GREEN TREE FINANCIAL CORP
8-K, 1999-08-26
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): August 25, 1999



                       GREEN TREE FINANCIAL CORPORATION
                       --------------------------------


         Delaware                       01-08916                  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          Computational materials prepared by underwriter
                                in connection with the $600,000,000
                                (Approximate) Certificates for  Home Improvement
                                Loans, Series 1999-E, issued by Green Tree
                                Financial Corporation, as Seller and Servicer.

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.

                              GREEN TREE FINANCIAL CORPORATION



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

                                       3
<PAGE>

                               INDEX TO EXHIBITS

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

     99.1   Computational materials prepared by underwriter in connection with
            the $600,000,000 (Approximate) Certificates for Home Improvement
            Loans, Series 1999-E, to be issued by Green Tree Financial
            Corporation, as Seller and Servicer.

                                       4

<PAGE>

                        TERM SHEET DATED August 25, 1999

                           $600,000,000 (Approximate)

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

                        GREEN TREE FINANCIAL CORPORATION

                                [GREEN TREE LOGO]

- -------------------------------------------------------------------------------
             Certificates for Home Improvement Loans, Series 1999-E
- -------------------------------------------------------------------------------






















- -------------------------------------------------------------------------------
This information does not constitute either an offer to sell or a solicitation
of an offer to buy any of the securities referred to herein. Offers to sell and
solicitations of offers to buy the securities are made only by, and this
information must be read in conjunction with, the final Prospectus Supplement
and the related Prospectus or, if not registered under the securities laws, the
final Offering Memorandum (the "Offering Document"). Information contained
herein does not purport to be complete and is subject to the same qualifications
and assumptions, and should be considered by investors only in light of the same
warnings, lack of assurances, and representations and other precautionary
matters, as disclosed in the Offering Document. Information regarding the
underlying assets has been provided by the issuer of the securities or an
affiliate thereof and has not been independently verified by Lehman Brothers
Inc. or any affiliate. The analyses contained herein have been prepared on the
basis of certain assumptions (including, in certain cases, assumptions specified
by the recipient hereof) regarding payments, interest rates, losses and other
matters, including, but not limited to, the assumptions described in the
Offering Document. Lehman Brothers Inc., and any of its affiliates, make no
representation or warranty as to the actual rate or timing of payments on any of
the underlying assets or the payments or yield on the securities. This
information supersedes any prior versions hereof and will be deemed to be
superseded by any subsequent versions (including, with respect to any
descriptions of the securities or underlying assets, the information contained
in the Offering Document).

                                       1
<PAGE>

                          TERM SHEET DATED August, 1999

                        Green Tree Financial Corporation
             Certificates for Home Improvement Loans, Series 1999-E
                           $600,000,000 (Approximate)

                               Subject to Revision

Seller/Servicer            Green Tree Financial Corporation ("Green Tree")

Trustee                    U.S. Bank Trust National Association

Underwriter                Lehman Brothers Inc. (Lead),
                           Chase Securities Inc. (Co),
                           First Union Capital Markets (Co), and
                           Merrill Lynch & Co. (Co)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
                            Amount        Ratings (S&P/Fitch)          WAL at 100% Prepayment Model(1)     Exp. Final Maturity
- ------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>               <C>                         <C>                           <C>
To Call
    A-1                  $216,000,000         AAA / AAA                               0.95                     07/2001
    A-2                   $42,000,000         AAA / AAA                               2.05                     12/2001
    A-3                  $124,000,000         AAA / AAA                               3.05                     10/2003
    A-4                   $84,500,000         AAA / AAA                               5.19                     04/2006
    M-1                   $48,000,000         AA / AA                                 7.54                     09/2007
    M-2                   $28,500,000         A / A                                   8.00                     09/2007
    B-1                   $18,000,000         BBB / BBB                               3.66                     01/2004
    B-2                   $39,000,000         BBB- / BBB+                             6.56                     09/2007
To Maturity
    M-1                   $48,000,000         AA / AA                                 7.83                     04/2009
    M-2                   $28,500,000         A / A                                  12.53                     10/2024
    B-2                   $39,000,000         BBB- / BBB+                             7.52                     10/2024
Total Balance           $600,000,000
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      The Certificates will be priced assuming a conditional prepayment rate
         of 12% per annum of the then outstanding principal balance of the Home
         Improvement Loans in the first month of the life of the Home
         Improvement Loans and an additional 0.91% (precisely, 10/11%) 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 22%.



Recipients must read the statement printed on the attached cover. Do not use or
rely on this information if you have not received and reviewed this statement.
If you have not received this statement, call your Lehman Brothers account
executive for another copy.

                                       2
<PAGE>

Cut-off Date               The Trust will be entitled to receive all payments on
                           the contracts due on or after July 31, 1999, for
                           loans other than Subsequent Loans. For each
                           Subsequent Loan, the trust will be entitled to
                           receive all payments due after the last day of the
                           calendar month in which the subsequent closing
                           occurs.

Exp. Pricing               Week of August 23, 1999

Exp. Settlement/
Closing Date               [September 15, 1999]

Legal Final                The Payment Date in August 2030

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 October 15, 1999.

ERISA                      Only the Class A Certificates are ERISA eligible.

Tax Status                 The Trust will be treated as a "real estate mortgage
                           investment conduit" (a "REMIC") for federal income
                           tax purposes.

Optional Redemption        10% cleanup call

Additional Collateral      The data set forth below with respect to the pool are
                           based solely on the loans identified for inclusion in
                           the pool as of the related 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 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 related group of Initial Loans.

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
                           a period (not longer than 90 days) 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.

Recipients must read the statement printed on the attached cover. Do not use or
rely on this information if you have not received and reviewed this statement.
If you have not received this statement, call your Lehman Brothers account
executive for another copy.

                                       3
<PAGE>

Credit Enhancement         Class A:    22.25% subordination (Class M-1, M-2, B-1
                                       and B-2), and Residual (Class C)

                           Class M-1:  14.25% subordination (Class M-2, B-1 and
                                       B-2), and Residual (Class C)

                           Class M-2:  9.50% subordination (Class B-1 and B-2),
                                       and Residual (Class C)

                           Class B-1:  6.50% subordination (Class B-2), and
                                       Residual (Class C)

                           Class B-2:  Limited Guaranty and 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, amounts otherwise payable
                           to Green Tree as the Guaranty Fee, and amounts
                           otherwise payable 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 Class M and Class
                           B Certificates. Class M Certificates are senior to
                           the Class B Certificates.

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
                           accrue at the applicable Pass-Through Rate for each
                           Class on the outstanding related 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 Settlement
                           Date, or from the most recent Payment Date on which
                           interest has been paid, to but excluding the
                           following Payment Date. Interest will accrue on a
                           30/360 payment basis for all Certificates.

                           Interest shortfalls will be carried forward, and will
                           bear interest at the applicable Pass- Through Rate,
                           to the extent legally permissible.

                           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, to the extent of the remaining
                           Amount Available.

Recipients must read the statement printed on the attached cover. Do not use or
rely on this information if you have not received and reviewed this statement.
If you have not received this statement, call your Lehman Brothers account
executive for another copy.

                                       4
<PAGE>

Class A Principal          The Senior Percentage of the Formula Principal
                           Distribution Amount will be distributed, to the
                           extent of the Amount Available, 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, and then to the
                           Class A-4 Certificateholders until the Class A-4
                           Principal Balance has been reduced to zero.

                           The "Senior Percentage" will equal 100% if any of the
                           following exist:

                           i)       the Payment Date is prior to October 2002
                                    (month 37); or

                           ii)      each Class B Principal Distribution Test
                                    (see below) is not satisfied.

                           Otherwise, the Senior Percentage will equal a
                           fraction, the numerator of which is the sum of the
                           Class A Principal Balance and the Class M Principal
                           Balance for a given Payment Date, and the denominator
                           of which is the Pool Scheduled Principal Balance for
                           the immediately preceding Payment Date.

                           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 on each Loan during such Due Period, (iv)
                           the Scheduled Principal Balance of each Loan that
                           became a liquidated contract 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 the Payment Date occurs on or
                           after the Payment Date on which the Class B-2
                           Principal Balance has been reduced to zero, or such
                           amount was not covered by a Class B-2 Guaranty
                           Payment and corresponding reduction in the Class B-2
                           Principal Balance.

Class M-1 Principal        Class M-1 Certificateholders will not receive
                           principal payments 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 payments until the Class A and Class M-1
                           Principal Balances have been reduced to zero. At that
                           time the 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 October 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 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 Amounts 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%.

Recipients must read the statement printed on the attached cover. Do not use or
rely on this information if you have not received and reviewed this statement.
If you have not received this statement, call your Lehman Brothers account
executive for another copy.

                                       5
<PAGE>

Class B Principal
Distribution Tests         (i)      the average Sixty-Day Delinquency Ratio as
                                    of the given Payment Date and the prior two
                                    Payment Dates must not exceed 2.5%;

                           (ii)     the average Thirty-Day Delinquency Ratio as
                                    of the given Payment Date and the prior two
                                    Payment Dates must not exceed 5.0%;

                           (iii)    the Cumulative Realized Losses as of the
                                    given Payment Date must not exceed 10.0%;

                           (iv)     the Current Realized Loss Ratio as of the
                                    given Payment Date must not exceed 2.5%; and

                           (v)      the Class B Principal Balance divided by the
                                    Pool Scheduled Principal Balance as of the
                                    immediately preceding Payment Date must be
                                    equal to or greater than 19.0%.

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
                           first absorbed by the Class C Certificateholder, then
                           the Guaranty Fee otherwise payable to Green Tree,
                           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.

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
                           Settlement 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 principal and interest due to the
                           Class A, Class M-1, Class M-2 and Class B-1
                           Certificateholders, interest will be paid to the
                           Class B-2 Certificateholders. 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 Settlement 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 remaining 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.

Recipients must read the statement printed on the attached cover. Do not use or
rely on this information if you have not received and reviewed this statement.
If you have not received this statement, call your Lehman Brothers account
executive for another copy.

                                       6
<PAGE>

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.


Recipients must read the statement printed on the attached cover. Do not use or
rely on this information if you have not received and reviewed this statement.
If you have not received this statement, call your Lehman Brothers account
executive for another copy.

                                       7
<PAGE>

                             HOME IMPROVEMENT LOANS

     The Home Improvement Loans consist of conventional and FHA insured home
improvement contracts and promissory notes. The obligations of the obligor under
each Home Improvement Loan are secured by the related real estate.

     The information concerning the Initial Home Improvement Loans presented
below is based on a pool originated through August 6, 1999. Green Tree intends
to acquire and sell Additional Home Improvement Loans to the Trust by the
Closing Date and Subsequent Home Improvement Loans to the Trust thereafter.
Although the characteristics of the final pool of Home Improvement Loans will
differ from the characteristics of the Initial Home Improvement Loans shown
below, Green Tree does not expect that the characteristics of the Additional and
Subsequent Home Improvement Loans sold to the Trust will vary materially from
those of the Initial Home Improvement Loans described herein.

                                THE INITIAL LOANS

               -------------------------------------------------
               Number of Loans:                           15,904
               Wgt. Avg. Loan Rate:                      12.537%
               Range of Rates:                    6.00% - 20.99%
               Wgt. Avg. Orig. Maturity:                     220
               Wgt. Avg. Rem. Maturity:                      217
               Avg. Rem. Princ. Balance:                $ 18,778
               -------------------------------------------------


                 GEOGRAPHIC DISTRIBUTION OF MORTGAGED PROPERTIES
                                  INITIAL LOANS

<TABLE>
<CAPTION>

                                                          Aggregate Principal          % of Loans by
                                    Number of                   Balance            Outstanding Principal
           State                      Loans                   Outstanding                 Balance
           -----                    ---------             -------------------      ---------------------
<S>                                 <C>                   <C>                      <C>
            CA                          1,882               $51,846,843.44                  17.36%
            NY                          1,282                28,094,726.19                   9.41%
            NJ                          1,042                21,184,758.88                   7.09%
            PA                          1,032                19,293,342.11                   6.46%
            MI                          1,030                15,612,336.29                   5.23%
       Other States*                    9,636               162,610,831.14                  54.45%
                                       ------              ---------------                 ------
            Total                      15,904              $298,642,838.05                 100.00%
</TABLE>

*    No one State in this category constitutes more than 5% of the Outstanding
     Principal Balance.


                      YEARS OF ORIGINATION OF INITIAL LOANS

<TABLE>
<CAPTION>
                                                                                       % of Loans by
                                    Number of             Aggregate Principal      Outstanding Principal
    Year of Origination               Loans               Balance Outstanding             Balance
    -------------------             ---------             -------------------      ---------------------
<S>                                  <C>                 <C>                        <C>
               1989                         1                   $10,991.59                     *
               1990                         5                    18,725.75                   0.01%
               1997                         8                   214,391.55                   0.07%
               1998                     1,922                31,682,537.89                  10.61%
               1999                    13,968               266,716,191.27                  89.31%
                                       ------              ---------------                 ------
           Total(1)                    15,904              $298,642,838.05                 100.00%
</TABLE>

*    Indicates an amount greater than 0.000% but less than 0.005%.

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



Recipients must read the statement printed on the attached cover. Do not use or
rely on this information if you have not received and reviewed this statement.
If you have not received this statement, call your Lehman Brothers account
executive for another copy.

                                       8
<PAGE>

             DISTRIBUTION OF ORIGINAL LOAN AMOUNTS OF INITIAL LOANS

<TABLE>
<CAPTION>
                                                                                       % of Loans by
         Original Loan                 Number of          Aggregate Principal      Outstanding Principal
      Amount (in Dollars)                Loans            Balance Outstanding             Balance
      -------------------              ---------          -------------------      ---------------------
<S>                                    <C>                <C>                      <C>
     Less than 10,000.00                3,906               $25,714,269.49                   8.61%
   10,000.00 - 14,999.99                3,295                40,147,502.35                  13.44%
   15,000.00 - 19,999.99                2,741                46,740,497.26                  15.65%
   20,000.00 - 24,999.99                1,993                43,740,458.79                  14.65%
   25,000.00 - 29,999.99                1,408                37,854,531.01                  12.68%
   30,000.00 - 34,999.99                  850                27,148,892.04                   9.09%
   35,000.00 - 39,999.99                  587                21,740,223.52                   7.28%
   40,000.00 - 44,999.99                  563                23,691,219.75                   7.93%
   45,000.00 - 49,999.99                  187                 8,757,860.32                   2.93%
   50,000.00 - 54,999.99                  235                12,110,208.69                   4.06%
   55,000.00 - 59,999.99                   33                 1,881,284.79                   0.63%
   60,000.00 - 64,999.99                   27                 1,671,141.09                   0.56%
   65,000.00 - 69,999.99                   15                 1,010,921.20                   0.34%
   70,000.00 - 74,999.99                   12                   863,462.60                   0.29%
   75,000.00 - 79,999.99                   12                   924,632.96                   0.31%
   80,000.00 - 84,999.99                    9                   742,188.16                   0.25%
   85,000.00 - 89,999.99                    6                   521,994.69                   0.17%
   90,000.00 - 94,999.99                    3                   276,747.56                   0.09%
   95,000.00 - 99,999.99                    1                    96,687.07                   0.03%
 100,000.00 - 104,999.99                    3                   307,500.62                   0.10%
 105,000.00 - 109,999.99                    2                   218,749.27                   0.07%
 115,000.00 - 119,999.99                    1                   115,117.68                   0.04%
 120,000.00 - 124,999.99                    1                   121,962.51                   0.04%
 125,000.00 - 129,999.99                    1                   126,160.68                   0.04%
 130,000.00 - 134,999.99                    1                   134,679.33                   0.05%
 135,000.00 - 139,999.99                    1                   138,335.61                   0.05%
 145,000.00 - 149,999.99                    2                   296,669.78                   0.10%
 150,000.00 - 154,999.99                    3                   457,593.75                   0.15%
 170,000.00 - 174,999.99                    1                   171,126.68                   0.06%
 175,000.00 - 179,999.99                    2                   354,513.94                   0.12%
 180,000.00 - 184,999.99                    1                   182,752.92                   0.06%
 190,000.00 - 194,999.99                    2                   382,951.94                   0.13%
                                       ------              ---------------                 ------
                Total(1)               15,904              $298,642,838.05                 100.00%

</TABLE>

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


Recipients must read the statement printed on the attached cover. Do not use or
rely on this information if you have not received and reviewed this statement.
If you have not received this statement, call your Lehman Brothers account
executive for another copy.

                                       9
<PAGE>

                               INITIAL LOAN RATES

<TABLE>
<CAPTION>
                                                                                       % of Loans by

     Range of Loans by              Number of            Aggregate Principal       Outstanding Principal
        Loan Rates                    Loans              Balance Outstanding              Balance
     -----------------              ---------            -------------------       ---------------------
<S>                                 <C>                  <C>                       <C>
         5.001 - 6.000                      1                    $9,416.67                     *
         7.001 - 8.000                     17                   486,982.32                   0.16%
         8.001 - 9.000                    337                 9,840,217.87                   3.29%
        9.001 - 10.000                  1,535                33,783,047.02                  11.31%
       10.001 - 11.000                  2,179                47,712,684.30                  15.98%
       11.001 - 12.000                  2,438                46,870,701.57                  15.69%
       12.001 - 13.000                  2,320                40,755,758.16                  13.65%
       13.001 - 14.000                  3,175                50,793,378.36                  17.01%
       14.001 - 15.000                  2,530                38,492,545.12                  12.89%
       15.001 - 16.000                    830                17,792,495.82                   5.96%
       16.001 - 17.000                    416                 9,362,185.58                   3.13%
       17.001 - 18.000                    109                 2,416,127.84                   0.81%
       18.001 - 19.000                     14                   276,388.93                   0.09%
   Greater than 19.000                      3                    50,908.49                   0.02%
                                       ------              ---------------                 ------
              Total(1)                 15,904              $298,642,838.05                 100.00%

</TABLE>

*    Indicates an amount greater than 0.000% but less than 0.005%.

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


                                   REMAINING MONTHS TO MATURITY OF INITIAL LOANS

<TABLE>
<CAPTION>
                                                                                       % of Loans by
                                    Number of            Aggregate Principal       Outstanding Principal
     Months Remaining                 Loans              Balance Outstanding              Balance
     ----------------               ---------            -------------------       ---------------------
<S>                                 <C>                  <C>                       <C>
            1 - 30                         93                  $363,678.05                   0.12%
           31 - 60                      1,159                 8,228,882.18                   2.76%
           61 - 90                        739                 6,190,395.08                   2.07%
          91 - 120                      3,726                47,243,288.50                  15.82%
         121 - 150                        168                 2,348,694.43                   0.79%
         151 - 180                      3,739                69,933,239.15                  23.42%
         181 - 210                        312                 4,955,761.23                   1.66%
         211 - 240                      1,925                43,218,483.62                  14.47%
         241 - 270                          8                   174,623.64                   0.06%
         271 - 300                      4,033               115,751,690.65                  38.76%
         331 - 360                          2                   234,101.52                   0.08%
                                       ------              ---------------                 ------
          Total(1)                     15,904              $298,642,838.05                 100.00%
</TABLE>

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


Recipients must read the statement printed on the attached cover. Do not use or
rely on this information if you have not received and reviewed this statement.
If you have not received this statement, call your Lehman Brothers account
executive for another copy.

                                       10
<PAGE>

                            PREPAYMENT SENSITIVITIES
                   FOR HOME IMPROVEMENT CONTRACT CERTIFICATES

<TABLE>
<CAPTION>
Percentage of the
Prepayment                    50%                75%                 100%                125%                150%
Assumption               WAL/Maturity        WAL/Maturity        WAL/Maturity        WAL/Maturity        WAL/Maturity
- ------------------    ----------------     ---------------     ---------------     ---------------     ---------------
<S>                   <C>        <C>       <C>       <C>       <C>       <C>       <C>       <C>        <C>      <C>
To Call
A-1                     1.63     12/02      1.20     01/02      0.95     07/01      0.79     03/01      0.68     12/00
A-2                     3.62     09/03      2.63     08/02      2.05     12/01      1.68     07/01      1.43     04/01
A-3                     5.40     10/06      3.97     01/05      3.05     10/03      2.44     11/02      2.05     04/02
A-4                     8.81     10/10      6.66     12/07      5.19     04/06      4.05     11/04      3.22     11/03
M-1                    12.59     12/12      9.55     11/09      7.54     09/07      6.09     04/06      4.95     03/05
M-2                    13.25     12/12     10.17     11/09      8.00     09/07      6.58     04/06      5.50     03/05
B-1                     5.91     09/06      4.34     12/04      3.66     01/04      3.54     10/03      3.45     08/03
B-2                    10.66     12/12      8.08     11/09      6.56     09/07      5.72     04/06      5.05     03/05
To Maturity
M-1                    12.98     02/15      9.94     11/11      7.83     04/09      6.27     06/07      5.05     01/06
M-2                    18.80     10/24     15.37     10/24     12.53     10/24     10.21     10/24      8.41     10/24
B-2                    11.74     10/24      9.09     10/24      7.52     10/24      6.70     10/24      6.09     10/24
</TABLE>

*    The Certificates will be priced at 100% of the Prepayment Assumption which
     assumes a conditional prepayment rate of 12% per annum of the then
     outstanding principal balance of the Home Improvement Loans in the first
     month of the life of the Loans and an additional 0.91% (precisely, 10/11%)
     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 22%.


Recipients must read the statement printed on the attached cover. Do not use or
rely on this information if you have not received and reviewed this statement.
If you have not received this statement, call your Lehman Brothers account
executive for another copy.

                                       11


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