GREEN TREE FINANCIAL CORP
10-K405/A, 1996-04-16
ASSET-BACKED SECURITIES
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<PAGE>
 
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                            ------------------------
    
                                AMENDMENT NO. 1
                                      TO     
                                   FORM 10-K
           [X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
                                      OR
           ( )    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                  FOR THE TRANSITION PERIOD FROM          TO
                        COMMISSION FILE NUMBER: 1-08916

                       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
 incorporation or organization)                    Identification No.)
 
           1100 Landmark Towers
 345 St. Peter Street, Saint Paul, Minnesota            55102-1639
 (Address of principal executive offices)               (Zip Code)
 
      Registrant's telephone number, including area code:  (612) 293-3400

                           ---------------------------
          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
<TABLE> 
<CAPTION> 
                                                    (NAME OF EACH EXCHANGE
      (TITLE OF EACH CLASS)                          ON WHICH REGISTERED)
      ---------------------                         ----------------------
<S>                                               <C> 
   Common Stock, $.01 par value                   New York Stock Exchange, 
                                                   Pacific Stock Exchange
10 1/4% Senior Subordinated Notes due
 June 1, 2002                                     New York Stock Exchange
</TABLE> 

       Securities registered pursuant to Section 12(g) of the Act:  NONE

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities and Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes   X      No 
                                               -----       -----

     Indicate by a check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  ( X)

     As of February 29, 1996, the aggregate market value of voting stock held by
nonaffiliates of registrant was approximately $4,109,591,000.

     As of February 29, 1996, the shares outstanding of the issuer's class of
Common Stock were as follows:

    
                Common Stock                           136,663,206     

                           ---------------------------
                     DOCUMENTS INCORPORATED BY REFERENCE:
                                        
                                                           Part of 10-K
             Document                                   Where Incorporated
             --------                                   ------------------
Proxy Statement for the 1996 Annual Meeting of Stockholders    III


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