356,882.91 4.94%
Georgia 138 3.34% 8,858,637.75 3.54%
Idaho 18 0.44% 1,109,190.00 0.44%
Illinois 221 5.34% 12,008,988.36 4.80%
Indiana 140 3.38% 6,388,009.33 2.56%
Iowa 73 1.76% 3,809,413.63 1.52%
Kansas 64 1.55% 3,504,084.35 1.40%
Kentucky 79 1.91% 4,303,265.90 1.72%
Louisiana 106 2.56% 5,601,232.10 2.24%
Maine 5 0.12% 261,180.00 0.10%
Maryland 70 1.69% 5,638,866.42 2.26%
Massachusetts 36 0.87% 2,862,452.19 1.14%
Michigan 236 5.70% 15,334,506.46 6.13%
Minnesota 74 1.79% 4,161,709.46 1.66%
Mississippi 58 1.40% 3,118,369.82 1.25%
Missouri 135 3.26% 7,502,450.01 3.00%
Montana 7 0.17% 263,259.71 0.11%
Nebraska 28 0.68% 1,985,228.73 0.79%
Nevada 30 0.73% 1,526,750.93 0.61%
New Hampshire 5 0.12% 195,400.00 0.08%
New Jersey 59 1.43% 4,338,974.83 1.74%
New Mexico 27 0.65% 2,030,131.52 0.81%
New York 136 3.29% 10,902,100.93 4.36%
North Carolina 167 4.04% 10,460,474.83 4.18%
North Dakota 3 0.07% 139,330.64 0.06%
Ohio 291 7.03% 15,956,560.88 6.38%
Oklahoma 30 0.73% 1,449,607.48 0.58%
Oregon 23 0.56% 1,007,487.35 0.40%
Pennsylvania 170 4.11% 9,781,971.52 3.91%
Rhode Island 20 0.48% 1,058,454.26 0.42%
</TABLE>
Additional information is available upon request. Information herein is believed
to be reliable but J.P. Morgan does not warrant its completeness or accuracy.
These materials are subject to change from time to time without notice. Past
performance is not indicative of future results. Any description of the
collateral contained herein supersedes any previous collateral information and
will be superseded by the final prospectus relating to the securities. These
materials are not intended as an offer or solicitation for the purchase or sale
of any financial instrument, and may not be relied upon by you in evaluating the
merits of investing in the securities described herein. Any investment decision
with respect to the securities should be made by you based solely upon the
information contained in the final prospectus relating to the securities. No
assurance or representation can be made as to the actual rate or timing of
principal payments or prepayments on any of the collateral or the performance
characteristics of the securities. This information was prepared in reliance on
information regarding the collateral furnished by the seller of the collateral.
J.P. Morgan and/or its affiliates and employees may hold a position or act as
market maker in the financial instruments of any issuer discussed herein or act
as underwriter, placement agent, advisor or lender to such issuer. J.P. Morgan
Securities Inc. is a member of SIPC. Copyright 1999 J.P. Morgan & Co.
Incorporated. Clients should contact analysts at and execute transactions
through a J.P. Morgan entity in their home jurisdiction unless governing law
permits otherwise.
<PAGE>
JP Morgan [LOGO OF GREEN TREE FINANCIAL] August 11, 1999
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
South Carolina 129 3.12% 7,756,246.77 3.10%
South Dakota 19 0.46% 882,346.46 0.35%
Tennessee 104 2.51% 6,205,837.85 2.48%
Texas 155 3.75% 7,246,751.55 2.90%
Utah 44 1.06% 2,930,755.04 1.17%
Vermont 1 0.02% 95,000.00 0.04%
Virginia 124 3.00% 7,847,851.04 3.14%
Washington 79 1.91% 5,071,979.25 2.03%
West Virginia 14 0.34% 788,372.48 0.32%
Wisconsin 55 1.33% 2,948,813.12 1.18%
Wyoming 13 0.31% 678,914.00 0.27%
----- ------ -------------- ------
Totals(1) 4,137 100.00% 249,999,837.59 100.00%
</TABLE>
(1) Percentages do not add to 100% due to rounding
Additional information is available upon request. Information herein is believed
to be reliable but J.P. Morgan does not warrant its completeness or accuracy.
These materials are subject to change from time to time without notice. Past
performance is not indicative of future results. Any description of the
collateral contained herein supersedes any previous collateral information and
will be superseded by the final prospectus relating to the securities. These
materials are not intended as an offer or solicitation for the purchase or sale
of any financial instrument, and may not be relied upon by you in evaluating the
merits of investing in the securities described herein. Any investment decision
with respect to the securities should be made by you based solely upon the
information contained in the final prospectus relating to the securities. No
assurance or representation can be made as to the actual rate or timing of
principal payments or prepayments on any of the collateral or the performance
characteristics of the securities. This information was prepared in reliance on
information regarding the collateral furnished by the seller of the collateral.
J.P. Morgan and/or its affiliates and employees may hold a position or act as
market maker in the financial instruments of any issuer discussed herein or act
as underwriter, placement agent, advisor or lender to such issuer. J.P. Morgan
Securities Inc. is a member of SIPC. Copyright 1999 J.P. Morgan & Co.
Incorporated. Clients should contact analysts at and execute transactions
through a J.P. Morgan entity in their home jurisdiction unless governing law
permits otherwise.
<PAGE>
JP Morgan [LOGO OF GREEN TREE FINANCIAL] August 11, 1999
YEARS OF ORIGINATION OF INITIAL FIXED RATE HOME EQUITY CONTRACTS
<TABLE>
<CAPTION>
% of Fixed Rate
Number of Aggregate Principal Contracts by Outstanding
Year of Origination Contracts Balance Outstanding Principal Balance
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1997 9 608,535.15 0.24%
1998 299 14,516,868.38 5.81%
1999 3,829 234,874,434.06 93.95%
----- -------------- -----
Total 4,137 249,999,837.59 100.00%
</TABLE>
INITIAL FIXED RATE HOME EQUITY CONTRACT RATES
<TABLE>
<CAPTION>
% of Fixed Rate
Range of Contracts by Number of Aggregate Principal Contracts by Outstanding
Contract Rates Contracts Balance Outstanding Principal Balance
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Less than 9.00 % 125 13,240,286.34 5.30%
9.01 - 10.00 % 374 39,375,103.51 15.75%
10.01 - 11.00 % 746 63,610,415.52 25.44%
11.01 - 12.00 % 870 61,262,411.51 24.50%
12.01 - 13.00 % 685 29,395,337.67 11.76%
13.01 - 14.00 % 774 26,760,644.73 10.70%
14.01 - 15.00 % 305 9,786,619.25 3.91%
15.01 - 16.00 % 114 3,494,681.23 1.40%
16.01 - 17.00 % 72 1,607,894.08 0.64%
Greater than 17.00 % 72 1,466,443.75 0.59%
----- -------------- ------
Totals(1) 4,137 249,999,837.59 100.00%
</TABLE>
(1) Percentages do not add to 100% due to rounding
Additional information is available upon request. Information herein is believed
to be reliable but J.P. Morgan does not warrant its completeness or accuracy.
These materials are subject to change from time to time without notice. Past
performance is not indicative of future results. Any description of the
collateral contained herein supersedes any previous collateral information and
will be superseded by the final prospectus relating to the securities. These
materials are not intended as an offer or solicitation for the purchase or sale
of any financial instrument, and may not be relied upon by you in evaluating the
merits of investing in the securities described herein. Any investment decision
with respect to the securities should be made by you based solely upon the
information contained in the final prospectus relating to the securities. No
assurance or representation can be made as to the actual rate or timing of
principal payments or prepayments on any of the collateral or the performance
characteristics of the securities. This information was prepared in reliance on
information regarding the collateral furnished by the seller of the collateral.
J.P. Morgan and/or its affiliates and employees may hold a position or act as
market maker in the financial instruments of any issuer discussed herein or act
as underwriter, placement agent, advisor or lender to such issuer. J.P. Morgan
Securities Inc. is a member of SIPC. Copyright 1999 J.P. Morgan & Co.
Incorporated. Clients should contact analysts at and execute transactions
through a J.P. Morgan entity in their home jurisdiction unless governing law
permits otherwise.
<PAGE>
JP Morgan [LOGO OF GREEN TREE FINANCIAL] August 11, 1999
DISTRIBUTION OF ORIGINAL FIXED RATE HOME EQUITY CONTRACT AMOUNTS
<TABLE>
<CAPTION>
% of Fixed Rate
Original Contract Amount Number of Aggregate Principal Contracts by Outstanding
(in Dollars) Contracts Balance Outstanding Principal Balance
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
$ 0 - 9,999 9 75,872.92 0.03%
$ 10,000 - 19,999 699 10,363,268.40 4.15%
$ 20,000 - 29,999 624 15,162,723.41 6.07%
$ 30,000 - 39,999 430 14,841,131.63 5.94%
$ 40,000 - 49,999 388 17,386,425.54 6.95%
$ 50,000 - 59,999 347 18,968,423.35 7.59%
$ 60,000 - 69,999 299 19,321,944.66 7.73%
$ 70,000 - 79,999 296 22,088,508.39 8.84%
$ 80,000 - 89,999 199 16,838,006.57 6.74%
$ 90,000 - 99,999 158 14,976,463.48 5.99%
$100,000 - 109,999 131 13,692,948.29 5.48%
$110,000 - 119,999 119 13,583,655.94 5.43%
$120,000 - 129,999 85 10,531,787.39 4.21%
$130,000 - 139,999 78 10,525,384.10 4.21%
$140,000 - 149,999 53 7,600,262.35 3.04%
$150,000 - 159,999 40 6,155,973.51 2.46%
$160,000 - 169,999 34 5,601,755.86 2.24%
$170,000 - 179,999 30 5,244,120.81 2.10%
$180,000 - 189,999 22 4,051,812.13 1.62%
$190,000 - 199,999 17 3,315,507.56 1.33%
$200,000 - 249,999 46 10,154,747.43 4.06%
$250,000 - 299,999 23 6,232,339.83 2.49%
$300,000 - 399,999 10 3,286,774.04 1.31%
----- -------------- ------
Totals(1) 4,137 249,999,837.59 100.00%
</TABLE>
(1) Percentages do not add to 100% due to rounding
Additional information is available upon request. Information herein is believed
to be reliable but J.P. Morgan does not warrant its completeness or accuracy.
These materials are subject to change from time to time without notice. Past
performance is not indicative of future results. Any description of the
collateral contained herein supersedes any previous collateral information and
will be superseded by the final prospectus relating to the securities. These
materials are not intended as an offer or solicitation for the purchase or sale
of any financial instrument, and may not be relied upon by you in evaluating the
merits of investing in the securities described herein. Any investment decision
with respect to the securities should be made by you based solely upon the
information contained in the final prospectus relating to the securities. No
assurance or representation can be made as to the actual rate or timing of
principal payments or prepayments on any of the collateral or the performance
characteristics of the securities. This information was prepared in reliance on
information regarding the collateral furnished by the seller of the collateral.
J.P. Morgan and/or its affiliates and employees may hold a position or act as
market maker in the financial instruments of any issuer discussed herein or act
as underwriter, placement agent, advisor or lender to such issuer. J.P. Morgan
Securities Inc. is a member of SIPC. Copyright 1999 J.P. Morgan & Co.
Incorporated. Clients should contact analysts at and execute transactions
through a J.P. Morgan entity in their home jurisdiction unless governing law
permits otherwise.
<PAGE>
JP Morgan [LOGO OF GREEN TREE FINANCIAL] August 11, 1999
REMAINING MONTHS TO MATURITY OF INITIAL FIXED RATE HOME EQUITY CONTRACTS
<TABLE>
<CAPTION>
% of Fixed Rate
Number of Aggregate Principal Contracts by Outstanding
Months Remaining Contracts Balance Outstanding Principal Balance
------------------------------------------------------------------------------------------
<S> <C> <C> <C>
31 - 60 65 1,437,915.66 0.58%
61 - 90 52 1,260,653.42 0.50%
91 - 120 291 8,959,397.03 3.58%
121 - 150 23 1,086,312.97 0.43%
151 - 180 1,472 77,714,935.45 31.09%
181 - 210 6 377,740.34 0.15%
211 - 240 1,393 85,959,946.24 34.38%
241 - 270 2 119,903.46 0.05%
271 - 300 340 24,432,472.56 9.77%
301 - 330 3 175,310.02 0.07%
331 - 360 490 48,475,250.44 19.39%
----- -------------- ------
Totals(1) 4,137 249,999,837.59 100.00%
</TABLE>
(1) Percentages do not add to 100% due to rounding
LIEN POSITION OF INITIAL FIXED RATE HOME EQUITY CONTRACTS
<TABLE>
<CAPTION>
Number of Aggregate Principal % of Fixed Rate Contracts by
Lien Contracts Balance Outstanding Outstanding Principal Balance
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
First Lien 2,418 200,226,558.43 80.09%
Second Lien 1,676 48,913,426.13 19.57%
Third Lien 43 859,853.03 0.34%
----- -------------- ------
Totals 4,137 249,999,837.59 100.00%
</TABLE>
Additional information is available upon request. Information herein is believed
to be reliable but J.P. Morgan does not warrant its completeness or accuracy.
These materials are subject to change from time to time without notice. Past
performance is not indicative of future results. Any description of the
collateral contained herein supersedes any previous collateral information and
will be superseded by the final prospectus relating to the securities. These
materials are not intended as an offer or solicitation for the purchase or sale
of any financial instrument, and may not be relied upon by you in evaluating the
merits of investing in the securities described herein. Any investment decision
with respect to the securities should be made by you based solely upon the
information contained in the final prospectus relating to the securities. No
assurance or representation can be made as to the actual rate or timing of
principal payments or prepayments on any of the collateral or the performance
characteristics of the securities. This information was prepared in reliance on
information regarding the collateral furnished by the seller of the collateral.
J.P. Morgan and/or its affiliates and employees may hold a position or act as
market maker in the financial instruments of any issuer discussed herein or act
as underwriter, placement agent, advisor or lender to such issuer. J.P. Morgan
Securities Inc. is a member of SIPC. Copyright 1999 J.P. Morgan & Co.
Incorporated. Clients should contact analysts at and execute transactions
through a J.P. Morgan entity in their home jurisdiction unless governing law
permits otherwise.
<PAGE>
JP Morgan [LOGO OF GREEN TREE FINANCIAL] August 11, 1999
COMBINED LOAN-TO-VALUE RATIO OF INITIAL FIXED RATE HOME EQUITY CONTRACTS
<TABLE>
<CAPTION>
% of Fixed Rate
Combined Loan-to-Value Number of Aggregate Principal Contracts by Outstanding
Ratio Contracts Balance Outstanding Principal Balance
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
0.01 - 10.00 % 3 71,000.00 0.03%
10.01 - 20.00 % 6 208,392.86 0.08%
20.01 - 30.00 % 23 752,746.11 0.30%
30.01 - 40.00 % 21 702,816.30 0.28%
40.01 - 50.00 % 48 1,672,784.05 0.67%
50.01 - 60.00 % 60 2,657,996.36 1.06%
60.01 - 70.00 % 131 5,491,442.34 2.20%
70.01 - 80.00 % 456 26,927,385.09 10.77%
80.01 - 90.00 % 1,173 74,051,784.93 29.62%
90.01 - 100.00 % 2,216 137,463,489.55 54.99%
----- -------------- ------
Totals 4,137 249,999,837.59 100.00%
</TABLE>
Additional information is available upon request. Information herein is believed
to be reliable but J.P. Morgan does not warrant its completeness or accuracy.
These materials are subject to change from time to time without notice. Past
performance is not indicative of future results. Any description of the
collateral contained herein supersedes any previous collateral information and
will be superseded by the final prospectus relating to the securities. These
materials are not intended as an offer or solicitation for the purchase or sale
of any financial instrument, and may not be relied upon by you in evaluating the
merits of investing in the securities described herein. Any investment decision
with respect to the securities should be made by you based solely upon the
information contained in the final prospectus relating to the securities. No
assurance or representation can be made as to the actual rate or timing of
principal payments or prepayments on any of the collateral or the performance
characteristics of the securities. This information was prepared in reliance on
information regarding the collateral furnished by the seller of the collateral.
J.P. Morgan and/or its affiliates and employees may hold a position or act as
market maker in the financial instruments of any issuer discussed herein or act
as underwriter, placement agent, advisor or lender to such issuer. J.P. Morgan
Securities Inc. is a member of SIPC. Copyright 1999 J.P. Morgan & Co.
Incorporated. Clients should contact analysts at and execute transactions
through a J.P. Morgan entity in their home jurisdiction unless governing law
permits otherwise.
<PAGE>
JP Morgan [LOGO OF GREEN TREE FINANCIAL] August 11, 1999
CPR PREPAYMENT SENSITIVITIES
FOR POOL CERTIFICATES
<TABLE>
<CAPTION>
75% of Prepayment 100% of Prepayment 125% of Prepayment 150% of Prepayment 175% of Prepayment
Model WAL/Maturity Model WAL/Maturity Model WAL/Maturity Model WAL/Maturity Model WAL/Maturity
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
To Call
A-1 1.32 03/02 1.07 08/01 0.90 04/01 0.79 01/01 0.71 11/00
A-2 3.36 12/03 2.59 12/02 2.11 04/02 1.79 11/01 1.56 07/01
A-3 5.34 05/06 3.95 05/04 3.12 04/03 2.58 08/02 2.21 03/02
A-4 7.67 03/08 5.42 01/06 4.09 04/04 3.27 04/03 2.74 08/02
A-5 9.76 10/10 7.52 04/08 5.67 07/06 4.29 04/05 3.37 07/03
A-6 NAS 5.89 07/10 5.37 02/08 4.91 05/06 4.41 04/05 3.87 04/04
A-7 IO 1.64 04/01 1.64 04/01 1.64 04/01 1.64 04/01 1.64 04/01
M-1 12.07 01/12 9.39 04/09 7.57 06/07 6.23 02/06 5.22 02/05
M-2 12.39 01/12 9.64 04/09 7.80 06/07 6.47 02/06 5.47 02/05
B-1 5.76 03/07 4.41 06/05 3.92 09/04 3.76 04/04 3.63 01/04
B-2 10.66 01/12 8.26 04/09 6.89 06/07 5.97 02/06 5.25 02/05
To Maturity
M-1 12.52 11/13 9.80 12/10 7.87 09/08 6.44 02/07 5.35 11/05
M-2 17.00 07/29 14.31 07/29 11.89 07/29 9.92 07/29 8.34 07/29
B-2 11.91 07/29 9.50 07/29 8.10 07/29 7.23 07/29 6.57 07/29
</TABLE>
Additional information is available upon request. Information herein is believed
to be reliable but J.P. Morgan does not warrant its completeness or accuracy.
These materials are subject to change from time to time without notice. Past
performance is not indicative of future results. Any description of the
collateral contained herein supersedes any previous collateral information and
will be superseded by the final prospectus relating to the securities. These
materials are not intended as an offer or solicitation for the purchase or sale
of any financial instrument, and may not be relied upon by you in evaluating the
merits of investing in the securities described herein. Any investment decision
with respect to the securities should be made by you based solely upon the
information contained in the final prospectus relating to the securities. No
assurance or representation can be made as to the actual rate or timing of
principal payments or prepayments on any of the collateral or the performance
characteristics of the securities. This information was prepared in reliance on
information regarding the collateral furnished by the seller of the collateral.
J.P. Morgan and/or its affiliates and employees may hold a position or act as
market maker in the financial instruments of any issuer discussed herein or act
as underwriter, placement agent, advisor or lender to such issuer. J.P. Morgan
Securities Inc. is a member of SIPC. Copyright 1999 J.P. Morgan & Co.
Incorporated. Clients should contact analysts at and execute transactions
through a J.P. Morgan entity in their home jurisdiction unless governing law
permits otherwise.
