<PAGE>
Filed Pursuant to Rule 424(b)(3)
File No. 33-26498
GREEN TREE FINANCIAL CORPORATION
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4,993,520
Shares of Common Stock
($.01 Par Value)
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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 April 13, 1998 the closing price for the
Common Stock on the New York Stock Exchange was $38 7/8 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 April 14, 1998.
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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 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, 1997;
(b) 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
Green Tree Financial Corporation is incorporated under the laws of
Delaware. Section 145 of the Delaware General Corporation Law provides that a
Delaware corporation may indemnify any persons, including officers and
directors, who are, or are threatened to be made, parties to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation, by reason of the fact that such person was an officer, director,
employee or agent of such corporation, or is or was serving at the request of
such corporation as a director, employee or agent of such corporation, or is or
was serving at the request of such corporation as a director, officer, employee
or agent of another corporation or enterprise). The indemnity may include
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, provided such person acted in good faith and in
a manner he reasonably believed to be in or not opposed to the corporation's
best interests and, for criminal proceedings, had no reasonable cause to believe
that his conduct was illegal. A Delaware corporation may indemnify officers and
directors in an action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him
against the expenses which such officer or director actually and reasonably
incurred.
The Certificate of Incorporation and Bylaws of Green Tree Financial
Corporation provide, in effect, that, subject to certain limited exceptions,
such corporation will indemnify its officers and directors to the extent
permitted by the Delaware General Corporation Law.
The Company maintains a directors' and officers' insurance policy.
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.
GREEN TREE FINANCIAL CORPORATION
<TABLE>
<CAPTION>
Beneficially Maximum Beneficially Owned
Owned Offered After
Before Offering(1) Hereby(2) Offering(3)
<S> <C> <C> <C>
Gregory D. Aplin 123,333 380,000 0
Executive Vice President
Smith (Jack) F. Brandom, III 53,576 180,000 0
Senior Vice President
James R. Breakey 100 35,000 0
Senior Vice President
Jerry W. Britton 110,100 390,000 0
Executive Vice President
Gary V. Busch 2,500 10,000 0
Vice President
Mark H. Burton (4) 0 0 (4) 0
Director
Lawrence M. Coss 5,909,561 7,331,161 0
Chairman and Chief Executive Officer;
Director
Bruce A. Crittenden 82,515 440,000 0
Executive Vice President
Barbara J. Didrikson 92,000 145,000 0
Senior Vice President
John A. Dolphin 2,400 75,000 0
Vice President and
Director of Investor Relations
Richard G. Evans 431,420 562,420 0
Executive Vice President;
Director
</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>
Edward L. Finn 35,700 275,000 0
Executive Vice President and
Chief Financial Officer
Joel H. Gottesman 39,000 240,000 0
Senior Vice President,
General Counsel and Secretary
Donald S. Howard (4) 2,000 0 (4) 0
Director
Joseph E. Huguelet, III 0 15,000 0
Senior Vice President
Phyllis A. Knight 14,479 95,000 0
Senior Vice President and Treasurer
W. Max McGee 593,800 601,800 (4) 0
Director
Michael L. Newell 21,500 105,000 0
Senior Vice President
Robert S. Nickoloff 120,410 128,410 (4) 0
Director
Brent H. Peterson 35,466 140,000 0
Senior Vice President
Mark A. Shepherd 19,000 205,000 0
Senior Vice President
Jeffrey A. Vanthournout 27,000 230,000 0
Senior Vice President
Scott T. Young 0 100,000 0
Senior Vice President and Controller
Lyle D. Zeller 116,900 245,000 0
Senior Vice President
Reserved 7,164,720 (5)
</TABLE>
(1) Includes shares currently owned and any shares acquirable within 60 days
(As of 4/8/98) of the date hereof (e.g., relating to the exercise of
options.)
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(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.
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