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Filed Pursuant to Rule 424(b)(3)
File No. 333-63305
SUPPLEMENT TO PROSPECTUS SUPPLEMENT DATED NOVEMBER 17, 1998
(To Prospectus dated October 9, 1998)
$12,500,000 (Approximate)
GREEN TREE
Seller and Servicer
Certificates for Home Improvement and Home Equity Loans
Series 1998-E
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We are offering the following class through this supplement:
<TABLE>
<CAPTION>
Pass-
Approximate Through
Class Principal Amount(1) Rate
- ----- ------------------- -------
<S> <C> <C>
HI: M-2.......................................... $12,500,000 7.450%(2)
</TABLE>
(1) May vary plus or minus 5%.
(2) Or the weighted average of the rates on the contracts in the home equity
contract sub-pool, if less.
Investing in the Certificates involves certain risks. Prospective investors
should consider carefully the Risk Factors beginning on page S-19 in the
prospectus supplement and on page 9 in the prospectus.
This supplement relates to the offering of the Class HI: M-2 Certificates
but does not contain complete information about these certificates. Additional
information is contained in the accompanying prospectus supplement dated
November 17, 1998 and in the related prospectus dated October 9, 1998.
Prospective purchasers are urged to read this supplement, the prospectus
supplement and the prospectus in full.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
The Attorney General of the State of New York has not passed on or endorsed the
merits of this offering. Any representation to the contrary is unlawful.
The Class HI: M-2 Certificates will be delivered through the Same-Day
Funds Settlement System of the Depository Trust Company on or about December
21, 1998.
The Class HI: M-2 Certificates will be purchased by the underwriter from
Green Tree Financial Corporation and will be offered by the underwriters from
time to time to the public in negotiated transactions or otherwise at varying
prices to be determined at the time of sale. Proceeds to Green Tree Financial
Corporation from the sale of such Certificates, before deducting expenses, will
be approximately $12,159,000. See "Underwriting" on page SS-2 in this
supplement, on page S-117 in the prospectus supplement and on page 57 in the
prospectus.
The Certificates are offered hereby, subject to receipt and acceptance by
the respective underwriters and their right to reject any order in whole or in
part.
This supplement may be used to offer or sell the certificates only if
accompanied by the prospectus supplement and prospectus.
Underwriter of the Class HI: M-2 Certificates Credit Suisse First Boston
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The date of this supplement is December 17, 1998
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The following information supplements the information in the Prospectus
Supplement under the heading "Certain Federal Income Tax Consequences."
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
For federal income tax purposes, the Class HI: M-2 Certificates will be
treated as having been issued with original issue discount. For additional
information regarding Certificates that have been issued with original issue
discount, as well as information regarding federal income tax consequences of
investing in the Certificates, see "Certain Federal Income Tax Consequences--
REMIC Election" in the Prospectus Supplement and "Certain Federal Income Tax
Consequences--REMIC Series" in the Prospectus.
The following information supplements the information in the Prospectus
Supplement under the heading "Underwriting."
UNDERWRITING
The Underwriter named below has agreed, subject to the terms and
conditions of an Underwriting Agreement, dated December 17, 1998 (the
"Supplemental Underwriting Agreement"), to purchase from the Company the
respective principal amounts of the Certificates set forth opposite its name
below.
<TABLE>
<CAPTION>
Principal
Amount of
Class
HI: M-2
Underwriter Certificates
----------- ------------
<S> <C>
Credit Suisse First Boston Corporation.......................... $12,500,000
-----------
Total......................................................... $12,500,000
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</TABLE>
In the Supplemental Underwriting Agreement, the Underwriter has agreed,
subject to the terms and conditions set forth therein, to purchase all of the
Certificates offered by this Supplement if any such Certificates are purchased.
Distribution of such Certificates will be made by the Underwriter from time to
time in negotiated transactions or otherwise at varying prices to be determined
at the time of sale. In connection with the sale of such Certificates, the
Underwriter may be deemed to have received compensation from the Company in the
form of underwriting discounts.
SS-2
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For 90 days after the date of this supplement to the prospectus
supplement, all dealers that effect transactions in these securities, whether
or not participating in this offering, may be required to deliver a prospectus
with supplements. This is in addition to the dealers' obligation to deliver a
copy of this prospectus with supplements when acting as underwriters and with
respect to their unsold allotments or subscriptions.
[GreenTree Logo]
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