CONSECO FINANCE CORP
8-K, 2000-05-19
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): May 17, 2000





                             CONSECO FINANCE CORP.
                     CONSECO FINANCE SECURITIZATIONS CORP.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         Delaware               [333-92315 and 333-92315-01]     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.

        (c) Exhibits.

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

                                        2
<PAGE>

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

        99                   Lehman Brothers Inc. Terms Sheet dated May 17, 2000
                             distributed in connection with Certificates for
                             Manufactured Housing Contract Senior/Subordinate
                             Pass-Through Certificates, Series 2000-3, issued by
                             Conseco Finance Securitizations Corp., as Seller.

                                        3
<PAGE>

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

                              CONSECO FINANCE CORP.



                              By: /s/ Phyllis A. Knight
                                  ---------------------------------------
                                  Phyllis A. Knight
                                  Senior Vice President and Treasurer


                              CONSECO FINANCE SECURITIZATIONS CORP.



                              By: /s/ Phyllis A. Knight
                                  ---------------------------------------
                                  Phyllis A. Knight
                                  Senior Vice President and Treasurer

                                        4

<PAGE>

                          TERM SHEET DATED May 17, 2000

    Note: The following is a preliminary Term Sheet. All terms and statements
                             are subject to change.

                           $705,000,000 (Approximate)



- --------------------------------------------------------------------------------
                      Conseco Finance Securitizations Corp.
- --------------------------------------------------------------------------------

                                [GRAPHIC OMITTED]

- --------------------------------------------------------------------------------
         Certificates for Manufactured Housing Contracts, Series 2000-3
- --------------------------------------------------------------------------------







- --------------------------------------------------------------------------------
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).
<PAGE>

                          TERM SHEET DATED May 17, 2000

                      Conseco Finance Securitizations Corp.
         Certificates for Manufactured Housing Contracts, Series 2000-3
                           $705,000,000 (Approximate)
                               Subject to Revision

Seller          Conseco Finance Securitizations Corp.

Servicer        Conseco Finance Corp., formerly Green Tree Financial Corporation
Trustee         U.S. Bank National Association, St. Paul, MN
Underwriters    Lehman Brothers Inc. (Lead),
                Merrill Lynch (co),
                Credit Suisse First Boston (co),
                First Union (co)

OFFERED CERTIFICATES:
<TABLE>
<CAPTION>

====================== ====================== ============================= ====================== ======================
                               Amount            Ratings (Fitch/Moody's)       WAL at 175% MHP      Exp. Final Maturity
- ---------------------- ---------------------- ----------------------------- ---------------------- ----------------------
<S>                         <C>                       <C>                          <C>                   <C>
To Call
    A-1                       $46,750,000               AAA/Aaa                     0.95                   04/02
    A-2                       $18,000,000               AAA/Aaa                     2.21                   01/03
    A-3                       $31,000,000               AAA/Aaa                     3.20                   05/04
    A-4                       $33,000,000               AAA/Aaa                     5.00                   09/06
    A-5                       $88,125,000               AAA/Aaa                     10.40                  11/12
    A-6                      $400,000,000               AAA/Aaa                     5.83                   11/12
    M-1                       $35,625,000                AA/Aa2                     9.07                   11/12
    M-2                       $37,500,000                 A/A2                      9.07                   11/12
    B-1                       $15,000,000              BBB+/Baa2                    5.04                   07/06

To Maturity
    A-5                       $88,125,000               AAA/Aaa                     11.70                  06/20
    A-6                      $400,000,000               AAA/Aaa                     6.36                   06/20
    M-1                       $35,625,000                AA/Aa2                     9.62                   09/17
    M-2                       $37,500,000                 A/A2                      9.62                   09/17
Total Balance                $705,000,000
- ---------------------- ---------------------- ----------------------------- ---------------------- ----------------------
</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.
<PAGE>

CUT-OFF DATE:           April 30, 2000 for a 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:           Week of May 15, 2000

EXP. SETTLEMENT/
CLOSING DATE:           May 30, 2000

LEGAL FINAL:            December 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 in July 2000.

OTHER CERTIFICATES:     In addition to the Offered Certificates, the Class B-2,
                        Class B-3I and Class C Certificates will also be issued.
                        The Class B-3I Certificates are interest-only
                        Certificates and the Class C Certificates (Class C
                        Master and Class C Subsidiary Certificates) are residual
                        Certificates. The Class B-2, Class B-3I and Class C
                        Certificates will be retained by an affiliate of Conseco
                        Finance Corp. and will be 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
                        Pre-Funding 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 PURCHASE/
AUCTION:                20% cleanup call or auction sale subject to certain
                        requirements if call is not exercised.

THE CONTRACT POOL:      On the Closing Date, the Trust expects to purchase (i)
                        manufactured housing contracts having an aggregate
                        principal balance of approximately $408,566,350.43 as of
                        the Cut-off Date (the "Initial Contracts") and (ii)
                        additional manufactured housing contracts (the
                        "Additional Contracts").

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")
                        for inclusion in the Contract Pool. The Subsequent
                        Contracts will not exceed 25% of the total Contract
                        Pool. 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, as
                        further specified in the Prospectus, 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.
<PAGE>

CREDIT ENHANCEMENT:     Class A     17.75% subordination (Class M-1, Class M-2,
                                    Class B-1, Class B-2 and
                                    overcollateralization) and Excess Spread

                        Class M-1   13.00% subordination (Class M-2, Class B-1,
                                    Class B-2 and overcollateralization) and
                                    Excess Spread

                        Class M-2   8.00% subordination (Class B-1, Class B-2
                                    and overcollateralization) and Excess Spread

                        Class B-1   6.00% subordination (Class B-2 and
                                    overcollateralization) and Excess Spread

                        There will be initial overcollateralization of
                        approximately 1.5% building to 2.0% (as described in the
                        next succeeding paragraph) of the sum of (i) aggregate
                        Cut-Off Date principal balance of the manufactured
                        housing contracts included in the Trust as of the
                        Closing Date and (ii) the amount on deposit in the
                        Pre-Funding Account on the Closing Date.

                        The Certificateholders will be entitled to receive
                        additional distributions in respect of principal on each
                        Remittance Date to the extent there is any Amount
                        Available remaining after payment of all interest and
                        principal on the Certificates and the Monthly Servicing
                        Fee to the Servicer for such Remittance Date, until the
                        overcollateralization amount equals 2.0% of (i) the
                        aggregate Cut-Off Date principal balance of manufactured
                        housing contracts included in the Trust as of the
                        Closing Date and (ii) the amount on deposit in the
                        Pre-Funding Account on the Closing Date. Such additional
                        distributions in respect of principal will be paid in
                        accordance with the distribution priorities described
                        herein and in the Prospectus and Prospectus Supplement.


DISTRIBUTIONS:          Certificateholders will be entitled to receive on each
                        Remittance Date commencing in July 2000, to the extent
                        that the Amount Available in the Certificate Account, is
                        sufficient therefore, 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 July 2000, 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 Remittance 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 July 2000, 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 July 2000, the
                        Due Period is the period from and including May 1, 2000
                        to and including June 15, 2000.




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.
<PAGE>

INTEREST ON THE         Interest will be distributed first to each of the Class
CLASS A, CLASS M-1,     A-1, Class A-2, Class A-3, Class A-4 and Class A-5
CLASS M-2 AND CLASS B-1 Certificates and Class A-6 Certificates, then to the
CERTIFICATES:           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 Closing
                        Date or from the most recent Remittance Date on which
                        interest has been paid, to but excluding the following
                        Remittance Date.

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

                        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        After the payment of all interest distributable to the
CLASS A, CLASS M-1,     Class A, Class M-1, Class M-2, and Class B-1
CLASS M-2 AND CLASS B-1 Certificateholders, principal will be distributable in
CERTIFICATES            the following manner:

                        On each Remittance Date, a portion of the Class A
                        Percentage will be distributed sequentially to the Class
                        A-1, Class A-2, Class A-3, Class A-4 and Class A-5
                        Certificateholders and a portion of the Class A-6
                        Certificateholders, pro rata.

                        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 sum of the Class B Principal Balance and the
                        Overcollateralization Amount, 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.




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.
<PAGE>

                        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 sum of the Class B Principal Balance and the
                        Overcollateralization Amount, otherwise zero, all as of
                        such Remittance Date.

                        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 July 2004; (ii) the
                        Average Sixty-Day Delinquency Ratio Test (as defined in
                        the Agreement) as of such Remittance Date must not
                        exceed 5.50%; (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, the Class B
                        Principal Balance, and the Overcollateralization Amount
                        divided by the Pool Scheduled Principal Balance as of
                        the immediately preceding Remittance Date must be equal
                        to or greater than 27.375%.

                        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 sum of the Class B Principal
                        Balance and the Overcollateralization Amount, 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 July 2004; (ii) the
                        Average Sixty-Day Delinquency Ratio Test (as defined in
                        the Agreement) as of such Remittance Date must not
                        exceed 5.50%; (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, the Class B Principal Balance, and the
                        Overcollateralization Amount divided by the Pool
                        Scheduled Principal Balance as of the immediately
                        preceding Remittance Date must be equal to or greater
                        than 20.25%.

                        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



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.
<PAGE>

                        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
                        sum of the Class B Principal Balance and the
                        Overcollateralization Amount 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 sum of the Class B
                        Principal Balance and the Overcollateralization Amount,
                        all as of such Remittance Date.

                        The Class B Distribution Test will be satisfied if each
                        of the following tests is satisfied: (i) the Remittance
                        Date occurs in or after July 2004; (ii) the Average
                        Sixty-Day Delinquency Ratio Test (as defined in the
                        Agreement) as of such Remittance Date must not exceed
                        5.50%; (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 plus the Overcollateralization
                        amount divided by the Pool Scheduled Principal Balance
                        as of the immediately preceding Remittance Date must be
                        equal to or greater than 12.75%; and (vi) the Class B
                        Principal Balance must not be less than $15,000,000.

PURCHASE OPTION;        Commencing on the first Remittance Date when the
AUCTION SALE            aggregate scheduled principal balance of the contracts
                        is less than or equal to 20% of the aggregate Cut-off
                        Date principal balance of the contracts, the holder of
                        the Class C Subsidiary Certificate (see "Other
                        Certificates" herein) will have the right to purchase
                        all of the outstanding contracts, at a price sufficient
                        to pay the aggregate unpaid principal balance of the
                        certificates and all accrued and unpaid interest
                        thereon.

                        If the holder of the Class C Subsidiary Certificate does
                        not exercise this purchase option, then on the next
                        Remittance Date the trustee will begin an auction
                        process to sell the contracts and the other trust assets
                        at the highest possible price, but the trustee cannot
                        sell the trust assets and liquidate the trust unless the
                        proceeds of such sale are sufficient to pay the
                        aggregate unpaid principal balance of the certificates
                        and all accrued and unpaid interest thereon. If the
                        first auction of the trust property is not successful
                        because the highest bid received was not sufficient to
                        pay the amount set forth in the previous sentence, then
                        on each Remittance Date thereafter all of the Amount
                        Available remaining after payments of interest and
                        principal due on all Certificates and payment of the
                        monthly Servicing Fee will be used to make additional
                        payments of principal to the Class M-1, Class M-2, Class
                        B-1 and Class B-2 Certificates pro rata based on the
                        then outstanding principal balance of such Certificates.
                        In addition, the trustee will continue to conduct an
                        auction of the contracts every third month thereafter,
                        until an acceptable bid is received for the trust
                        property. The Class C Subsidiary Certificateholder's
                        purchase option will expire upon the trustee's
                        acceptance of a qualifying bid.

CLASS B-2 INTEREST:     Interest on the outstanding Class B-2 Principal Balance
                        will accrue from the Closing 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 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, 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 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




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.
<PAGE>

                        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:    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.

LOSSES ON LIQUIDATED    If Net Liquidation Proceeds from Liquidated Contracts
CONTRACTS:              in the respective collection period are less than the
                        Scheduled Principal Balance of such Liquidated
                        Contracts, the shortfall amount will be absorbed by the
                        Class B-3I Certificateholders, then the Monthly
                        Servicing Fee (as long as Conseco Finance Corp. is the
                        Servicer), then the Overcollateralization Amount, 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.
<PAGE>

                  MANUFACTURED HOUSING CONTRACT CHARACTERISTICS

      The information presented below relates to the Initial Contracts, which
will represent approximately 52% of the Contract Pool. Although the
characteristics of the Additional Contracts or the Subsequent Contracts will
differ from the characteristics of the Initial Contracts shown below, Conseco
Finance Corp. does not expect that the characteristics of the Additional or
Subsequent Contracts sold to the Trust will vary materially from the information
concerning the Initial Contracts herein.


                THE INITIAL CONTRACT POOL AS OF THE CUT-OFF DATE

- ------------------------------------------------- ---------------------------
Number of Contracts:                                               11,105
Wgt. Avg. Contract Rate:                                           11.49%
Range of Rates:                                            5.25% - 19.95%
Wgt. Avg. Orig. Maturity:                                      314 months
Wgt. Avg. Rem. Maturity:                                       310 months
Avg. Current Balance:                                          $36,791.21
Wgt. Avg. LTV:                                                     88.50%
New/Used:                                                   70.3% / 28.8%
Park/Private:                                               29.5% / 70.5%
Single/Double:                                              31.5% / 68.5%
Land/Home:                                                          30.8%
Conventional:                                                        100%
- ------------------------------------------------- ---------------------------


                    YEARS OF ORIGINATION OF INITIAL CONTRACTS
<TABLE>
<CAPTION>
- ----------------------- -------------------- --------------------------- ----------------------------------
                             Number of          Aggregate Principal        % of Contracts by Outstanding
                          Contracts as of    Balance Outstanding as of      Principal Balance as of the
   Origination Year      the Cut-Off Date         the Cut-Off Date                 Cut-Off Date
- ----------------------- -------------------- --------------------------- ----------------------------------
<S>                           <C>                <C>                                        <C>
1982                                1                     8,050.86                              *
1983                                2                    24,155.23                           0.01
1984                               12                   134,322.56                           0.03
1985                               18                    60,670.97                           0.01
1986                              506                 2,000,436.53                           0.49
1987                              307                 1,933,434.18                           0.47
1988                              381                 3,122,496.89                           0.76
1989                               98                 1,272,704.37                           0.31
1990                               60                 1,203,474.31                           0.29
1991                              212                 3,427,874.30                           0.84
1992                              231                 3,341,581.54                           0.82
1993                               27                   523,036.00                           0.13
1994                               17                   440,288.15                           0.11
1995                                4                   106,374.13                           0.03
1996                                4                    71,129.32                           0.02
1997                                2                    28,991.93                           0.01
1998                                4                    97,449.27                           0.02
1999                            1,346               112,195,923.47                          27.46
2000                            7,873               278,573,956.42                          68.18
Total:                         11,105               408,566,350.43                         100.00
- ----------------------- -------------------- --------------------------- ----------------------------------
</TABLE>

*   Indicates an amount greater than 0.00% 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.
<PAGE>

              GEOGRAPHIC DISTRIBUTION OF INITIAL CONTRACT OBLIGORS

<TABLE>
<CAPTION>
- ----------------------- -------------------- --------------------------- ----------------------------------
                             Number of          Aggregate Principal        % of Contracts by Outstanding
                          Contracts as of    Balance Outstanding as of      Principal Balance as of the
States                   the Cut-Off Date         the Cut-Off Date                 Cut-Off Date
- ----------------------- -------------------- --------------------------- ----------------------------------
<S>                            <C>                <C>                                    <C>
AK                                  1                    60,457.31                           0.01
AL                                487                14,926,110.56                           3.65
AR                                576                15,379,241.84                           3.76
AZ                                170                 8,133,760.19                           1.99
CA                                246                10,967,451.41                           2.68
CO                                167                 7,222,652.49                           1.77
CT                                  6                   186,396.52                           0.05
DC                                  1                     7,340.68                              *
DE                                 38                 1,523,121.86                           0.37
FL                                658                24,394,332.34                           5.97
GA                                815                23,323,533.10                           5.71
IA                                100                 3,058,515.63                           0.75
ID                                 51                 2,295,710.52                           0.56
IL                                118                 3,442,122.91                           0.84
IN                                256                 9,560,840.16                           2.34
KS                                 89                 2,765,862.94                           0.68
KY                                188                 6,735,095.36                           1.65
LA                                189                 5,814,470.13                           1.42
MA                                  8                   270,425.05                           0.07
MD                                 46                 1,587,431.34                           0.39
ME                                 49                 1,657,347.29                           0.41
MI                                505                22,886,441.27                           5.60
MN                                136                 4,096,645.32                           1.00
MO                                218                 7,302,313.06                           1.79
MS                                776                18,882,907.03                           4.62
MT                                 46                 1,941,743.08                           0.48
NC                                769                46,838,202.31                          11.46
ND                                 38                 1,147,087.20                           0.28
NE                                 49                 1,696,663.99                           0.42
NH                                 63                 2,794,645.23                           0.68
NJ                                  4                   185,506.66                           0.05
NM                                144                 5,305,321.36                           1.30
NV                                148                 8,003,541.28                           1.96
NY                                335                 7,740,548.41                           1.89
OH                                429                10,689,360.36                           2.62
OK                                214                 7,317,388.85                           1.79
OR                                 79                 5,115,535.75                           1.25
PA                                231                 7,524,418.65                           1.84
RI                                  1                    42,547.04                           0.01
SC                                337                13,375,540.53                           3.27
SD                                 75                 2,280,861.03                           0.56
TN                                262                10,680,232.87                           2.61
TX                              1,434                54,381,414.68                          13.31
UT                                 24                 1,213,767.13                           0.30
VA                                137                 6,014,873.13                           1.47
VT                                 30                 1,090,681.16                           0.27
WA                                148                 9,815,838.37                           2.40
WI                                 90                 2,579,913.38                           0.63
WV                                 89                 2,949,233.47                           0.72
WY                                 35                 1,360,958.20                           0.33
Total:                         11,105               408,566,350.43                         100.00
- ----------------------- -------------------- --------------------------- ----------------------------------
</TABLE>

*   Indicates an amount greater than 0.00% 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.
<PAGE>

                DISTRIBUTION OF ORIGINAL INITIAL CONTRACT AMOUNTS

<TABLE>
<CAPTION>
- ---------------------------- -------------------- ------------------------ --------------------------------
                                  Number of         Aggregate Principal       % of Contracts by Outstanding
Original Contract              Contracts as of    Balance Outstanding as      Principal Balance as of the
Amount (in Dollars)           the Cut-Off Date      of the Cut-Off Date              Cut-Off Date
- ---------------------------- -------------------- ------------------------ --------------------------------
<S>                              <C>              <C>                                  <C>
0.00 - 9,999.99                        328              2,453,299.59                         0.60
10,000.00 - 19,999.99                2,395             26,669,938.17                         6.53
20,000.00 - 29,999.99                2,401             52,764,830.20                        12.91
30,000.00 - 39,999.99                1,955             65,511,645.69                        16.03
40,000.00 - 49,999.99                1,233             54,781,217.54                        13.41
50,000.00 - 59,999.99                  909             49,855,956.45                        12.20
60,000.00 - 69,999.99                  609             39,322,341.36                         9.62
70,000.00 - 79,999.99                  426             31,699,996.94                         7.76
80,000.00 - 89,999.99                  281             23,727,710.74                         5.81
90,000.00 - 99,999.99                  226             21,438,077.43                         5.25
100,000.00 - 109,999.99                140             14,581,798.89                         3.57
110,000.00 - 119,999.99                 89             10,193,378.95                         2.49
120,000.00 - 129,999.99                 51              6,319,652.26                         1.55
130,000.00 - 139,999.99                 22              2,833,967.08                         0.69
140,000.00 - 149,999.99                 20              2,883,632.68                         0.71
150,000.00 - 159,999.99                  4                609,080.83                         0.15
160,000.00 - 169,999.99                  6                971,491.68                         0.24
170,000.00 - 179,999.99                  4                702,865.97                         0.17
180,000.00 - 189,999.99                  1                184,208.49                         0.05
190,000.00 - 199,999.99                  3                578,270.56                         0.14
220,000.00 - 229,999.99                  1                222,585.34                         0.05
260,000.00 - 269,999.99                  1                260,403.59                         0.06
Total:                              11,105            408,566,350.43                       100.00
- ---------------------------- -------------------- ------------------------ --------------------------------
</TABLE>

*   Indicates an amount greater than 0.00% but less than 0.005%.
(1) Percentages may not add to 100% due to rounding.



                       CONTRACT RATE OF INITIAL CONTRACTS

<TABLE>
<CAPTION>
- ---------------------------- -------------------- ------------------------ --------------------------------
                                  Number of         Aggregate Principal       % of Contracts by Outstanding
                               Contracts as of    Balance Outstanding as      Principal Balance as of the
Contract Rate                 the Cut-Off Date      of the Cut-Off Date              Cut-Off Date
- ---------------------------- -------------------- ------------------------ --------------------------------
<S>                                  <C>               <C>                               <C>
5.000 - 5.999                            1                 95,664.40                         0.02
6.000 - 6.999                           21              2,073,222.60                         0.51
7.000 - 7.999                          230             20,991,511.31                         5.14
8.000 - 8.999                          735             59,613,887.07                        14.59
9.000 - 9.999                          585             35,738,269.38                         8.75
10.000 - 10.999                        778             40,078,796.49                         9.81
11.000 - 11.999                      1,450             60,586,994.33                        14.83
12.000 - 12.999                      1,913             62,016,447.23                        15.18
13.000 - 13.999                      2,459             59,034,564.96                        14.45
14.000 - 14.999                      1,634             39,304,480.71                         9.62
15.000 - 15.999                        455             11,444,290.92                         2.80
16.000 - 16.999                        337              8,047,051.09                         1.97
17.000 - 17.999                        417              7,539,256.43                         1.85
18.000 - 18.999                         80              1,909,464.85                         0.47
19.000 - 19.999                         10                 92,448.66                         0.02
Total:                              11,105            408,566,350.43                       100.00
- ---------------------------- -------------------- ------------------------ --------------------------------
</TABLE>

*   Indicates an amount greater than 0.00% 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.
<PAGE>

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

<TABLE>
<CAPTION>
- ---------------------------- -------------------- ------------------------ --------------------------------
                                  Number of         Aggregate Principal       % of Contracts by Outstanding
       Loan to Value           Contracts as of    Balance Outstanding as      Principal Balance as of the
           Ratio              the Cut-Off Date      of the Cut-Off Date              Cut-Off Date
- ---------------------------- -------------------- ------------------------ --------------------------------
<S>                                 <C>               <C>                               <C>
0.01 - 5.00                              1                 73,989.73                         0.02
5.01 - 10.00                             4                181,598.65                         0.04
10.01 - 15.00                            6                163,306.51                         0.04
15.01 - 20.00                           15                314,079.30                         0.08
20.01 - 25.00                            9                213,322.45                         0.05
25.01 - 30.00                           12                462,884.10                         0.11
30.01 - 35.00                           19                364,338.39                         0.09
35.01 - 40.00                           23                528,122.59                         0.13
40.01 - 45.00                           30                783,668.74                         0.19
45.01 - 50.00                           52              1,576,222.65                         0.39
50.01 - 55.00                           61              1,957,123.83                         0.48
55.01 - 60.00                           88              3,051,438.56                         0.75
60.01 - 65.00                          127              4,719,986.00                         1.16
65.01 - 70.00                          147              5,873,097.50                         1.44
70.01 - 75.00                          265             11,590,057.09                         2.84
75.01 - 80.00                          905             33,193,412.80                         8.12
80.01 - 85.00                          847             28,935,920.19                         7.08
85.01 - 90.00                        4,090            140,414,853.66                        34.37
90.01 - 95.00                        2,829            123,292,957.38                        30.18
95.01 - 100.00                       1,575             50,875,970.31                        12.45
Total:                              11,105            408,566,350.43                       100.00
- ---------------------------- -------------------- ------------------------ --------------------------------
</TABLE>

*   Indicates an amount greater than 0.00% but less than 0.005%.
(1) Percentages may not add to 100% due to rounding.




                REMAINING MONTHS TO MATURITY OF INITIAL CONTRACTS

<TABLE>
<CAPTION>
- ---------------------------- -------------------- ------------------------ --------------------------------
                                  Number of         Aggregate Principal       % of Contracts by Outstanding
                               Contracts as of    Balance Outstanding as      Principal Balance as of the
Months Remaining              the Cut-Off Date      of the Cut-Off Date              Cut-Off Date
- ---------------------------- -------------------- ------------------------ --------------------------------
<S>                                 <C>              <C>                                  <C>
1-30                                   849              3,312,406.65                         0.81
31 - 60                                638              5,375,957.71                         1.32
61 - 90                                418              5,846,147.07                         1.43
91 - 120                               806             13,313,821.67                         3.26
121 - 150                              296              6,658,355.52                         1.63
151 - 180                            1,157             26,623,399.25                         6.52
181 - 210                               10                355,849.69                         0.09
211 - 240                            1,137             34,462,901.33                         8.44
241 - 270                                3                163,915.41                         0.04
271 - 300                              978             35,331,831.20                         8.65
331 - 360                            4,813            277,121,764.93                        67.83
Total:                              11,105            408,566,350.43                       100.00
- ---------------------------- -------------------- ------------------------ --------------------------------
</TABLE>

*   Indicates an amount greater than 0.00% 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.
<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
                         ------------        ------------        ------------        ------------        ------------
To Call
<S>                   <C>      <C>        <C>      <C>        <C>      <C>        <C>      <C>        <C>      <C>
A-1                     1.73     11/03      1.22     11/02      0.95     04/02      0.72     11/01      0.62     09/01
A-2                     4.11     04/05      2.85     10/03      2.21     01/03      1.68     05/02      1.45     02/02
A-3                     6.06     12/07      4.20     09/05      3.20     05/04      2.40     05/03      2.06     12/02
A-4                     9.58     03/12      6.76     11/08      5.00     09/06      3.47     08/04      2.96     12/03
A-5                    17.46     06/20     13.30     01/16     10.40     11/12      7.45     09/09      6.13     04/08
A-6                    10.13     06/20      7.53     01/16      5.83     11/12      4.19     09/09      3.49     04/08
M-1                    14.92     06/20     11.19     01/16      9.07     11/12      7.40     09/09      6.63     04/08
M-2                    14.92     06/20     11.19     01/16      9.07     11/12      7.40     09/09      6.63     04/08
B-1                     8.60     12/10      6.02     11/07      5.04     07/06      4.76     12/05      4.64     09/05
B-2                    16.19     06/20     12.21     01/16      9.84     11/12      7.85     09/09      6.98     04/08

To Maturity
A-5                    18.86     06/27     14.79     03/24     11.70     06/20      8.46     12/15      6.97     10/13
A-6                    10.70     06/27      8.14     03/24      6.36     06/20      4.60     12/15      3.83     10/13
M-1                    15.49     06/25     11.75     11/20      9.62     09/17      8.07     09/14      7.37     05/13
M-2                    15.49     06/25     11.75     11/20      9.62     09/17      8.07     09/14      7.37     05/13
B-2                    17.41     06/25     13.35     11/20     11.00     09/17      9.07     09/14      8.26     05/13
</TABLE>

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



                              Additional Contracts
                              --------------------

<TABLE>
<CAPTION>
                Aggregate Principal        Wtd. Avg.          Wtd. Avg.           Wtd. Avg.
                Balance Outstanding      Original Term     Remaining Term       Contract Rate
             -------------------------------------------------------------------------------------
<S>             <C>                        <C>                <C>             <C>
Pool 1              3,723,853.87               76                 76              16.600%
Pool 2              9,764,029.43              120                120              16.267
Pool 3             42,670,644.81              177                177              15.628
Pool 4             55,593,781.00              240                240              15.427
Pool 5             32,774,118.12              300                300              15.615
Pool 6            196,907,222.41              360                360              13.031
             -------------------------------------------------------------------------------------
Total             341,433,649.64              302                302              14.125%
</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.


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