<PAGE>
Filed Pursuant to Rule 424(b)(3)
File No. 33-26498
GREEN TREE FINANCIAL CORPORATION
SUPPLEMENT DATED JULY 15, 1997
TO
PROSPECTUS DATED JUNE 23, 1995
The information in this Supplement supersedes information set forth in
the prospectus dated June 23, 1995 (the "Prospectus") relating to 4,993,520
shares of Common Stock of Green Tree Financial Corporation acquired and/or sold
by the Selling Stockholders listed therein (the "Selling Stockholders") pursuant
to the Green Tree Financial Corporation 1983 Incentive Stock Option Plan, 1983
Nonqualified Stock Option Plan, 1987 Employee Stock Option Plan, 1987
Supplemental Stock Option Plan, 1992 Supplemental Stock Option Plan, 1995
Employee Stock Inventive Plan and the Key Executive Stock Bonus Plan, to the
extent additional to or inconsistent with information set forth in the
Prospectus.
<PAGE>
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JUNE 23, 1995)
GREEN TREE FINANCIAL CORPORATION
------------------------
4,993,520
Shares of Common Stock
($.01 Par Value)
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------------------------
This prospectus relates to 4,993,520 shares of Common Stock, acquired or to
be acquired in the future, by the Selling Shareholders listed herein pursuant to
the Green Tree Financial Corporation 1983 Incentive Stock Option Plan, 1983
Nonqualified Stock Option Plan, 1987 Employee Stock Option Plan, 1987
Supplemental Stock Option Plan, 1992 Supplemental Stock Option Plan, 1995
Employee Stock Incentive Plan and the Key Executive Stock Bonus Plan
(collectively, the "Plans"). All or a portion of the Common Stock offered
hereby may be offered for sale from time to time on the New York Stock Exchange,
the Pacific Stock Exchange, or otherwise at prices and terms then obtainable.
Green Tree Financial Corporation (the "Company") will receive none of the
proceeds from the sale of the Common Stock offered hereby.
The Shares offered hereby have not been registered under the blue sky or
securities laws of any jurisdiction, and any broker or dealer should assure
itself of the existence of an exemption from registration or effectuate such
registration in connection with the offer and sale of the Shares.
The Common Stock of the Company is listed on the New York Stock Exchange
and the Pacific Stock Exchange. On July 11,1997 the closing price for the
Common Stock on the New York Stock Exchange was $36.25 per share.
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus in connection with
the offer contained herein, and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. This prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, any securities offered hereby in any
jurisdiction in which it is not lawful or to any person to whom it is not lawful
to make any such offer or solicitation. Neither the delivery of this Prospectus
nor any sale made hereunder shall, under any circumstances, create any
implication that information herein is correct as of any time subsequent to the
date hereof.
The date of this Prospectus is July 15, 1997.
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AVAILABLE INFORMATION
---------------------
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and, in accordance
therewith, files reports, proxy statements, and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements, and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street N.W., Room
1024, Washington, D.C. 20549 or at the regional offices of the Commission; 500
West Madison Street, Suite 1400, Chicago, Illinois 60661; and 7 World Trade
Center, Suite 1300, New York, New York 10048. Copies of such material may be
obtained at prescribed rates from the Public Reference Section of the Commission
at 450 Fifth Street N.W., Washington, D.C. 20549.
The Company's Common Stock is listed on the New York and the Pacific Stock
Exchange. Periodic reports, definitive proxy statements and other information
concerning the Company can be inspected at such exchanges.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which have been of will be filed by the company
with the Commission are incorporated by reference in this Prospectus, as of
their respective dates:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
(b) The Company's quarterly Report on Form 10-Q for the quarter ended
March 31, 1997; and
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Amendment No. 1 to Form S-3, dated
March 12, 1992 (File No. 33-45880), and any amendment or report filed to
update such description filed subsequent to the date of this Prospectus and
prior to the termination of the offering of the Common Stock offered
hereby.
All other reports and any definitive proxy or information statements
subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14, and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities unsold, shall be deemed to be incorporated by
reference in this prospectus and to be a part hereof from the date of filing of
such documents. Any statement contained herein or in a document all or part of
which is incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide, without charge, to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of such person, a
copy of any and all of the documents referred to above which have been or may be
incorporated in this prospectus (not including exhibits, unless such exhibits
are specifically incorporated by reference into such documents). Requests for
such copies should be directed to Joel H. Gottesman, Esq., Vice President and
General Counsel, Green Tree Financial Corporation, 300 Landmark Towers, 345
Saint Peter Street, St. Paul, Minnesota 55102-1637, (612) 293-4800.
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THE COMPANY
The complete mailing address of the principal executive offices of the
Company is 1100 Landmark Towers, 345 St. Peter Street, Saint Paul, Minnesota
55102-1637. The telephone number is (612) 293-3400.
SELLING STOCKHOLDERS
The Appendix to this Prospectus contains a table which sets forth the name,
position with the Company, and certain information with respect to the ownership
of the Company's Common Stock, for each of the Selling Stockholders.
PLAN OF DISTRIBUTION
The Selling Stockholders have not advised the Company of any specific plans
for the distribution of the shares offered hereby, but it is anticipated that
the shares will be sold from time to time. Such sales may be made on one or
more exchanges, in the over-the-counter market or otherwise at prices and at
terms then prevailing or at prices related to the then-current market price, or
in negotiated transactions. The shares may be sold by one or more of the
following: (a) a block trade in which the broker or dealer so engaged will
attempt to sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction; (b) purchases by a broker or
dealer as principal and resale by such broker or dealer for its account pursuant
to this Prospectus; (c) an exchange distribution in accordance with the rules of
such exchange; and (d) ordinary brokerage transactions and transactions in which
the broker solicits purchasers. In effecting sales, brokers or dealers engaged
by the selling shareholders may arrange for other brokers or dealers to
participate. Brokers or dealers will receive commissions or discounts from
selling shareholder in amounts to be negotiated immediately prior to the sale.
Any brokers or dealers acting in connection with the sale of the shares
hereunder may be deemed to be "underwriters" within the meaning of Section 2(11)
of the Securities Act of 1933, as amended, and any commissions received by them
and any profit realized by them on the resale of Shares as principals may be
deemed underwriting compensation under the Securities Act.
Any Common Stock offered hereby which qualifies for sale pursuant to Rule
144 may be sold under Rule 144 rather than pursuant to this Prospectus.
EXPERTS
The financial statements and schedules of the Company incorporated by
reference in this Prospectus and elsewhere in this registration statement have
been examined by KPMG Peat Marwick LLP, independent certified public
accountants, to the extent and for the periods indicated in their reports. Such
financial statements and schedules are incorporated herein by reference in
reliance upon such reports given upon the authority of such firm as experts in
accounting and auditing.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for the
Company by Dorsey & Whitney LLP, Minneapolis, Minnesota.
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INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Section 302A.521, subd. 2, of the Minnesota Statutes requires the Company
to indemnify a person made or threatened to be made a party to a proceeding by
reason of the former or present official capacity of the person with respect to
the Company, against judgments, penalties, fines (including, without limitation,
excise taxes assessed against the person with respect to an employee benefit
plan), settlements, and reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in connection with the proceeding, if,
with respect to the acts or omissions of the person complained of in the
proceeding, the person (1) has not been indemnified by another organization or
employee benefit plan for the same judgements, penalties or fines; (2) acted in
good faith; (3) received no improper personal benefit, and statutory procedure
has been followed in the case of any conflict of interest by a director; (4) in
the case of a criminal proceeding, has no reasonable cause to believe the
conduct was unlawful; and (5) in the case of acts or omissions occurring in the
person's performance in the official capacity of officer, board committee member
or employee, reasonably believed that the conduct was in the best interests of
the Company, or, in the case of performance by a director, officer or employee
of the Company involving service as a director, officer, partner, trustee,
employee or agent of another organization or employee benefit plan, reasonably
believed that the conduct was not opposed to the best interests of the Company.
In addition, Section 302A.521, subd. 3, requires payment by the Company, upon
written request, of reasonable expenses in advance of final disposition of the
proceeding in certain instances. A decision as to required indemnification is
made by a disinterested majority of the Board of Directors present at a meeting
at which a disinterested quorum is present, or by a designated committee of the
Board, by special legal counsel, by the shareholders, or by a court.
Article IX of the Bylaws of the Company provides that the Company shall
indemnify officers and directors to the extent permitted by Section 302A.521 as
now enacted or hereafter amended.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is therefore unenforceable.
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APPENDIX
SELLING STOCKHOLDERS
The following table sets forth certain information with respect to the
Selling Stockholders and the Common Stock being offered hereby.
<TABLE>
<CAPTION>
Beneficially Maximum Beneficially Owned
Owned Offered After
Before Offering(1) Hereby(2) Offering(3)
------------------ --------- ------------------
<S> <C> <C> <C>
Gregory D. Aplin 74,666 245,000 0
Senior Vice President
Jerry W. Britton 52,100 260,000 0
Executive Vice President
Lawrence M. Coss 6,598,927 6,420,527 0
Chairman and Chief Executive Officer;
Director
Bruce A. Crittenden 28,515 240,000 0
Executive Vice President
John A. Dolphin 6,150 35,000 0
Vice President and
Director of Investor Relations
Richard G. Evans 432,000 565,000 0
Executive Vice President;
Director
Edward L. Finn 700 150,000 0
Executive Vice President and
Chief Financial Officer
Joel H. Gottesman 29,000 190,000 0
Senior Vice President,
General Counsel and Secretary
Phyllis A. Knight 20,479 60,000 0
Vice President and Treasurer
</TABLE>
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<TABLE>
<CAPTION>
Beneficially Maximum Beneficially Owned
Owned Offered After
Before Offering (1) Hereby (2) Offering (3)
--------------- ------ --------
<S> <C> <C> <C> <C>
W. Max McGee 581,800 305,800 (4) 0
Director
Michael L. Newell 16,500 80,000 0
Senior Vice President
Robert S. Nickoloff 126,410 130,410 (4) 0
Director
Brent H. Peterson 47,466 140,000 0
Senior Vice President
Robert D. Potts 263,666 750,000 0
President and Chief
Operating Officer; Director
Jeffrey A. Vanthournout 24,000 170,000 0
Senior Vice President
Scott T. Young 0 60,000 0
Vice President and Controller
Lyle D. Zeller 128,900 245,000 0
Senior Vice President
Reserved 7,164,720 (5)
</TABLE>
(1) Includes shares currently owned and any shares acquirable within 60 days
(as of 6/01/97) (e.g., relating to the exercise of options.)
(2) The shares listed in this column have been or may be acquired pursuant to
the exercise of options under the Plans, whether or not such options are
exercisable within 60 days of the date hereof. This statement of "Maximum
Offered Hereby" does not constitute a commitment to sell the number of
shares listed. The number of shares offered will be determined from time to
time by each Selling Stockholder at his or her sole discretion.
(3) Assumes the Maximum Offered Hereby is sold.
(4) Will be increased by subsequent option grants pursuant to the 1992
Supplemental Stock Option Plan. See note 5 below.
(5) Covers 400,000 shares reserved for issuance pursuant to the 1992
Supplemental Stock Option Plan to outside directors of the Company and
6,764,720 shares reserved under the 1995 Employee Stock Incentive Plan that
may be issued to Selling Stockholders.
2
