<PAGE>
As filed with the Securities and Exchange Commission on February 5, 1997.
Registration No. 333-____
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
______________________
FORM S-8 AND FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
______________________
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 55102-1637
------------------------------
(Address of principal executive offices) (Zip code)
1997 CHIEF EXECUTIVE PLAN
OF
GREEN TREE FINANCIAL CORPORATION
--------------------------------
(Full title of the plan)
______________________
Joel H. Gottesman, Senior Vice President and General Counsel
Green Tree Financial Corporation
1100 Landmark Towers
345 Saint Peter Street
St. Paul, Minnesota 55102-1637
____________________
(Name and address of agent for service)
(612) 293-3400
--------------
(Telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: from time to
time after the effective date of this Registration Statement.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=========================================================================================================================
<S> <C> <C> <C> <C>
Proposed Proposed
Title of each class Maximum Offering Maximum
of Securities to be Amount to Price Aggregate Offering Amount of
registered registered per Unit (1) Price (1) Registration Fee
- --------------------------------------------------------------------------------------------------------------------------
Common Stock
($.01 par value) 2,000,000 $ 39.00 $ 78,000,000 $ 23,636.36
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee. The
proposed maximum offering price is based upon the average of the high and low
prices of the Common Stock as reported on the New York Stock Exchange
consolidated reporting system on January 30, 1997.
<PAGE>
PROSPECTUS
GREEN TREE FINANCIAL CORPORATION
______________________________
2,000,000
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 SECURITY 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 2,000,000 shares of Common Stock, which are not
currently owned by the Selling Stockholder listed herein but may be acquired in
the future, pursuant to the Green Tree Financial Corporation 1997 Chief
Executive Plan (the "Plan"). This Prospectus does not reflect a commitment
or current intention of the Selling Stockholder to sell such shares. All or a
portion of such shares of Common Stock 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 any such sales. This
Prospectus is part of a Registration Statement filed and required to be
maintained pursuant to the terms of the Chief Executive Cash Bonus and Stock
Option Plan approved by the stockholders of the Company at the Company's annual
meeting on May 15, 1996.
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 January 30, 1997 the closing price for the
Common Stock on the New York Stock Exchange was $39.125 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 February 5, 1997
-2-
<PAGE>
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, DC
20549 or at the regional offices of the Commission: Northwest Atrium Center,
500 Madison Street, Chicago, IL 60661; and 7 World Trade Center, Suite 1300, New
York, NY 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, DC 20549.
The Company's Common Stock is listed on the New York and the Pacific Stock
Exchanges. 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 or 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, 1995;
(b) The Company's Quarterly Reports on Form 10-Q for the periods
ended March 31, June 30 and September 30, 1996; 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 John Dolphin, Vice President--Investor
Relations, Green Tree Financial Corporation, 1100 Landmark Towers, 345 Saint
Peter Street, St. Paul, MN 55102-1637, (612) 293-3400.
-3-
<PAGE>
THE COMPANY
The complete mailing address of the principal executive offices of the
Company is 1100 Landmark Towers, 345 St. Peter Street, Saint Paul, MN 55102-
1637. The telephone number is (612) 293-3400.
SELLING STOCKHOLDER
The table below sets forth the name, position with the Company, and certain
information with respect to the ownership of the Company's Common Stock, for the
Selling Stockholder.
<TABLE>
<CAPTION>
Number of Shares
--------------------------------------------------------
Beneficially Maximum Beneficially
Owned Before Offered Owned After
Name and Position Offering(1) Hereby(2) Offering(3)
- ------------------------------ --------------- ----------- -------------
<S> <C> <C> <C>
Lawrence M. Coss 6,598,927 2,000,000 6,598,927
Chairman and Chief Executive
Officer; Director
_______________
</TABLE>
(1) Includes 32,000 shares held by minor children, 87,200 shares held by spouse,
80,000 shares held by LVC Investment Company, Inc., and options for
1,000,000 shares of Common Stock exercisable within 60 days after January
31, 1997. The shares listed in this column do not include the 2,000,000
shares that may be acquired pursuant to the exercise of options under the
Plan because such options are not exercisable within 60 days of the date
hereof.
(2) The shares listed in this column may be acquired pursuant to the exercise
of options under the Plan, but such options are not exercisable within 60
days of the date hereof. This statement of "Maximum Offered Hereby" does not
constitute a commitment, or reflect a current intention, to sell the number
of shares listed. The number of shares offered will be determined from time
to time by the Selling Stockholder at his sole discretion.
(3) Assumes that the Maximum Offered Hereby is both acquired pursuant to the
exercise of options under the Plan and then sold.
PLAN OF DISTRIBUTION
The Selling Stockholder has not advised the Company of any specific plans
for the distribution of the shares offered hereby. Any sales of such shares 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 the 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
such shares as principals may be deemed underwriting compensation under the
Securities Act.
-4-
<PAGE>
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 consolidated financial statements of the Company as of December 31,
1995 and 1994 and for each of the years in the three-year period ended December
31, 1995 incorporated by reference herein have been audited by KPMG Peat
Marwick LLP, independent accountants, as stated in their report given upon
their authority 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.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Section 145 of the Delaware General Corporation Law authorizes a court to
award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred arising under the Securities Act of 1933, as
amended (the "Securities Act"). Article IX of the Company's Bylaws provides for
mandatory indemnification of its directors and officers and permissible
indemnification of employees and other agents to the maximum extent permitted by
the Delaware General Corporation Law. The Company's Certificate of Incorporation
provides that, pursuant to Delaware law, its directors shall not be liable for
monetary damages for breach of the directors' fiduciary duty as directors to the
Company and its stockholders. This provision in the Certificate of Incorporation
does not eliminate the directors' fiduciary duty, and in appropriate
circumstances equitable remedies such as an injunctive or other forms of non-
monetary relief will remain available under Delaware law. In addition, each
director will continue to be subject to liability for breach of the director's
duty of loyalty to the Company for acts or omissions not in good faith or
involving intentional misconduct, for knowing violations of law, for actions
leading to improper personal benefit to the director, and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Delaware law. The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws.
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.
-5-
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents, which have been filed by Green Tree Financial
Corporation (the "Company") with the Securities and Exchange Commission, are
incorporated by reference in this Registration Statement, as of their respective
dates:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;
(b) The Company's Quarterly Reports on Form 10-Q for the periods ended
March 31, June 30 and September 30, 1996; 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 documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the respective dates of filing of such
documents.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Section 145 of the Delaware General Corporation Law authorizes a court
to award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred arising under the Securities Act of 1933, as
amended (the "Securities Act"). Article IX of the Company's Bylaws provides for
mandatory indemnification of its directors and officers and permissible
indemnification of employees and other agents to the maximum extent permitted by
the Delaware General Corporation Law. The Company's Certificate of Incorporation
provides that, pursuant to Delaware law, its directors shall not be liable for
monetary damages for breach of the directors' fiduciary duty as directors to the
Company and its stockholders. This provision in the Certificate of Incorporation
does not eliminate the directors' fiduciary duty, and in appropriate
circumstances equitable remedies such as an injunctive or other forms of non-
monetary relief will remain available under Delaware law. In addition, each
director will continue to be subject to liability for breach of the director's
duty of loyalty to the Company for acts or omissions not in good faith or
involving intentional misconduct, for knowing violations of law, for actions
leading to improper personal benefit to the director, and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Delaware law. The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws.
Item 8. Exhibits.
--------
4.1 Certificate of Incorporation of the Company (incorporated by
reference to the Company's Registration Statement on Form S-1 (File No. 33-
60869))
II-1
<PAGE>
4.2 Certificate of Merger of Incorporation of the Company, as filed with
the Delaware Secretary of State on June 30, 1995 (incorporated by reference to
the Company's Registration Statement on Form S-1 (File No. 33-60869)
4.3 Bylaws of the Company (incorporated by reference to Company's
Registration Statement on Form S-1 (File No. 33-60869))
5 Opinion of Dorsey & Whitney LLP re: legality
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5 above)
24 Power of Attorney
Item 9. Undertakings.
A. Post-Effective Amendments.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(b) To reflect in the prospectus any facts or events
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement;
(c) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information in
the registration statement;
provided, however, that subparagraphs (a) and (b) above do not apply if
the information required to be included in a post-effective amendment by
those subparagraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
B. Subsequent Documents Incorporated by Reference.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or
II-2
<PAGE>
Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Claims for Indemnification.
--------------------------
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe it meets all of the
requirements for filing on Form S-8 and Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of St. Paul, State of Minnesota, on this 31st day
of January, 1997.
GREEN TREE FINANCIAL CORPORATION
By /s/ Joel H. Gottesman
--------------------------------
Joel H. Gottesman
Senior Vice President and General
Counsel
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated. Each person whose signature to this Registration Statement
appears below hereby constitutes and appoints Joel H. Gottesman and Scott T.
Young and each of them, as his true and lawful attorney-in-fact and agent, with
full power of substitution, to sign on his behalf individually and in the
capacity stated below and to perform any acts necessary to be done in order to
file all amendments and post-effective amendments to this Registration
Statement, and any and all instruments or documents filed as part of or in
connection with this Registration Statement or the amendments thereto and each
of the undersigned does hereby ratify and conform all that said attorney-in-fact
and agent, or his substitutes, shall do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Lawrence M. Coss Chairman of the Board and Chief January 31, 1997
- -------------------- Executive Officer (Principal
Lawrence M. Coss Executive Officer and Director)
/s/ Edward L. Finn Executive Vice President and January 31, 1997
- ------------------ Chief Financial Officer
Edward L. Finn (Principal Financial Officer)
/s/ Scott T. Young Vice President and Controller January 31, 1997
- ------------------ (Principal Accounting Officer)
Scott T. Young
/s/ Richard G. Evans Director January 31, 1997
- --------------------
Richard G. Evans
/s/ W. Max McGee Director January 31, 1997
- ----------------
W. Max McGee
/s/ Robert S. Nickoloff Director January 31, 1997
- -----------------------
Robert S. Nickoloff
/s/ Robert D. Potts Director January 31, 1997
- -------------------
Robert D. Potts
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page
- ------- ----
<C> <S> <C>
4.1 Certificate of Incorporation of the Company (incorporated by
reference to the Company's Registration Statement on Form S-1
(File No. 33-60869))....................................................
4.2 Certificate of Merger of Incorporation of the Company,
as filed with the Delaware Secretary of State on June 30, 1995
(incorporated by reference to the Company's Registration Statement
on Form S-1 (File No. 33-60869).........................................
4.3 Bylaws of the Company (incorporated by reference to Company's
Registration Statement on Form S-1 (File No. 33-60869)).................
5 Opinion of Dorsey & Whitney LLP re: legality............................
23.1 Consent of KPMG Peat Marwick LLP........................................
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5 above)...........
24 Power of Attorney.......................................................
</TABLE>
<PAGE>
Exhibit 5
Green Tree Financial Corporation
1100 Landmark Towers
345 St. Peter Street
St. Paul, MN 55102-1639
Re: Registration Statement on Form S-8 and Form S-3
1997 Chief Executive Plan
Ladies and Gentlemen:
We have acted as counsel to Green Tree Financial Corporation, a
Delaware corporation (the "Company"), in connection with a Registration
Statement on Form S-8 and Form S-3 relating to (i) the sale by the Company from
time to time of up to 2,000,000 shares of Common Stock, $.01 par value, of the
Company (the "Shares"), initially issuable upon the exercise of stock options
granted pursuant to the Company's 1997 Chief Executive Plan (the "Plan"), and
(ii) the resale of such shares following the exercise of such stock options.
We have examined such documents and have reviewed such questions of
law as we have considered necessary and appropriate for the purposes of the
opinions set forth below. As to questions of fact material to our opinions, we
have relied upon certificates of officers of the Company and of public
officials. In rendering our opinions set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. We have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to our opinions, we have relied
upon certificates of officers of the Company and of public officials.
Based on the foregoing, we are of the opinion that the Shares have
been duly authorized and, upon issuance, delivery and payment therefor in
accordance with the terms of the Plan, will validly issued, fully paid and
nonassessable.
<PAGE>
Green Tree Financial Corporation
February 4, 1997
Page 2
Our opinions expressed above are limited to the laws of the State of
Minnesota, the Delaware General Corporation Law and the federal laws of the
United States of America.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the reference to our firm under the heading
"Legal Matters" in the Prospectus comprising part of the Registration Statement.
This opinion is being furnished to you solely for your benefit and may
not be relied upon by, nor may copies be delivered to, any other person without
our prior written consent.
Dated: February 4, 1997
Very truly yours,
/s/ Dorsey & Whitney LLP
CFS
<PAGE>
[LETTERHEAD OF KPMG PEAT MARWICK LLP]
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Green Tree Financial Corporation:
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "EXPERTS" in the Registration Statement.
/s/ KPMG Peat Marwick LLP
Minneapolis, Minnesota
February 4, 1997
