<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 28, 1997
GREEN TREE FINANCIAL CORPORATION
--------------------------------
(Exact name of registrant as specified in its charter)
Delaware 01-08916 41-1807858
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(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
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(Address of principal executive offices)
Registrant's telephone number, including area code: (612) 293-3400
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 1. Changes in Control of Registrant.
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Not applicable.
Item 2. Acquisition or Disposition of Assets.
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Not applicable.
Item 3. Bankruptcy or Receivership.
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Not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
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Not applicable.
Item 5. Other Events.
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Not applicable.
Item 6. Resignations of Registrant's Directors.
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Not applicable.
Item 7. Financial Statements and Exhibits.
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(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
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Exhibit No. Description
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99.1 Information with respect to certain manufactured housing
installment sale contracts and installment loan
agreements to be transferred to the trust formed in
connection with the $800,000,000 (Approximate)
Manufactured Housing Contract Senior/Subordinate Pass-
Through Certificates, Series 1997-3, issued by Green
Tree Financial Corporation, as Seller and Servicer.
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.
GREEN TREE FINANCIAL CORPORATION
By: /s/ Joel H. Gottesman
-----------------------------------
Joel H. Gottesman
Senior Vice President, General Counsel
and Secretary
3
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Page
- -------------- ----
99.1 Information with respect to certain manufactured
housing installment sale contracts and installment
loan agreements to be transferred to the trust
formed in connection with the $800,000,000
(Approximate) Manufactured Housing Contract
Senior/Subordinate Pass-Through Certificates,
Series 1997-3, issued by Green Tree Financial
Corporation, as Seller and Servicer.
4
<PAGE>
EXHIBIT 99.1
$800,000,000 (APPROXIMATE)
MANUFACTURED HOUSING CONTRACT
SENIOR/SUBORDINATE PASS-THROUGH CERTIFICATES
SERIES 1997-3
INFORMATION REGARDING CERTAIN SUBSEQUENT CONTRACTS
In connection with the above-captioned offering to be issued pursuant
to a Pooling and Servicing Agreement dated as of May 1, 1997, the following sets
forth statistical data and certain characteristics with respect to 77.61% of
the Subsequent Contracts which have an aggregate principal balance of
$237,513,314.97 as of the Cut-off Date (the "Contracts"). The following is
provided in addition to the information regarding the Initial Contracts set
forth in the Prospectus Supplement dated May 8, 1997. Capitalized terms defined
herein but not otherwise defined shall have the meanings assigned to them in the
Prospectus Supplement.
The Contracts have an aggregate principal balance as of the Cut-off
Date of $237,513,314.97. As of the Cut-off Date, a total of 362, or 9.87% by
aggregate principal amount of the Contracts were Land-and-Home Contracts. Of the
Contracts, a total of 399, or 6.80% by aggregate principal amount, are step-up
rate Contracts. The contractual rate of interest (the "Contract Rate") of a
step-up rate Contract steps up on a particular date from its initial Contract
Rate. A total of 238 step-up rate Contracts, or 4.08% of the Contracts by
aggregate principal amount, provide for two increases in the Contract Rate from
the initial Contract Rate and the remaining step-up rate Contracts provide for a
single increase in the Contract Rate. Of such step-up rate Contracts, all are
still bearing interest at their initial Contract Rate (the period during which
such Contracts bear interest at their initial Contract Rate being referred to
herein as the "Low Rate Period"). During the Low Rate Period, the total amount
and the principal portion of each Scheduled Payment is determined on a basis
that would cause the Contract to be fully amortized over its term if the
Contract were to bear interest during its entire term at its initial Contract
Rate and were to have level payments over its entire term. The total amount and
principal portion of each scheduled payment due after the end of the applicable
Low Rate Period is determined on a basis that would cause the Contract (which
would then be bearing interest at a stepped-up rate) to be fully amortized over
its remaining term on a level-payment basis. Of the Contracts, the Low Rate
Periods for those step-up rate Contracts providing for a single increase in the
Contract Rate will end no earlier than April 1998 and no later than June 1998.
The Contract Rates for such step-up rate Contracts will increase by either
2.26%, 2.51% or 2.76%.
<PAGE>
Of the Contracts, the Low Rate Periods for those step-up rate Contracts
providing for two increases in the Contract Rate will end in April 1998, and
the period with the interim applicable Contract Rate will end in June 1998.
The Contract Rates for such step-up rate Contracts will increase first by 1.25%
and then by an additional 1.25%. The increases in scheduled payments for all
step-up rate Contracts range from $13.59 to $126.90 per month. The statistical
information concerning the Contracts which is set forth below, to the extent it
relates to the Contract Rates of the step-up rate Contracts, takes into account
only their Contract Rates as of the Cut-off Date.
The Contracts were originated between May 1987 and May 1997. Of the
Contracts, approximately 77% of the aggregate principal amount is attributable
to loans to purchase Manufactured Homes which were new and approximately 23% is
attributable to loans to purchase Manufactured Homes which were used at the time
the related Contract was originated. All Contracts have a Contract Rate of at
least 3.98%. The Contracts have remaining maturities, as of the Date, of at
least 24 months but not more than 360 months and original maturities of at least
24 months but not more than 360 months, and a weighted average remaining term to
scheduled maturity, as of the Cut-off Date, of 286 months. The average remaining
principal balance per Contract as of the Cut-off Date was $31,554.84 and the
outstanding principal balances of the Contracts as of the Cut-off Date ranged
from $3,059.00 to $153,034.01. The Obligors on the Contracts are located in 48
states. The Obligors on approximately 8.40% of the Contracts by remaining
principal balance are located in North Carolina, 9.83% in Texas, 6.27% in
Florida, 5.71% in Georgia, 7.04% in South Carolina and 5.88% in Alabama. No
other state represented more than 5% of the Contracts. All of the Contracts had
loan-to-value ratios at the time of origination of 95% or less.
Set forth below is a description of certain additional characteristics of
the Contracts.
2
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GEOGRAPHICAL DISTRIBUTION CONTRACT OBLIGORS
<TABLE>
<CAPTION>
AGGREGATE % OF CONTRACT
PRINCIPAL POOL BY
% OF CONTRACT BALANCE OUTSTANDING
NUMBER OF POOL BY NUMBER OF OUTSTANDING PRINCIPAL
CONTRACTS AS OF CONTRACTS AS OF AS OF CUT- BALANCE AS OF
CUT-OFF DATE CUT-OFF DATE OFF DATE CUT-OFF DATE
--------------- ----------------- --------------- -------------
<S> <C> <C> <C> <C>
Alabama................. 454 6.04% $ 13,954,494.61 5.88%
Alaska.................. 1 .01 51,187.00 .02
Arizona................. 169 2.25 5,934,286.41 2.56
Arkansas................ 211 2.80 6,083,060.33 2.50
California.............. 132 1.75 4,450,108.13 1.87
Colorado................ 163 2.17 5,728,128.36 2.41
Connecticut............. 1 .01 16,487.00 .01
Delaware................ 32 .43 789,873.64 .33
Florida................. 418 5.56 14,901,727.93 6.27
Georgia................. 412 5.48 13,556,342.83 5.71
Idaho................... 41 .54 1,521,538.37 .64
Illinois................ 130 1.73 3,694,829.47 1.56
Indiana................. 168 2.23 4,724,826.28 1.99
Iowa.................... 119 1.58 2,831,869.10 1.19
Kansas.................. 83 1.10 2,489,140.73 1.05
Kentucky................ 196 2.60 4,763,678.05 2.01
Louisiana............... 221 2.94 5,938,814.34 2.50
Maine .................. 54 .72 1,625,726.87 .68
Maryland................ 47 .62 1,148,790.84 .48
Massachusetts........... 2 .03 29,973.25 .01
Michigan................ 308 4.09 8,908,656.01 3.75
Minnesota............... 153 2.03 4,216,365.55 1.78
Mississippi............. 198 2.63 5,529,749.31 2.33
Missouri................ 250 3.32 6,848,238.74 2.88
Montana................. 68 .90 2,368,768.26 1.00
Nebraska................ 37 .49 1,071,007.65 .45
Nevada.................. 66 .88 3,576,253.18 1.51
New Hampshire........... 41 .54 1,103,071.08 .46
New Jersey.............. 4 .05 134,586.30 .06
New Mexico.............. 199 2.64 7,180,497.37 3.02
New York................ 86 1.14 2,153,966.78 .91
North Carolina.......... 575 7.65 19,943,669.12 8.40
North Dakota............ 16 .21 491,734.37 .21
Ohio.................... 153 2.03 3,790,791.28 1.60
Oklahoma................ 168 2.23 5,239,219.97 2.21
Oregon.................. 72 .96 3,181,295.50 1.34
Pennsylvania............ 83 1.10 2,408,365.25 1.01
South Carolina.......... 468 6.22 16,717,082.11 7.04
South Dakota............ 42 .56 1,334,511.85 .56
Tennessee............... 272 3.61 7,204,109.00 3.03
Texas................... 679 9.03 23,372,969.82 9.83
Utah.................... 35 .46 1,329,410.61 .56
Vermont................. 14 .19 421,204.05 .18
Virginia................ 144 1.91 4,325,434.53 1.82
Washington.............. 60 .80 2,442,954.61 1.03
West Virginia........... 106 1.41 2,779,628.87 1.17
Wisconsin............... 132 1.75 3,589,913.44 1.51
Wyoming................. 44 .58 1,614,984.82 .68
------ ------ --------------- ------
**Totals................ 7,527 100.00% $237,513,314.97 100.00%
====== ====== =============== ======
</TABLE>
3
<PAGE>
YEARS OF ORIGINATION OF CONTRACTS
<TABLE>
<CAPTION>
% OF CONTRACT POOL BY
AGGREGATE PRINCIPAL OUTSTANDING PRINCIPAL
NUMBER OF CONTRACTS BALANCE OUTSTANDING BALANCE AS OF
YEAR OF ORIGINATION(1) AS OF CUT-OFF DATE AS OF CUT-OFF DATE CUT OFF DATE
- ---------------------- ------------------- ------------------- ---------------------
<S> <C> <C> <C>
1987.................... 4 $ 58,083.00 .02%
1988.................... 6 91,130.07 .04
1989.................... 6 132,194.95 .06
1990.................... 5 120,593.29 .05
1991.................... 16 323,961.11 .14
1992.................... 24 591,174.76 .25
1993.................... 13 289,652.18 .12
1994.................... 52 1,301,907.64 .55
1995.................... 72 2,103,360.41 .89
1996.................... 42 1,152,257.61 .49
1997.................... 7,287 231,549,019.95 97.39
------ --------------- ------
Total................ 7,527 $237,513,314.97 100.00%
====== =============== =======
</TABLE>
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(1) The Contracts shown in the above table with earlier years of origination
primarily represent Contracts originated by the Company and subsequently
refinanced through the Company. The Company retains the first origination
dates on its records with respect to such refinanced Contracts.
DISTRIBUTION OF ORIGINAL CONTRACT AMOUNTS
<TABLE>
<CAPTION>
% OF CONTRACT POOL BY
AGGREGATE OUTSTANDING PRINCIPAL
ORIGINAL CONTRACT NUMBER OF CONTRACTS BALANCE OUTSTANDING BALANCE AS OF
AMOUNT (IN DOLLARS)(1)U AS OF CUT-OFF DATE AS OF CUT-OFF DATE CUT-OFF DATE
- ------------------------ ------------------- -------------------- ---------------------
<S> <C> <C> <C>
Less than $10,000....... 378 $ 2,950,248.58 1.24%
Between $10,000 and
$19,999................ 1,533 23,296,748.52 9.81
Between $20,000 and
$29,999................ 2,077 52,077,048.31 21.93
Between $30,000 and
$39,999................ 1,644 56,492,113.13 23.79
Between $40,000 and
$49,999................ 904 40,425,012.71 17.02
Between $50,000 and
$59,999................ 556 30,257,085.77 12.74
Between $60,000 and
$69,999................ 233 15,018,310.41 6.32
Between $70,000 and
$79,999................ 114 8,471,377.62 3.57
Between $80,000 and
$89,999................ 44 3,753,469.70 1.58
Between $90,000 and
$99,999................ 16 1,500,060.20 .63
Between $100,000 and
$109,999............... 11 1,158,552.88 .49
Between $110,000 and
$119,999............... 10 1,158,149.84 .49
Between $120,000 and
$129,999............... 2 241,040.09 .10
Between $130,000 and
$139,999............... 2 271,056.68 .11
Between $140,000 and
$149,999............... 2 290,006.52 .12
Between $150,000 and
$159,999............... 1 153,034.01 .06
------ --------------- ------
Total................ 7,527 $237,513,314.97 100.00%
====== =============== =======
</TABLE>
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(1) The largest original Contract amount is $153,034.01, which
represents .06% of the aggregate principal balance of the Initial
Contracts as of the Cut-off Date.
4
<PAGE>
DISTRIBUTION OF ORIGINAL LOAN-TO-VALUE RATIOS OF CONTRACTS
<TABLE>
<CAPTION>
AGGREGATE PRINCIPAL % OF CONTRACT POOL BY
NUMBER OF CONTRACTS BALANCE OUTSTANDING OUTSTANDING PRINCIPAL
LOAN-TO-VALUE RATIO (1) AS OF CUT-OFF DATE AS OF CUT-OFF DATE BALANCE AS OF CUT-OFF DATE
- ------------------------ ------------------- ------------------- --------------------------
<S> <C> <C> <C>
Less than 61%................ 279 $ 6,389,807.70 2.69%
61% to 65%................ 91 2,292,709.74 .97
66% to 70%................ 129 3,469,155.47 1.46
71% to 75%................ 181 5,085,568.98 2.14
76% to 80%................ 632 18,619,888.34 7.84
81% to 85%................ 774 23,017,941.88 9.69
86% to 90%................ 2,710 89,538,208.83 37.70
91% to 95%................ 2,731 89,100,034.03 37.51
Over 95%................ 0 .00 .00
------- --------------- ------
Total..................... 7,527 $237,513,314.97 100.00%
======= =============== ======
</TABLE>
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(1) Rounded to the nearest 1%. The method of calculating loan-to-value ratios
is described in the Prospectus.
CONTRACT RATES
<TABLE>
<CAPTION>
AGGREGATE PRINCIPAL % OF CONTRACT POOL BY
RANGE OF CONTRACTS BY NUMBER OF CONTRACTS BALANCE OUTSTANDING OUTSTANDING PRINCIPAL
CONTRACT RATE AS OF CUT-OFF DATE AS OF CUT-OFF DATE BALANCE AS OF CUT-OFF DATE
--------------------- ------------------- ------------------- --------------------------
<S> <C> <C> <C>
Less than 5.00001%....... 3 $ 159,713.19 .07%
5.00001% to 6.00000%....... 21 934,282.96 .39
6.00001% to 7.00000%....... 100 6,388,816.91 2.69
7.00001% to 8.00000%....... 281 14,433,779.73 6.08
8.00001% to 9.00000%....... 826 37,219,918.42 15.67
9.00001% to 10.00000%....... 999 37,067,457.85 15.61
10.00001% to 11.00000%....... 1,806 58,601,740.24 24.67
11.00001% to 12.00000%....... 1,916 54,080,150.78 22.77
12.00001% to 13.00000%....... 838 17,258,458.30 7.27
13.00001% to 14.00000%....... 593 9,885,139.45 4.16
14.00001% to 15.00000%....... 17 271,477.80 .11
15.00001% to 16.00000%....... 111 1,073,156.82 .45
16.00001% to 17.00000%....... 16 139,222.52 .06
Over 17.00000% 0 .00 .00
------ --------------- ------
Total................ 7,527 $237,513,314.97 100.00%
====== =============== ======
</TABLE>
REMAINING MONTHS TO MATURITY OF CONTRACTS
<TABLE>
<CAPTION>
AGGREGATE PRINCIPAL % OF CONTRACT POOL BY
MONTHS REMAINING NUMBER OF CONTRACTS BALANCE OUTSTANDING OUTSTANDING PRINCIPAL
AS OF CUT-OFF DATE AS OF CUT-OFF DATE AS OF CUT-OFF DATE BALANCE AS OF CUT-OFF DATE
------------------ ------------------- ------------------- --------------------------
<S> <C> <C> <C>
Less than 31................. 2 $ 11,753.00 %*
31 to 45................. 14 99,624.90 .04
46 to 60................. 167 1,492,533.13 .63
61 to 75................. 45 503,836.75 .21
76 to 90................. 275 3,853,566.58 1.62
91 to 105................. 51 614,698.31 .26
106 to 120................. 546 8,502,939.50 3.58
121 to 135................. 8 188,646.90 .08
136 to 150................. 196 3,809,926.19 1.60
151 to 165................. 29 721,019.31 .30
166 to 180................. 1,372 30,322,190.88 12.77
181 to 195................. 10 297,600.42 .13
196 to 210................. 23 710,273.97 .30
211 to 225................. 39 1,273,589.83 .54
226 to 240................. 1,425 42,732,660.49 17.99
241 to 255................. 1 29,627.46 .01
256 to 270................. 4 153,210.83 .06
271 to 285................. 11 386,598.64 .16
286 to 300................. 808 27,256,589.26 11.48
301 to 315................. 0 .00 .00
316 to 330................. 0 .00 .00
331 to 345................. 10 413,091.10 .17
346 to 360................. 2,491 114,139,337.52 48.07
------ --------------- ------
Total..................... 7,527 $237,513,314.97 100.00%
====== =============== ======
</TABLE>
* Indicates an amount greater than zero but less than .005% of the aggregate
principal balance as of the Cut-off Date.
5
