GREEN TREE FINANCIAL CORP
8-K, 1999-08-23
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 19, 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 $2,000,000,000
                                (Approximate) Manufactured Housing Contract
                                Senior/Subordinate Pass-Through Certificates,
                                Series 1999-5, 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 $2,000,000,000 (Approximate) Manufactured Housing Contract
            Senior/Subordinate Pass-Through Certificates, Series 1999-5, to be
            issued by Green Tree Financial Corporation, as Seller and Servicer.

                                       4

<PAGE>

                                                                    EXHIBIT 99.1

                        TERM SHEET DATED August 19, 1999

                          $2,000,000,000 (Approximate)

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

                         [LOGO OF GREEN TREE FINANCIAL]

- --------------------------------------------------------------------------------
          Certificates for Manufactured Housing Contract, Series 1999-5
- --------------------------------------------------------------------------------







- --------------------------------------------------------------------------------
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 19, 1999

                        Green Tree Financial Corporation
          Certificates for Manufactured Housing Contract, Series 1999-5
                          $2,000,000,000 (Approximate)
                               Subject to Revision

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

Trustee                    U.S. Bank Trust National Association

Underwriters               Lehman Brothers Inc. (Lead),
                           J.P. Morgan Securities Inc. (Co), and
                           Merrill Lynch, Pierce, Fenner & Smith Incorporated
                          (Co)

<TABLE>
<CAPTION>
====================================================================================================
                        Amount       Ratings (S&P/Fitch)      WAL at 175% MHP    Exp. Final Maturity
- ----------------------------------------------------------------------------------------------------
<S>                  <C>                 <C>                    <C>                <C>
To Call
    A-1              $150,000,000         AAA / AAA                  0.95               07/2001
    A-2               $70,000,000         AAA / AAA                  2.16               04/2002
    A-3              $110,000,000         AAA / AAA                  3.17               08/2003
    A-4              $125,000,000         AAA / AAA                  5.04               03/2006
    A-5              $295,000,000         AAA / AAA                 11.84               06/2016
    A-6              $850,000,000         AAA / AAA                  6.35               06/2016
    M-1              $120,000,000         AA / AA                   10.00               06/2016
    M-2               $70,000,000         A / A                     10.00               06/2016
    B-1               $70,000,000         BBB / BBB                  5.44               10/2006
    B-2              $140,000,000         BBB- / BBB+               12.31               06/2016
To Maturity
    A-5              $295,000,000         AAA / AAA                 12.52               06/2024
    A-6              $850,000,000         AAA / AAA                  6.62               06/2024
    M-1              $120,000,000         AA / AA                   10.49               06/2024
    M-2               $70,000,000         A / A                     10.49               06/2024
    B-2              $140,000,000         BBB- / BBB+               15.23               10/2029
Total Balance      $2,000,000,000
- ----------------------------------------------------------------------------------------------------
</TABLE>


FOR INFORMATION CONCERNING CERTAIN RISK FACTORS THAT SHOULD BE CONSIDERED BY
PROSPECTIVE INVESTORS, SEE "RISK FACTORS" IN THE PROSPECTUS SUPPLEMENT.
CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED HAVE THE MEANINGS SET
FORTH IN THE PROSPECTUS AND PROSPECTUS SUPPLEMENT.






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               July 31, 1999 for a portion of the Pool and August
                           31, 1999 for the remaining portion of the Pool, in
                           each case for contracts other than Subsequent
                           Contracts. For each Subsequent Contract, 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               August 19, 1999

Exp. Settlement/
Closing Date               September 15, 1999

Legal Final                The Remittance Date in April 2031.

Remittance Date            The 1st day of each month (or if such 1st day is not
                           a business day, the next succeeding business day)
                           commencing on October 1, 1999.

Other Certificates         In addition to the Offered Certificates, the Class C
                           and Class B-3I Certificates will be issued. The Class
                           B-3I Certificates will be interest-only Certificates
                           which are retained by an affiliate of Green Tree, and
                           fully subordinated to the Offered Certificates.

ERISA                      Subject to the conditions set forth in the Prospectus
                           Supplement, the Class A Certificates are ERISA
                           eligible. No transfer of a Class M or a Class B
                           Certificate will be permitted to be made to any
                           benefit plan unless such plan delivers an opinion of
                           counsel to the Trustee.

SMMEA                      The Class A and the Class M-1 Certificates will not
                           constitute "mortgage related securities" under the
                           Secondary Mortgage Market Enhancement Act of 1984
                           ("SMMEA") until such time as the amount in the
                           Prefunding Account is reduced to zero. At such time,
                           the Class A and Class M-1 Certificates will be "legal
                           investments" for certain types of institutional
                           investors to the extent provided in SMMEA. The Class
                           M-2, Class B-1 and Class B-2 Certificates are not
                           SMMEA eligible.

Tax Status                 Two separate REMIC Elections will be made with
                           respect to the Trust for federal income tax purposes.

Optional Redemption        Less than 10% of the original pool balance
                           outstanding.

Pre-Funding Account        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 additional contracts
                           (the "Subsequent Contracts") 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 and
                           Class A-6 Certificateholders pro-rata on the next
                           Remittance Date.




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:    20.00% subordination (Class M-1, M-2, B-1
                                       and B-2) plus Excess Spread (Class B-3I)

                           Class M-1:  14.00% subordination (Class M-2, B-1 and
                                       B-2) plus Excess Spread (Class B-3I)

                           Class M-2:  10.50% subordination (Class B-1 and B-2)
                                       plus Excess Spread (Class B-3I)

                           Class B-1:  7.00% subordination (Class B-2) plus
                                       Excess Spread (Class B-3I)

                           Class B-2:  Limited Guaranty plus Excess Spread
                                       (Class B-3I)

Distributions              Certificateholders will be entitled to receive on
                           each Remittance Date commencing in October 1999, to
                           the extent that the Amount Available in the
                           Certificate Account (together with, in the case of
                           the Class B-2 Certificates, the Guarantee Payment, as
                           described below) is sufficient therefor,
                           distributions allocable to interest and principal, as
                           described in the Prospectus Supplement. The Amount
                           Available on each Remittance Date generally includes
                           the sum of (i) payments on the Contracts due and
                           received during the related Due Period, (ii)
                           prepayments and other unscheduled collections
                           received during the related Due Period, and (iii) all
                           collections of principal on the Contracts received
                           during the Due Period in which such Remittance Date
                           occurs up to and including the third business day
                           prior to such Remittance Date (but in no event later
                           than the 25th day of the month prior to such
                           Remittance Date), minus (iv) with respect to all
                           Remittance Dates other than the Remittance Date in
                           October 1999, all collections in respect of principal
                           on the Contracts received during the related Due
                           Period up to and including the third business day
                           prior to the preceding Remittance Date (but in no
                           event later than the 25th day of the prior month).

                           The Amount Available in the Certificate Account with
                           respect to any Distribution Date will be applied
                           first to the distribution of interest on the Class A,
                           Class M-1, Class M-2 and Class B-1 Certificates, and
                           then to the distribution of principal on the Class A,
                           Class M-1, Class M-2 and Class B-1 Certificates, in
                           the manner and order of priority described below, and
                           then to the distribution of interest and principal on
                           the Class B-2 Certificates.

                           The "Due Period" with respect to all Remittance Dates
                           other than the Remittance Date in October 1999, is
                           the period from and including the 16th day of the
                           second month preceding such Remittance Date, to and
                           including the 15th day of the month immediately
                           preceding such Remittance Date.

                           With respect to the Remittance Date in October 1999,
                           the Due Period is the period from and including
                           August 1, 1999 to and including September 15, 1999.

Interest on the Class A,
Class M-1, Class M-2 and
Class B-1 Certificates     Interest will be distributable first to each class of
                           the Class A Certificates, then 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 A Principal Balance, Class M-1
                           Adjusted Principal Balance, Class M-2 Adjusted
                           Principal Balance, and Class B-1 Adjusted Principal
                           Balance, as applicable, will accrue from the
                           Settlement Date or from the most recent Remittance
                           Date on which interest has been paid, to but
                           excluding the following Remittance Date.

                           All Certificates will bear interest at a fixed
                           Pass-Through Rate calculated on a 30/360 basis.



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>

Interest on the Class A,
Class M-1, Class M-2 and
Class B-1 Certificates
(Cont'd)                   The "Class M-1 Adjusted Principal Balance" as of any
                           Remittance Date is the Class M-1 Principal Balance
                           less any Class M-1 Liquidation Loss Amount. 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" as of any
                           Remittance Date is the Class M-2 Principal Balance
                           less any Class M-2 Liquidation Loss Amount. 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" as of any
                           Remittance Date is the Class B-1 Principal Balance
                           less any Class B-1 Liquidation Loss Amount. 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.

                           In the event that, on a particular Remittance Date,
                           the Amount Available in the Certificate Account,
                           after payment of interest on each Class of
                           Certificates that is senior to such Class of
                           Certificates, is not sufficient to make a full
                           distribution of interest to the holders of such Class
                           of Certificates, the amount of interest to be
                           distributed in respect of such Class will be
                           allocated among the outstanding Certificates of such
                           Class pro rata in accordance with their respective
                           entitlements to interest, and the amount of the
                           shortfall will be carried forward and added to the
                           amount such holders will be entitled to receive on
                           the next Remittance Date. Any such amount so carried
                           forward will bear interest at the applicable
                           Remittance Rate, to the extent legally permissible.

Principal on the Class A,
Class M-1, Class M-2 and
Class B-1 Certificates     The Class A Certificates are divided into two Groups.
                           The Class A Group I is comprised of the Class A-1,
                           A-2, A-3, A-4 and A-5 Certificates. The Class Group
                           II is comprised of the Class A-6 Certificates. The
                           Class A Percentage will be distributed pro-rata among
                           the Class A Group I and Class A Group II
                           Certificates. The portion of the The Class A Group I
                           Percentage will be distributed sequentially to the
                           Class A-1, A-2, A-3, A-4 and A-5 Certificateholders.

                           The Class A Percentage for any Remittance Date will
                           equal a fraction, expressed as a percentage, the
                           numerator of which is the Class A Principal Balance
                           as of such Remittance Date, and the denominator of
                           which is the sum of: (i) the Class A Principal
                           Balance, (ii) if the Class M-1 Distribution Test is
                           satisfied on such Remittance Date, the Class M-1
                           Principal Balance, otherwise zero, (iii) if the Class
                           M-2 Distribution Test is satisfied on such Remittance
                           Date, the Class M-2 Principal Balance, otherwise
                           zero, and (iv) if the Class B Distribution Test is
                           satisfied on such Remittance Date, the Class B
                           Principal Balance, otherwise zero, all as of such
                           Remittance Date.

                           The Class M-1 Certificateholders will be entitled to
                           receive principal on each Remittance Date on which
                           (i) the Class A Principal Balance has been reduced to
                           zero or (ii) the Class M-1 Distribution Test is
                           satisfied.

                           The Class M-1 Percentage for any Remittance Date will
                           equal (a) zero, if the Class A Principal Balance has
                           not yet been reduced to zero and the Class M-1
                           Distribution Test is not satisfied or (b) a fraction,
                           expressed as a percentage, the numerator of which is
                           the Class M-1 Principal Balance as of such Remittance
                           Date, and the denominator of which is the sum of: (i)
                           the Class A Principal Balance, if any, (ii) the Class
                           M-1 Principal Balance, (iii) if the Class M-2
                           Distribution Test is satisfied on such Remittance
                           Date, the Class M-2 Principal Balance, otherwise zero
                           and (iv) if the Class B Distribution Test is
                           satisfied on such Remittance Date, the Class B
                           Principal Balance, otherwise zero, all as of such
                           Remittance Date.


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>

Principal on the Class A,
Class M-1, Class M-2 and
Class B-1 Certificates
(Cont'd)                   The Class M-1 Distribution Test will be satisfied if
                           each of the following tests is satisfied: (i) the
                           Remittance Date occurs in or after October 2003; (ii)
                           the Average Sixty-Day Delinquency Ratio Test (as
                           defined in the Agreement) as of such Remittance Date
                           must not exceed 4.50%; (iii) Cumulative Realized
                           Losses (as defined in the Agreement) as of such
                           Remittance Date must not exceed a certain specified
                           percentage of the Cut-off Date Pool Principal
                           Balance, depending on the year in which such
                           Remittance Date occurs; (iv) the Current Realized
                           Loss Ratio (as defined in the Agreement) as of such
                           Remittance Date must not exceed 2.75%; and (v) the
                           sum of the Class M-1 Principal Balance, the Class M-2
                           Principal Balance, and the Class B Principal Balance
                           divided by the Pool Scheduled Principal Balance as of
                           the immediately preceding Remittance Date must be
                           equal to or greater than 30.00%.

                           The Class M-2 Certificateholders will be entitled to
                           receive principal on each Remittance Date on which
                           (i) the Class A Principal Balance and Class M-1
                           Principal Balance have been reduced to zero or (ii)
                           the Class M-2 Distribution Test is satisfied.

                           The Class M-2 Percentage for any Remittance Date will
                           equal (a) zero, if the Class A Principal Balance and
                           Class M-1 Principal Balance have not yet been reduced
                           to zero and the Class M-2 Distribution Test is not
                           satisfied or (b) a fraction, expressed as a
                           percentage, the numerator of which is the Class M-2
                           Principal Balance as of such Remittance Date, and the
                           denominator of which is the sum of: (i) the Class A
                           Principal Balance, if any, (ii) the Class M-1
                           Principal Balance, if any, (iii) the Class M-2
                           Principal Balance, and (iv) if the Class B
                           Distribution Test is satisfied on such Remittance
                           Date, the Class B Principal Balance, otherwise zero,
                           all as of such Remittance Date.

                           The Class M-2 Distribution Test will be satisfied if
                           each of the following tests is satisfied: (i) the
                           Remittance Date occurs in or after October 2003; (ii)
                           the Average Sixty-Day Delinquency Ratio Test (as
                           defined in the Agreement) as of such Remittance Date
                           must not exceed 4.50%; (iii) Cumulative Realized
                           Losses (as defined in the Agreement) as of such
                           Remittance Date must not exceed a certain specified
                           percentage of the Cut-off Date Pool Principal
                           Balance, depending on the year in which such
                           Remittance Date occurs; (iv) the Current Realized
                           Loss Ratio (as defined in the Agreement) as of such
                           Remittance Date must not exceed 2.75%; and (v) the
                           sum of the Class M-2 Principal Balance and the Class
                           B Principal Balance divided by the Pool Scheduled
                           Principal Balance as of the immediately preceding
                           Remittance Date must be equal to or greater than
                           21.00%.

                           The Class B-1 Certificateholders will be entitled to
                           receive principal on each Remittance Date on which
                           (I) the Class A Principal Balance, the Class M-1
                           Principal Balance and the Class M-2 Principal Balance
                           have been reduced to zero or (ii) the Class B
                           Distribution Test is satisfied.

                           The Class B Percentage for any Remittance Date will
                           equal (a) zero, if the Class A Principal Balance, the
                           Class M-1 Principal Balance and the Class M-2
                           Principal Balance have not yet been reduced to zero
                           and the Class B Distribution Test is not satisfied or
                           (b) a fraction, expressed as a percentage, the
                           numerator of which is the Class B Principal Balance
                           as of such Remittance Date, and the denominator of
                           which is the sum of: (i) the Class A Principal
                           Balance, if any, (ii) the Class M-1 Principal
                           Balance, if any, (iii) the Class M-2 Principal
                           Balance, if any, and (iv) the Class B Principal
                           Balance, all as of such Remittance Date.

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>

Principal on the Class A,
Class M-1, Class M-2 and
Class B-1 Certificates
(Cont'd)                   The Class B Distribution Test will be satisfied if
                           each of the following tests is satisfied: (i) the
                           Remittance Date occurs in or after October 2003; (ii)
                           the Average Sixty-Day Delinquency Ratio Test (as
                           defined in the Agreement) as of such Remittance Date
                           must not exceed 4.50%; (iii) the Cumulative Realized
                           Losses (as defined in the Agreement) as of such
                           Remittance Date must not exceed a certain specified
                           percentage of the Cut-off Date Pool Principal
                           Balance, depending on the year in which such
                           Remittance Date occurs; (iv) the Current Realized
                           Loss Ratio (as defined in the Agreement) as of such
                           Remittance Date must not exceed 2.75%; (v) the Class
                           B Principal Balance divided by the Pool Scheduled
                           Principal Balance as of the immediately preceding
                           Remittance Date must be equal to or greater than
                           15.75%; and (vi) the Class B Principal Balance must
                           not be less than $40,000,000.

Class B-2 Interest         Interest on the outstanding Class B-2 Principal
                           Balance will accrue from the Settlement Date, or from
                           the most recent Remittance Date on which interest has
                           been paid to but excluding the following Remittance
                           Date.

                           To the extent of (i) the remaining Amount Available,
                           if any, for a Remittance Date after payment of all
                           interest and principal then payable on the Class A,
                           Class M-1, Class M-2 and Class B-1 Certificates, and
                           (ii) the Guarantee Payment, if any, for such date,
                           interest will be paid to the Class B-2
                           Certificateholders on such Remittance Date at the
                           Class B-2 Remittance Rate on the then outstanding
                           Class B-2 Principal Balance. The Class B-2 Principal
                           Balance is the Original Class B-2 Principal Balance
                           less all amounts previously distributed to the Class
                           B-2 Certificateholders (including any Guarantee
                           Payments) on account of principal.

                           In the event that, on a particular Remittance Date,
                           the remaining Amount Available in the Certificate
                           Account plus any amounts actually paid under the
                           Limited Guarantee are not sufficient to make a full
                           distribution of interest to the Class B-2
                           Certificateholders, the amount of the deficiency will
                           be carried forward as an amount that the Class B-2
                           Certificateholders are entitled to receive on the
                           next Remittance Date. Any amount so carried forward
                           will, to the extent legally permissible, bear
                           interest at the Class B-2 Remittance Rate.

Class B-2 Principal        Except for payments of the Class B-2 Liquidation Loss
                           Amount under the Limited Guarantee, the Class B-2
                           Certificateholders will be entitled to receive
                           principal on each Remittance Date on which (i) the
                           Class B-1 Principal Balance has been reduced to zero
                           and (ii) the Class B Distribution Test is satisfied;
                           provided, however, that if the Class A Principal
                           Balance, the Class M-1 Principal Balance, the Class
                           M-2 Principal Balance and the Class B-1 Principal
                           Balance have been reduced to zero, the Class B-2
                           Certificateholders will nevertheless be entitled to
                           receive principal. See "Description of the
                           Certificates--Class B-2 Principal" in the Prospectus
                           Supplement.

                           On each Remittance Date on which the Class B-2
                           Certificateholders are entitled to receive principal,
                           the Class B Percentage of the Formula Principal
                           Distribution Amount will be distributed, to the
                           extent of the remaining Amount Available after
                           payment of interest on the Class B-2 Certificates, to
                           the Class B-2 Certificateholders until the Class B-2
                           Principal Balance has been reduced to zero. Green
                           Tree will be obligated under the Limited Guarantee to
                           pay the amount, if any, by which the Class B
                           Percentage of the Formula Principal Distribution
                           Amount for such Remittance Date exceeds the remaining
                           Amount Available after payment of interest on the
                           Class B-2 Certificates.


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>

Losses on Liquidated
Contracts                  If Net Liquidation Proceeds from Liquidated Contracts
                           in the respective collection period are less than the
                           Scheduled Principal Balance of such Liquidated
                           Contract, the shortfall amount will be absorbed by
                           the Class B-3I Certificateholders, then the Monthly
                           Servicing Fee (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, since a portion of the Amount
                           Available equal to such shortfall and otherwise
                           distributable to them will be paid to the Class A
                           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.

                                       8
<PAGE>

                  MANUFACTURED HOUSING CONTRACT CHARACTERISTICS

     The information presented below relates to the Initial Contracts, which
will represent approximately 39% of the Contract Pool. Although the
characteristics of the final pool of Contracts will differ from the
characteristics of the Initial Contracts shown below, Green Tree does not expect
that the characteristics of the Subsequent Contracts sold to the Trust will vary
materially from the information concerning the Initial Contracts herein.

                            The initial contract pOOL

- -------------------------------------------------------------------------
Number of Contracts:                                           19,049
Wgt. Avg. Contract Rate:                                        9.86%
Range of Rates:                                          4.0% - 18.0%
Wgt. Avg. Orig. Maturity:                                  317 months
Wgt. Avg. Rem. Maturity:                                   315 months
Avg. Rem Princ. Balance:                                      $40,858
Wgt. Avg. LTV:                                                 88.25%
New/Used:                                               73.9% / 26.1%
Park/Private:                                           31.2% / 68.8%
Single/Double:                                          32.1% / 67.9%
Land/Home:                                                      26.6%
Step Rate:                                                       2.7%
Conventional:                                                    100%
- -------------------------------------------------------------------------


                    YEARS OF ORIGINATION OF INITIAL CONTRACTS

<TABLE>
<CAPTION>
                                                                                      % of Contracts by
                                     Number of             Aggregate Principal      Outstanding Principal
       Year of Origination           Contracts             Balance Outstanding             Balance
       -------------------           ---------             -------------------      ---------------------
<S>                                  <C>                    <C>                      <C>
               1984                         2                     2,229.72                    *
               1985                        80                   224,180.43                   0.03%
               1986                       133                   645,093.49                   0.08%
               1987                       147                 1,336,612.95                   0.17%
               1988                       195                 2,351,306.21                   0.30%
               1989                       153                 2,239,082.94                   0.29%
               1990                        25                   306,196.53                   0.04%
               1991                        20                   215,607.16                   0.03%
               1992                        32                   396,351.97                   0.05%
               1993                        82                 1,318,429.40                   0.17%
               1994                       175                 3,420,780.94                   0.44%
               1995                       310                 6,835,892.68                   0.88%
               1996                       121                 3,167,776.80                   0.41%
               1997                        76                 2,810,894.47                   0.36%
               1998                     1,797                80,586,772.52                  10.35%
               1999                    15,701               672,438,927.80                  86.40%
                                       ------              ---------------                 ------
           Total(1)                    19,049              $778,296,136.01                 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.

                                       9
<PAGE>

              GEOGRAPHIC DISTRIBUTION OF INITIAL CONTRACT OBLIGORS

<TABLE>
<CAPTION>
                                                          Aggregate Principal        % of Contracts by
                                    Number of                   Balance            Outstanding Principal
           State                    Contracts                 Outstanding                 Balance
           -----                    ---------             -------------------      ---------------------
<S>                                  <C>                   <C>                      <C>

            NC                          1,879               $87,579,040.73                  11.25%
            TX                          1,630                69,210,112.60                   8.89%
            FL                          1,110                50,161,500.22                   6.45%
            GA                          1,169                48,871,784.17                   6.28%
            MI                          1,712                48,044,406.01                   6.17%
            SC                            996                46,190,973.59                   5.93%
            AL                          1,267                42,602,416.92                   5.47%
       Other States*                    9,286               385,635,901.77                  49.55%
                                       ------              ---------------                 ------
           Total(1)                    19,049              $778,296,136.01                 100.00%
</TABLE>

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


                DISTRIBUTION OF ORIGINAL INITIAL CONTRACT AMOUNTS

<TABLE>
<CAPTION>
                                                                                       % of Contracts by
       Original Contract              Number of          Aggregate Principal         Outstanding Principal
      Amount (in Dollars)             Contracts          Balance Outstanding                Balance
      -------------------             ---------          -------------------         ---------------------
<S>                                   <C>                <C>                         <C>
     Less than 10,000.01                  521                $3,915,252.79                   0.50%
   10,000.01 - 20,000.00                2,752                37,768,975.29                   4.85%
   20,000.01 - 30,000.00                3,685                90,329,844.49                  11.61%
   30,000.01 - 40,000.00                3,928               135,505,688.68                  17.41%
   40,000.01 - 50,000.00                2,593               115,622,192.43                  14.86%
   50,000.01 - 60,000.00                2,028               110,743,094.72                  14.23%
   60,000.01 - 70,000.00                1,375                88,947,956.47                  11.43%
   70,000.01 - 80,000.00                  796                59,283,494.95                   7.62%
   80,000.01 - 90,000.00                  517                43,746,589.19                   5.62%
  90,000.01 - 100,000.00                  390                36,955,122.32                   4.75%
 100,000.01 - 110,000.00                  174                18,028,841.95                   2.32%
 110,000.01 - 120,000.00                  112                12,784,187.10                   1.64%
 120,000.01 - 130,000.00                   85                10,564,063.48                   1.36%
 130,000.01 - 140,000.00                   36                 4,836,130.51                   0.62%
 140,000.01 - 150,000.00                   20                 2,892,352.79                   0.37%
 150,000.01 - 160,000.00                   17                 2,625,353.41                   0.34%
 160,000.01 - 170,000.00                    7                 1,147,566.23                   0.15%
 170,000.01 - 180,000.00                    1                   174,844.50                   0.02%
 180,000.01 - 190,000.00                    5                   918,358.18                   0.12%
 190,000.01 - 200,000.00                    2                   395,846.91                   0.05%
 200,000.01 - 210,000.00                    1                   207,225.72                   0.03%
 210,000.01 - 220,000.00                    1                   211,986.15                   0.03%
 220,000.01 - 230,000.00                    1                   229,087.05                   0.03%
 230,000.01 - 240,000.00                    2                   462,080.70                   0.06%
                                       ------              ---------------                 ------
                Total(1)               19,049              $778,296,136.01                 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>

                             INITIAL CONTRACT RATES
<TABLE>
<CAPTION>
                                                                                     % of Contracts by
   Range of Contracts by            Number of            Aggregate Principal       Outstanding Principal
      Contract Rates                Contracts            Balance Outstanding              Balance
   ---------------------            ---------            -------------------       ---------------------
<S>                                 <C>                  <C>                       <C>
         3.001 - 4.000                      1                  $149,981.95                   0.02%
         4.001 - 5.000                      1                   108,191.40                   0.01%
         5.001 - 6.000                     11                   823,919.57                   0.11%
         6.001 - 7.000                    335                26,288,003.24                   3.38%
         7.001 - 8.000                  1,632               122,302,404.68                  15.71%
         8.001 - 9.000                  2,259               131,066,674.16                  16.84%
        9.001 - 10.000                  4,073               180,952,954.37                  23.25%
       10.001 - 11.000                  3,461               129,645,371.61                  16.66%
       11.001 - 12.000                  3,016                91,280,986.92                  11.73%
       12.001 - 13.000                  2,289                57,349,014.27                   7.37%
       13.001 - 14.000                  1,417                30,045,336.13                   3.86%
       14.001 - 15.000                    375                 6,312,920.82                   0.81%
       15.001 - 16.000                     53                   660,327.48                   0.08%
       16.001 - 17.000                    112                 1,139,307.58                   0.15%
   Greater than 17.000                     14                   170,741.83                   0.02%
                                       ------              ---------------                 ------
              Total(1)                 19,049              $778,296,136.01                 100.00%
</TABLE>

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


       DISTRIBUTION OF ORIGINAL LOAN-TO-VALUE RATIOS OF INITIAL CONTRACTS

<TABLE>
<CAPTION>
                                                                                       % of Contracts by
         Loan to Value                Number of            Aggregate Principal       Outstanding Principal
             Ratio                    Contracts            Balance Outstanding              Balance
         -------------                ---------            -------------------       ---------------------
<S>                                   <C>                  <C>                       <C>
           0.01 - 5.00                      3                  $222,073.17                   0.03%
          5.01 - 10.00                      6                   280,633.27                   0.04%
         10.01 - 15.00                      8                   277,397.63                   0.04%
         15.01 - 20.00                     17                   416,278.93                   0.05%
         20.01 - 25.00                     20                   578,325.16                   0.07%
         25.01 - 30.00                     21                   804,455.95                   0.10%
         30.01 - 35.00                     27                   562,797.95                   0.07%
         35.01 - 40.00                     40                 1,161,806.62                   0.15%
         40.01 - 45.00                     72                 2,062,884.79                   0.27%
         45.01 - 50.00                     94                 3,097,649.44                   0.40%
         50.01 - 55.00                    108                 3,663,561.56                   0.47%
         55.01 - 60.00                    154                 6,241,924.70                   0.80%
         60.01 - 65.00                    230                 8,892,467.21                   1.14%
         65.01 - 70.00                    319                13,096,553.91                   1.68%
         70.01 - 75.00                    460                20,617,841.05                   2.65%
         75.01 - 80.00                  1,561                64,164,442.25                   8.24%
         80.01 - 85.00                  1,349                60,649,469.59                   7.79%
         85.01 - 90.00                  6,230               277,170,957.28                  35.61%
         90.01 - 95.00                  5,864               244,697,914.42                  31.44%
        95.01 - 100.00                  2,466                69,636,701.13                   8.95%
                                       ------              ---------------                 ------
              Total(1)                 19,049              $778,296,136.01                 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.

                                       11
<PAGE>

                REMAINING MONTHS TO MATURITY OF INITIAL CONTRACTS

<TABLE>
<CAPTION>
                                                                                     % of Contracts by
                                    Number of            Aggregate Principal       Outstanding Principal
     Months Remaining               Contracts            Balance Outstanding              Balance
     ----------------               ---------            -------------------       ---------------------
<S>                                 <C>                  <C>                       <C>
            1 - 30                        232                  $843,740.58                   0.11%
           31 - 60                        514                 4,140,273.03                   0.53%
           61 - 90                        526                 6,932,682.91                   0.89%
          91 - 120                      1,203                20,912,664.54                   2.69%
         121 - 150                        681                14,422,710.53                   1.85%
         151 - 180                      1,947                47,049,791.64                   6.05%
         181 - 210                        241                 7,587,377.55                   0.97%
         211 - 240                      2,284                71,761,330.85                   9.22%
         241 - 270                         50                 2,197,482.89                   0.28%
         271 - 300                      1,610                61,112,053.90                   7.85%
         301 - 330                         27                 1,415,731.02                   0.18%
         331 - 360                      9,734               539,920,296.57                  69.37%
                                       ------              ---------------                 ------
          Total(1)                     19,049              $778,296,136.01                 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.

                                       12
<PAGE>

                            PREPAYMENT SENSITIVITIES

<TABLE>
<CAPTION>
                          75% MHP             125% MHP            175% MHP            250% MHP            300% MHP
                        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                     1.71     12/02      1.21     01/02      0.95     07/01      0.72     02/01      0.62     12/00
A-2                     3.95     06/04      2.77     01/03      2.16     04/02      1.64     09/01      1.42     05/01
A-3                     5.89     12/06      4.12     11/04      3.17     08/03      2.38     08/02      2.06     03/02
A-4                     9.46     08/11      6.74     04/08      5.04     03/06      3.49     12/03      2.98     04/03
A-5                    19.01     03/24     14.94     02/20     11.84     06/16      8.49     06/12      6.94     08/10
A-6                    10.63     03/24      8.10     02/20      6.35     06/16      4.57     06/12      3.78     08/10
M-1                    15.84     03/24     12.24     02/20     10.00     06/16      8.31     06/12      7.53     08/10
M-2                    15.84     03/24     12.24     02/20     10.00     06/16      8.31     06/12      7.53     08/10
B-1                     9.28     10/11      6.62     06/08      5.44     10/06      5.04     12/05      4.87     08/05
B-2                    19.17     03/24     15.10     02/20     12.31     06/16      9.94     06/12      8.87     08/10
To Maturity
A-5                    19.47     08/28     15.60     02/27     12.52     06/24      9.05     10/19      7.40     03/17
A-6                    10.81     08/28      8.36     02/27      6.62     06/24      4.79     10/19      3.97     03/17
M-1                    16.16     08/28     12.69     02/27     10.49     06/24      8.85     10/19      8.08     03/17
M-2                    16.16     08/28     12.69     02/27     10.49     06/24      8.85     10/19      8.08     03/17
B-2                    20.59     10/29     17.45     10/29     15.23     10/29     12.97     10/29     11.70     10/29
</TABLE>


(1) The following are the assumed characteristics of the Additional and
    Subsequent Contracts as of the Cut-off Date:

<TABLE>
<CAPTION>
                          Aggregate Principal          Wtd Avg             Wtd Avg             Wtd Avg
     Months Remaining     Balance Outstanding       Original Term      Remaining Term       Contract Rate
     ----------------     -------------------       -------------      --------------       -------------
<S>                       <C>                       <C>                <C>                  <C>
         0 to 120            $50,150,865.63              104                 104                12.277%
        121 to 180           113,746,712.28              175                 175                12.015%
        181 to 240           136,145,150.47              238                 238                11.514%
        241 to 300           102,708,150.74              300                 300                11.492%
        301 to 360           818,952,984.87              360                 360                10.045%
                          -----------------              ---                 ---                ------
           Total          $1,221,703,863.99              314                 314                10.605%

</TABLE>



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.

                                       13


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