<PAGE>
As filed with the Securities and Exchange Commission on August 29, 1995.
File No. 0-11652
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-B
REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS
Filed Pursuant to Section 12(b) or (g) of
The Securities Exchange Act of 1934
__________________
GREEN TREE FINANCIAL CORPORATION
--------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 41-1807858
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1100 LANDMARK TOWERS
345 SAINT PETER STREET
ST. PAUL, MINNESOTA 55102-1639
-------------------------------
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
COMMON STOCK NEW YORK STOCK EXCHANGE
($.01 PAR VALUE) PACIFIC STOCK EXCHANGE
PREFERRED SHARE PURCHASE RIGHTS NEW YORK STOCK EXCHANGE;
PACIFIC STOCK EXCHANGE
10-1/4% SENIOR SUBORDINATED NOTES NEW YORK STOCK EXCHANGE
DUE JUNE 1, 2002
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
================================================================================
<PAGE>
Item 1. General Information.
-------------------
(a) Green Tree Financial Corporation (the "Company") is a Delaware
corporation that was incorporated on March 24, 1995.
(b) The fiscal year of the Company ends on December 31.
Item 2. Transaction of Succession.
-------------------------
(a) Green Tree Financial Corporation, a Minnesota corporation ("Green
Tree Minnesota") and the predecessor of the Company, had securities registered
pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended
(the "Act"), at the time of the succession.
(b) On July 1, 1995, Green Tree Minnesota was merged with and into the
Company (the "Merger") and each share of Common Stock, $.01 par value, of Green
Tree Minnesota was converted into one fully paid and nonassessable share of
Common Stock, $.01 par value, of the Company.
Item 3. Securities to be Registered.
---------------------------
The following table sets forth, as of July 1, 1995, with respect to the
class of securities to be registered, the number of shares (1) presently
authorized, (2) presently issued, (3) presently outstanding and (4) presently
held in treasury:
<TABLE>
<CAPTION>
Authorized
by Certificate
of Held in
Class of Shares Incorporation Issued Outstanding Treasury
- ------------------------------ -------------- ------------ ------------ --------
<S> <C> <C> <C> <C>
Common Stock, 150,000,000 68,411,456 68,411,456 -0-
$.01 Par Value
Preferred Share 150,000,000 17,102,864 17,102,864 -0-
Purchase Rights
10-1/4% Senior $267,254,000 $267,254,000 $267,254,000 -0-
Subordinated Notes
due June 1, 2002
</TABLE>
Item 4. Description of Company's Securities To Be Registered.
----------------------------------------------------
The following description of the Company's capital stock does not
purport to be complete and is subject in all respects to applicable Delaware law
and to the provisions of the Company's Certificate of Incorporation, which is an
exhibit to this Registration Statement.
Common Stock
- ------------
The Company is authorized to issue 150,000,000 shares of common stock, par
value $.01 (the "Common Stock"). Holders of Common Stock are entitled to one
vote at all meetings of shareholders of the Company for the election of
directors and all other matters submitted to a shareholder vote. The Common
Stock does not have cumulative voting rights. Accordingly, the holders of a
majority of the outstanding shares of Common Stock can elect all the directors
if they choose to do so. Dividends may be paid to the holders of Common Stock
when, as and if declared by the Board of Directors of the Company out of funds
legally available therefor. The Common Stock has no preemptive, conversion or
similar rights. Upon the liquidation, dissolution or winding up
-2-
<PAGE>
of the affairs of the Company, any assets remaining after provision for payment
of creditors would be distributed pro rata among holders of Common Stock,
subject to the rights of the holders of preferred stock that may be outstanding.
All of the outstanding shares of Common Stock are fully paid and nonassessable.
The Company executed a rights agreement on October 9, 1985, and amended this
agreement effective August 16, 1990. Under the terms of the agreement, as
amended, each share of Common Stock has one-quarter of one preferred stock
purchase right ("Right") attached. Under certain circumstances, each Right shall
be converted into the right to purchase for $125 the number of shares of Common
Stock that could be purchased for $125 at a price per share equal to 50% of the
then-current market price per share of the Common Stock. The Rights will convert
only if a person or group acquires 20% or more of the outstanding Common Stock
or announces a tender offer for 20% or more of the Common Stock, or if the
independent directors of the Company's Board of Directors determine that a
person or group owning 10% or more of the outstanding Common Stock is likely to
take action for the short-term benefit of that person or group to the detriment
of the long-term interests of the Company and its shareholders. The number of
Rights outstanding is subject to adjustment for the issuance, split or
combination of the Common Stock. The Company will be entitled to redeem the
Rights, upon approval of a majority of the independent directors of the Company,
at $.10 per Right (subject to adjustment) at any time prior to the tenth day
after a public announcement that a person or group has acquired beneficially 20%
or more of the Common Stock.
If the Company is acquired in a merger or other business combination
transaction, each Right will entitle its holder to purchase, at the Right's
exercise price, that number of shares of the acquiring company's common stock
having a then-current market value of twice the Right's exercise price. The
Rights will expire on October 31, 1995 if not previously redeemed or exercised.
Firstar Trust Company is the transfer agent and the registrar for the Common
Stock.
Preferred Stock
- ---------------
The Company is authorized to issue 15,000,000 shares of preferred stock, par
value $.01, of which no shares are issued and outstanding as of July 1, 1995.
The Board of Directors has the authority to issue preferred stock in one or more
series and to determine the rights, preferences, privileges, and restrictions,
including the dividend rights, dividend rate, conversion rights, voting rights,
terms of redemption (including sinking fund provisions), redemption price or
prices, liquidation preferences, and the number of shares constituting any
series or the designations of such series, without further vote or action by the
shareholders. These rights and privileges could adversely affect the voting
power of holders of Common Stock, and the authority of the Board of Directors to
issue preferred stock without further shareholder approval could have the effect
of delaying, deferring or preventing a change in control of the Company.
Certain Anti-Takeover Provisions of the Articles of Incorporation and Bylaws
- ----------------------------------------------------------------------------
The Certificate of Incorporation requires the approval of at least 80% of the
combined voting power of the then-outstanding shares of voting stock, voting as
a single class, as a condition to certain business combinations, except, in
general, if the shareholders of the Company receive a fair price, as specified
in the Certificate of Incorporation, or a majority of the disinterested
directors approve the transaction.
In addition, the Certificate of Incorporation precludes the Company from
purchasing any shares of Common Stock at a per-share price in excess of the
"Fair Market Price" (defined, in general, as the highest closing sale price of
the Common Stock during the 30-day period preceding the date in question) as of
the time of such purchase from a person known by the Company to be a
"Substantial Shareholder" (defined, in general, as the holder of 10% or more of
the outstanding Common Stock), unless such purchase has been approved by the
holders of at least two-thirds of the shares of Common Stock voted thereon held
by disinterested shareholders.
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<PAGE>
Any amendment, change or repeal of the above provisions of the Certificate of
Incorporation would require the affirmative vote of 80% of the voting power of
the outstanding voting stock, voting as a single class.
Pursuant to the Company's Bylaws, the Board of Directors of the Company is
divided into three classes serving staggered three-year terms. As a result, at
least two shareholders' meetings will generally be required for shareholders to
effect a change in control of the Board of Directors. Any directors, or the
entire Board of Directors, may be removed from office at any time, with or
without cause, but only upon the affirmative vote of the holders of at least 80%
of the outstanding shares entitled to vote generally in the election of
directors. Any amendment, change or repeal of these provisions of the Bylaws
would require the affirmative vote of 80% of the voting power of the outstanding
voting stock, voting as a single class, or, to the extent permitted by law,
action by the Board of Directors.
The description of the Company's 10-1/4% Senior Subordinated Notes due June 1,
2002, contained in the Company's Registration Statement on Form S-4 (File No.
33-42249), is incorporated herein by reference.
Item 5. Financial Statements and Exhibits.
---------------------------------
(a) Financial Statements.
No response required.
(b) Exhibits.
---------
2.1 Proxy Statement of Green Tree Financial Corporation, dated April 17,
1995 (incorporated by reference to Green Tree Minnesota's Proxy
Statement for Annual Meeting of Shareholders on May 17, 1995; File No.
001-08916)
4.1 Certificate of Incorporation of Green Tree Financial Corporation
(incorporated by reference to Green Tree Minnesota's Proxy Statement
for Annual Meeting of Shareholders on May 17, 1995; File No. 001-08916)
4.2 Bylaws of Green Tree Financial Corporation (incorporated by reference to
Green Tree Minnesota's Proxy Statement for Annual Meeting of
Shareholders on May 17, 1995; File No. 001-08916)
4.3 Rights Agreement dated as of October 9, 1985 between Green Tree
Acceptance, Inc. and Norwest Bank Minnesota, N.A., as successor Rights
Agent, as amended and restated as of August 16, 1990, including the
Amended and Restated Form of Right Certificate attached as Exhibit B
thereto (incorporated by reference to Green Tree Minnesota's Report
on Form 8 filed August 21, 1990)
10.1 Key Executive Bonus Program (incorporated by reference to Green Tree
Minnesota's Registration Statement on Form S-1; File No. 2-82880)
10.2 Employment Agreement, dated April 20, 1991, between Green Tree
Financial Corporation and Lawrence M. Coss (incorporated by reference to
Green Tree Minnesota's Registration Statement on Form S-4; File No.
33-42249)
10.3 Green Tree Financial Corporation 1987 Stock Option Plan (incorporated by
reference to Green Tree Minnesota's Registration Statement on Form
S-4; File No. 33-42249)
10.4 Green Tree Financial Corporation Key Executive Stock Bonus Plan
(incorporated by reference to Green Tree Minnesota's Registration
Statement on Form S-4; File No. 33-42249)
-4-
<PAGE>
10.5 Master Repurchase Agreement dated as of August 1, 1990 between Green
Tree Finance Corp.-Three and Merrill Lynch Mortgage Capital Inc.
(incorporated by reference to Green Tree Minnesota's Annual Report
on Form 10-K for the year ended December 31, 1990; File No. 0-11652); as
amended by Amendment to the Master Repurchase Agreement dated May 10,
1993 (incorporated by reference to Green Tree Minnesota's Quarterly
Report on Form 10-Q for the period ended March 31, 1994; File No. 0-
11652)
10.6 Warehousing Credit Agreement dated as of November 30, 1990 among Green
Tree Financial Corporation and certain banks and First Bank National
Association, Administrative Agent (incorporated by reference to
Green Tree Minnesota's Annual Report on Form 10-K for the year ended
December 31, 1990; File No. 0-11652); as amended by a Consent and Third
Amendment to Warehousing Credit Agreement dated February 13, 1992
(incorporated by reference to Green Tree Minnesota's Annual Report
on Form 10-K for the year ended December 31, 1991; File No. 0-11652); as
amended by Fourth Amendment to Warehousing Credit Agreement dated
November 30, 1992 (incorporated by reference to Green Tree
Minnesota's Annual Report on Form 10-K for the year ended December 31,
1992; File No. 0-11652); as amended by Sixth Amendment to Warehousing
Credit Agreement dated November 30, 1993 and Seventh Amendment to
Warehousing Credit Agreement dated April 11, 1994 (incorporated by
reference to Green Tree Minnesota's Quarterly Report on Form 10-Q
for the period ended March 31, 1994; File No. 0-11652)
10.7 Master Repurchase Agreement dated as of May 17, 1991 between Green Tree
Finance Corp.-Four and First Boston Mortgage Capital Corp. (incorporated
by reference to Green Tree Minnesota's Registration Statement on
Form S-4; File No. 33-42249); as amended by Amendment to the Master
Repurchase Agreement dated March 31, 1994 (incorporated by reference to
Green Tree Minnesota's Quarterly Report on Form 10-Q for the period
ended June 30, 1994; File No. 0-11652)
10.8 Insurance and Indemnity Agreement dated as of February 13, 1992 among
Green Tree Financial Corporation, MAHCS Guaranty Corporation and
Financial Security Assurance Inc. (incorporated by reference to
Green Tree Minnesota's Annual Report on Form 10-K for the year ended
December 31, 1991; File No. 0-11652); as amended by Amended and Restated
Insurance and Indemnity Agreement dated March 11, 1994 (incorporated by
reference to Green Tree Minnesota's Quarterly Report on Form 10-Q
for the period ended March 31, 1994; File No. 0-11652)
10.9 Master Repurchase Agreement dated as of October 15, 1992 between Green
Tree Finance Corp.-Five and Lehaman Commercial Paper, Inc. (incorporated
by reference to Green Tree Minnesota's Annual Report on Form 10-K
for the year ended December 31, 1992; File No. 0-11652)
10.10 401 (k) Plan Trust Agreement effective as of October 1, 1992
(incorporated by reference to Green Tree Minnesota's Annual Report
on Form 10-K for the year ended December 31, 1992; File No. 0-11652)
10.11 Green Tree Financial Corporation 1992 Supplemental Stock Option Plan
(incorporated by reference to Green Tree Minnesota's Annual Report
on Form 10-K for the year ended December 31, 1993; File No. 0-11652)
10.12 Green Tree Financial Corporation 1987 Supplemental Stock Option Plan
(incorporated by reference to Green Tree Minnesota's Annual Report
on Form 10-K for the year ended December 31, 1987; File No. 0-11652)
21.1 Subsidiaries of the Registrant (incorporated by reference to Green
Tree Minnesota's Annual Report on Form 10-K for the year ended December
31, 1994; File No. 0-11652)
-5-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, duly authorized.
GREEN TREE FINANCIAL CORPORATION
Date: August 22, 1995 By /s/ Robert D. Potts
-------------------------------------
Robert D. Potts
President and Chief Operating Officer
-6-
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibits Page
- -------- ----
<S> <C>
2.1 Notice of Annual Meeting and Proxy Statement of Green Tree Financial
Corporation, dated April 17, 1995 (incorporated by reference to
Green Tree Minnesota's Proxy Statement for Annual Meeting of
Shareholders on May 17, 1995; File No. 001-08916)
4.1 Certificate of Incorporation of Green Tree Financial Corporation
(incorporated by reference to Green Tree Minnesota's Proxy
Statement for Annual Meeting of Shareholders on May 17, 1995; File No.
001-08916)
4.2 Bylaws of Green Tree Financial Corporation (incorporated by reference
to Green Tree Minnesota's Proxy Statement for Annual Meeting of
Shareholders on May 17, 1995; File No. 001-08916)
4.3 Rights Agreement dated as of October 9, 1985 between Green Tree
Acceptance, Inc. and Norwest Bank Minnesota, N.A., as successor Rights
Agent, as amended and restated as of August 16, 1990, including the
Amended and Restated Form of Right Certificate attached as Exhibit B
thereto (incorporated by reference to Green Tree Minnesota's
Report on Form 8 filed August 21, 1990)
10.1 Key Executive Bonus Program (incorporated by reference to Green
Tree Minnesota's Registration Statement on Form S-1; File No. 2-82880)
10.2 Employment Agreement, dated April 20, 1991, between Green Tree
Financial Corporation and Lawrence M. Coss (incorporated by reference
to Green Tree Minnesota's Registration Statement on Form S-4; File
No. 33-42249)
10.3 Green Tree Financial Corporation 1987 Stock Option Plan (incorporated
by reference to Green Tree Minnesota's Registration Statement on
Form S-4; File No. 33-42249)
10.4 Green Tree Financial Corporation Key Executive Stock Bonus Plan
(incorporated by reference to Green Tree Minnesota's Registration
Statement on Form S-4; File No. 33-42249).
10.5 Master Repurchase Agreement dated as of August 1, 1990 between Green
Tree Finance Corp.-Three and Merrill Lynch Mortgage Capital Inc.
(incorporated by reference to Green Tree Minnesota's Annual Report
on Form 10-K for the year ended December 31, 1990; File No. 0-11652);
as amended by Amendment to the Master Repurchase Agreement dated May
10, 1993 (incorporated by reference to Green Tree Minnesota's
Quarterly Report on Form 10-Q for the period ended March 31, 1994;
File No. 0-11652).
10.6 Warehousing Credit Agreement dated as of November 30, 1990 among Green
Tree Financial Corporation and certain banks and First Bank National
Association, Administrative Agent (incorporated by reference to
Green Tree Minnesota's Annual Report on Form 10-K for the year ended
December 31, 1990; File No. 0-11652); as amended by a Consent and
Third Amendment to Warehousing Credit Agreement dated February 13,
1992 (incorporated by reference to Green Tree Minnesota's
</TABLE>
-7-
<PAGE>
Annual Report on Form 10-K for the year ended December 31, 1991; File
No. 0-11652); as amended by Fourth Amendment to Warehousing Credit
Agreement dated November 30, 1992 (incorporated by reference to
Green Tree Minnesota's Annual Report on Form 10-K for the year ended
December 31, 1992; File No. 0-11652); as amended by Sixth Amendment to
Warehousing Credit Agreement dated November 30, 1993 and Seventh
Amendment to Warehousing Credit Agreement dated April 11, 1994
(incorporated by reference to Green Tree Minnesota's Quarterly
Report on Form 10-Q for the period ended March 31, 1994; File No.
0-11652).
10.7 Master Repurchase Agreement dated as of May 17, 1991 between Green Tree
Finance Corp.-Four and First Boston Mortgage Capital Corp. (incorporated
by reference to Green Tree Minnesota's Registration Statement on
Form S-4; File No. 33-42249); as amended by Amendment to the Master
Repurchase Agreement dated March 31, 1994 (incorporated by reference to
Green Tree Minnesota's Quarterly Report on Form 10-Q for the period
ended June 30, 1994; File No. 0-11652).
10.8 Insurance and Indemnity Agreement dated as of February 13, 1992 among
Green Tree Financial Corporation, MAHCS Guaranty Corporation and
Financial Security Assurance Inc. (incorporated by reference to
Green Tree Minnesota's Annual Report on Form 10-K for the year ended
December 31, 1991; File No. 0-11652); as amended by Amended and Restated
Insurance and Indemnity Agreement dated March 11, 1994 (incorporated by
reference to Green Tree Minnesota's Quarterly Report on Form 10-Q
for the period ended March 31, 1994; File No. 0-11652).
10.9 Master Repurchase Agreement dated as of October 15, 1992 between Green
Tree Finance Corp.-Five and Lehaman Commercial Paper, Inc. (incorporated
by reference to Green Tree Minnesota's Annual Report on Form 10-K
for the year ended December 31,1992; File No. 0-11652).
10.10 401(k) Plan Trust Agreement effective as of October 1, 1992
(incorporated by reference to Green Tree Minnesota's Annual Report
on Form 10-K for the year ended December 31, 1992; File No. 0-11652).
10.11 Green Tree Financial Corporation 1992 Supplemental Stock Option Plan
(incorporated by reference to Green Tree Minnesota's Annual Report
on Form 10-K for the year ended December 31, 1993; File No. 0-11652).
10.12 Green Tree Financial Corporation 1987 Supplemental Stock Option Plan
(incorporated by reference to Green Tree Minnesota's Annual Report
on Form 10-K for the year ended December 31, 1987; File No. 0-11652).
21.1 Subsidiaries of the Registrant (incorporated by reference to Green
Tree Minnesota's Annual Report on Form 10-K for the year ended December
31, 1994; File No. 0-11652).
-8-
