GREEN TREE FINANCIAL CORP
8-K, 1996-12-26
ASSET-BACKED SECURITIES
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<PAGE>
  
 
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


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


                                    FORM 8-K

                                 CURRENT REPORT



                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934



Date of Report (Date of earliest event reported):  December 26, 1996



                        GREEN TREE FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)
 
          Delaware                      01-08916                41-1807858
- ----------------------------    ------------------------    -------------------
(State or other Jurisdiction    (Commission File Number)     (I.R.S. Employer
     of incorporation)                                      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:  (612) 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 Accounting.
- -------  --------------------------------------------- 

         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.A          Form T-1 Statement of Eligibility Under the 
                                    Trust Indenture Act of 1939.


     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.


Date:  December 26, 1996               GREEN TREE FINANCIAL CORPORATION
 
 

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


                                       3

<PAGE>
 
  INDEX TO EXHIBITS


  Exhibit
  -------
  Number                                                                    Page
  ------                                                                    ----

   99.A          Form T-1 Statement of Eligibility Under the 
                 Trust Indenture Act of 1939.






                                       4


<PAGE>
                                                                    Exhibit 99.A

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

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

                                   FORM T-1

                      Statement of Eligibility Under the 
                 Trust Indenture Act of 1939 of a Corporation
                         Designated to Act as Trustee


                       FIRST TRUST NATIONAL ASSOCIATION
              (Exact name of Trustee as specified in its charter)

        United States                                        41-0257700
  (State of Incorporation)                                (I.R.S. Employer
                                                         Identification No.)

        First Trust Center
        180 East Fifth Street
        St. Paul, Minnesota                                    55101
  (Address of Principal Executive Offices)                   (Zip Code)


                       GREEN TREE FINANCIAL CORPORATION
            (Exact name of Registrant as specified in its charter)

        Delaware                                             41-1807858
  (State of Incorporation)                                (I.R.S. Employer
                                                         Identification No.)


        1100 Landmark Towers
        St. Paul, MN                                           55102
  (Address of Principal Executive Offices)                   (Zip Code)


                  Class A-1/HE Fixed Rate Asset-Backed Notes
              Class A-1 thru A-4 Floating Rate Asset-Backed Notes
                      (Title of the Indenture Securities)
<PAGE>
                                   GENERAL 
                                   -------

1.  General Information   Furnish the following information as to the Trustee.

    (a) Name and address of each examining or supervising authority to which it 
    is subject.

           Comptroller of the Currency
           Washington, D.C.

    (b) Whether it is authorized to exercise corporate trust powers.

           Yes

2.  AFFILIATIONS WITH OBLIGOR AND UNDERWRITERS  If the obligor or any
    underwriter for the obligor is an affiliate of the Trustee, describe each
    such affiliation.

           None

    See Note following Item 16.

    Items 3-15 are not applicable because to the best of the Trustee's knowledge
    the obligor is not in default under any Indenture for which the Trustee acts
    as Trustee.

16. LIST OF EXHIBITS  List below all exhibits filed as a part of this statement
    of eligibility and qualification. Each of the exhibits listed below is
    incorporated by reference from registration number 22-27000.

    1.  Copy of Articles of Association.

    2.  Copy of Certificate of Authority to Commence Business.

    3.  Authorization of the Trustee to exercise corporate trust powers 
        (included in Exhibits 1 and 2; no separate instrument).

    4.  Copy of existing By-Laws.

    5.  Copy of each Indenture referred to in Item 4.  N/A.

    6.  The consents of the Trustee required by Section 321(b) of the act.

    7.  Copy of the latest report of condition of the Trustee published pursuant
        to law or the requirements of its supervising or examining authority.


<PAGE>
 
                                     NOTE

     The answers to this statement insofar as such answers relate to what 
persons have been underwriters for any securities of the obligors within three 
years prior to the date of filing this statement, or what persons are owners of 
10% or more of the voting securities of the obligors, or affiliates, are based 
upon information furnished to the Trustee by the obligors.  While the Trustee 
has no reason to doubt the accuracy of any such information, it cannot accept 
any responsibility therefor.

                                   SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, the 
Trustee, First Trust National Association, an Association organized and 
existing under the laws of the United States, has duly caused this statement of 
eligibility and qualification to be signed on its behalf by the undersigned, 
thereunto duly authorized, and its seal to be hereunto affixed and attested, all
in the City of Saint Paul and State of Minnesota on the 19th day of December, 
1996.

                                       FIRST TRUST NATIONAL ASSOCIATION

[SEAL]
                                       /s/ Eve D. Kaplan
                                       -------------------------------
                                       Eve D. Kaplan
                                       Vice President


/s/ Richard H. Prokosch
- -------------------------------
Richard H. Prokosch
Assistant Secretary
<PAGE>

                                   EXHIBIT 6

                                    CONSENT

     In accordance with Section 321(b) of the Trust Indenture Act of 1939, the 
undersigned, FIRST TRUST NATIONAL ASSOCIATION hereby consents that reports of 
examination of the undersigned by Federal, State, Territorial or District 
authorities may be furnished by such authorities to the Securities and Exchange 
Commission upon its request therefor.


Dated:  December 19, 1996


                                        FIRST TRUST NATIONAL ASSOCIATION


                                        /s/  Eve D. Kaplan
                                        --------------------------------
                                        Eve D. Kaplan
                                        Vice President



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